IN THE HIGH COURT OF JUDICATURE AT MADRAS DATED: 10.11.2009 CORAM THE HON'BLE MR. JUSTICE G.RAJASURIA A.No.3036 of 2009 in C.S.No.584 of 2009 ORDER A 'resume' of facts absolutely necessary and germane for the disposal of this application would run thus: (a) The plaintiff filed the suit seeking the following reliefs: - To declare that the non-implementation by the defendants of the mandate of the General Body in the Extraordinary General Body Meeting held on 19.01.2009, of setting aside Minutes No.13/2008-2009 dt.14.11.2008 passed by the Executive Committee, of expelling the plaintiff from the membership of the Society, and further restoring the plaintiff to his status of Vice-President (Chennai), is illegal, invalid, void and vindictive; - Consequentially to grant an order of permanent injunction restraining the defendants, and especially the 3rd defendant from in any way and manner holding out, representing, functioning and discharging the duties of the Vice-President (Chennai) of the 1st Defendant-Society; - For a declaration that the 2nd defendant is misusing and abusing his position and authority as the President of the 1st Defendant-Society; - Consequentially to grant an order of permanent injunction restraining the 2nd defendant from functioning and discharging the duties of the President of the 1st Defendant-Society, pending the next elections of the office bearers of the 1st Defendant-Society; and - for costs. (b) The same plaintiff filed the present application with the prayer as under: - To appoint an Advocate Commissioner to conduct the elections of the new office-bearers, to issue the nomination forms, to finalise the list of candidates, and to finally hold and conduct the said elections at the Annual General Meeting of the 1st respondent/defendant-Society for the year ended 31.03.2009 as and when to be held as decided by the Executive Committee. 3. This Court earlier after hearing both sides, passed the relevant order and the operative portion of it is extracted here under: The democratic process in a Society should not be throttled and in the meantime, the rights of the parties also should be protected. Hence, I am of the considered view that the meeting, as scheduled on 26.9.2009 should take place, however, the Registrar of the Tamil Nadu Societies Registration or his deputies, not less than the rank of Deputy Registrar under him shall be the observer at the meeting and such official is expected to prepare a report and submit to this Court. The applicant/plaintiff shall bear the cost of travelling, lodging and food expenses of the official concerned. 4. Whereupon, the Registrar of Societies, Chennai Central, in compliance with the order of this Court attended the General Body Meeting, wherein elections were conducted and submitted his report. The relevant portion of his report is extracted hereunder for ready reference: ".....As the chairman of the meeting had announced the election to the Office bearers of the society, a section of members mostly from Vepery auxiliary have objected to the announcement. They have argued that the general body should elect the president, Vice President, Secretary, Treasurer and twelve Committee member without provision for auxiliary wise representation since the agenda item No.13 had specifically mentioned about the election of Office bearers and committee in accordance, with Rule 12 of the Byelaw. But other Sections of the members had objected that election to the committee should be held as per procedures followed following the Rules 15 where there is a provision for auxiliary wise representation. But later on tooth the factions have agreed for conducting election. In the ballot papers along with contestants for the post of President, Vice President two areas, Secretary and Treasurer Nomination for 5 auxiliary units were shown and except Vepery auxiliary two Nominations for each auxiliary were shown and the polling was commenced. After few minutes one member has brought five ballot papers and put all the votes in the ballot box. Most of the members have objected to this and election was stopped and the votes were discarded. New ballot papers were prepared along with and issued to the voters. The members present at the meeting have exercised their Votes. The Votes were then counted and the result for the Office bearers have been announced but the result of the committee member elections was not declared due to several objections from both the factions. The main dispute was between the Members belonging to Vepery Area and members belonging to other areas. The Members of the Vepery Area claimed that Votes have been cast for 12 Committee members in toto without auxiliary reservation as per Bylaw 12 which is correct as per agenda. But other members argued that election to the committee should be held only as per rule 15 which provides for reservation for auxiliaries. Therefore the ballot papers were kept in sealed cover and the same sealed cover was handed over to the chairman of the meeting for safe custody. Both the factions desired that the mater of declaration of results to the executive committee should be decided by the court only. Regarding the agenda pertaining to the Passing of Annual Accounts for the year 2008-2009 and amendment of byelaws some of the members have expressed that the accounts and the draft bylaw amendments have not been circulated to them in advance along with agenda and therefore objected the passing of the above two items. Except these two items other items have been passed by the general body with due majority. The meeting concluded at 6.30 p.m. On 26.9.2009 with prayer. I submit my report to the Honorable High Court of Judicature." Whereupon, the respondents filed their objections to the report. 