High Court Division :
(Special Original Jurisdiction)
Md. Habibul Gani J
Md. Akram Hossain Chowdhury J
Birisiri Division of Garo Baptist Convention Bangladesh represented by its Secretary, Pastor Bimol Sangma……………….. Petitioner
VS
Registrar, Joint Stock Companies and Firms and others———–Respondents
Judgment May 18th 2015
Constitution of Bangladesh, 1972
Article 102 (2)
Garo Baptist Convention of Bangladesh is a private organization registered with the office of the Registrar, Joint Stock Companies and Firms and mere registration does not state that the organization is running business with the affairs of the Republic, as such, the affairs of a private organization cannot be interfered in a writ forum. . ….. (10)
Constitution of Bangladesh, 1972
Article 102(2)
Dispute arising in respect of serving notice is a disputed question of facts and cannot be resolved by this Court sitting in writ jurisdiction. .. …. (10)
Societies Registration Act (XXI of 1860)
Sections 3, 6, 7, 8, 9 and 10
From plain reading of Sections 6-10 of the Act it is clear that the Civil Court has not been made barred by the Act rather it is always open for resolving the dispute of the private organizations. Any dispute among the members of the organizations may be resolved by competent Civil Court. .. …. (9)
Huang Chia Hajang vs Bangladesh. 58 DLR 503:
Mahmudul Haque vs Md. Hedayetullah. 48 DLR (AD) 128: Miah Fazal Din vs The Lahore Improvement Trust. 21 DLR (SC) 225 and Government Vs Md. Gazi Shafiqul, 19 BLC (AD) 163 ref.
AQM Fazlul Haque Khan. Advocate-For the Petitioner.
Md. Khurshid Alam Khan with Titus Hillol Rema,
Advocates-For the Respondent Nos. 2 & 3.
Judgment
Md Habibul Gani J : On an application under Article 102 of the Constitution this Rule was issued calling upon the respondents to show cause as to why amendment of Memorandum of Association of the respondent No.2, Garo Baptist Conventions Bangladesh done in the year 2007 and 2010 violation of Clause 19 of Memorandum of 1983 and also in violation of Section 12 of Societies Registration Act, 1860 as well as Sections 12 and 13 of the Companies Act, 1994 should not he declared to have been made without lawful authority and is of no legal effect and/or to pass such order or further order or orders as to this Court seems tit and proper.
2. Short, facts lending to disposal of the Ruin are that the petitioner Birisiri Division of Garo Baptist Convention Bangladesh situated at Birishiri under Police station Durgapur, District Netrokona a division/Circuit of Garo Baptist Convention Bangladesh filed the present writ petition through its secretary stating inter alia that the Garo Baptist Convention of Bangladesh, is a central organization of Native Christians of Bangladesh. It was formed with the Native Garo Baptist Community with certain objects to develop the spiritual life of Native Christians of Bangladesh and their Churches and to preach the gospels to the believers and others who have faith on the Gospels of the Lord, Jesus Christ and to carry out other similar activities and the same was registered with the Joint Stock Companies and Firms under the Societies Registration Act, 1860 on 8-1-I983. At the time of registration the Memorandum of Association and Rules and Regu1ation of Garo Baptist Convention of Bangladesh, it was duly submitted to the respondent No. 1 Registrar of Joint Stock Companies and Firms and those were duly received by the respondent No.1. The central organization namely Garo Baptist Convention of Bangladesh was duly regulated and managed under the Memorandum of Association, Rules and Regulations. It is further asserted that there are eleven branches all over in Bangladesh called as Circuit/Division and those Circuit/Division are managed by the elected executive committee approved by the central Organization. It is further asserted that the executive committee of the central organization i.e. (Garo Baptist Convention of Bangladesh amended its Memorandum in the year 2007 and in the year 2010 violating Clause 10 of the Memorandum and Rules and Regulations, 1983 of the said organization and also in violation of section 12 of the Societies Registration Act as well Sections 12 and 13 of the Companies Act, 1994. The petitioner being aggrieved with those amendments done by the respondents has filed instant writ petition.
