ADVERTISEMENT
Karnataka High Court
Doddegowda vs The State Of Karnataka on 13 March, 2026
Author: Suraj Govindaraj
Bench: Suraj Govindaraj
-1-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
R
IN THE HIGH COURT OF KARNATAKA AT BENGALURU
DATED THIS THE 13TH DAY OF MARCH, 2026
BEFORE
THE HON'BLE MR. JUSTICE SURAJ GOVINDARAJ
WRIT PETITION NO. 5720 OF 2024 (CS-EL/M)
BETWEEN
1. DODDEGOWDA
S/O HELVANNA
AGED ABOUT 76 YEARS
2. MANJULA
W/O MANJEGOWDA
AGED ABOUT 43 YEARS
3. K S MANJAPPA
S/O SUBBAGOWDA
AGED ABOUT 73 YEARS
4. SUDHA N K
W/O BABU
AGED ABOUT 36 YEARS
5. D K NAGARAJU
Digitally signed by
S/O D K DODDEGOWDA
VARSHA N
RASALKAR
AGED ABOUT 72 YEARS
Location: HIGH
COURT OF
KARNATAKA 6. MALLESH K N
S/O NANJE GOWDA
AGED ABOUT 56 YEARS
ALL ARE RESIDING AT KABALI VILLGE
SHRVANABELAGOLA HOBLI
CHANNARAYAPATNA TALUK,
HASSAN 573135
... PETITIONERS
(BY SRI. M.R. RAJGOPAL., SR. ADVOCATE FOR
-2-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
SMT. JAYASHEELEVE., ADVOCATE)
AND
1. THE STATE OF KARNATAKA
BY ITS SECRETARY
DEPARTMENT OF CO OPERATIVE SOCIETIES
VIDHANA SOUDHA
BENGALURU 560001
2. THE RETURNING OFFICER
SRI K M PRASANNA
ELECTIONS
MILK PRODUCERS CO OPERATIVE SOCIETY LTD
KABALLI VILALGE
SHRAVANABELAGOLA HOBLI
CHANNARAYAPATNA TALUK
HASSAN 573135
3. MILK PRODUCERS CO OPERTIVE SOCIETY LTD
KUBALU VILLAGE
SHRAVANABELAGOLA HOBLI
CHANANRAYAPATNA TALUK
HASSAN 573135
4. THE STATE ELECTION AUTHORITY
BY ITS COMMISSIONER
SHANTINAGAR,
BMTC COMPLEX, K.H. ROAD,
BENGALURU-560027.
5. THE DEPUTY COMMISSIONER AND
DISTRICT ELECTION OFFICER,
HASSAN-571401
.... RESPONDENTS
(BY SRI. YOGESH D. NAIK., AGA FOR R1 & R2;
SRI. A. DEVARAJ., ADVOCATE FOR R4 & R5;
R3-SERVED)
THIS WRIT PETITION IS FILED UNDER ARTICLES 226 & 227
OF THE CONSTITUTION OF INDIA PRAYING TO ISSUE A WRIT IN THE
NATURE OF CERTIORARI OR ANY OTHER WRIT TO DECLARE THAT
THE CORUM PROVIDED UNDER SUB-RULE (4) OF RULE 14-AK TO BE
-3-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
INTERPRETED TAKEN NOTE OF OTHER PROVISION OF CO-
OPERATIVE SOCIETY DECLARING THAT THE CORUM COULD BE
COMPUTED OUT OF TOTAL STRENGTH ELECTED TO MANAGING
COMMITTEE OF A R-3 AND ETC.
THIS WRIT PETITION COMING ON FOR ORDERS AND HAVING
BEEN RESERVED FOR ORDERS ON 17.02.2026, THIS DAY, THE
COURT PRONOUNCED THE FOLLOWING:
CAV ORDER
1. The petitioners are before the Court seeking for the
following reliefs:
1) Issue a writ in the nature of certiorari or any other
writ to declare that the corum provided under sub-
rule(4) of Rule 14-AK to be interpreted taken note of
other provision of co-operative society declaring that
the corum could be computed out of total strength
elected to managing committee of a 3rd respondent.
2) Issue a writ in the nature of certiorari to quash the
proceedings of 2nd respondent 11.02.2024,
18.02.2024 as per Annexure-C and D.
3) Issue writ in the nature of mandamus directing the
2nd respondent returning officer to declare that there
is corum in the meeting dated 11.02.2024 in
Annexure-C and on such basis, be directed proceed
with the matter enable to elect office bearers among
the petitioners.
4) Pass any appropriate writ/order/direction this Hon'ble
Court deems fit and proper in the fact and
circumstances of the case and allow this Writ Petition
with costs in the ends of justice and equity.
5) Pass any appropriate writ/order/direction this Hon'ble
Court deems fit and proper in the fact and
circumstances of the case and allow this Writ Petition
with costs in the ends of justice and equity.
-4-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
2. Respondent No.3 is a Primary Co-operative Society.
Elections to the Managing Committee for a term of
five years were scheduled to be held on 28.01.2024.
The total strength of the Managing Committee being
thirteen (13), one seat was reserved for a candidate
belonging to the Backward Class-B category, one for
the Scheduled Tribe category, and one for the
Scheduled Caste category.
3. Since no candidate from any of the said three
reserved categories contested the election, no
election could be held for those reserved seats.
Consequently, only ten candidates were declared
elected unanimously, as reflected in the notification
issued by respondent No.2-Returning Officer dated
22.01.2024.
4. Thereafter, the first meeting of the newly elected
Directors was convened by the Returning Officer on
11.02.2024. On that date, six Directors were present
while four Directors remained absent. The Returning
Officer, taking the view that the requisite quorum
was not available, adjourned the meeting.
5. The adjourned meeting was subsequently convened
on 18.02.2024. However, even on the said date only
six Directors were present and four remained absent.
-5-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
The Returning Officer again recorded that the
quorum requirement was not satisfied and
consequently declared that the meeting could not
proceed and treated the meeting as closed.
6. It is in these circumstances that the petitioners have
approached this Court seeking the aforesaid reliefs.
7. The submission of Sri.M.R.Rajagopal., learned Senior
counsel appearing for the petitioner is that;
7.1. The Returning Officer could not have firstly
adjourned the first meeting and thereafter
abandoned the meeting on account of quorum
not being present, which has resulted in the
functioning of the Co-operative Society being
adversely affected, there being no election to
the post of the Office Bearers of the Co-
operative Society.
7.2. He refers to Section 2b of the Karnataka Co-
operative Societies Act, 1959 (hereinafter for
brevity referred to as "Actof1959"), which is
reproduced hereunder for easy reference;
2b. 'Board'- means the board of directors or the
governing body of a co-operative society, by whatever
name called, to which the direction and control of the
-6-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
management of the affairs of the society is entrusted
to.
7.3. By referring to the definition of "Board", he
submits that the Board of Directors or the
governing body means the body to which the
direction and control of management of the
affairs of Co-operative Society is entrusted to.
7.4. He also refers to the definition of "Director"
under Section 2(e-2-1), which is reproduced
hereunder for easy reference;
2(e-2-1) 'Director'- means a member of the board
duly elected or nominated or co-opted in accordance
with this Act, the rule and the bye-laws made under
this Act
7.5. By referring to the above definition, he submits
that Director is a person who is duly elected or
nominated or co-opted in accordance with the
Act, Rule and bye-laws. Thus, he submits that
ten (10) directors were elected, three (03)
posts remained vacant, and they constitute the
Board of the Co-operative Society.
7.6. He refers to Section 28-A of the Act of 1959
which is reproduced hereunder for easy
reference;
-7-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
28-A. Management of co-operative societies vest
in the board.- (1) The management of a co-operative
society shall vest in a board constituted in accordance
with this Act, the rules and the bye-laws of such
society. The board shall exercise such powers,
discharge such duties and perform such functions as
may be conferred or imposed upon it by this Act, the
rules and the bye-laws.
(2) The board of a co-operative society shall consist of
not less than thirteen but not exceeding the number
of members specified below excluding the Chief
Executive, namely:--
(i) in case of a primary society and a secondary
society whose area of operation extends to,-
(a) a part of taluk, thirteen members;
(b) whole of taluk, fifteen members;
(c) beyond a taluk but not beyond a district,
seventeen members:
Provided also that in case of Urban Cooperative
Banks having area of operation not beyond a district
the maximum number shall not exceed seventeen
members.
(d) beyond a district, nineteen members
(ii) in the case of a federal society, including Apex
societies, twenty one members;
(iii) [Sub-section (iii) not reproduced as not relevant
to the present case]
Provided that a member shall not represent
more than one constituency in the board of a society.
Provided that, subject to the minimum and maximum
number of the members of the board specified in sub-
-8-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
section (2) of section 28A, the bye-laws of a Co-
operative Society shall provide for the composition of
the board of that society to include within the
permissible limits,-
(a) in case of assisted society, Government nominee
as specified in sub-section (4-B) of section 28A;
(b) in case of all Co-operative Societies other than non
agricultural credit Co-operative Societies, if necessary,
an ex-officio member and nominee from financing or
the credit agency.
The remaining members of the board shall be filled
only through election subject to the provisions of
section 29E
(3) In the board of every cooperative society there
shall be reserved:--
(i) one seat to be filled by election, in favour of the
persons belonging to the Scheduled Castes and
Scheduled Tribes;
(ii) two seats to be filled by election, in favour of
women:
(iii) Two seats to be filled by election, in favour of the
persons belonging to backward classes in such
manner as may be prescribed.
Provided that such reservation shall be made on
the board of every cooperative society consisting of
individuals as members and having members from
such class or category of persons.
(4) Subject to the provisions of sections 29A and 39A,
the term of office of the members of the board shall
save as otherwise five years from the date of election
and they shall be deemed to have vacated office as
-9-
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
such members of the board on the date of completion
of the said term:
Provided that if an election to the board of any
co-operative society had already been held in
accordance with the bye-laws of such society, prior to
the commencement of the Karnataka Co-operative
Societies (Amendment) Act, 1997, the term of office
of the board of such co-operative society shall be
three years including the co-operative year in which
such election was held.
Explanation.--[Text of Explanation to sub-section (4)
omitted as not relevant to the present controversy]
Provided further that the first general meeting of
a society after registration shall be held within one
month from the date of its registration to elect the
first committee to manage the affairs of the society
and the term of office of such committee shall also be
five years from the date of election.
Provided also that the first general meeting of
the Co-operative Society or Societies formed after
amalgamation or reorganization or division in
accordance with section 14 shall be held within three
months from the date of registration to elect the first
board to manage the affairs of the Co-operative
Society or Societies, and the term of office of such
board shall also be five years from the date of
election.
(4A)- The board of a cooperative society, may co-opt
persons having experience in the field of banking,
management, finance or specialization in any other
field relating to the objects and activities undertaken
by the cooperative society to be the members of the
board.
- 10 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
Provided that the number of such co-opted members
shall not exceed two in addition to the maximum
number specified in sub-section (2).
Provided further that such co-opted members shall not
have a right to vote in any election of the cooperative
society in their capacity as such members or to be
eligible for being elected as office-bearers of the
board.
Provided also that the functional directors not
exceeding three, if any, shall also be the members of
the board in accordance with the byelaws and such
members shall be excluded for the purpose of
counting the total number of directors specified in
sub-section (2).
Provided also that the professional directors and
functional directors shall not form a part of the
quorum for the conduct of the board meetings.
Provided also that if the directors Co-opted to urban
Co-operative Banks do not have the requisite
knowledge and experience as stipulated by Reserve
Bank of India, the board of such banks shall remove
such persons within two months from the date of
receipt of direction by the Reserve Bank of India after
giving such directors an opportunity of being heard.
(4B)-(1) The State Government may nominate one
person as its representative on the board of every
assisted society other than the board of a primary
agricultural credit cooperative society. The nominated
person can vote in all meetings and elections of the
co-operative society; and also can contest in all the
elections of the Co-operative Society. The ex-officio
members and nominee from financial or credit agency
shall have the voting right but are not eligible to
contest as office bearer.
- 11 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
Provided that the person so nominated as a member
of a cooperative society shall hold office as such
member during the pleasure of the State Government.
(2) Where an officer of Government is nominated
under clause (1), such officer may, if unable to be
present himself at any meeting of the board, depute a
subordinate officer to the meeting as his
representative and such subordinate officer shall be
deemed to be a person nominated as a representative
of the State Government for the purpose of such
meeting.
(5) If the new *board* is not constituted under
section 29A, on the date of expiry of the term of office
of the *board* or if the elections are not held within
the time limits specified in Section 39A, 1 the
Registrar or any other officer within whose jurisdiction
the society is situated, and who is authorized by the
Registrar, shall be deemed to have assumed charge as
Administrator and he shall, for all purposes function as
such *board* of management. The Administrator
shall, subject to the control of the Registrar, exercise
all the powers and perform all the functions of the
*board* of the co-operative society or any office
bearer of the co-operative society and take all such
actions as may be required, in the interest of the co-
operative society.
