Judgment :- 1. The Nattika Firka Co-operative Rural Bank, Ltd., the 2nd respondent, and a shareholder of the bank, the 1st respondent, filed a suit against the defendants, the appellants, for a declaration that the resolution of the general body of the bank dated 10th January 1953 was ultra vires and also for the return of a sum of Rs. 11,765 paid to the first appellant. The lower court decreed the suit and defendants 1 to 7 and 10 have filed the appeal. The 1st defendant was the Chairman of the Board of Directors of the bank, defendants 2 to 7 the other Directors and the 10th defendant was the President of the Sree Rama College Committee. The 12th defendant was the Special Officer of the bank; and he is now replaced by the present President of the Board of Directors, whom we have impleaded in the appeal as an additional respondent. 2. The learned Advocate General, on behalf of the appellants, has raised four contentions before us. The less important of them are that the 1st plaintiff was only a shareholder of the bank and therefore he could not have brought the suit on behalf of the bank; and that he was precluded from questioning the validity of the resolution, because he also attended the general body meeting at which the resolution was passed. The two more important objections are that the civil court had no jurisdiction to try the suit because of S.51 of the Madras Co-operative Societies Act; and that the resolution dated 10th January 1953 was valid, because the Government sanctioned the payment under the resolution by their order, Ex. D-4. The learned Advocate General has raised yet another contention; and that is that the question involved is one covered by the doctrine of cypres, the principle of applying the money to some object as near as possible to the one specified, when this has become impracticable. We may straightaway point out that the last contention has not been raised till the stage of arguments in the appeal. If the contention is allowed to be raised at this stage, it is evident that fresh pleadings and fresh evidence will also have to be allowed. Therefore, we disallow this plea. 3. Now we shall dispose of the two minor contentions. If the contention is allowed to be raised at this stage, it is evident that fresh pleadings and fresh evidence will also have to be allowed. Therefore, we disallow this plea. 3. Now we shall dispose of the two minor contentions. The question involved in the suit relates to the validity of the resolution passed by the general body of the bank. There is no force in the argument that a member, who was present at the general body meeting, cannot question the validity of the resolution. It may also be noted that the 2nd plaintiff is the bank itself; and that what the 1st plaintiff has prayed is that a decree be passed in favour of the bank. Therefore, both these contentions have to be rejected. 4. We shall then turn to the more important contentions. One of them is that under S.51 of the Co-operative Societies Act the suit was incompetent. S.51 provides that if any dispute touching the business of a registered society arises among the members or past members, between a member or past member and the society, between the society or its committee and any past committee or officer or past officer, or between the society and any other registered society, such dispute shall be referred to the Registrar for decision. The contention is that the dispute in the present case is one coming within one or other of the above categories; and therefore the suit was incompetent and the remedy was only by way of arbitration by the Registrar. We do not think that this contention has any force. The dispute is not one purely among the members, past or present, of the society or between a member and the society. The suit is, in one sense, by the society against a third party, the 10th defendant, for the return of the money of the society received by him. The learned Advocate General points out that the main relief in the suit is the cancellation of the resolution; and the return of the amount is only a consequential one. He also points out that the decree sought is really against the Board of Directors. Even if it is so, there is yet another aspect to be considered. The cancellation of the resolution is sought on the ground that it was beyond the powers of the general body and that it was ultra vires. He also points out that the decree sought is really against the Board of Directors. Even if it is so, there is yet another aspect to be considered. The cancellation of the resolution is sought on the ground that it was beyond the powers of the general body and that it was ultra vires. A resolution, which is ultra vires the powers of the society, can in no sense of the term be said to touch the business of the society. Therefore, even this contention of the Advocate General cannot, be accepted. 