5. The learned counsel for the applicant/plaintiff would invite the attention of this Court to By-laws 12 and 15 and develop his argument to the effect that By-laws 12 and 15 are independent of each other and one would not control the other. In other words, according to the learned counsel for the applicant, irrespective of the number of auxiliaries, there should be 12 executive members and those 12 executive members would be responsible for assisting the management of the Apex Body concerned, along with other office bearers like President, Vice President and Treasurer. 6. The learned counsel for the plaintiffs also would submit that By-law 15 would contemplate that each auxiliary should be represented by two members elected in the meeting of the General Body and no where it is stated that those two members should be elected only by the respective auxiliaries, but they should be elected at the General Body, which means that all the members of the missionary should vote for electing two members for each auxiliary and it is not as though only the concerned auxiliary members should vote and select their two members for the purpose of By-law No.15. If as suggested by the learned counsel for the defendants, for each auxiliary separate elections have to be conducted at the General Body Meeting, it would amount to fragmenting the General Body into several pieces and in such an event, there shall be no necessity at all for incorporating the term "At the meeting of the General Body' in By-law 15. The very term "At the meeting of the General Body" used in By-law 15 would connote and denote that the entire General Body would select two members for each and every auxiliary. 7. The defendants, according to the learned counsel for the plaintiff, are attempting to put forth the case as though from 2001 onwards that fragmented method of voting and electing two members was in vogue, but the By-laws were framed as early as in the year 1910, at that time, there might not have been six auxiliaries or there might not have been any auxiliary at all, but still the missionary had twelve executive members; as such, at times auxiliaries may be more than six, in such a case, the total number of representatives from the auxiliaries as per By-law 15 would be more than 12 20 if it is 10 auxiliaries and it would not be in commensurate with the 12 members as contemplated under By-law 12. Accordingly he submits that the procedure adopted by the missionary is wrong and there should be fresh election in accordance with the procedure suggested by him. 8. Whereas, by way of torpedoing and pulverising the arguments as put forth on the side of the applicant, the learned counsel for the defendants would submit thus: (i) By-law 12 controls By-law 15. Harmoniously By-laws 12 and 15 have to read and the practice also is to the effect that for each auxiliary, two members should be elected by the members of the auxiliary concerned, but that process of election should be undertaken at the General Body and there is no question of fragmenting the General Body. (ii) If as interpreted by the learned counsel for the applicant, By-laws 12 and 15 should be independently viewed, it would amount to having 12 executive members as per By-law 12 and de hors that, separately 12 or more than twelve members depending upon the number of auxiliaries as per By-law 15 would be there. Eventually that would result in having an unwieldy large body of Executive Committee, which includes, President, Vice President, Treasurer and Secretary and such a course is not at all contemplated. 9. By way of buttressing and fortifying the contention of the defendants, the learned counsel for the defendants would produce the typed set of papers comprised of the minutes recorded during the year 2001, 2003, 2005 and 2007, relating to the elections conducted biennially and he would also invite the attention of this Court and highlight that only in accordance with the interpretation made by him the elections were conducted and there is nothing wrong in that. 10. Incidentally I would also like to point out that the scope of the suit is different as it is quite obvious and axiomatic from the very prayers as found extracted supra from the plaint itself. Wherefore, the core question arises as to why this Court has to decide about the scope of By-laws 12 and 15. This Court, earlier passed order on the application filed by the applicant/plaintiff and intervened in the election process. On seeing the report of the Registrar of Societies, this Court has come to understand that an impasse situation crept in, which warrants the interpretation of By-laws 12 and 15. In such a case, the Court cannot simply wash its hands or refrain from deciding without resolving the impasse. 