Provided that the Registrar shall appoint an
administrator to a Co-operative Society or each of the
co-operative Societies formed after amalgamation or
reorganization or division in accordance with section
14 for a period of three months and the administrator
so appointed shall arrange for holding elections to a
*board* of such Co-operative Society or Societies as
the case may be.
(6) The members of the *board* shall elect from
among themselves the office bearers of the co-
- 12 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
operative society. The election of the office bearers
shall be by secret ballot.
7.7. By referring to Section 28-A of the Act of 1959,
his submission is that the management of a
Co-operative Society shall vest with the Board,
which consists of Directors who have been
elected or nominated or co-opted and insofar as
the present Co-operative Society is concerned it
has fixed maximum number of "13" Directors,
and it is for that reason, that "13" Directors
were elected.
7.8. He, however, submits that there is no minimum
number of Director which has been prescribed
under Sub-section (2) of Section 28-A of the
Act of 1959, merely because a maximum
number of Directors is mentioned or prescribed
under Sub-section (2) of Section 28-A of the
Act of 1959 does not mean that the Board is
required to consist of the maximum number of
Directors.
7.9. He refers to Sub-section (5) Section 29-F of the
Act of 1959, which is reproduced hereunder for
easy reference;
29-F(5) The Cooperative Election Commission shall
conduct elections to the board and also to the office
- 13 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
of President or Chair person, Vice President or Vice-
Chairperson and such other office-bearers as are
required to be elected as per the bye-laws of the
cooperative society within fifteen days from the date
of constitution or deemed constitution of the board
after a general election.
7.10. His submission is that it is the Co-operative
Election Commission who is required to conduct
elections to the Board and also to the office of
the president or chairperson vice-president or
vice - chairperson, and that such Office Bearers
are required to be elected as per the bye-laws
of the Co-operative Society within 15 days from
the date of constitution or deemed constitution
of the Board after a General Election. By
referring to Sub-section (5) of Section 29-F of
the Act of 1959, his submission is that there is
a duty which has been cast on the Co-operative
Election Commission to hold the elections as
indicated supra.
7.11. On that basis, he submits that the quorum, if
any, is required to be considered and
understood, not on the basis of the total
strength of the members of the Managing
Committee allocated to the
Co-operative Society or prescribed in the bye-
laws, but would refer to the total number of
- 14 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
elected Directors and on that basis, he submits
that though the number of elected Directors
being ten (10), it is this, which would have to
be considered for the purpose of calculating of
the quorum to the Co-operative Society.
7.12. He refers to Rule 14-AK of the Karnataka
Co-operative Societies Rules, 1960 (hereinafter
for brevity referred to as "Rulesof1960")
which is reproduced hereunder for easy
reference;
14AK; Board Meetings.(1) The board may meet as
and when required for transacting the business stated
in Section 28C of the Act, or the byelaws.
Provided that the interval between two
consecutive meetings of the board shall not exceed
three months.
(2) The chief executive shall convene a meeting of
the board, in consultation with the chairperson or
president of the co-operative society, by giving a
notice of at least seven clear days as specified in the
bye-laws. In exigencies, a meeting of a board may be
convened by giving a notice of at least of three clear
days. The notice may be sent in the following modes,
namely:
(a) by speed post; or
(b) by courier; or
(c) by local delivery under proper receipt
- 15 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
(3) The notice shall state clearly the place, date, time
and agenda of the meeting. The Chief Executive shall
send detailed notes containing the pros and cons, the
provisions of law if any and the financial implications
on each subject on the agenda along with such
notice.
(4) The number next to fifty per cent of the strength
of the board as specified in the bye-laws shall form
the quorum for a meeting of the board. the members
who are all attending the meeting shall sign in the
Book kept for the purpose before commencement of
the board meeting. If there is no quorum at the time
of transacting any business in any meeting of the
board, no such business shall be transacted.
(5) The provisions of sub-rules (6) to (10) and (12)
to (15) of rule 14AJ shall, mutatis mutandis apply to
the board meetings.
(6) Normally no subject other than those listed in the
agenda shall be taken up for discussion. However, if
there is no sufficient time to wait for the decision on
any subject in the next meeting of the board, such
subject may be taken up for discussion and decision
as an additional subject with the permission of the
Chairperson of the meeting after giving necessary
notes on such subject to all the directors and after
discussion and decision on all the subjects listed on
the agenda; Provided that no subject relating to the
following matters shall be taken up for discussion and
decision as additional subject, namely
a) election of directors;
b) election of office-bearers;
c) filling up the post of a director by co-option;
d) filling up the post of a casual vacancy of a director
by co-option;
- 16 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
e) imposition of penalties against the employees; and
f) any subject involving financial implication;
Further provided that no additional subject is placed
without relevant additional agenda notes.
(7) The board shall not take any decision which is
contrary to the provisions of the Act, the Rules or the
bye-laws or detrimental to the interest of the co-
operative society. The directors shall be jointly and
severally liable for any decision taken contrary to the
provisions of the Act, the Rules or the bye-laws or
any decision detrimental to the interest of the co-
operative society
(8) The Chief Executive shall record the minutes of
the meeting truly and accurately as per the
deliberations. The proceedings of each meeting in the
minutes book shall be signed by the chief executive
and the chairperson of the meeting. The minutes of
the meeting shall contain a fair and correct summary
of the proceedings thereat.
(9) When any director expresses dissent in the
deliberations on any subject, the Chief Executive shall
record the same truly and accurately as per the
deliberations in the minutes of the meeting. The
minutes of the meeting so recorded and signed shall
be sent to all the directors within seven days from
the date of meeting.
(10) If any director has any objection relating to
recording of any decision on a subject on the ground
that the said decision has not been recorded as per
the decision taken in the meeting or the said subject
was not discussed in the meeting, he shall
communicate his opinion within three days from the
date of receipt of the minutes of the meetings. In the
event of a majority of the directors communicating
such objection on any decision, the Chief Executive
- 17 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
shall not implement such decision but shall place the
same in the next meeting of the board.
(11) If for any reason, the president or the
chairperson is unable to attend the meeting of the
general body, the vice-president or the vice
chairperson, or in his absence, any other member of
the board elected by the directors present at the
meeting from among themselves shall preside over
the said meeting.
(12) Where in any meeting of the general body or
board of a cooperative society, another co-operative
society is to be represented, such cooperative society
shall be represented in such meeting only through
chairperson or president or a member of the board
duly authorized by the board of such co-operative, as
the case may be and where there is no board of such
co-operative society, for whatever reasons, through
the administrator or the special officer of such co-
operative society.
7.13. By referring to Rule 14-AK of the Rules 1960,
his submission is that the said Rule relates to
the manner of holding Board meetings. He
draws attention to Sub-rule (3) of Rule 14-AK
to contend that a notice issued for holding a
meeting should clearly state the place, date,
time and agenda of the meeting. The Chief
Executive to send detailed notes containing the
pros and cons, the provision of law, if any and
the financial implication on each subject on the
agenda along with such notice.
- 18 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
7.14. He refers to Sub-rule (4) of Rule 14-AK of the
Rules 1960 and submits that the number next
to 50% of the strength of the Board as
specified in the bye-laws shall form the quorum
for the meeting of the Board. The members
who are all attending the meeting shall sign in
the book kept for the purpose before
commencement of Board meeting. If there is no
quorum at the time of transacting any business
in any meeting of the Board, no such business
would be transacted. On the above basis, he
submits that the quorum being next to 50% of
strength of the Board would mean the strength
of the elected Board and not the sanctioned
strength of the Board.
7.15. He refers to Rule 14-AI of the Rules of 1960,
which is reproduced hereunder for easy
reference;
14-AI; Election of the office- bearers in the first
board.-The provisions of Rule 14AG shall mutatis
mutandis apply to the election of the office bearers of
the first board of the society after registration.
7.16. By referring to Rule 14-AI of the Rules of 1960,
he submits that the proviso of Rule 14-AG of
the Rules of 1960 would mutatis mutandis
- 19 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
apply to the election of the Office Bearers of the
first Board of the Co-operative Society after
registration. His submission is that Rule 14-AI
and 14-AG of the Rules of 1960 would be
equally applicable to the first Board meeting
after each election. Rule 14-AG of the Rule of
1960 is reproduced hereunder for easy
reference;
14AG; Election of the office-bearers -(1) The
Returning Officer appointed for the conduct of general
election of directors to the board shall be the Returning
Officer for the conduct of election of the office bearers
also.
(2) Whenever a casual vacancy occurs in the office of
the President or Vice-President, or any other office
bearers, the Chief Executive shall send a
communication to the CEC conveying the occurrence of
such vacancy within seven days from the date of
occurrence of the vacancy. The CEC shall take steps for
conducting election to fill up the casual vacancy in the
office of the President or Vice President or any other
office bearer as the case may be, and appoint a
returning officer for the purpose of the conducting
election to till casual vacancy.
(3) The Returning officer/Assistant Returning Officer,
appointed under sub-rule (1) or sub-rule (2), shall
within fifteen days, from the date of constitution or
deemed constitution of the board after a general
election of the board or from the date of appointment
as per sub-rule(2) convene a meeting of all the
directors for electing the chairperson/President, Vice
Chairperson /Vice-President and such other office-
bearers as are required to be elected under the byelaws
- 20 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
of the co-operative society. The meeting shall be
convened by giving a notice of seven clear days sent by
registered post, or personal delivery under
acknowledgement indicating the date, time and venue
of meeting.
(4) Not less than two hours before the time fixed for the
meeting for the election of President or Vice-President
or any other office-bearers, any member of the board
desirous of being elected as the president or vice
president or any other office-bearer, as the case may
be, may submit his nomination by delivering the
nomination paper in Form XXIV to the Returning Officer.
Such nomination shall be proposed by another member
of the board eligible to do so and seconded by a third
member of the board eligible to do so.
(5) No director shall propose or second under sub-rule
(4) more than one candidate for the office of the
President or vice-President or any other office bearer of
the society.
Provided that if any director has proposed or seconded
more than one candidate for the office of the President
or Vice-President or any other office bearer of the
society, the nomination which is received first shall be
considered for scrutiny.
(6) The Returning Officer appointed under sub-rule (1)
shall preside over the meeting of the board convened
for the purpose of electing the office bearers or filling
up the casual vacancy in the office of the President or
Vice President as the case may be.
(6-A) The quorum for a meeting of the board convened
under sub-rule (6) shall be fixed at the number next to
fifty per cent of the strength of the board.
(7) After the commencement of the meeting, the
Returning Officer shall scrutinize all such nomination
papers and shall read out to the directors present at
- 21 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
such meeting, the names of the directors who in his
opinion have been duly nominated, together with those
of the proposers and the seconders.
(8) Any candidate may withdraw his candidature by
notice in writing duly signed by him and delivered to the
Returning Officer within thirty minutes after the scrutiny
of the nomination papers.
(9) The notice of withdrawal shall be given in writing by
the candidate in person.
(10) No director who has given a notice of withdrawal of
his candidature under sub-rule (8) shall be allowed to
cancel the notice of withdrawal.
(11) The Returning Officer shall, on being satisfied as to
the genuineness of the notice of withdrawal and the
identity of the director delivering it under sub-rule (9)
read out to the directors present at such meeting the
name/names of the person/ persons withdrawing
his/their candidature.
(12) After the time fixed for withdrawal is over, if for
any office for which election is to be held, the number
of candidates who have been validily nominated and
have not withdrawn their candidature in the manner
and within the time specified, does not exceed the
number of candidates to be elected for that office, the
Returning Officer shall forthwith make a declaration that
the validly nominated candidate shall be deemed to
have been elected for that office.
(13) If the number of validly nominated candidates for
any office exceeds the number of candidates to be
elected for that office, the Returning Officer shall
proceed to take a poll by secret ballot as hereinafter
provided.
- 22 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
(14) The votes shall be taken by secret ballot and the
directors voting for and against any candidate shall
record their votes in the ballot papers supplied to them.
(15) Any director present at the meeting may refrain
from voting if he so chooses to do.
(16) After the voting by all the directors present and
wishing to vote is over, the Returning Officer shall count
the votes and declare the candidates who have secured
the highest number of valid votes to have been duly
elected.
(17) When an equality of valid votes is found to exist
between any two or more candidates and the addition
of one vote will entitle any of those candidates to be
declared elected, the Returning Officer shall forthwith
decide between those candidates by lot in such manner
as he may determine and proceed as if the candidate on
whom the lot falls has received an additional vote. He
shall thereafter declare the candidate on whom the lot
falls to have been duly elected.
(18) The Returning Officer shall cause a record of the
minutes of the meeting which shall contain the names
of all the members present. The minutes shall be signed
by the Returning Officer, the chief executive as also the
directors present and wishing to sign. The minutes shall
be made available to any member for inspection.