3. The respondent Nos. 2 and 3 by filing affidavit-in-opposition controverted the material allegations made in the writ petition stating inter alia that the petitioner is not the Secretary of the Birisiri Circuit, that is, Birisiri Division of Garo Baptist Convention of Bangladesh and he has no locus standi to file this writ petition. The central committee of the Garo Baptist Convention of Bangladesh by taking resolution in their special general meeting amended the Memorandum in the year 2007 and 2010 through due process of law and no illegality was committed in the amendments. It is further asserted that the Garo Baptist convention of Bangladesh is absolutely a private organization and any action of the said organization cannot be challenged by making an application under Article 102 of the Constitution, as such, the Rule is liable to be discharged.
4. Mr AQM. Fazlul Haque Khan. The learned Advocate appearing for the petitioner submits that the ‘Society was registered in the year 1983 under Society Registration Act by filing Memorandum of Association. Rules and Regulations to the Registrar of the Joint Stock Companies and Firms. The Organization of the Garo Baptist Convention of Bangladesh is a Register Organization under the Societies Act. As such, the respondent No. 1 is the regulating and supervisory authority of the Organization. Learned Advocate further submits that the organizatio, is Registered as such any sort of violation in espect of amendment of Articles and the Memorandum of Association is questionable and challengeable before this Court under Article 102 of the Constitution Learned Advocate further submits that it is mandatory provision provided in Article 19 of th Memorandum of 1983 that the Rules and Regulation of the Memorandum may be amended by two third majority of the representatives present in the special general meeting convent for the purpose and notice of the amendment contain proposed amendment in writing should be saved on the members of Circuits/Divisions or their representatives before fifteen days from the date of meeting but the amendment made in the year 2007 making it one third instead of two third and in the year 2010 making it two fifth instead of one third without serving any notice providing proposed amendment is in violation of Article 10 of Memorandum of 1983. Learned Advocate submits that the amendments of Memorandum and Rules of the Garo Baptist Convention, Bangladesh making it one third majority and then on, fifth majority of the representatives present in person at a Special General Meeting are not only wrong and absurd but unheard. Learned Advocate Stamatas that all the aforesaid amendments were median in violation of Section 12 of the Society Registration Act as well, Sections 12 and 13 of the Companies Act, 1994.
5. In support of submission made by Mr Fazlul Haque Khan he referred the case of Huang Chia Hajong vs Bangladesh reported in 58 DLR 503, the case of Mahmudul Haque vs Md. Hedayetulah. reported in 48 DLR (AD) 128, the case of Mian Fazal Din vs The Lahore Improvement Trust reported in 21 DLR (SC) 225 and the case of Government Md Gazj Shafiqul reported in 19 BLC (AD) ’63.
6. Mr Khurshid Alam Khan appearing with Titus Hillo Rema, the learned Advocate for the respondent Nos.2 and 3 contended that the amendment of Rules. and Memorandum of the Organization was done in the year 2007 and 2010 by maintaining all the formalities provided in the Memorandum of the Organization and no illegality was committed in the amendment of the Organization. Learned Advocate further submits that the notice of the special general meeting for amendment was duly served upon the respective Circuits/Representatives.
Mr Khurshid Alam Khan finally submits that the Organization (Garo Baptist Convention of Bangladeih is absolutely a private Organization, as such, this Court cannot invoke jurisdiction under Article 102 of the Constitution in the dispute of the Organization. Accordingly, this Rule is not maintainable and as such, liable to be discharged.
7. We have perused the writ petition, affidavit-in-opposition, replied thereto and considered the submissions of the leaned Advocates appearing for both the sides.