11. Under the caption 'Management' in the By-laws, I could see as many as five By-laws and all the five By-laws are extracted hereunder: "11. The affairs of the Society shall be managed by the Executive Committee without prejudice, however, to the powers hereinafter specifically given to the Trustees. The Executive Committee shall consist of a President, Three Vice-Presidents, a Treasurer, a Secretary and Twelve Members. 12. The President, Vice President, Treasurer, Secretary and Twelve Ordinary Members shall be elected at the Annual General Meeting. The term of an Office Bearer/Member of the Executive Committee shall be for two years. If the period of two years expires before the date fixed for the next Annual General Meeting, the period will be considered to be extended up to the date on which the Annual General Meeting is held. Office Bearers/Members may stand for re-election. 13. Members desirous of holding office must submit their willingness in writing to the Secretary at least five days before the Annual General Meeting. The Executive committee shall fill vacancies occurring during the interval between the Annual General Meetings. Such interim Members of the Committee shall hold office till the next Annual General Meeting and shall be eligible for re-election. 14. The Three Vice-Presidents will represent each main area i.e. Bangalore Chennai and Nilgiris. 15. Each Auxiliary will be represented by two members elected at the meeting of the General Body." (emphasis supplied) 12. Before venturing to interpret those by-laws, I would recollect the following maxims: Verba ita sunt intelligenda ut res magis valeat quam pereat - Words are to be so interpreted as to be effective rather than ineffective. Optimus interpres rerum usus: Usage is the best interpreter of things. Malus usus est abolendus : An evil or invalid custom ought to be abolished. 13. Infact, the learned counsel for the applicant/ plaintiff would implore and entreat, pray and request that as stated by the learned counsel for the respondents/defendants there cropped up a practice from 2001 onwards in that way that he suggested and certainly that warrants correction and it should be corrected. 14. Whereas, the learned counsel for the respondents/defendants would submit that no correction is required because the missionary understood the object of those five by-laws referred to supra under the caption "Management" and accordingly followed them subsequently. 15. Keeping in mind, those maxims which I cited supra, I would like to interpret the five by-laws. 16. By-law 11 is concerning the following category of Executive Committee office bearers, viz., President, three Vice Presidents, a Treasurer, a Secretary and Executive Committee ordinary 12 members; and By-law 12 would contemplate that such functionaries should be elected at the Annual General Meeting and their term of office shall be two years. No doubt, uptill then there is no reference to the auxiliaries at all. By-law No.12 is relating to interim members. It is not relevant for the purpose of adjudicating this applicant at present. But By-laws 14 and 15 should be read together for proper understanding, because both are coming under the caption 'Management.' 17. By-law 14 would clearly indicate and display that the three Vice Presidents referred to in By-laws 11 and 12 will represent each of the three main areas, viz., Bangalore, Chennai and Nilgiris respectively, which means that there should be one Vice President from Bangalore, another Vice President from Chennai and yet another Vice President from Nilgiris. As such, I could see under By- law 14 that one Vice President from each of such areas, is contemplated by way of giving recognition and representation to each such three main areas, i.e. the proportionate representation of those three areas by the respective members. 18. Applying the same logic if By-law 15 is read, the present impasse would automatically get resolved. By-law 15 says that each auxiliary will be represented by two members. As such it connotes and denotes, that from each auxiliary there should be two members and they should be elected by those respective auxiliaries. Take for instance, the two members to be elected from Vepery should be elected by all the members of the missionary, that would be incongruous as members of one auxiliary may not be knowing about the greatness or other antecedents of the other auxiliaries. There is also one other point to be taken into consideration under By-law 14. Three Vice Presidents are contemplated and those three Vice Presidents are not independent office bearers other than the ones contemplated in By-law Nos.11 and 12, but those three Vice Presidents are already referred to under By-laws 11 and 12. When in By-law 15 it is stated that two members, that would indicate and connote those twelve executive