(19) The Returning Officer shall immediately thereafter
record the proceedings of the election in a
comprehensive report which shall form part of the
records of the election and shall be binding on all. The
Returning Officer shall also furnish a copy of such a
report together with a copy of the return of the results
of the polling to the chief executive of the society and
send a report to the District Election Officer and CEC.
(20) After declaration of the result of election, the
Returning Officer shall hand over the ballot papers and
- 23 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
records relating to the election of the office-bearers to
the chief executive of the society in a sealed cover.
These shall safely be preserved by the chief executive
of the society for a period of six months from the date
of election or till such time a dispute or an appeal
regarding the election, if any, filed is disposed of
whichever is later and shall thereafter be destroyed.
7.17. By referring to Sub-rule (1) of Rule 14-AG of
the Rule 1960, he submits that the Returning
Officer appointed for conduct of the election is
to conduct the election of Office Bearers also.
By referring to Sub-section (2) of Section 14-
AG of the Act of 1959, he submits that
whenever there is a casual vacancy, which
occurs to the office of the president or vice-
president or any Office Bearer, the Chief
Executive shall send a communication to the
Chief Election Authority conveying the
occurrence of such vacancy within seven (07)
days from the date of occurrence of the
vacancy, and it is for the said authority to take
steps for conducting elections to fill up the
casual vacancy in the office of the President or
Vice, President, or any other Office Bearer as
the case may be.
7.18. By referring to Sub-rule (3) of Rule 14-AG of
the Rules of 1960, his submission is that the
- 24 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
Returning Officer or the Assistant Returning
Officer shall within fifteen (15) days from the
date of constitution or deemed constitution of
the Board after a general election of the Board
or from the date of appointment as per Sub-
rule (2) of Rule 14-AG of the Rules of 1960
convene a meeting of all the Directors were
eligible to vote for electing the
chairperson/president, vice chairperson/vice
president and such other Office Bearers as are
required to be elected under bye-laws. The
meeting to be convened by giving seven (07)
clear days' notice.
7.19. He refers to Sub-rule (4) of Rule 14-AG of the
Rules of 1960 and contends that not less than
two hours before the time fixed for the meeting
for the election of president or vice-president or
any other Office Bearers' nomination could be
submitted by any person interested. He refers
to Sub-rule 6A of Rule 14-AG of the Rules of
1960 and contends that for the purpose of this
meeting, the quorum for a meeting shall be
fixed at number next to 50% of the strength of
the Board.
- 25 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
7.20. Again, he submits that the strength of the
Board cannot refer to the sanctioned strength
but can only refer to elected strength inasmuch
as, if there are no Directors elected to satisfy
the sanction strength, then it is only the
number of electors who are elected, which
could be taken into account for the purpose of
fixing the corum and other aspects.
7.21. He refers to Section 29-A of the Act of 1959,
which is reproduced hereunder for easy
reference;
29A. Commencement of term of office.- The
term of office of the members of the *board*] 4 shall
commence on the date on which the majority of the
elected members of the *board* assume office or the
term of the out going *board* expires, whichever is
later.
(2) Notwithstanding anything contained in this Act or
the rules or the bye-laws of a co-operative society,
the *board* shall be deemed to be duly constituted
when the majority of the elected members of the
*board* are available to function as members of the
*board* after the election.
(3) The *board* deemed to be constituted under
sub-section (2) shall be competent to exercise all the
powers and perform all the functions of the *board*
of the co-operative society.
7.22. By referring to Sub-section (1) of Section 29-A
of the Act of 1959, he submits that the term of
- 26 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
office of the members of the Board shall
commence on the date on which the majority of
the elected members of Board assume office or
the term of outgoing Board expires whichever is
later.
7.23. By referring to Sub-section (2) of Section 29-A
of the Act of 1959, he submits that
notwithstanding anything contained in the Act
or the Rules or the bye-laws of a Co-operative
Society, the Board shall be deemed to be duly
constituted when the majority of the elected
members of Board are available to function as
members of the Board after the election.
7.24. By referring to Sub-section (2) of Section 29-A
of the Act of 1959, his submission is that it is
not when all the directors are available that the
Board can constituted, even if the majority of
the elected members of the Board are
available, then the Board is deemed to be
constituted. He draws a distinction between
elected members and strength of the elected
members of the Board and the strength of the
Board to contend that the quorum would have
to be determined on the number of elected
- 27 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
members of Board and not the sanctioned
strength of the Board.
7.25. Thus, he submits that in the present case
elections having been held and directors have
been elected only for ten (10) posts, it is those
ten (10) elected directors were required to be
taken into consideration for determining the
corum and not the sanctioned strength of the
Board. His submission, therefore, is that the
Election Officer ought to have continued with
the meeting, since six (06) of the directors out
of ten (10) elected directors were present. The
said six (06) constituting a number next to
50% of the elected Board of Directors.
7.26. By referring to the above provisions, learned
Senior Counsel submits that the Act itself
recognises the concept of a "deemed
constitution of the Board" once the majority of
elected members are available, and therefore
the absence of elections to a few reserved seats
cannot prevent the Board from functioning.
7.27. In the present case, since ten directors have
been elected, the Board stood deemed to have
been constituted, and therefore the Returning
- 28 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
Officer ought to have proceeded with the
election of office-bearers.
7.28. According to him, for the purpose of
determining quorum, the relevant number is
the number of elected directors, which in the
present case is ten. The quorum being the
number next to fifty per cent, the presence of
six directors would clearly satisfy the quorum
requirement.
7.29. Therefore, the Returning Officer ought not to
have adjourned and subsequently abandoned
the meeting on the ground of lack of quorum,
when six out of the ten elected directors were
present.
7.30. Learned Senior Counsel accordingly submits
that the Returning Officer acted contrary to the
provisions of the Act and the Rules, and as a
consequence the election to the posts of office-
bearers has been unjustifiably stalled, thereby
affecting the functioning of the co-operative
society.
7.31. On the above basis, he submits that the
meeting convened for election of office-bearers
- 29 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
ought to have proceeded, and the action of the
Returning Officer in abandoning the meeting is
liable to be set aside.
7.32. He therefore submits that the writ petition
deserves to be allowed and appropriate
directions issued to conduct the election to the
posts of office-bearers of the society.
8. Sri.Yogesh Naik., learned AGA would however
submits that;
8.1. The requirement of quorum for a meeting of
the Board must necessarily be determined with
reference to the sanctioned strength of the
Board of Directors as provided under the Act,
the Rules and the bye-laws of the society, and
not with reference to the number of directors
who are presently elected or available to
participate in the meeting. This principle would
apply equally to the first meeting of the Board
convened for election of office-bearers as well
as to any subsequent meeting of the Board.
8.2. In the present case, the sanctioned strength of
the Board is thirteen (13). Merely because
three seats reserved for particular categories
- 30 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
remained vacant on account of absence of
candidates, it cannot be contended that the
quorum is required to be calculated on the
basis of the ten directors who were elected. The
statutory requirement of quorum cannot
fluctuate depending upon the number of seats
filled at a given point of time, since such an
interpretation would defeat the scheme of the
Act and the Rules governing the composition
and functioning of the Board.
8.3. He relies upon decision of Co-ordinate Bench of
this Court in Sri.Basavanna.H.M. Vs. State
of Karnataka1 more particularly para 9 and 10
thereof, which are reproduced hereunder for
easy reference;
9. In so far as quorum of '9' as mentioned in the Bye-
law, same is not in dispute and cannot be disputed.
Contention is raised by respondent No.5 stating that
the quorum must be construed as number of persons
present in the morning session in the previous session
of the same day. The satisfaction of quorum when
election to the post of Vice-President was held cannot
be taken note of, in light of requirement of quorum at
the relevant period of time and this would come out
on reading of Rule 14-AK (4) of the Karnataka Co-
operative Societies Rules, 1960, which reads as
hereunder:-
1
WP No.6250 of 2024dated 03.04.2024
- 31 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
"(4) The number next to fifty per cent of the strength
of the board as specified in the bye-laws shall form
the quorum for a meeting of the board (the members
who are all attending the meeting shall sign in the
book kept for the purpose before commencement of
the board meeting).If there is no quorum at the time
of transacting any business in any meeting of the
board, no such business shall be transacted."
(emphasis supplied)
10. It is clear that the quorum is at the relevant point
of time of transacting of any business. The holding of
the election if is construed to be transaction of
business at the time of election of the President, the
quorum should have been fulfilled. Accordingly, on
such sole ground, the petition deserves to be allowed.
8.4. By placing reliance on Basavanna.H.M., it is
submitted that the existence of quorum must
be examined at the precise point of time when
the business of the meeting is sought to be
transacted. The election of office-bearers of the
co-operative society constitutes a transaction of
business of the Board, and therefore the
mandatory quorum requirement must be
satisfied before such election can be conducted.
In the absence of the required quorum, the
Returning Officer could not have proceeded
with the meeting or conducted the election, and
therefore the action of the Returning Officer in
not continuing with the meeting cannot be
faulted with.
- 32 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
8.5. He also relies on the decision in
Sharanabasappa and Ors vs. The State of
Karnataka and Ors2 more particularly para 21
and 22 thereof, which are reproduced
hereunder for easy reference;
21. The vacancies arising on account of the reasons
detailed in Section 29(E) of the Act is described as a
casual vacancy. The word 'casual vacancy' is defined
by the Oxford English Reference Dictionary in the
Second Edition as follows:
(1) accidental; due to chance (2) not regular or
permanent; temporary, occasional (3) a unconcerned,
uninterested (4) informal.
22. From a reading of the definition from the said
dictionary, what can be deduced is that the word
'casual' refer to something insignificant and that it
does not entail any implication of any significance. If
the phrase 'casual' employed by the legislature is
understood in the above terms then the interpretation
that has to be placed on the provisions of Section
29(E) of the Act, is that, the vacancy, in respect of
which the elections are directed under the provisions
of Section 29(E) of the Act, does not or will not have
bearing on the functioning of the Board. If the
definition of word 'casual' is read in conjunction with
reference to the provisions of Sub-rule 4 of Rule 14-
AK and Sub-section (2) of Section 28(A) of the Act,
then it must be held to mean that the elections or
nominations are impermissible under the provisions of
Section 29(E), when the total sum of members to be
elected/nominated is less than the strength stipulated
under Sub-rule (4) of Rule 14-AK. If the number of
vacancies are more than the percentage of strength as
2
WP No.203490 of 2017 dated 09.08.2017
- 33 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
provided in the said Rule, then the provisions of
Section 31 of the Act would not be attracted.
8.6. By relying on Sharanabasappa, learned
counsel submits that the statutory scheme
governing the constitution and functioning of
the Board of a Co-operative Society
contemplates that the strength of the Board
must be understood with reference to the
sanctioned composition provided under the Act,
the Rules and the bye-laws of the society. The
concept of casual vacancy as explained in the
above judgment indicates that temporary
vacancies occurring in the Board do not alter
the statutory composition of the Board itself.
Such vacancies are treated as incidental and do
not dilute the legal requirement relating to the
strength of the Board or the quorum required
for conducting meetings.
8.7. It is his submission that the strength of the
Board remains the same notwithstanding the
existence of vacancies, whether such vacancies
arise due to resignation, death, disqualification,
failure of candidates to contest reserved seats,
or any other circumstance contemplated under
the Act. Therefore, the existence of such
- 34 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
vacancies cannot result in the effective strength
of the Board being reduced for the purpose of
determining quorum.
8.8. Learned counsel further submits that if the
interpretation suggested by the petitioners
were to be accepted, namely that the quorum
must be calculated with reference to the
number of elected members alone, it would
lead to serious anomalies in the functioning of
co-operative societies. For instance, if only a
small number of members are elected and the
remaining seats remain vacant, the Board could
still proceed to transact business with a very
small number of members, which would be
contrary to the legislative intent underlying the
provisions regulating the composition of the
Board.
8.9. According to him, the provisions contained in
Rule 14-AK(4) of the Rules of 1960 clearly
stipulate that the quorum shall be the number
next to fifty percent of the strength of the
Board as specified in the bye-laws. The
expression "strength of the Board" used therein
necessarily refers to the total sanctioned
- 35 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
strength of the Board, and not merely to the
number of members who are elected or
available at a given point in time.
8.10. He therefore submits that the statutory
provisions read with the interpretation placed
by this Court in Sharanabasappa clearly
indicate that vacancies in the Board cannot be
used as a basis to dilute the statutory
requirement of quorum, and the functioning of
the Board must always conform to the structure
and strength prescribed by the Act and the
Rules.
8.11. Applying the above principles to the present
case, he submits that the sanctioned strength
of the Board being thirteen, the quorum for a
meeting would necessarily have to be
calculated on that basis. Since the required
quorum based on the sanctioned strength was
not satisfied, the Returning Officer was justified
in not proceeding with the meeting and in
declining to conduct the election of office-
bearers.
8.12. On that basis, it is submitted that the action of
the Returning Officer cannot be said to be
- 36 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
contrary to the provisions of the Act or the
Rules, and therefore the reliefs sought in the
present writ petition do not merit consideration.
