2. Memorandum of association.—The memorandum of association shall contain the following things, that is to say,— the name of the society; the objects of the society; the names, addresses, and occupations of the governors, council, directors, committee, or other governing body to whom, by the rules of the society, the management of its affairs is entrusted. A copy of the rules and regulations of the society, certified to be a correct copy by not less than three of the members of the governing body, shall be filed with the memorandum of association. State Amendments
(Gujarat) —(i) Renumber section 2 as sub-section (1) thereof and in sub-section (1) as so renumbered after and below the words “the name of the society”, insert the following, namely:— “the place of situation of the registered office of the society; the addresses and occupations of the persons who have subscribed their names to the memorandum of association under section 1;”
(ii) after sub-section (1) as so renumbered, insert the following sub-sections, namely:— “(2) A society may, by a special resolution passed by a majority of not less than three fifths of the total membership of the society, after its memorandum of association.
(3) The alteration of the memorandum of association shall not take effect until, and except in so far as, it is sanctioned by the Registrar who shall, before granting such sanction, satisfy himself that the alteration is not such as would have the effect of making the society ineligible for registration under this Act.” [Vide Gujarat Act 17 of 1978, sec. 4 (w.e.f. 1-4-1978).] COMMENTS Under the Act, a committee of management can be framed to manage the affairs of society and the committee is to manage the affairs of the society for a period as specified in its Rules, Bye-laws or Regulations as the case may be. Therefore, if a society runs not only a college but an institution like hospital also the committee of management, constituted under the Act will be managing the affairs of the hospital while the committee of management which has to be formed under the scheme of Administration will have to manage the affairs of the college. That necessarily means that the committee so constituted under different statutes have separate identities and separate duties to perform depending upon the nature and extent of activities of the society. Where the society in question runs only the college and that both the Committees of Management constituted under the Act and under the scheme of Administration were the same, with the expiry of the term of the committee constituted for the society would also expire because it had no affairs to manage; Ram Sajiwan v. The II Additional District Judge, Fatehpur, AIR 1994 NOC 273 (All). The rules and regulations given in the memorandum of association form a contract amongst the members of the society and they are necessarily required to be registered under statute, these rules or regulations do not acquire any statutory character. And even if rules or bye-laws do not provide for the observance of the rules of natural justice before an expulsion, the courts will imply them in the contract which is a body of rules or bye-laws; State Bank of India Staff Association v Mohindra Bhattacharyya, AIR 1991 Cal 378. The Registrar can refuse to register a society in case all the necessary requirements as contemplated in the Act are not fulfilled; Shanti Sarup v. Radhaswami Satsang Sabha, Dayalbagh, Agra, AIR 1969 All 248.
Complete: The Societies Registration Act, 1860