8. Admittedly the Garo Baptist Convention of Bangladesh is a private organization registered under Section 3 of the Societies Registration Act, 1860. Accordingly, the said Organization was registered in the office of the respondent No. 1 and registered with the Joint Stock Companies by filing Memorandum of Association and Rules and Regulations of the Organization.
9. We have carefully perused all the sections of the Societies Registration Act, 1860. On perusal of the Act it appears that the Government with intent to register the private Organization has commenced this Act and accordingly, the Garo Baptist Convention of Bangladesh has simply took registration under Section 3 of the Act, 1860. We find nothing in the Act that the Registrar has any supervisory authority over the Organization. The Organization under this Act is absolutely running and continuing by their own Rules and Regulations and continuing their activities by their own Committee elected under the Rules and Memorandum of the Organization and the function and affairs of the Organization is not at all the affairs of the Government. It further appears from plain reading of Sections 6-10 of the Societies Registration Act that the Civil Court has not been made barred by the Act rather it is always open for resolving the dispute of the private organizations. Any dispute among the members, of the organizations may be resolved by competent Civil Court. We have perused the decisions referred by learned Advocate of the petitioners and those have no applicability in the present case as the facts and circumstances of those cases are quite distinguished from the facts and circumstances of the present case.
10. On scrutiny we found that Garo Baptist Convention of Bangladesh is a private organization registered with the office of the respondent No.1, Registrar, Joint Stock Companies and Firms and mere registering the Organization with the respondent No. 1 cannot be said that the organization is running business with the affairs of the Republic, as such, our considered view is that’ the affairs of a private Organization cannot be interfered in a writ forum. Moreover, the contention of the learned Advocate for the petitioner to the effect that the amendment was done in the year 2007 and 2010 without serving notice and quoting the proposed amendments in the notice are denied by the earned Advocate for the respondents as such. the dispute arises in respect of serving notice is a disputed question of facts and cannot be resolved by this Court sitting in writ jurisdiction.
11. Considering all the above facts and circumstances we find no merit in the present rule.
Accordingly, the Rule is discharged without any order as to cost.
(Special Original Jurisdiction)
Md. Habibul Gani J
Md. Akram Hossain Chowdhury J
Birisiri Division of Garo Baptist Convention Bangladesh represented by its Secretary, Pastor Bimol Sangma……………….. Petitioner
VS
Registrar, Joint Stock Companies and Firms and others———–Respondents
Judgment May 18th 2015
Constitution of Bangladesh, 1972
Article 102 (2)
Garo Baptist Convention of Bangladesh is a private organization registered with the office of the Registrar, Joint Stock Companies and Firms and mere registration does not state that the organization is running business with the affairs of the Republic, as such, the affairs of a private organization cannot be interfered in a writ forum. . ….. (10)
Constitution of Bangladesh, 1972
Article 102(2)
Dispute arising in respect of serving notice is a disputed question of facts and cannot be resolved by this Court sitting in writ jurisdiction. .. …. (10)
Societies Registration Act (XXI of 1860)
Sections 3, 6, 7, 8, 9 and 10
From plain reading of Sections 6-10 of the Act it is clear that the Civil Court has not been made barred by the Act rather it is always open for resolving the dispute of the private organizations. Any dispute among the members of the organizations may be resolved by competent Civil Court. .. …. (9)
Huang Chia Hajang vs Bangladesh. 58 DLR 503:
Mahmudul Haque vs Md. Hedayetullah. 48 DLR (AD) 128: Miah Fazal Din vs The Lahore Improvement Trust. 21 DLR (SC) 225 and Government Vs Md. Gazi Shafiqul, 19 BLC (AD) 163 ref.
AQM Fazlul Haque Khan. Advocate-For the Petitioner.
Md. Khurshid Alam Khan with Titus Hillol Rema,
Advocates-For the Respondent Nos. 2 & 3.