8.13. He relies on the decision in
Sri.H.T.Munikumar vs. The State of
Karnataka3 more particularly para 5 and 11
thereof, which are reproduced hereunder for
easy reference;
5. The relevant facts in W.P. No.22398/2023 are that
the petitioners were elected as Directors of
Respondent No.3 - Society for the term 2023 to 2028
in the elections held on 26.07.2023, wherein a total of
12 Directors were elected. The first meeting for
electing President and Vice-President of Respondent
No.3 - Society was scheduled on 12.08.2023.
However, on that date, only six Directors were present
and hence, for want of quorum, the meeting was
adjourned. Thereafter, the next meeting was held on
01.09.2023 and all 12 Directors were present and
Petitioner Nos.1 and 2 were elected as the President
and Vice President of Respondent No.3 - Society
respectively. On the said date, after the election of
Petitioner Nos.1 and 2, six Directors tendered their
resignations without any valid reasons and on
19.09.2023, a Special Officer was appointed to
Respondent No.3 - Society. Being aggrieved, the
above writ petition is filed.
11. In view of the contentions putforth by both the
learned counsels, the question that arise for
consideration of these writ petitions are 'whether upon
the resignation of few of the members of the Board of
3
WP No.22398 of 2023 & Con, matters dated 05.01.2024
- 37 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
a Society, whether elections are required to be held to
the posts of all the Directors including the posts of
Directors who have not tendered their resignations?'
8.14. By relying on Munikumar, he submits that the
statutory scheme governing the functioning of a
co-operative society recognises the importance
of quorum and the necessity of ensuring that
meetings of the Board are conducted only when
the quorum requirement is satisfied. In the said
decision, this Court had occasion to consider
circumstances where the absence of sufficient
members or resignation of certain directors had
a direct bearing on the functioning of the
Board. The Court emphasised that the statutory
framework regulating the constitution of the
Board and the conduct of its meetings must be
strictly adhered to, failing which the actions
taken by the Board could be rendered
unsustainable.
8.15. Learned counsel therefore submits that the
principle emerging from the said decision is that
the functioning of the Board must always be in
conformity with the provisions governing the
composition and quorum of the Board, and any
attempt to proceed with the transaction of
- 38 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
business in disregard of the statutory quorum
requirement would be impermissible.
8.16. Applying the above principle to the present
case, it is submitted that when the meeting
convened for the purpose of electing the office-
bearers did not have the requisite quorum
calculated on the basis of the sanctioned
strength of the Board, the Returning Officer
was justified in declining to proceed with the
meeting and in not conducting the election of
office-bearers.
8.17. It is therefore contended that the action of the
Returning Officer in adjourning the meeting and
subsequently not proceeding with the election
cannot be said to be arbitrary or contrary to the
provisions of the Act or the Rules, but is in fact
consistent with the statutory requirement
relating to quorum and the functioning of the
Board of the co-operative society.
8.18. Learned counsel further submits that even in a
situation where only a few candidates contest
the election to the posts of Directors and the
entire Board is not fully constituted, the
determination of quorum cannot be based upon
- 39 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the number of Directors who are elected. The
quorum must necessarily be determined with
reference to the total sanctioned strength of the
Board of Directors as prescribed under the Act,
the Rules and the bye-laws of the society. In
the present case, the sanctioned strength of the
Board is thirteen (13) and therefore the
quorum, being the number next to fifty percent
of the strength of the Board, would necessarily
require the presence of at least seven (07)
Directors in order to validly conduct the
meeting.
8.19. Applying the above principle to the facts of the
present case, it is submitted that only six (06)
Directors were present in the meeting convened
on 11.02.2024. Since the number required to
constitute quorum was seven (07), the
Returning Officer was justified in adjourning the
meeting for want of quorum. Even in the
adjourned meeting convened on 18.02.2024,
only six Directors were present, which again fell
short of the statutory quorum requirement. In
such circumstances, the Returning Officer could
not have proceeded with the election of office-
bearers and was justified in declining to
- 40 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
conduct the meeting and treating the same as
closed. Learned counsel submits that the
situation that has arisen clearly indicates a
deadlock among the elected Directors, and
unless the minimum number required for
quorum is present, the meeting cannot legally
proceed.
8.20. On the above basis, it is submitted that the
action of the Returning Officer cannot be said to
be contrary to the provisions of the Karnataka
Co-operative Societies Act, 1959 or the Rules
framed thereunder. Since the mandatory
quorum requirement was not satisfied, the
election of office-bearers could not have been
conducted. Consequently, the reliefs sought by
the petitioners do not merit consideration, and
the writ petition is liable to be dismissed.
9. Heard Sri.M.R.Rajgopal, learned Senior counsel for
the petitioner, Sri.Yogesh Naik, learned AGA for
respondents No.1 and 2 and Sri.A.Devaraj., learned
counsel for respondents No.4 and 5. Perused papers.
10. The points that would arise for determination are as
follows:
- 41 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
(i) Whether the quorum required under Rule
14-AK(4) of the Karnataka Co-operative
Societies Rules, 1960 for a meeting of the
Board of a Co-operative Society is to be
computed with reference to the sanctioned
strength of the Board as provided under
the Act, Rules and bye-laws, or with
reference to the number of directors
actually elected to the Board?
(ii) Whether the Board of Directors of
respondent No.3-Society could be treated
as duly constituted under Section 29-A of
the Karnataka Co-operative Societies Act,
1959 when only ten (10) directors were
elected against the sanctioned strength of
thirteen (13)?
(iii) Whether the presence of six (06) elected
directors in the meeting convened on
11.02.2024 and the adjourned meeting
held on 18.02.2024 satisfied the quorum
requirement for conducting the election of
office-bearers of respondent No.3-Society?
(iv) Whether the Returning Officer was
justified in adjourning and subsequently
abandoning the meeting on the ground
that the quorum requirement was not
satisfied?
(v) Whether the petitioners are entitled to the
reliefs sought for in the present writ
- 42 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
petition, including the declaration that
quorum is to be calculated on the basis of
the number of elected directors and a
direction to proceed with the election of
office-bearers?
(vi) What Order?
11. I answer the above points as follows:
12. Answer to Point No. (i): Whether the quorum
required under Rule 14-AK(4) of the Karnataka
Co-operative Societies Rules, 1960 for a
meeting of the Board of a Co-operative Society
is to be computed with reference to the
sanctioned strength of the Board as provided
under the Act, Rules and bye-laws, or with
reference to the number of directors actually
elected to the Board?
12.1. Sri. M.R. Rajagopal, learned Senior Counsel
appearing for the petitioners, advanced detailed
and structured submissions urging that the
quorum for the meetings of the Board of
respondent No.3-Society ought to be calculated
on the basis of the number of directors actually
elected to the Board, and not with reference to
the sanctioned or prescribed strength of the
Board as specified in the bye-laws. His
submissions, which were made with
considerable thoroughness and clarity, are
summarised below.
- 43 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.2. He commenced his arguments by drawing the
Court's attention to Section 2b of the Karnataka
Co-operative Societies Act, 1959 (hereinafter
referred to as 'the Act of 1959'), which defines
'Board' in the following terms:
"2b. 'Board'- means the board of directors or the
governing body of a co-operative society, by whatever
name called, to which the direction and control of the
management of the affairs of the society is entrusted
to."
12.3. The definition of 'Board' is purposive and
functional in character. The Board is not a
notional body defined by the number of seats
prescribed; it is the body to which the direction
and control of management is entrusted in fact.
A Board consisting of only those directors who
have actually been elected is the body to which
management is in fact entrusted. In the present
case, since elections were held for only ten
posts and ten directors were elected, it is that
body of ten directors to which the management
of respondent No.3-Society stands entrusted.
The three seats which remain vacant are not
occupied by any person and no management
function is being exercised through those
vacant seats.
- 44 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.4. The definition of 'Board' does not say that the
Board can only function when all seats
prescribed are filled. The definition speaks of
the governing body as one which actually
exercises direction and control. Therefore, the
'strength' of the Board must refer to the actual
functioning strength, not the prescribed
maximum.
12.5. He referred to Section 2(e-2-1) of the Act of
1959, which provides:
"2(e-2-1) 'Director'- means a member of the board
duly elected or nominated or co-opted in accordance
with this Act, the rule and the bye-laws made under this
Act."
12.6. A 'Director' is defined as a person duly elected,
nominated, or co-opted. Persons occupying
vacant seats are none of these three things.
They have not been elected, nominated, or co-
opted. Therefore, vacant seats cannot
represent 'directors' for any purpose, including
the purpose of calculating the strength of the
Board for quorum. The strength of the Board
must logically refer to the number of persons
who actually hold the position of Director, not
the number of posts created by the bye-laws.
- 45 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.7. He referred at length to Section 28-A of the Act
of 1959, which deals with the management of
co-operative societies and the constitution of
the Board. Sub-section (2) of Section 28-A
provides that the Board of a primary society
shall consist of not less than thirteen but not
exceeding the number of members specified,
depending upon the area of operation of the
society. He submitted that while Section 28-
A(2) specifies that the Board 'shall consist of
not less than thirteen' members for societies
whose area of operation extends to a part of a
taluk, this is a prescriptive target for the
composition of the Board. It does not say that a
Board consisting of fewer than thirteen
members is non-existent or cannot function.
12.8. There is no provision in the Act of 1959 which
says that if a Board has fewer than the
prescribed number of members, all its decisions
and actions are void or that the Board cannot
transact any business whatsoever. The
provisions of the Act, properly understood,
contemplate a Board functioning even when it
is not at full complement, subject to the
statutory framework for dealing with vacancies.
- 46 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.9. He drew attention to Section 28-A(3), which
mandates reservation of certain seats in every
Board. He pointed out that the first proviso to
Section 28-A(3) limits the applicability of
reservation to societies which have members
from the reserved categories. In the present
case, while the society had provision for three
reserved seats (one each for SC, ST, and
Backward Class-B), no candidate from any of
these categories came forward to contest. He
submitted that this non-availability of
candidates cannot be used as a ground to
paralyse the Board. The legislature, in
prescribing reservations, did not intend for the
absence of candidates from reserved categories
to prevent a democratically elected Board from
functioning.
12.10. He also pointed out that Section 28-A(4-A)
provides for co-option of persons having
experience in the fields of banking,
management, or finance to the Board. The last
proviso to Section 28-A(4-A) expressly provides
that 'professional directors and functional
directors shall not form a part of the quorum
for the conduct of the board meetings.' He
- 47 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
submitted that this express carve-out shows
that not all persons associated with the Board
count for the purposes of quorum. The
legislature was careful to specify who is
counted and who is not. The natural implication
is that persons not actually occupying a position
as Director (such as those whose seats are
vacant) also cannot count for quorum purposes.
12.11. He referred to Section 29-F(5) of the Act of
1959, which reads as under:
"29-F(5) The Cooperative Election Commission shall
conduct elections to the board and also to the office of
President or Chairperson, Vice President or Vice-
Chairperson and such other office-bearers as are
required to be elected as per the bye-laws of the
cooperative society within fifteen days from the date of
constitution or deemed constitution of the board after a
general election."
12.12. This provision casts an affirmative duty on the
Co-operative Election Commission (CEC) to
conduct elections to the posts of office-bearers
within fifteen days from the date of constitution
or 'deemed constitution' of the Board. He
emphasised the expression 'deemed
constitution' and submitted that the legislature
expressly contemplated situations where a
Board may be 'deemed constituted' even
- 48 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
though it is not fully constituted in the sense of
having all prescribed seats filled. The
legislature, therefore, accepted that a Board
can be deemed to exist and function even with
fewer than the full complement of directors. If
the quorum for the meeting to elect office-
bearers is to be calculated on the basis of the
prescribed full strength (13), it would be
impossible to hold the mandatory election
under Section 29-F(5) in a situation where only
10 directors have been elected, since the
quorum of 7 can never be met if only 6 can
ever be present, thus bringing about a
stalemate and resulting n tyranny of numbers.
12.13. He referred to Rule 14-AK(4) of the Karnataka
Co-operative Societies Rules, 1960 (hereinafter
referred to as 'the Rules of 1960'), which reads
as under:
"(4) The number next to fifty per cent of the strength of
the board as specified in the bye-laws shall form the
quorum for a meeting of the board. the members who
are all attending the meeting shall sign in the Book kept
for the purpose before commencement of the board
meeting. If there is no quorum at the time of transacting
any business in any meeting of the board, no such
business shall be transacted."
- 49 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.14. The expression 'strength of the board as
specified in the bye-laws' must be understood
contextually. The bye-laws specify the
maximum composition of the Board as thirteen.
However, 'strength' refers to actual effective
strength - that is, the number of directors who
are actually functioning as members of the
Board. The word 'strength' in ordinary usage
means operative capacity, not theoretical
maximum. Where seats remain vacant because
no one has been elected to them, those seats
represent nothing but potential - they are not
occupied by any director - and therefore they
cannot form part of the 'strength' of the Board.
