NARAYANA PAI, CJ. ( 1 ) THE petitioner, who was one of the directors of Shirahatti Taluk Agricultural Produce co-operative Marketing Society Ltd. , Shirahatti, assails the validity or legality of a communication addressed to him by the chairman on 26-3-1971 which is produced at Ex. A or more accurately the legality of the consequence of his absence stated therein. The communication reads;" You have remained absent, without any sufficient reasons, for the Board of Directors Meeting of the Shirahatti Taluka Agrl. Produce Co-op. Marketing Society, Ltd. , Shirahatti, held on 24-12-1969, 7-2-1970, 15-6-1970, 22-11-1970, 3-1-1971, 16-1-1971 and 2-3-1971. Hence, as per byelaw No. 35, of the Society, you cease to be a member of the Board of Directors of the Society. " ( 2 ) THE petitioner contends (1) that except in respect of the meetings on 15-6-1970, 22-11-1970 and 2-3-1971, he did not receive notices of any of the other meetings, (2) that notices in respect of the first two of them were received so late that he could not attend, (3) that in any event, under Bye-law 35 it was for the Board to apply its mind as to whether sufficient reasons existed for his absence and not for the Chairman, (4) that before the Board can come to any conclusion in regard to his continuance as a director, he should have been given an opportunity to explain his position, and (5) that in any event the 35th Bye-law depended upon against him is ultra vires of the bye-law making power of the society. ( 3 ) THE 5th question may be taken up first. The argument is that the power to make bye-laws must be derived from Rule 5 of the Mysore Coop. Societies Rules 1960. The said rule enumerates the topics in respect of which a Society can frame bye-laws. It is contended that the topic of loss of membership of a Board of Directors on account of absence is not enumerated anywhere in the clauses of the said rule. The suggestion does not appear to us to be warranted. Sub-rule (1) of Rule 5 enumerates topics in respect of which a Co-operative Society is bound to make provision in its bye-laws. One of them is the mode of appointment and removal of the committee and other officers. The suggestion does not appear to us to be warranted. Sub-rule (1) of Rule 5 enumerates topics in respect of which a Co-operative Society is bound to make provision in its bye-laws. One of them is the mode of appointment and removal of the committee and other officers. The Committee means the managing committee or the Board of Directors which has the management of the Society under its control. The expression 'removal' can and should, in our opinion, in the context, be regarded as including the statement of reasons whereby a director or a member of the Managing Committee ceases to be a director or such member. Sub-rule (2) enumerates matters in respect of which it is optional for the Society to make provision in the Bye-laws. Sub-rule (3) says that the bye-laws of a Co-operative Society may provide for such other matters not specified in sub-rules (1) and (2) as are incidental to the organisation of the Society and management of its business. It is a legitimate interpretation that the topic of Bye-law 35 of this society will come withjn one of the matters incidental to the management of the Society's business. ( 4 ) THE suggestion that this is an unguided and uncanalised power is pointless because the Bye-laws are a subsidiary set of rules necessary for he running of day-to-day administration of the Society and their topics are not only well known but are also capable of being enumerated having regard to the nature and extent of operation of individual societies. ( 5 ) THE second argument in support of the case of invalidity is that rule 16 of the Co-operative Societies Rules, is exhuastive of the reasons for ineligibility to become a member or for the continuance of membership. But the topic dealt with in Rule 16 is one of disqualification which makes it impossible for a person to become a member of the Managing committee of the Co-operative Society. The discontinuance of membership dealt with therein is one which is incurred by subsequent or supervening disqualifications. The liabilty to lose the membership of the managing committee on account of absence is not the same as disqualification. It is quite a different topic altogether and can validly be dealt with by the bye-laws without coming into conflict with Rule 16. ( 6 ) THE case of invalidity of Bye-law 35, therefore, has to be rejected. The liabilty to lose the membership of the managing committee on account of absence is not the same as disqualification. It is quite a different topic altogether and can validly be dealt with by the bye-laws without coming into conflict with Rule 16. ( 6 ) THE case of invalidity of Bye-law 35, therefore, has to be rejected. ( 7 ) THE text of the Bye-law 35 is the following:"should a member of the Board absent himself for four consecutive meetings of the Board, without showing reasons considered sufficient by the Board, shall be deemed to have ceased to be a member of the board. " ( 8 ) IF a person is not served with notice of the meeting at all, it would undoubtedly be a very good reason for his absence. Where, however, he is served with such notice, it is, according to the clear effect of the language of the Bye-law, for him to show cause or reasons for his absence. Even then it is only if the Board considers the reasons assigned by him to be sufficient for his absence that he gets out of the operation of Bye-law 35. The application of the mind of Board arises only if and when an absentmember states reasons why he was absent at the meetings in question, ( 9 ) IT is not the case of the petitioner that he had apprised the Board of any reasons for his absence. His sole case is that except to the extent, admitted by him, he had not received the notices in respect of other meetings. The case on behalf of the Society, on the other hand, is that notices in respect of all the meetings mentioned in Ex. A were sent to him some by post, some by personal service and in one case attempted personal service was refused by him. We have no reason why we should discard the defence on behalf of the Society especially because the burden is clearly upon the petitioner to make out good reasons for his absence. The writ petition fails, and is therefore dismissed. --- *** --- .