Judgment
Md Habibul Gani J : On an application under Article 102 of the Constitution this Rule was issued calling upon the respondents to show cause as to why amendment of Memorandum of Association of the respondent No.2, Garo Baptist Conventions Bangladesh done in the year 2007 and 2010 violation of Clause 19 of Memorandum of 1983 and also in violation of Section 12 of Societies Registration Act, 1860 as well as Sections 12 and 13 of the Companies Act, 1994 should not he declared to have been made without lawful authority and is of no legal effect and/or to pass such order or further order or orders as to this Court seems tit and proper.
2. Short, facts lending to disposal of the Ruin are that the petitioner Birisiri Division of Garo Baptist Convention Bangladesh situated at Birishiri under Police station Durgapur, District Netrokona a division/Circuit of Garo Baptist Convention Bangladesh filed the present writ petition through its secretary stating inter alia that the Garo Baptist Convention of Bangladesh, is a central organization of Native Christians of Bangladesh. It was formed with the Native Garo Baptist Community with certain objects to develop the spiritual life of Native Christians of Bangladesh and their Churches and to preach the gospels to the believers and others who have faith on the Gospels of the Lord, Jesus Christ and to carry out other similar activities and the same was registered with the Joint Stock Companies and Firms under the Societies Registration Act, 1860 on 8-1-I983. At the time of registration the Memorandum of Association and Rules and Regu1ation of Garo Baptist Convention of Bangladesh, it was duly submitted to the respondent No. 1 Registrar of Joint Stock Companies and Firms and those were duly received by the respondent No.1. The central organization namely Garo Baptist Convention of Bangladesh was duly regulated and managed under the Memorandum of Association, Rules and Regulations. It is further asserted that there are eleven branches all over in Bangladesh called as Circuit/Division and those Circuit/Division are managed by the elected executive committee approved by the central Organization. It is further asserted that the executive committee of the central organization i.e. (Garo Baptist Convention of Bangladesh amended its Memorandum in the year 2007 and in the year 2010 violating Clause 10 of the Memorandum and Rules and Regulations, 1983 of the said organization and also in violation of section 12 of the Societies Registration Act as well Sections 12 and 13 of the Companies Act, 1994. The petitioner being aggrieved with those amendments done by the respondents has filed instant writ petition.
3. The respondent Nos. 2 and 3 by filing affidavit-in-opposition controverted the material allegations made in the writ petition stating inter alia that the petitioner is not the Secretary of the Birisiri Circuit, that is, Birisiri Division of Garo Baptist Convention of Bangladesh and he has no locus standi to file this writ petition. The central committee of the Garo Baptist Convention of Bangladesh by taking resolution in their special general meeting amended the Memorandum in the year 2007 and 2010 through due process of law and no illegality was committed in the amendments. It is further asserted that the Garo Baptist convention of Bangladesh is absolutely a private organization and any action of the said organization cannot be challenged by making an application under Article 102 of the Constitution, as such, the Rule is liable to be discharged.
4. Mr AQM. Fazlul Haque Khan. The learned Advocate appearing for the petitioner submits that the ‘Society was registered in the year 1983 under Society Registration Act by filing Memorandum of Association. Rules and Regulations to the Registrar of the Joint Stock Companies and Firms. The Organization of the Garo Baptist Convention of Bangladesh is a Register Organization under the Societies Act. As such, the respondent No. 1 is the regulating and supervisory authority of the Organization. Learned Advocate further submits that the organizatio, is Registered as such any sort of violation in espect of amendment of Articles and the Memorandum of Association is questionable and challengeable before this Court under Article 102 of the Constitution Learned Advocate further submits that it is mandatory provision provided in Article 19 of th Memorandum of 1983 that the Rules and Regulation of the Memorandum may be amended by two third majority of the representatives present in the special general meeting convent for the purpose and notice of the amendment contain proposed amendment in writing should be saved on the members of Circuits/Divisions or their representatives before fifteen days from the date of meeting but the amendment made in the year 2007 making it one third instead of two third and in the year 2010 making it two fifth instead of one third without serving any notice providing proposed amendment is in violation of Article 10 of Memorandum of 1983. Learned Advocate submits that the amendments of Memorandum and Rules of the Garo Baptist Convention, Bangladesh making it one third majority and then on, fifth majority of the representatives present in person at a Special General Meeting are not only wrong and absurd but unheard. Learned Advocate Stamatas that all the aforesaid amendments were median in violation of Section 12 of the Society Registration Act as well, Sections 12 and 13 of the Companies Act, 1994.