12.15. The purpose of a quorum rule is to ensure that
a meaningful proportion of the actual Board is
present before decisions are made. If the Board
has only ten members, requiring seven to be
present for quorum ensures that 70% of the
actual Board participates in decision-making.
This is more representative than requiring the
same seven out of a notional thirteen, which
would require the presence of directors who
have not even been elected.
- 50 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.16. He referred to Rule 14-AG(6-A), which
specifically governs the meeting for election of
office-bearers. It provides:
'The quorum for a meeting of the board convened under
sub-rule (6) shall be fixed at the number next to fifty
per cent of the strength of the board.'
12.17. This provision uses the expression 'strength of
the board' without the qualifier 'as specified in
the bye-laws' that appears in Rule 14-AK(4). He
submitted that this absence of the qualifier
further supports his argument that 'strength of
the board' is the actual operative strength, not
the prescribed maximum, and that for the
specific meeting for election of office-bearers,
the quorum is based on the actual elected
strength.
12.18. He referred to Section 29-A of the Act of 1959,
which he characterised as the foundational
aspect. Sub-sections (1), (2) and (3) of Section
29-A read as under:
"29A. Commencement of term of office.- The term
of office of the members of the board shall commence
on the date on which the majority of the elected
members of the board assume office or the term of the
outgoing board expires, whichever is later.
(2) Notwithstanding anything contained in this Act or
the rules or the bye-laws of a co-operative society, the
board shall be deemed to be duly constituted when the
- 51 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
majority of the elected members of the board are
available to function as members of the board after the
election.
(3) The board deemed to be constituted under sub-
section (2) shall be competent to exercise all the powers
and perform all the functions of the board of the co-
operative society."
12.19. Section 29-A(2) uses the expression 'majority
of the elected members of the board.' This
provision does not say 'majority of the
sanctioned strength of the Board' or 'majority
of thirteen' or 'majority of the prescribed
number.' It says 'majority of elected members.'
In the present case, ten directors were elected.
The majority of ten = six. Six directors were
present at both meetings. Therefore, the Board
was deemed to be duly constituted under
Section 29-A(2) and was competent under
Section 29-A(3) to exercise all the powers and
perform all the functions of the Board, including
the election of office-bearers.
12.20. The 'notwithstanding' clause in Section 29-A(2)
overrides anything to the contrary in the Act,
Rules, or bye-laws. Therefore, even if Rule 14-
AK(4) were read to require quorum on the basis
of sanctioned strength, Section 29-A(2) would
override that reading for the purpose of
- 52 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
determining whether the Board is constituted
and competent to act. He argued that a Board
deemed constituted under Section 29-A(2)
must be able to conduct its business, including
the election of office-bearers, and this must
necessarily imply that the quorum requirement
should align with the number of directors
actually in place.
12.21. He drew a clear distinction between 'sanctioned
composition' (thirteen) and 'operative strength'
(ten elected directors). He submitted that once
the Act itself recognises 'deemed constitution'
and uses the concept of 'majority of elected
members' rather than 'majority of prescribed
strength,' it would be illogical to insist on a
quorum based on the full prescribed strength of
thirteen. The quorum must be based on the
operative strength of the Board.
12.22. To summarise, the submission of Sri. M.R.
Rajagopal, learned Senior Counsel for the
petitioners, is as follows:
12.22.1. The definitions of 'Board' and 'Director'
under the Act of 1959 are functional
and operative; they refer to persons
- 53 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
actually holding office, not to vacant
seats;
12.22.2. Section 28-A(2) prescribes the
composition of the Board but does not
render a Board with fewer members
incapable of functioning;
12.22.3. Section 29-A(2), through a
'notwithstanding' clause, provides for
deemed constitution of the Board
when the majority of elected members
are available, using the concept of
'elected members' rather than
'prescribed strength';
12.22.4. Rule 14-AK(4)'s reference to 'strength
of the board as specified in the bye-
laws' must be read as referring to the
effective operative strength (ten
elected directors) rather than the
prescribed maximum (thirteen);
12.22.5. Rule 14-AG(6-A)'s reference to
'strength of the board' without
qualification reinforces this;
- 54 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.22.6. Since ten directors were elected and
six were present at both meetings, the
quorum (number next to fifty per cent
of ten = six) was in fact satisfied;
12.22.7. The Returning Officer ought to have
proceeded with the election of office-
bearers.
12.23. Sri. Yogesh D. Naik, learned Additional
Government Advocate appearing for
respondents No.1 (State of Karnataka) and
No.2 (Returning Officer), advanced the
following contentions:
12.24. His primary submission was that Rule 14-AK(4)
of the Rules of 1960 is clear and unambiguous.
The expression 'strength of the board as
specified in the bye-laws' refers to the
composition of the Board as laid down in the
bye-laws - that is, the sanctioned or prescribed
strength. In the present case, the bye-laws
prescribe that the Board shall consist of
thirteen members. This is the 'strength as
specified in the bye-laws.' It is fixed, definite,
and determinable from the face of the bye-
laws. It does not change from time to time
- 55 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
depending on how many seats happen to be
filled on a given date.
12.25. If the quorum were permitted to fluctuate with
the number of directors elected, it would create
uncertainty and instability in the functioning of
co-operative societies. A fixed quorum based on
the prescribed strength ensures predictability.
Directors and other stakeholders know what the
quorum requirement is at all times. If the
quorum were to vary with elections, no one
would know what number is required for
quorum until after the elections are completed.
12.26. He relied upon the decision of a Co-ordinate
Bench of this Court in Sri. Basavanna H.M,
and submitted that the Co-ordinate Bench in
Sri.Basavanna H.M. proceeded on the
understanding that the quorum is a fixed,
determinable number ('9 as mentioned in the
Bye-law') and that this quorum must be present
at the specific point of time when business is
being transacted, including the election of
office-bearers. The decision does not support
any argument that the quorum can be
- 56 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
computed on the basis of elected strength
rather than bye-law-prescribed strength.
12.27. He relied upon another decision of a coordinate
bench of this Court in Sharanabasappaand
submitted that the decision in
Sharanabasappa establishes, as a matter of
law, that vacancies in the Board do not alter
the strength of the Board for the purpose of
computing quorum. The Court in
Sharanabasappa held that the strength of the
Board remains as stipulated under Rule 14-
AK(4) read with Section 28-A(2) of the Act of
1959, regardless of vacancies. The Court
further made it clear that if the number of
vacancies exceeds the percentage of strength
provided in Rule 14-AK(4), then Section 31 and
not Section 29-E would apply - indicating that
the strength referred to in Rule 14-AK(4) is the
prescribed strength, not the actual elected
strength.
12.28. He submitted that while Sharanabasappa
dealt with 'casual vacancies' arising mid-term,
the principle it enunciates is equally applicable
to the present case. Whether vacancies arise at
- 57 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the stage of the initial election (because
candidates did not contest reserved seats) or
later during the term of a Board (casual
vacancies), they do not alter the statutory
composition of the Board or reduce the
prescribed quorum requirement. The 'strength
as specified in the bye-laws' remains thirteen,
and the quorum remains seven.
12.29. He relied upon another decision of a coordinate
bench of this Court in H.T. Munikumarand
submitted that in that case an election was held
for a society and 12 directors were elected. The
first meeting for electing the President and
Vice-President was held on 12.08.2023, but
only six directors were present and the meeting
was adjourned for want of quorum. A second
meeting was held on 01.09.2023 where all 12
directors were present and officers were duly
elected.
12.30. The decision in Munikumar reinforces the
principle that the statutory framework
governing the functioning of a co-operative
society must be strictly adhered to. The fact
that a meeting was adjourned for want of
- 58 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
quorum (six directors out of twelve being
present, where quorum was the number next to
50% of the prescribed strength) was not
challenged in that case, indicating the
correctness of applying the prescribed-
strength-based quorum. The second meeting,
where all 12 directors were present, was validly
held. He submitted that Munikumar supports
the proposition that the quorum must be
strictly satisfied before the election of office-
bearers can be conducted.
12.31. If the interpretation canvassed by the
petitioners were to be accepted, it would lead
to serious anomalies. By way of illustration, if
only two directors are elected in a society with
a prescribed Board strength of thirteen, then on
the petitioners' argument, the 'strength' would
be two, and the quorum (number next to 50%
of two) would be one. A single-person majority
of two could then constitute the Board and elect
office-bearers - a result manifestly at variance
with the legislative intent. Such an
interpretation would permit a tiny minority of a
society's leadership to vest control in their
hands and make binding decisions on behalf of
- 59 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the society without any meaningful
participation.
12.32. The sanctioned strength of the Board of
respondent No.3-Society is thirteen (13). The
quorum is therefore seven (7) (being the
number next to fifty per cent of thirteen, since
fifty per cent of thirteen is 6.5, and the number
next to 6.5 is 7). On both dates (11.02.2024
and 18.02.2024), only six directors were
present, which falls short of the required
quorum of seven. The Returning Officer was
therefore fully justified in not proceeding with
the meeting and in declining to conduct the
election of office-bearers. The writ petition is
liable to be dismissed.
12.33. Sri. A. Devaraj, learned counsel appearing for
respondents No.4 (the State Election Authority
by its Commissioner) and No.5 (the Deputy
Commissioner and District Election Officer,
Hassan), was heard. The Court notes that
respondents No.4 and No.5 are statutory
authorities under the electoral mechanism
governing co-operative society elections. Sri. A.
Devaraj adopted the arguments of Sri. Yogesh
- 60 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
D. Naik, learned AGA, in submitting that the
quorum must be calculated on the basis of the
sanctioned strength of the Board. He submitted
that the State Election Authority and the
District Election Officer, in supervising the
electoral process of co-operative societies, act
in accordance with the Act and Rules as
interpreted by this Court, and that the action of
the Returning Officer on both dates was in
consonance with the statutory requirement of
quorum. He did not canvass any additional or
distinct submissions on this Point.
12.34. This Court has heard the learned counsel for all
parties at length and has perused the pleadings
and records. The central question under Point
(i) is one of statutory interpretation: what does
the expression 'strength of the board as
specified in the bye-laws' in Rule 14-AK(4) of
the Rules of 1960 mean? Does it refer to the
prescribed/sanctioned strength of the Board as
fixed by the bye-laws (thirteen in this case), or
does it refer to the number of directors who
were actually elected to the Board (ten in this
case)? This is a pure question of law, the
answer to which will govern not only this case
- 61 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
but will have wider implications for co-operative
society elections across Karnataka.
12.35. Before embarking on the interpretation of Rule
14-AK(4), it is useful to understand the
structural framework of the relevant provisions.
The Karnataka Co-operative Societies Act,
1959, and the Karnataka Co-operative Societies
Rules, 1960 together form a comprehensive
code for the governance of co-operative
societies in the State. Within this framework:
12.35.1. Section 2b defines 'Board' as the
governing body to which management
is entrusted. Section 2(e-2-1) defines
'Director' as a person duly elected,
nominated, or co-opted.
12.35.2. Section 28-A deals with the
constitution, composition, and tenure
of the Board. Sub-section (2)
prescribes the number of members the
Board shall consist of, with a minimum
of thirteen for primary societies
operating in part of a taluk.
- 62 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.35.3. Section 29-A deals specifically with the
commencement of term of office and
the concept of 'deemed constitution' of
the Board.
12.35.4. Section 29-E deals with casual
vacancies.
12.35.5. Rule 14-AG provides for the election of
office-bearers, including by the
Returning Officer. Sub-rule (6-A)
provides for quorum for the specific
meeting for election of office-bearers.
12.35.6. Rule 14-AK provides for Board
meetings generally. Sub-rule (4)
provides for quorum for Board
meetings.
12.36. Rule 14-AK(4) states: 'The number next to fifty
per cent of the strength of the board as
specified in the bye-laws shall form the quorum
for a meeting of the board.' This Court must
give full effect to each word and phrase in this
provision.
12.37. The word 'strength.' In common parlance, as
well as in legal usage, the 'strength' of a body
- 63 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
refers to the full complement or the prescribed
number of its members. When one says 'the
strength of a regiment is 800', one means the
prescribed number, not the number present on
any given day. When the bye-laws of a society
say that the Board shall consist of thirteen
members, the 'strength' is thirteen. The word
'strength' does not mean 'actual presence' or
'current membership.' Actual presence is
addressed by the quorum rule itself, not by the
word 'strength.'
12.38. The qualifying phrase 'as specified in the bye-
laws.' This is the most significant element of
the provision. The rule-maker has deliberately
anchored the computation of quorum to the
strength 'as specified in the bye-laws.' The bye-
laws are a document. A document specifies a
fixed number. Bye-laws do not say 'the Board
shall consist of as many members as may be
elected from time to time.' Bye-lawssay 'the
Board shall consist of thirteen members.' This is
the number 'specified' in the bye-laws. The
qualification 'as specified in the bye-laws'
makes it unmistakably clear that the
computation is to be made from the bye-law
- 64 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
text, not from a count of how many election
results have been declared on a given date.
