The
term Governing Body which is the most commonly used word
for the management of a society has not been defined anywhere
in the Societies Registration Act 1860.The Governing Body
is defined under Section 16 of the Societies Registration
Act 1860 as ‘Governing Body of a Society to consist
of the governors, council, committee, trustees or some
other body by whatever name called to whom or to which
by the rules and regulations of the society, the management
of its affairs is entrusted’. Therefore we can easily
say that the Governing Body of the Society is the brain
of the society without which it cannot operate.
In
absence of any definition in the Societies Registration
Act 1860, we draw an interpretation from the definition
as per Sec 32 of the English enactment, namely, Literary
and Scientific Institutions Act, 1854 which defines Governing
Body as:
“The
Governing Body of the institution shall be the council,
director, committee, or other body to whom by Act of
Parliament, Charter or the rules and regulations of the
institution, the management of the affairs is entrusted;
and if no such body shall have been constituted on the
establishment of the institution, it shall be competent
for the members thereof, upon due notice, to create for
itself a governing body to act for the institution thenceforth”
For
the regular activities of the society, the management,
execution and supervision is done by the governing body.
The governing body has to work within the framework of
the objects of the society as well as carry out the statutory
duties laid down in the Act.
The
governing body of the society is a fluctuating body,
however, the constitution of the governing body is not
affected by the change of the members. The governing
body will always exist to manage the affairs of the society
whether or not it has been properly constituted in terms
of the rules and regulations. The entrustment of the
management should be complete to the governing body.
The criterion in all cases is ‘who is managing
the affairs of the society’ .Similarly the property
of the society vests in the Governing Body and not in
the members of the society.
Members
and Meetings
Usually
the governing body comprises of members chosen from among
the members of the society or in some cases if the Government
feels necessary, a nominee can be appointed by the Government
in the Governing Body for public interest.
The
Annual General Meeting (AGM) of the society is held according
to the rules and regulations of the society generally
once in a year or as is defined in Sec 4 of the Societies
Registration Act. Section 4 of the Societies Registration
Act states that:
‘ Once
in every year, on or before the fourteenth day succeeding
the day on which ,according to the rules of the society,
the annual general meeting of the society is held ,or,
if the rules do not provide for an annual general meeting
,in the month of January, a list shall be filed with
the registrar of Joint Stock Companies, of the name,
addresses and occupations of the governors ,council,
directors ,committee or other governing body then entrusted
with the management of the affairs of the society’.
This section regarding the annual general meeting also corresponds to
Section 159 of the Companies Act 1956 which deals with the annual return
to be made by a company having a share capital. The section 159 of Companies
Act says that, ‘Every company having a share capital shall, within
forty two days from the date on which each of the annual general meetings
referred in Section 166 is held, prepare and file with the Registrar
a return containing the particulars specified in part I of Schedule V,
as they stood on that date, regarding:
a)
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its
registered office |
b)
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the
register of its members |
c)
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the
register of its debenture-holders |
d)
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its
shares and debentures |
e)
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its
indebtedness |
f)
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its
members and debenture holders, past and present,
and |
g)
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its
directors, managing director, managing agencies,
secretaries and treasurers, managers and secretaries
past and present……………..’
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similarly
in case of societies we interpret that the society shall
file a list containing the names ,addresses and occupations
of the governors, council, directors, committee or other
governing body then entrusted with the management of
the affairs of the society to the Registrar of Joint
Stock Companies,
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once
in a year when the AGM is held
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in
case it is not held once in a year then within
14 days on which the AGM is held according to the
rules of the society, and
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in
cases where the rules do not provide for an AGM,
then in the month of January.
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(
Under State Amendments certain states have replaced
the word ‘ Registrar of Joint Stock Companies’ by ‘ Registrar
of Societies’ or has been omitted).
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Changes
in the Managing Body/Governing Body
Several
states have inserted Section 4A, 4B, 4C to the Section
4 of the Central Societies Registration Act, which gives
insertions regarding the changes in the managing bodies
and the rules of the society to be filed with the Registrar.
These
sections of various states generally state that along
with the list mentioned in Sec 4(list of governing body)
to be submitted to the Registrar, a statement showing
changes during the year regarding Governors, Council,
Directors, Committee or other governing body to whom
the management of the affairs of the society is entrusted
along with a copy of the rules of the society corrected
up to date, certified by not less than three members
of the governing body also has to be filed.
These
insertions of section 4A, 4B, 4C have been made in various
states like Assam, Bihar, Gujarat, Maharashtra, Nagaland,
Orissa, Pondicherry, Uttar Pradesh, and Union Territory-
Goa Daman & Diu
Suits
by and against the Society
Section 6 of the Societies Registration Act states that every Society
registered under this Act may sue or be sued in the name of the President,
Chairman or Principal Secretary, or trustees as shall be determined by
the rules and regulations of the Society and in default of such determination
in the name of such person as shall be appointed by the governing body
of the occasion.
However
regarding the provisions relating to filing and defending
the suits by the Society, Section 7 of the Act provides
that no suit or proceeding of a society shall be discontinued
in case of death or cessation of office of the person
in whose name the suit has been filed. The suit or proceeding
shall be continued in the name of or against the successor
of such person.
