Amendments to Bye-Laws in Gujarat
By Gujarat Bureau
Amendment of bye-laws is equally all important subject as the Bye-Laws itself and the powers are vested with the General Body in General Meeting, since General Body is supreme under Sec. 73 and(the co-operative society IS a body corporate under Sec. 39. As mentioned above, change of name,change of address, change of objects etc. require amendment of bye-laws is given under Sec.13 readwith Rule 6, which requires the amendment of bye-Laws to be proposed in the Annual General Meeting by a resolution by not less than 2I3rds of .the members present and voting. Such a resolution for amendment by bye-laws is required to be forwarded to the Registrar Within a period of two months and the Registrar can register the amendment under Sec. 13 and the amendment comes into effect only when it is registered. Section 14 empowers the Registrar to impose an amendment of the bye-laws on a society or a class of society for which the procedure is prescribed under Rule 7 and a notice is served to the society in Form “C”, whereupon the society is directed in convene a Special General Meeting for
consideration of the amendment. The interference of the Government for imposition of amendment on a co-operative society, which is democratic in nature is diluted by the provision of prior approval of State Co-operative Council. The imposition of the amendment of the bye-laws is also made subject to giving the society an opportunity on being heard in case the society fails to make the amendment.
Whether amendment of bye-laws is prospective or retrospective. The date of effect of amendment is clearly laid down in Sec. 13. which makes it clear that the amendment shall come into effect on the date of registration. Therefore, one thing is clear that the general body in the general meeting passes a resolution for the amendment, but the same is not effective from the date of the general body resolution and subject to the approval of the Registrar and is effective from the date of its registration. There is a tradition to make a foot-note when the amendment is approved that the same shall be put up before the
next annual general meeting. Therefore, a question arose whether the effect of the amendment will be the date of approval by the Registrar or the date of taking note by next annual general meeting. The language of the sec1ion is very clear that the same shall be effective from the date of registration by the Registrar, and therefore, it is not necessary to give any importance to taking note by next annual general meeting. The tradition is established only with a view to appraise the members about the proposed amendment having been registered and taking note is only a formality to bring it to the notice
of annual general meeting and is not a legal requirement for effective date of amendment. This controversy was resolved in the decision of the Gujarat State CO-operative Tribunal in 9-CTD-P-40 In the case Keshavbhai Ranchhodbhai & . Anr. v. District Co-operative Purchase and Sale Association Ltd. And 7 Ors., in Appeal No. 295 of 1969 decided on 18-3-1970. In a reported judgment of Hon’ble Andhra Pradesh High Court in 9 COJ 209, the amendment of any law or bye-law will be only prospective unless it is expressly or by necessary implication intended to be retrospective. However, in that case, tile amendment, which was passed had the language of continuing the committee for three years from the date of its construction, and therefore, it was held to be retrospective. Similar question
arose in ,case) of Ranuj Nagrik Sahakari Bank Ltd. in a reported decision of 1996(1) GLH 753, in which bye-law No. 28 was amended for holding election every three years instead of 13rd retirement every year by rotation. However, since the bye-laws were approved by the general meeting and by the Registrar along with the foot-note that the present Board of Directors shall continue for three; years, the effect of amendment was treated-as per the approval. However, the general principle remains that the effect of the amendment will only be prospective and not retrospective.