12.39. The mandatory nature: 'shall form the quorum.'
The use of 'shall' makes the quorum
requirement mandatory. The quorum is
computed by a mathematical formula: number
next to fifty per cent of strength as specified in
bye-laws. In the present case: strength as
specified in bye-laws = 13; fifty per cent of 13
= 6.5; number next to 6.5 = 7. Therefore,
quorum = 7. This is a fixed number. It does not
change unless the bye-laws are amended to
change the prescribed composition of the
Board.
12.40. The consequence: 'If there is no quorum at the
time of transacting any business in any meeting
of the board, no such business shall be
transacted.' This consequence applies whenever
the quorum is absent. There is no exception
carved out for situations where the Board is not
at full complement due to vacancies.
12.41. The petitioners' argument is that 'strength of
the board as specified in the bye-laws' means
'number of directors actually elected.' With
- 65 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
respect, this interpretation does not accord with
the plain text of Rule 14-AK(4). If the rule
intended to base the quorum on the number of
directors actually elected, it would have said so
in clear terms. A provision reading 'the number
next to fifty per cent of the number of directors
actually elected shall form the quorum' would
have conveyed that meaning. The rule-maker
instead chose the phrase 'strength as specified
in the bye-laws,' which points to a specific
document (the bye-laws) for a specific datum
(the prescribed composition). This is a
reference to a fixed number, not to a
fluctuating count.
12.42. It is a well-established principle of statutory
interpretation that words used in a statute or
statutory rule must be given their natural and
ordinary meaning, and no word is to be treated
as surplusage or redundant. The words 'as
specified in the bye-laws' would become
surplusage or meaningless if the rule were to
be interpreted as referring to the number of
directors actually elected. The number of
directors actually elected is not something
'specified in the bye-laws' it is a fact that varies
- 66 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
from election to election. The bye-laws specify
the composition, not the election results.
12.43. The learned Senior Counsel for the petitioners
placed significant reliance on Section 29-A(2) of
the Act of 1959. This Court has carefully
considered this submission and finds that the
reliance on Section 29-A(2) for the purpose of
recomputing the quorum under Rule 14-AK(4)
is misplaced. Section 29-A and Rule 14-AK(4)
operate in entirely different fields of the law.
They address different questions and must not
be equated or combined.
12.44. Section 29-A deals with 'commencement of
term of office' and the 'deemed constitution' of
the Board. It answers the question: when does
the Board as an institution come into legal
existence and commence its term? The answer
given by Section 29-A(2) is: when the majority
of elected members are available to function.
This is the threshold for the Board to be treated
as a functioning, constituted body. Once this
threshold is crossed, the Board is deemed
constituted and competent to exercise all its
powers.
- 67 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.45. Rule 14-AK(4) deals with an entirely different
question: how many members of the Board
must be present at any given meeting before
the Board can transact business? This is the
question of quorum. The quorum for a meeting
is not the same as the threshold for the Board
to be constituted. A Board may be constituted
and yet lack quorum for a particular meeting if
an insufficient number of directors turn up.
12.46. In other words: Section 29-A(2) determines
whether the Board exists as a body. Rule 14-
AK(4) determines whether a meeting of the
Board can proceed. These are two distinct
requirementsand satisfying one does not
automatically satisfy the other. This Court
rejects the petitioners' submission that Section
29-A(2)'s concept of 'majority of elected
members' should be read into Rule 14-AK(4)'s
quorum formula. The two provisions use
different language, serve different purposes,
and operate at different stages of the
functioning of a co-operative society.
12.47. Furthermore, the 'notwithstanding' clause in
Section 29-A(2) overrides other provisions 'for
- 68 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the purposes of' deemed constitution. It cannot
be stretched to override the quorum
requirement under Rule 14-AK(4) for the
entirely different purpose of enabling business
to be transacted at a meeting. The
'notwithstanding' clause must be read in
context and confined to its operative purpose.
This principle of contextual reading of
'notwithstanding' clauses is well-established in
jurisprudence on statutory interpretation.
12.48. The decision in Sharanabasappa is directly on
point. In that case, the Hon'ble Court read Rule
14-AK(4) of the Rules of 1960 in conjunction
with Section 28-A(2) of the Act of 1959 and
held that the 'strength stipulated under Sub-
rule (4) of Rule 14-AK' refers to the
composition prescribed under Section 28-A(2)
and the bye-laws. The Court held that casual
vacancies, vacancies arising during the course
of the Board's term, do not alter this
prescribed strength.
12.49. The principle from Sharanabasappa can be
stated as follows: the strength of the Board for
the purpose of Rule 14-AK(4) is the
- 69 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
prescribed/sanctioned strength as determined
by the bye-laws read with Section 28-A(2), and
this strength is not reduced by the mere
circumstance of vacancies subsisting in the
Board.
12.50. The petitioners have argued that
Sharanabasappa dealt with 'casual vacancies'
(vacancies arising mid-term due to resignation,
death, or disqualification of sitting directors)
whereas in the present case, the vacancies
arose at the initial stage because no candidates
from reserved categories contested the
election. This Court is of the opinion that this
distinction does not materially affect the
principle. The prescribed strength of the Board
(thirteen) is fixed by the bye-laws. Whether
seats are vacant at the beginning (because no
candidates contested) or in the middle (because
of resignation etc.), the bye-laws still specify
thirteen as the strength. The strength 'as
specified in the bye-laws' does not change with
the circumstances of the vacancy.
12.51. Indeed, the present case involves initial
vacancies which, if anything, are structurally
- 70 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
more similar to the 'notional' vacancies
contemplated by the prescribed composition
than casual vacancies are. The bye-laws say
thirteen; if only ten are elected, the bye-laws
still say thirteen. The prescribed strength under
the bye-laws remains thirteen regardless of the
election results.
12.52. The decision inBasavanna H.M. construes Rule
14-AK(4) and confirms that: (a) the quorum is
the number next to fifty per cent of the
'strength of the board as specified in the bye-
laws'; (b) this quorum must be present at the
precise point of time when business is sought to
be transacted. In Basavanna H.M., the
Hon'ble Co-ordinate Bench treated the quorum
as a fixed number derived from the bye-law-
specified strength and held that it must be
satisfied at the time of each transaction of
business.
12.53. The decision of the Co-ordinate Bench is
binding on this Court. The Co-ordinate Bench in
Basavanna H.M. treated the quorum as a
number derived from the bye-law-prescribed
strength without any suggestion that it might
- 71 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
vary with the number of directors actually
elected. This Court adopts the same
understanding of Rule 14-AK(4).
12.54. The learned Senior Counsel for the petitioners
argued that Rule 14-AG(6-A) does not use the
phrase 'as specified in the bye-laws' and
therefore the quorum for the office-bearers'
election meeting may be based on elected
strength. This Court does not accept this
argument. The Karnataka Co-operative
Societies Rules, 1960 form a cohesive body of
delegated legislation. Terms used in these
Rules must carry a consistent meaning
throughout the Rules, unless the context clearly
indicates otherwise.
12.55. 'Strength of the board' in Rule 14-AG(6-A)
must mean the same thing as 'strength of the
board as specified in the bye-laws' in Rule 14-
AK(4), because both Rules are part of the same
framework governing co-operative society
elections. Rule 14-AK(5) itself specifically
provides that the provisions of Rule 14-AJ apply
mutatis mutandis to Board meetings, indicating
the interconnected nature of these rules. There
- 72 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
is no textual or contextual basis for giving
'strength of the board' a different, narrower
meaning in Rule 14-AG(6-A) than it carries in
Rule 14-AK(4).
12.56. Furthermore, if 'strength of the board' in Rule
14-AG(6-A) were to mean only the number of
elected directors, it would make the quorum for
the most important meeting (election of office-
bearers) more flexible and easier to satisfy than
the quorum for ordinary Board meetings. This
cannot be the legislative intent. The election of
office-bearers is a foundational act for the
entire management structure of the co-
operative society. It deserves at least as high a
threshold as ordinary Board meetings, not a
lower one.
12.57. The learned Senior Counsel for the petitioners
also relied on the proviso to Section 28-A(4-A),
which excludes professional and functional
directors from quorum computation. He argued
that this shows that only actual directors
(elected) count for quorum, and vacant seats
do not. However, this argument proceeds from
a misconception. The proviso to Section 28-
- 73 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
A(4-A) excludes certain categories of persons
who are members of the Board (co-opted
directors) from quorum computation. This is a
specific exclusion for a specific category of
Board members. Vacant seats do not have
occupants at all; there is no person to be
included or excluded. The proviso to Section
28-A(4-A) does not address the situation of
vacancies; it addresses a specific category of
existing Board members. The two situations are
not analogous and no inference can be drawn
from the proviso to support the petitioners'
case.
12.58. In the present case, the bye-laws of respondent
No.3-Society specify the strength of the Board
as thirteen (13). This is the 'strength of the
board as specified in the bye-laws' for the
purposes of Rule 14-AK(4) and Rule 14-AG(6-
A).
12.59. Quorum = number next to fifty per cent of
thirteen. 4.26 Fifty per cent of thirteen = 6.5.
4.27 The number next to 6.5 = 7.Therefore,
the quorum for meetings of the Board of
respondent No.3-Society is seven (7) directors.
- 74 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
12.60. This quorum of seven (7) does not change
merely because only ten (10) directors were
elected to the Board and three (3) seats
remained vacant. The quorum is derived from
the strength as specified in the bye-laws, and
the bye-laws specify thirteen (13). Until the
bye-laws are amended, the quorum remains
seven (7).
12.61. For the foregoing reasons, I answer Point No.
(i) by holding that the quorum required under
Rule 14-AK(4) of the Karnataka Co-operative
Societies Rules, 1960 for a meeting of the
Board of a Co-operative Society is to be
computed with reference to the sanctioned
strength of the Board as provided under the
Act, Rules and bye-laws, and NOT with
reference to the number of directors actually
elected to the Board. The expression 'strength
of the board as specified in the bye-laws' in
Rule 14-AK(4) means the prescribed/sanctioned
composition of the Board as specified in the
bye-laws of the society, which in the present
case is thirteen (13). The quorum for meetings
of the Board of respondent No.3-Society is
seven (7).
- 75 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
13. Answer to Point No. (ii): Whether the Board of
Directors of respondent No.3-Society could be
treated as duly constituted under Section 29-A
of the Karnataka Co-operative Societies Act,
1959 when only ten (10) directors were elected
against the sanctioned strength of thirteen
(13)?
13.1. Sri. M.R. Rajagopal, learned Senior Counsel for
the petitioners, advanced the following
submissions on Point (ii):
13.2. He submitted that the answer to this Point is
clearly in favour of the petitioners, as it flows
directly from Section 29-A(2) of the Act of
1959. He referred to the provision once more:
"(2) Notwithstanding anything contained in this Act or
the rules or the bye-laws of a co-operative society, the
board shall be deemed to be duly constituted when the
majority of the elected members of the board are
available to function as members of the board after the
election."
13.3. On 11.02.2024, ten directors had been elected.
Six directors were present. The majority of ten
elected directors is six (since fifty per cent of
ten is five, and the majority means more than
fifty per cent, i.e., six or more). Therefore, six
directors being present and available to
function satisfies the condition in Section 29-
- 76 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
A(2). The Board of respondent No.3-Society
was therefore deemed to be duly constituted.
13.4. Section 29-A(3) provides that 'The board
deemed to be constituted under sub-section (2)
shall be competent to exercise all the powers
and perform all the functions of the board of
the co-operative society.' This means that the
Board, once deemed constituted, has full
competence - it is not a partial or limited
Board. It is the Board in its full legal sense,
with all the powers of a Board.
13.5. The expression 'the majority of the elected
members of the board are available to function'
in Section 29-A(2) is the only threshold that
needs to be satisfied for deemed constitution. It
does not say 'the majority of the sanctioned
strength' or 'more than fifty per cent of
thirteen.' It uses the concept of 'elected
members' - those who have been duly elected
to the Board. In the present case, those elected
members number ten, and six of them were
present.
13.6. He submitted that this finding that the Board
was deemed constituted is a precondition for
- 77 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the entire subsequent analysis. If the Board is
not even constituted, the Returning Officer
would have no mandate to conduct elections.
But since the Board was duly constituted, the
Returning Officer's mandate was activated, and
he ought to have proceeded.
13.7. Sri. Yogesh D. Naik, learned AGA, submitted
that while he does not contest the proposition
that Section 29-A(2) provides for deemed
constitution, the deemed constitution of the
Board is a separate and distinct question from
the quorum for meetings. Even if the Board is
deemed constituted, it must still satisfy the
quorum requirement under Rule 14-AK(4)
before it can transact business. These are two
independent requirements.