5. In support of submission made by Mr Fazlul Haque Khan he referred the case of Huang Chia Hajong vs Bangladesh reported in 58 DLR 503, the case of Mahmudul Haque vs Md. Hedayetulah. reported in 48 DLR (AD) 128, the case of Mian Fazal Din vs The Lahore Improvement Trust reported in 21 DLR (SC) 225 and the case of Government Md Gazj Shafiqul reported in 19 BLC (AD) ’63.
6. Mr Khurshid Alam Khan appearing with Titus Hillo Rema, the learned Advocate for the respondent Nos.2 and 3 contended that the amendment of Rules. and Memorandum of the Organization was done in the year 2007 and 2010 by maintaining all the formalities provided in the Memorandum of the Organization and no illegality was committed in the amendment of the Organization. Learned Advocate further submits that the notice of the special general meeting for amendment was duly served upon the respective Circuits/Representatives.
Mr Khurshid Alam Khan finally submits that the Organization (Garo Baptist Convention of Bangladeih is absolutely a private Organization, as such, this Court cannot invoke jurisdiction under Article 102 of the Constitution in the dispute of the Organization. Accordingly, this Rule is not maintainable and as such, liable to be discharged.
7. We have perused the writ petition, affidavit-in-opposition, replied thereto and considered the submissions of the leaned Advocates appearing for both the sides.
8. Admittedly the Garo Baptist Convention of Bangladesh is a private organization registered under Section 3 of the Societies Registration Act, 1860. Accordingly, the said Organization was registered in the office of the respondent No. 1 and registered with the Joint Stock Companies by filing Memorandum of Association and Rules and Regulations of the Organization.
9. We have carefully perused all the sections of the Societies Registration Act, 1860. On perusal of the Act it appears that the Government with intent to register the private Organization has commenced this Act and accordingly, the Garo Baptist Convention of Bangladesh has simply took registration under Section 3 of the Act, 1860. We find nothing in the Act that the Registrar has any supervisory authority over the Organization. The Organization under this Act is absolutely running and continuing by their own Rules and Regulations and continuing their activities by their own Committee elected under the Rules and Memorandum of the Organization and the function and affairs of the Organization is not at all the affairs of the Government. It further appears from plain reading of Sections 6-10 of the Societies Registration Act that the Civil Court has not been made barred by the Act rather it is always open for resolving the dispute of the private organizations. Any dispute among the members, of the organizations may be resolved by competent Civil Court. We have perused the decisions referred by learned Advocate of the petitioners and those have no applicability in the present case as the facts and circumstances of those cases are quite distinguished from the facts and circumstances of the present case.
10. On scrutiny we found that Garo Baptist Convention of Bangladesh is a private organization registered with the office of the respondent No.1, Registrar, Joint Stock Companies and Firms and mere registering the Organization with the respondent No. 1 cannot be said that the organization is running business with the affairs of the Republic, as such, our considered view is that’ the affairs of a private Organization cannot be interfered in a writ forum. Moreover, the contention of the learned Advocate for the petitioner to the effect that the amendment was done in the year 2007 and 2010 without serving notice and quoting the proposed amendments in the notice are denied by the earned Advocate for the respondents as such. the dispute arises in respect of serving notice is a disputed question of facts and cannot be resolved by this Court sitting in writ jurisdiction.
11. Considering all the above facts and circumstances we find no merit in the present rule.
Accordingly, the Rule is discharged without any order as to cost.