Section
7 states that
No
suit or proceeding in any civil court shall abate or
discontinue by reason of the person, by or against whom
such suit or proceeding shall have been brought or continued,
dying or ceasing to fill the character in the name whereof
he shall have sued or sued by the same suit or proceeding
shall be continued in the name of or against the successor
of such person .Therefore same proceedings and suit shall
continue in the original form and vacancy in the governing
body shall not affect’
Minimum
members of a Governing Body
There
shall be at least 2 members of any governing body. However,
if the society is registered in the state of TamilNadu
there should be at least 3 members of the governing body.
The
members of the governing body are either elected or nominated
as per the rules and regulations of the society.
Term
of Office
Generally
the term of office of the members of the governing body
is given in the rules of the society. However if the
society is registered in the state of TamilNadu, the
TamilNadu State Act gives the term of office of a member
of the governing body for a period which cannot exceed
more than 3 years.
The
rules of society should also generally provide the procedure
for retirement and expulsion of the members.
Property
of the Society
Trustee
of a society is a person in whom the confidence has been
reposed under a trust. A Trustee is a person who is owner
of the property and deals with it as principal owner
and master subject only to an equitable obligation to
account to some person to whom he/she stands in relation
of trustee.
A
Trust is an obligation annexed to the ownership of a
property and arising out of a confidence reposed in and
accepted by the owners or declared or accepted by him
for the benefit of another and the owner thereof.
The
members of the governing body are the Trustees of the
Property of the Society. The property whether movable
or immovable vests with the society’s trustees
.In case there are no trustees for the property of the
society, it is deemed to be vested in the governing body
of the society. An office bearer of a society may also
be the trustee of the property.
In
case of any civil or criminal proceedings, the property
of society is also described as the property of the governing
body of such society.
However,
the personal property of the person or the officer who
has been named on behalf of the society is not in any
case liable for any judgements which have been given
against the property of the society. Section 8 of the
Act states that “If a judgement shall be recovered
against the person or officer named on behalf of the
society, such judgement shall not be put in force against
the property, movable or immovable, or against the body
of such person or officer, but against the property of
the society.’
Signing
Authority
In
general all the documents of the society to be filed
with the society registrar should be signed by the President
or the Chairman or the Secretary of the Society or by
any other person specifically authorized in this behalf.
Filing
of Documents of the Society
The
various documents or the various intimations to the registrar
of the society which are to be filed should be signed
either by the Chairman or the President, Secretary or
by any person specifically authorized in this behalf
by the rules and regulations or as authorized by a resolution
of the governing body.
Holding
Office
There
is no specific section or clause in the Societies Registration
Act 1860 regarding the qualifications and disqualifications
for holding office in a Society Some of the disqualification
given specifically by the Section 28 of the West Bengal
Societies Registration Act, section 16 of the UP Societies
Registration (Amendment) Act and Section 20 (2) of Travancore
Cochin Act are:
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A
person is disqualified for being chosen as or being
a member of the governing body are |
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Person is an undercharged insolvent
- is convicted of any offence in connection with the formation,
promotion, management or conduct of the affairs of a society or
a body corporate, or of any offence involving moral turpitude.
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Referring
to the a.m. sections of the State Acts and also the Companies
Act 1956, we can interpret that a person who is insolvent
or is of unsound mind or convicted of an offence involving
moral turpitude should not be allowed to hold any office
of a registered society
Statutory
Duties of the Governing Body
Since
Governing Body manages the affairs of the Society, the
members of the governing body have to comply with the
provisions laid down in the statute regarding filing
of the documents with the Registrar, maintenance of accounts,
managing and applying the funds of the society for carrying
out the objects of the society etc. The provisions of
the principal act lays down the way the society is required
to act and for all purposes it is the governing body
which has to fulfill these duties on behalf of the society.
The statutory duties which the governing body is required
to carry out are:
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Filing
of list of the names, addresses, occupations of
the Governors, Council, Directors, Committee or
other Governing Body at that time entrusted with
the management of the affairs of the society, once
in a year within 14 days of the annual general
meeting (AGM) of the society (or in the month of
January if rules do not provide for AGM ).
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Holding
of annual general meeting at the time prescribed
in the rules and regulations of the society.
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Holding
of extraordinary general special meeting in case
some special business has to be transacted which
cannot wait till holding of the AGM.
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Changes
in the managing body and the rules of the society
have to be filed with the registrar of societies
as per the provisions of various state act insertions
under Section 4A ,4B, 4C.
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Notice
of the situation of the Registered Office and any
change thereof has to be filed with the Registrar
within one month from the date of registration
of society or the date of the change as the case
may be.
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Any
amendments in the memorandum or bye laws has to
be registered with the registrar signed by one
of the members of the governing body to be accompanied
with a copy of the special resolution relating
to the amendment with a fee of Rs. 2.
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Ensuring
that the notice for the AGM and extraordinary meeting
is duly sent to all the members. |
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The
registered office should supply to its members
on application, copy of bye laws, receipts and
payment account, balance sheet at a prescribed
fee.
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Responsibility
for investment and application of the funds and properties
of the society. |
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Maintenance
of register of members as per the rules and regulations
of the society. |
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Display
of the name of the society at its place of business
and its registered office. |
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When
required by the Government or the Registrar, the
governing body of any society should submit periodical
account of income and expenditure and assets and
liabilities of the society.
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A
copy of the special resolution passed for any
purpose, duly signed by an officer of the society
authorized
by the rules of
the society should be filed with the registrar
within 20 days from the passing of
the resolution.
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The
governing body should ensure the recording of the
minutes of the proceedings of the governing body
or the general body.
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The
society should retain the important documents of
the society permanently. |
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