13.8. The question of whether the Board is
'constituted' is the threshold question for its
very existence as an entity. The question of
'quorum' is the threshold for it to transact
business at any particular meeting. Both
requirements must be independently satisfied.
The deemed constitution of the Board does not
waive or modify the quorum requirement.
- 78 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
13.9. Even accepting for the sake of argument that
the Board was deemed constituted under
Section 29-A(2), the quorum of seven (7) for
the meeting was not satisfied, since only six (6)
directors were present. Therefore, the election
of office-bearers could not proceed.
13.10. Sri. A. Devaraj, learned counsel for
respondents No.4 and No.5, adopted a similar
position and submitted that the question of
deemed constitution under Section 29-A does
not affect the quorum requirement for
meetings, which is an independent statutory
mandate.
13.11. I have heard all the counsels on this aspect.
Section 29-A(1) provides that the term of office
of Board members shall commence on the date
on which the majority of elected members
assume office or the term of the outgoing
Board expires, whichever is later. Section 29-
A(2), with its 'notwithstanding' clause, provides
that the Board shall be 'deemed to be duly
constituted' when the majority of elected
members 'are available to function' as Board
members after the election. Section 29-A(3)
- 79 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
vests full competence in the deemed-
constituted Board.
13.12. For Section 29-A(2) to be triggered, two
conditions must be met: (a) there must be
elected members of the Board; and (b) the
majority of those elected members must be
available to function.
13.13. In the present case:
13.13.1. Ten directors were duly elected in the
elections held on 28.01.2024, the
result of which was declared by
notification dated 22.01.2024. These
ten persons are the 'elected members
of the board.'
13.13.2. On 11.02.2024, six out of these ten
directors were present at the meeting
convened by the Returning Officer. Six
out of ten = sixty per cent. Majority of
ten = more than five, i.e., six or more.
Six directors being present satisfies
the requirement of 'majority of elected
members being available to function.'
- 80 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
13.14. Therefore, as on the date of the first meeting
(11.02.2024), the conditions for deemed
constitution under Section 29-A(2) were
satisfied. The Board of respondent No.3-Society
stands deemed to have been duly constituted.
13.15. Section 29-A(3) further provides that such a
deemed-constituted Board is competent to
exercise all the powers and perform all the
functions of the Board. This means the
deemed-constituted Board is not a diminished
or limited entity. It has the full powers of the
Board, including the power to elect office-
bearers.
13.16. This Court agrees with the submission of the
learned AGA that deemed constitution and
quorum are two distinct requirements. Section
29-A(2) determines whether the Board, as an
institution, exists and is competent to function.
Rule 14-AK(4) determines whether, at any
particular meeting, enough members are
present for business to be transacted. A Board
can be constituted (Section 29-A) and yet lack
quorum at a particular meeting (Rule 14-
- 81 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
AK(4)). Satisfying Section 29-A does not
automatically satisfy Rule 14-AK(4).
13.17. In the present case, the Board was duly
constituted under Section 29-A (six out of ten
elected members were present). However, as
has been found under Point (i), the quorum for
meetings is seven (based on the sanctioned
strength of thirteen). Since only six directors
were present, the quorum was not met. The
deemed constitution of the Board does not
override or supersede the quorum requirement.
13.18. For the foregoing reasons, I answer point No.
(ii) by holding that the Board of Directors of
respondent No.3-Society is to be treated as
duly constituted under Section 29-A of the
Karnataka Co-operative Societies Act, 1959,
even though only ten (10) directors were
elected against the sanctioned strength of
thirteen (13). This is because on the date of the
first meeting (11.02.2024), six (06) out of the
ten (10) elected directors were present, which
satisfies the requirement under Section 29-A(2)
that 'the majority of the elected members of
the board are available to function.' The Board
- 82 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
is therefore deemed to be duly constituted
under Section 29-A(2) and is competent under
Section 29-A(3) to exercise all powers and
perform all functions of the Board. However,
this deemed constitution does not satisfy or
modify the independent quorum requirement
under Rule 14-AK(4), which is dealt with under
Points (i), (iii) and (iv).
14. Answer to Point No. (iii): Whether the presence
of six (06) elected directors in the meeting
convened on 11.02.2024 and the adjourned
meeting held on 18.02.2024 satisfied the
quorum requirement for conducting the
election of office-bearers of respondent No.3-
Society?
14.1. Sri. M.R. Rajagopal, learned Senior Counsel for
the petitioners, submitted that six (06)
directors were present on both 11.02.2024 and
18.02.2024. He reiterated that the quorum is to
be calculated on the basis of the number of
directors actually elected (ten), not the
sanctioned strength (thirteen). On that basis,
he submitted: fifty per cent of ten = five;
number next to five = six. Six directors being
present therefore satisfies the quorum of six
required under Rule 14-AK(4) and Rule 14-
AG(6-A).
- 83 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
14.2. This computation is reinforced by Section 29-
A(2), which treats the Board as deemed
constituted when the majority of elected
members (six out of ten) are available to
function. The presence of the same six directors
who constitute the majority of the elected
Board also satisfies the quorum requirement.
14.3. He therefore submitted that the presence of six
directors at both meetings fully satisfied the
quorum requirement for conducting the election
of office-bearers, and the Returning Officer was
in error in treating the quorum as unsatisfied.
14.4. Sri. Yogesh D. Naik, learned AGA, submitted
that the quorum is seven (7), being the
number next to fifty per cent of the sanctioned
strength of thirteen. On both dates, only six
(06) directors were present. Six is one short of
the required quorum of seven. The quorum was
therefore not satisfied on either date.
14.5. He relied on the factual position which
acknowledge that six directors were present
and four were absent on both dates. The
factual position is not in dispute; the dispute is
- 84 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
only about the legal consequence of six
directors being present.
14.6. He submitted that on the correct legal position
- quorum = seven - the presence of only six
directors does not satisfy the quorum
requirement. The election of office-bearers
could not legally be conducted.
14.7. Sri. A. Devaraj, learned counsel for
respondents No.4 and No.5, adopted the same
position and submitted that six directors
present does not satisfy the required quorum of
seven.
14.8. Under Point (i), this Court has held that the
quorum for meetings of the Board of
respondent No.3-Society is seven (7),
calculated on the basis of the sanctioned
strength of thirteen (13) as specified in the
bye-laws. Under Point (ii), this Court has held
that the Board was deemed constituted under
Section 29-A(2) since the majority of the ten
elected members (six) were available to
function.
- 85 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
14.9. The question under Point (iii) is whether the
presence of six directors on 11.02.2024 and
18.02.2024 satisfied the quorum requirement
for conducting the election of office-bearers.
14.10. The quorum required is seven (7). On both
dates, six (06) directors were present. Six (6)
is one short of seven (7). The quorum was not
satisfied on either date.
14.11. The fact that the Board was deemed
constituted under Section 29-A(2) does not
change this analysis. As this Court has
explained under Point (ii), deemed constitution
and quorum for meetings are two distinct
requirements. The satisfaction of the Section
29-A(2) threshold (majority of elected
members = six present) does not override or
substitute for the Rule 14-AK(4) quorum (seven
required). The two requirements are
independent and must both be satisfied.
14.12. It is noted that the specific provision governing
the meeting for election of office-bearers is
Rule 14-AG(6-A), which provides: 'The quorum
for a meeting of the board convened under
sub-rule (6) shall be fixed at the number next
- 86 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
to fifty per cent of the strength of the board.'
As this Court has held under Point (i), 'strength
of the board' in this provision also refers to the
sanctioned strength (13), and the quorum for
the meeting for election of office-bearers is also
seven (7). Six directors present does not satisfy
this requirement either.
14.13. Therefore, on both occasions (11.02.2024 and
18.02.2024), the quorum requirement under
Rule 14-AK(4) and Rule 14-AG(6-A) was not
satisfied.
14.14. For the foregoing reasons I answer Point No.
(iii) by holding that the presence of six (06)
elected directors in the meeting convened on
11.02.2024 and the adjourned meeting held on
18.02.2024 did NOT satisfy the quorum
requirement for conducting the election of
office-bearers of respondent No.3-Society. The
quorum required under Rule 14-AK(4) and Rule
14-AG(6-A) was seven (07), derived from the
sanctioned strength of thirteen (13) specified in
the bye-laws. The presence of only six (06)
directors fell short of the required quorum by
one. Therefore, the quorum requirement was
- 87 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
not satisfied on either date, and the election of
office-bearers could not legally proceed.
15. Answer to Point No.(iv): Whether the Returning
Officer was justified in adjourning and
subsequently abandoning the meeting on the
ground that the quorum requirement was not
satisfied?
15.1. Sri. M.R. Rajagopal, learned Senior Counsel for
the petitioners, submitted as that the Returning
Officer acted contrary to law on both occasions.
On 11.02.2024, the Returning Officer
adjourned the meeting on the erroneous
ground that quorum was not present. He
submitted that since the quorum ought to have
been calculated on the basis of elected strength
(ten), the presence of six directors satisfied the
quorum of six (number next to fifty per cent of
ten). The Returning Officer should not have
adjourned.
15.2. Even more egregious was the action of the
Returning Officer on 18.02.2024, when he
treated the adjourned meeting as 'closed' on
the same ground of lack of quorum. He
submitted that 'abandoning' or 'closing' a
meeting constituted for the specific statutory
purpose of electing office-bearers, without
- 88 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
conducting the election, was a serious
dereliction of the Returning Officer's statutory
duty under Section 29-F(5) of the Act and Rule
14-AG(3) of the Rules of 1960.
15.3. The consequence of the Returning Officer's
action has been to leave respondent No.3-
Society without any office-bearers, which has
adversely affected its functioning. The society's
members are unable to access the
management of the society's affairs. This was
the direct and foreseeable consequence of the
Returning Officer's refusal to proceed with the
election.
15.4. The statutory duty to conduct the election of
office-bearers cast upon the Returning Officer
and the CEC under Rule 14-AG and Section 29-
F(5) is mandatory and cannot be defeated by
an erroneous computation of quorum.
15.5. Sri. Yogesh D. Naik, learned AGA, submitted
that the Returning Officer acted strictly in
accordance with Rule 14-AK(4) and Rule 14-
AG(6-A) on both occasions. Rule 14-AK(4) is
clear: 'If there is no quorum at the time of
transacting any business in any meeting of the
- 89 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
board, no such business shall be transacted.'
The quorum of seven was not present on either
date. The Returning Officer could not have
proceeded to conduct the election.
15.6. He relied on the decision inBasavanna H.M.,
which affirms that the quorum must be present
at the time of transacting business. Absent
quorum, no business can be transacted. This is
a mandatory prohibition.
15.7. The Returning Officer's action on 11.02.2024
(adjournment for want of quorum) was proper.
On 18.02.2024 (treating as closed for want of
quorum), the Returning Officer again acted
appropriately, since the quorum was again not
present. He could not conduct the election
without the required quorum.
15.8. The six directors who were present, by their
refusal to secure the presence of the remaining
four directors or atleast one other director,
effectively brought about this situation. The
Returning Officer cannot be faulted for following
the law. The responsibility for the deadlock lies
elsewhere.
- 90 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
15.9. Sri. A. Devaraj, learned counsel for
respondents No.4 and No.5, submitted that the
Returning Officer's actions on both dates were
in accordance with the statutory requirements.
The Returning Officer acted within his authority
and in compliance with the applicable Rules.
15.10. On 11.02.2024, the Returning Officer found
that only six (06) directors had presented
themselves for the meeting convened for
election of office-bearers, while four (04)
remained absent. As this Court has held, the
quorum under Rule 14-AK(4) and Rule 14-
AG(6-A) was seven (7). With only six directors
present, the quorum was not satisfied.
15.11. Rule 14-AK(4) provides that 'If there is no
quorum at the time of transacting any business
in any meeting of the board, no such business
shall be transacted.' Conducting the election of
office-bearers is clearly 'business' of the Board
meeting. In the absence of the requisite
quorum, no such business can be transacted.
15.12. The decision of the Co-ordinate Bench in
Basavanna H.M. is directly applicable. That
decision holds: 'It is clear that the quorum is at
- 91 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
the relevant point of time of transacting of any
business. The holding of the election if is
construed to be transaction of business at the
time of election of the President, the quorum
should have been fulfilled.' The same principle
applies here. The holding of the election of
office-bearers is a transaction of business, and
the quorum must be fulfilled at that time.
15.13. The Returning Officer's action on 11.02.2024 in
adjourning the meeting for want of quorum was
therefore fully justified and in accordance with
the law. The Returning Officer had no option
but to adjourn, since proceeding in the absence
of the required quorum would have been
contrary to the express mandate of Rule 14-
AK(4).
15.14. On 18.02.2024, the adjourned meeting was
convened. Again, only six (06) directors were
present and four (04) were absent. The
Returning Officer again found that the quorum
was not satisfied and treated the meeting as
closed.
15.15. The failure of quorum on the adjourned
meeting date meant that, once again, the
- 92 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
election of office-bearers could not be
conducted. The Returning Officer's finding that
quorum was absent was correct.