5. Lastly, we come to the most important plea in the case. In considering this question, it is necessary to state a few facts. The Board of Directors recommended in their report for 1950-51 to the general body that a sum of Rs. 27,628.75 p. be given to the Sree Rama College, if any individual or institution undertook responsibility to have the proposed college buildings completed, affiliation to the University obtained and the college started. This recommendation was approved by the general body on 10th January, 1953. The bank then wrote to the Government for exemption from the provisions of S.36 of the Co-operative Societies Act regarding the payment of this amount; but, that sanction was granted only on 28th September 1955 under Ex. D-4. One thing to be noted at this stage is that the 1st defendant, A.C. Sankaranarayanan, is the same as the 8th defendant and also the 10th defendant. He was the Chairman of the Board of Directors of the bank, the President of the Thriprayar Sree Rama Seva Sanghom and was also the President of the College Committee at the relevant time, January 1958. He in pursuance of a resolution passed by the Sree Rama College Committee wrote to the bank for getting the amount of Rs. 27,628-75 p.; and he, along with the Directors of the bank as their Chairman, directed the money to be transferred to his account. The amount was accordingly transferred; and the suit amount of Rs. 11,765 was also drawn by him. Instead of starting a college, what was started was an institute of technology; and the plea of the defendants is that a college was found impracticable and that a technology institute was really more useful. The amount was accordingly transferred; and the suit amount of Rs. 11,765 was also drawn by him. Instead of starting a college, what was started was an institute of technology; and the plea of the defendants is that a college was found impracticable and that a technology institute was really more useful. The question for us to consider is whether the defendants, who were members of the Board of Directors of the bank, are to refund the money drawn for the purpose of the institute. 6. Under S.36 of the Co-operative Societies Act, a registered society has to carry to its reserve fund a fourth of its net profits and then may contribute an amount not exceeding 10 per cent of the remaining net profits to any charitable purpose as defined in S.2 of the Charitable Endowments Act VI of 1890. Rule XIV (1) also deals with this matter. Under S.60 of the Act, the State Government has power by general or special order to exempt any registered society from any of the provisions of the Act or to direct that such provision shall apply with such modification as may be specified. Ex. D-4 directs that the provisions of S.36 of the Act and rule XIV (1) of the Rules shall apply to the present society with the modification that the society may contribute a sum not exceeding Rs. 27,628.75 p. to the Sree Rama College Committee from out of the reserve fund of the society. From the facts already stated, it is clear that at the time when the resolution was passed by the general body on 10th January 1953, the society had no power to contribute to a charitable purpose more than 10 per cent of the profits that remained after carrying a fourth of the net profits to the reserve fund. Moreover, the society had its own by-laws, Ex. P-1, by-law 55 (d) of which provided that a sum not exceeding 71/2 per cent of the net profits alone might be paid to a Common Good Fund to be utilised for any of the purposes mentioned in S.2 of the Charitable Endowments Act. Obviously, this provision of the by-laws was also violated when the resolution was passed. Of course, the Government exempted the society subsequently from the operation of S.36 and rule XIV. Obviously, this provision of the by-laws was also violated when the resolution was passed. Of course, the Government exempted the society subsequently from the operation of S.36 and rule XIV. Firstly, the subsequent exemption by the Government could not have retroactively operated, so as to validate the resolution passed earlier, which was invalid at the time of its inception. Secondly, even if S.36 and rule XIV of the Act were relaxed, there was no resolution by the general body relaxing or suspending by-law 55 (d) of the by-laws of the bank, which laid down the limits of its powers. Looking at the question in either way, the resolution of 10th January 1953 was invalid and inoperative; and no amount of the bank should have been paid to anybody under that resolution. Yet another thing is pointed out by the learned counsel of the plaintiff-respondents. In addition to the sum of Rs. 27,628.75 p. another sum of over Rs. 6,000 was also paid to a Common Good Fund under by-law 55 (d) of the bank. Therefore, it is clear that there is no force in the contention of the defendants that they are not liable to return the amount. 7. The learned Advocate General then argues that, at any rate, the 10th defendant should not be made personally liable. As already pointed out, the 10th defendant is the same as the 8th defendant and the 1st defendant. The first defendant was the Chairman of the Board of Directors; and if he, along with the other Directors, made an unauthorised payment to a third party, he and the Directors are liable personally for the amount, more so, if the money was paid to himself in another capacity. 8. The appeal consequently fails and is dismissed with costs, one set, of the plaintiff-respondents. Dismissed.