ordinary members referred to under By-laws 11 and 12 only. As such, under the sub heading 'Management' when a particular ratiocination is adopted and adhered to for drafting those five paragraphs, for interpreting paragraph 15 a different ratiocination or logic or reason cannot be ushered in. So the logic adopted for interpreting Rule 14 should necessarily be adopted for interpreting Rule 15. Accordingly, au fait with law and au courant with facts, if viewed as set out supra, there would be harmonious interpretation of those five paragraphs coming under the caption 'Management.' At this juncture, this Court has to visualize that at times impasse may once again creep in. As of now, there are only six auxiliaries and for each auxiliary, if two members are elected, totally twelve members would be there and those twelve members can be twelve executive members under By-laws 11 and 12 and there is no impasse as of now, but as has been highlighted by the learned counsel for the applicant, if there are more number of auxiliaries, say 10, what would be the position, then it would be twenty members under By-law 15. Whereas, under By-law 12, only twelve members are contemplated; naturally in such circumstances, it should be taken that for Executive Committee there would be even twenty ordinary members, then only it would be in commensurate with the theory of equality and proportionality in giving representation to the auxiliaries in the executive committee. But it could not be countenanced that there should be twelve members plus twenty members and altogether thirty two ordinary members in the Executive committee along with office bearers of the Executive Committee. A fortiori, paragraph 15 should be interpreted as set out supra by me. Accordingly, for Vepery auxiliary, only two members should be elected by the members of Vepery auxiliary voting. If there is no contest at all, even by consensus, Vepery members can suggest two members and that would solve the problem. 19. The learned counsel for the respondents/defendants filed the copy of the minutes recorded at the meeting on 26.09.2009 and the relevant portion is extracted hereunder for ready reference: "Executive Committee Members: Bangalore Auxiliary : Mrs.Coral Thomas Miss Janice Barker Nilgiris Auxiliary : Mr CH John Mrs ED John Perambur Auxiliary : Mrs K Clarkson Mr MI Terry Royapuram Auxiliary : Mrs P Stocking Mrs Aurora Mani Purasawalkam Auxiliary : Mrs Brenda D'Mello Mr Melvyn Philips 11. VEPERY AUXILIARY: Vepery Auxiliary having submitted 19 names for consideration for election to the Executive Committee, a ballot was conducted for their Auxiliary to elect two o their members. This was in view of Rule 12 having to be read with Rule 15 of the Bye-Laws to give equal representation for all the Auxiliaries as far as possible. Moreover, it was the practice to do so all along and the President also ruled to that effect. The Auxiliaries other than Vepery had also submitted two members each (totally ten members) who stood elected unopposed. The ballot was therefore conducted for the Vepery Auxiliary but some members of other Auxiliaries voted for their two representatives by mistake, overlooking the fact that such representatives were only two per Auxiliary and stood elected unopposed. And all votes cast for those elected unopposed were not taken into account as being invalid. Consequently, the Vepery Auxiliary took advantage of the situation by insisting that only Rule 12 be taken into account and twelve members of their Auxiliary be declared elected. This was vehemently objected to by the members of all the other Auxiliaries as being in violation of Rule 15. The Vepery Auxiliary however created a scene and the results of the election for their Auxiliary could not be declared. Ultimately, the members decided to refer the interpretation of the bye-laws and the declaration of the results of the Vepery Auxiliary to the Hon'ble High Court for a decision thereon." It is therefore, pellucidly and palpably, apparently and axiomatically clear that relating to other five auxiliaries, there was no election as consensual candidates were suggested and they are available for the executive committee. Relating to Vepery auxiliary, election was conducted and owing to the said interpretation difficulty, there crept in the impasse, which resulted in this Court passing this order: Virtually if there is no consensus among Vepery members in suggesting two members on their side so as to represent in the Executive Committee, naturally fresh election should be conducted. However, voting should be only by the members of the Vepery auxiliary for electing their two members for the Executive Committee. Such election be conducted in Bangalore. I make it clear that this is only an incidental finding for the purpose of resolving the impasse which has been brought to the knowledge of this Court in the process of conducting the election. In fact, the applicant himself voluntarily refrained from participating in the election and based on that alone, the earlier order was passed. Accordingly, this application is disposed of. gms