15.16. However, there is a broader question: was it
appropriate for the Returning Officer to
'abandon' or 'close' the meeting permanently,
thereby bringing the entire election process to
an end? Rule 14-AG provides the Returning
Officer with a specific mandate to conduct the
election of office-bearers. This is a mandatory
duty cast upon him by the statute (Section 29-
F(5) of the Act of 1959 and Rule 14-AG(3) of
the Rules of 1960). The Returning Officer is not
merely a passive presiding officer; he has a
statutory duty to enable the election to happen.
15.17. Rule 14-AG does not expressly provide for what
happens if the quorum is not satisfied at either
the first meeting or the adjourned meeting for
election of office-bearers. In such a situation,
the Returning Officer ought to have reported
the matter to the Co-operative Election
Commission (CEC) and the Registrar for further
directions, rather than simply treating the
matter as closed. The permanent closure of the
- 93 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
election process without any report to the
higher authority is a consequence that the
statute does not contemplate and which
adversely affects the functioning of the co-
operative society.
15.18. While the Returning Officer's substantive
finding (that quorum was absent on
18.02.2024) was correct, the consequential
action of permanently abandoning the election
process was not the most appropriate course of
action available to him. The appropriate course
would have been to report the matter to the
CEC for further directions, enabling the CEC to
take such steps as are available under the Act
and Rules to address the deadlock, including by
taking steps to fill the vacant reserved seats or
by appointing an administrator in accordance
with Section 28-A(5) of the Act of 1959.
15.19. The failure of the election process is directly
related to the circumstance that three reserved
seats could not be filled at the initial election
because no candidates from the reserved
categories contested. This situation was beyond
the control of the Returning Officer. However, it
- 94 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
was incumbent upon the Returning Officer and
the CEC to take positive steps to address the
deadlock and ensure that the society is not left
rudderless.
15.20. For the foregoing reasons I answer Point No.
(iv) by holding that the Returning Officer was
JUSTIFIED in adjourning the meeting on
11.02.2024 on the ground that the quorum
requirement was not satisfied, since only six
(06) directors were present against the
required quorum of seven (07). The Returning
Officer was also JUSTIFIED in not conducting
the election of office-bearers on 18.02.2024
when, again, only six directors were present
against the required quorum of seven.
However, the action of the Returning Officer in
treating the meeting as permanently closed or
abandoned, without reporting the matter to the
Co-operative Election Commission or the
Registrar for further directions, was not the
most appropriate course available to him. While
the Returning Officer did not act erroneously in
declining to conduct the election without
quorum, the consequential abandonment of the
election process without any further action has
- 95 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
led to an administrative deadlock which the
appropriate authorities are required to address.
16. Answer to Point No. (v): Whether the
petitioners are entitled to the reliefs sought for
in the present writ petition, including the
declaration that quorum is to be calculated on
the basis of the number of elected directors and
a direction to proceed with the election of
office-bearers?
16.1. Sri. M.R. Rajagopal, learned Senior Counsel for
the petitioners, submitted that the petitioners
are entitled to all the reliefs sought for. He
reiterated that the quorum ought to be
calculated on the elected strength (ten),
making the quorum six. Six directors were
present at both meetings. Therefore, the
meetings were validly constituted and the
Returning Officer ought to have proceeded with
the election.
16.2. The proceedings of the Returning Officer dated
11.02.2024 and 18.02.2024 (Annexures-C and
D) are liable to be quashed, as they were based
on an erroneous computation of quorum.
16.3. Appropriate directions ought to be issued
directing the Returning Officer to hold the
election of office-bearers from among the ten
- 96 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
elected directors, treating the six who were
present as having constituted the required
quorum.
16.4. The non-functioning of the Board and the
absence of office-bearers has caused
considerable prejudice to the petitioners and to
the members and activities of respondent No.3-
Society. The writ jurisdiction of this Court ought
to be exercised to remedy this situation.
16.5. Sri. Yogesh D. Naik, learned AGA, submitted
that the petitioners are not entitled to the
reliefs sought for. The quorum is correctly
calculated on the sanctioned strength of
thirteen, making the quorum seven. Six
directors present does not satisfy this
requirement. The Returning Officer acted
correctly. The writ petition is liable to be
dismissed.
16.6. The declaration sought by the petitioners, that
quorum is to be calculated on the basis of
elected directors, is contrary to the statutory
provisions and the interpretation placed upon
them by the Co-ordinate Bench decisions cited,
and cannot be granted.
- 97 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
16.7. The quashing of the proceedings of the
Returning Officer is also not warranted, as
those proceedings were consistent with the law.
The Returning Officer acted in good faith and in
accordance with his understanding of the
applicable rules.
16.8. Sri. A. Devaraj, learned counsel for
respondents No.4 and No.5, supported the
position of the learned AGA and submitted that
no relief ought to be granted to the petitioners.
16.9. The petitioners seek the following reliefs (which
have been enumerated in paragraph 1 of this
judgment): (i) a declaration that quorum under
Rule 14-AK(4) is to be interpreted as being
based on the elected strength; (ii) quashing of
the Returning Officer's proceedings dated
11.02.2024 and 18.02.2024; (iii) a direction to
the Returning Officer to declare that quorum
was present on 11.02.2024 and to proceed with
the election of office-bearers; and (iv) and (v)
any appropriate order. This Court examines
each of these reliefs in turn.
16.10. This Court has, in its consideration of Point (i),
held that the quorum under Rule 14-AK(4) is to
- 98 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
be computed with reference to the sanctioned
strength of the Board as specified in the bye-
laws, which is thirteen (13), and not with
reference to the number of directors actually
elected (ten). The quorum is therefore seven
(07), not six (06).
16.11. Accordingly, the declaration sought by the
petitioners, that quorum is to be calculated on
the basis of elected directors, is contrary to the
law and cannot be granted.
16.12. The proceedings of the Returning Officer dated
11.02.2024 (adjournment for want of quorum)
and 18.02.2024 (treating the meeting as closed
for want of quorum) were based on a correct
computation of quorum. The quorum of seven
(07) was not satisfied on either date (only six
directors were present). The Returning Officer,
in not proceeding with the election on both
occasions, acted in compliance with Rule 14-
AK(4) and Rule 14-AG(6-A).
16.13. No illegality, perversity, or jurisdictional error is
made out in the proceedings of the Returning
Officer. The proceedings of the Returning
- 99 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
Officer cannot be quashed on the ground that
he correctly applied the quorum rule.
16.14. A direction to the Returning Officer to declare
that quorum was present on 11.02.2024 (when
it was not, on the correct legal position) and to
proceed with the election of office-bearers
would require this Court to substitute its own
view of what the quorum should be for what
the statute and rules prescribe. This Court
cannot do so. The quorum is a matter of law, it
is what the law says it is, not what the
petitioners argue it ought to be.Moreover, even
if such a direction were issued, it would create
a legal fiction that quorum was present on a
date when it was not, which would render the
election proceedings liable to challenge.
Directions to conduct elections in violation of
mandatory statutory requirements cannot be
issued under writ jurisdiction.
16.15. However, this does not mean that the Court is
indifferent to the predicament of the petitioners
and the society. The finding that the specific
reliefs sought cannot be granted does not mean
the situation must continue indefinitely. This
- 100 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
brings the Court to consider what directions, if
any, are appropriate in exercise of writ
jurisdiction under Articles 226 and 227 of the
Constitution of India.
16.16. The factual situation before the Court is this:
Respondent No.3-Society has ten duly elected
directors but no office-bearers. Three seats on
the Board remain vacant because no candidates
from reserved categories contested the
election. The quorum for the meeting of the
Board for election of office-bearers is seven
(07), but only six (06) directors are available
and willing to attend. Even if the same ten
directors continue for any number of meetings,
the quorum will not be satisfied unless at least
seven directors attend, and at present only six
are doing so.
16.17. This creates an administrative deadlock that
adversely affects the functioning of respondent
No.3-Society. The society has no office-bearers
to manage its affairs. This is not a situation the
legislature could have intended. The Act and
the Rules have built-in mechanisms to address
such situations:
- 101 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
16.17.1. Section 28-A(5) of the Act of 1959
provides: 'If the new board is not
constituted under section 29A, on the
date of expiry of the term of office of
the board or if the elections are not
held within the time limits specified in
Section 39A, the Registrar or any
other officer... shall be deemed to
have assumed charge as
Administrator...'
16.17.2. While this provision requires further
analysis as to whether it is squarely
applicable to the present situation
(since a Board was indeed constituted
under Section 29-A), the principle of
administrative continuity it reflects is
relevant.
16.17.3. Section 29-E of the Act of 1959
provides for the filling of casual
vacancies. While the three vacancies in
the present case arose at the stage of
the initial election, the appropriate
authority should examine whether
steps can be taken under Section 29-E
- 102 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
or under any other applicable provision
to fill the vacant reserved seats, so
that the Board reaches a strength at
which the quorum requirement can be
satisfied.
16.17.4. If the reserved category seats cannot
be filled under the above provisions
within a reasonable time, the matter
should be brought to the attention of
the Registrar and the CEC for
appropriate action, which may include
appointment of an administrator if that
is the legal consequence under the
Act.
16.18. This Court is of the opinion that respondents
No.1 (State of Karnataka), No.4 (State Election
Authority/CEC) and No.5 (Deputy
Commissioner and District Election Officer)
must take prompt and appropriate steps to
address this deadlock in accordance with the
law. The interest of the members of respondent
No.3-Society and the public interest in the
proper functioning of co-operative institutions
- 103 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
demands that the situation be resolved without
further delay.
16.19. This Court, while refusing the specific reliefs
sought in the writ petition (which are premised
on an interpretation of quorum that this Court
has found untenable), deems it appropriate to
issue a general direction to the appropriate
authorities to take steps within the framework
of the Act and Rules to address the deadlock.
16.20. For the foregoing reasons, I answer Point No.
(v) by holding that he petitioners are NOT
entitled to the specific reliefs sought in the writ
petition, namely: (a) the declaration that
quorum is to be calculated on the basis of the
number of elected directors (which this Court
has found to be contrary to law); (b) the
quashing of the Returning Officer's proceedings
dated 11.02.2024 and 18.02.2024 (which were
in accordance with the law); and (c) a direction
to the Returning Officer to proceed with the
election of office-bearers on the basis that
quorum was satisfied on 11.02.2024 (which
would require the Court to act contrary to the
mandatory quorum requirement).
- 104 -
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
16.21. However, the Court takes cognizance of the
administrative deadlock created by the inability
to elect office-bearers and deems it appropriate
to issue directions to the appropriate
authorities to take steps to address the same
within the framework of the Act and Rules.
17. Answer to Point No.(vi): What Order?
17.1. In view of the foregoing, I pass the following
ORDER
(i) The writ petition is PARTLY ALLOWED
(ii) Though the reliefs sought for are rejected,
however, in exercise of jurisdiction under
Articles 226 and 227 of the Constitution of
India, and taking note of the administrative
deadlock in the functioning of respondent
No.3-Society arising from the inability to
elect office-bearers, the following directions
are issued:
SPONSORED
a. Respondent No.4 (the State Election
Authority, by its Commissioner) and
respondent No.1 (the State of
Karnataka, through the Secretary,
Department of Co-operative
Societies) are hereby DIRECTED to
– 105 –
NC: 2026:KHC:15476
WP No. 5720 of 2024HC-KAR
examine, within a period of eight
(08) weeks from the date of this
order, what steps are available
under the Karnataka Co-operative
Societies Act, 1959, and the
Karnataka Co-operative Societies
Rules, 1960, to address the deadlock
arising from the three vacant
reserved seats in the Board of
respondent No.3-Society, including
by way of steps to fill the said seats
under Section 29-E of the Act or any
other applicable provision, or by
taking such other steps as may be
warranted under the Act and Rules.
b. Upon the taking of such steps and
the filling of at least one of the three
vacant reserved seats (or upon any
other development that enables the
quorum of seven (07) directors to be
present at a meeting), respondent
No.4 shall ensure that a meeting for
the election of office-bearers of
respondent No.3-Society is convened
and conducted at the earliest, in
– 106 –
NC: 2026:KHC:15476
WP No. 5720 of 2024
HC-KAR
accordance with Rule 14-AG of the
Rules of 1960.
c. If the vacant reserved seats cannot
be filled within the period specified
above, respondent No.1 and
respondent No.4 shall place a report
before the Registrar of Co-operative
Societies for appropriate action,
including if necessary, action under
Section 28-A(5) of the Act of 1959
for appointment of an Administrator,
so that the affairs of respondent
No.3-Society are managed in
accordance with the law and without
further disruption to its functioning.
d. Respondent No.3 (Milk Producers
Co-operative Society Ltd.) is directed
to co-operate with all measures
taken by the appropriate authorities
under this order.
Sd/-
(SURAJ GOVINDARAJ)
JUDGE
SR
List No.: 19 Sl No.: 1