Judgment Untwalia, J. 1. The Patliputra Co-operative House Construction Society, Ltd., hereinafter, for the sake of brevity, called the Society, the sole petitioner in this writ application, has obtained a rule from this Court under Articles 226 and 227 of the Constitution of India against the State of Bihar, respondent 1, the Registrar, Co-operative Societies. Bihar, respondent 1(A), Shri Mritunjay Prasad, respondent 2 and Shri Dhananjay Prasad Varma, respondent 3, to show cause why the order dated the 17th of January, 1972, a copy of which is annexure 5 to the writ application made by respondent 1(A) be not called up and quashed by grant of an appropriate writ. Cause has been shown by respondents 2 and 3 at the time of the hearing of the writ application; the former had filed a counter-affidavit also. 2. The petitioner Society was registered as a Co-operative Society under the Bihar and Orissa Co-operative Societies Act, 1935 (Bihar and Orissa Act VI of 1935), hereinafter called the Act, and the Rules framed thereunder. At the time of registration of the Society, its By-laws were also registered under the Act. The object of the Society has been acquisition of land and construction of houses for the members in accordance with the By-laws. On the 28th of December, 1961 Dr. Rajendra Prasad since deceased, father of respondents 2 and 3 applied for being admitted as a member of the Society. Along with his application he annexed a cheque for Rs. 525/- Rs. 25/-as the admission fee in acordance with bylaw 8 and Rs. 500.00 for purchase of five shares as required by bylaw 11 as per bylaw, 10. The Board of Directors of the Society admitted him to the membership on the 7th of January, 1_962. Two E type plots bearing Nos. 273 and 274 were allotted to him after amalgamation treating it as one plot. A consolidated price was charged and paid for it. Dr. Rajendra Prasad died on the 28th February, 1963. A joint petition on behalf of respondents 2 and 3 was filed to be treated as the legal heirs of Dr. Rajendra Prasad, and for transfer of his interest to them. A succession certificate was demanded from them but eventually that was given up as it was conceded that that was a worng demand. A joint petition on behalf of respondents 2 and 3 was filed to be treated as the legal heirs of Dr. Rajendra Prasad, and for transfer of his interest to them. A succession certificate was demanded from them but eventually that was given up as it was conceded that that was a worng demand. On the 11th of July 1964 respondents 2 & 3, under their own signatures, filed a joint petition before the Society (annexure 2) stating as follows-- "With reference to the previous correspondence, we shall thank you to accept us as the joint owners of the above plots. We are agreeable to one of us, viz. Shri Mrityunjay Prasad, being admitted by you as a member of the Society for all correspondence with you and for the discharge of all functions and the exercise of all the rights of a member on behalf of both of us, subject to the acceptance by you of the joint proprietorship of the above plots of both of us so far as the title is concerned." On the 4th of January, 1965 respondent 2 wrote a letter to the Society fannexure 3) to get himself enrolled as a full-fledged member. He stated in the letter that he was grateful to the Society for giving its approval for the house plan submitted in respect of plot No. 273/74. He wanted a loan of Rs. 20,000.00 for construction of the house. The Societys case is that respondent 2 was admitted as a member by the Board of Directors in their meetins held on 24th January, 1965 and they recognised respondent 2 as a member in place of his deceased father. About a year and a half later -- on the 1st of July, 1966 -- respondent 3 also wrote a letter to the Society (annexure 4) stating therein that in one of the plots his brother, meaning thereby respondent 2, had constructed a house and he had allotted the other plot to him in which he proposed to construct one. He therefore, enquired of the Society the rules and regulations under which he may also become a member and expressed his desire to pay the membership fee. He therefore, enquired of the Society the rules and regulations under which he may also become a member and expressed his desire to pay the membership fee. Nothing seems to have been done on that letter-Thereafter -- on the 20th of September., 1966 -- as stated in the counter-affidavit of respondent 2, a joint letter was written to the Society, a copy of which is annexure A to the said counter-affidavit. After stating in this letter that Shri Mrityunj ay Prasad has been authorised to attend meetings and generally to act on behalf of both of them, they wanted the Society to resplit the plots in two by retaining original numbers, register Shri Mrityunjay Prasad as sole owner of plot 274 along with the buildings he had constructed and register Shri Dhananjay Prasad Verma as sole owner of vacant plot 273. This was in accordance with their family arrangement, as stated in the third paragraph of the letter. In the last paragraph of the letter the request was-- "Kindly do the needful expeditiously and thereafter treat us as two separate individual members with all the rights and responsibilities of membership to enable us to terminate the authority in favour of only one of us to act for both". The Board rejected this request made jointly by respondents 2 and 3, as stated in paragraph 7 of the writ application. They repeated their request and it was rejected again on 16-1-1971. Being aggrieved by the action of the Society, respondents 2 and 3 approached the Registrar. Co-operative Societies, to ex-ercise his power under Sec. 48 of the Act. The Registrar, respondent 1(A), by the impugned order, has directed the Society to admit Shri Dhananjay Prasad Varma as a member of the Society, demarcate plots 273 and 274 and record them on the basis of their request separately in the names of the two brothers and all facilities to which a member is entitled should be given to both including separate water connection; the municipal contribution should also be assessed separately. The Society has prayed to this Court for the quashing of the order of the Registrar. 3. The broad facts which are necessary for the decision of this case do not seem to be in dispute. Many other facts stated in the counter-affidavit need not be referred to. The Society has prayed to this Court for the quashing of the order of the Registrar. 3. The broad facts which are necessary for the decision of this case do not seem to be in dispute. Many other facts stated in the counter-affidavit need not be referred to. The question for consideration is whether the order of the Registrar of Co-operative Societies is erroneous in law or void and fit to be quashed by grant of a writ of certiorari. 4. Mr. Lal Narayan Sinha, Learn-ed Counsel for the petitioner, attacked the order of the Registrar by urging the following points-- (i) That it was outside the scope of Sec. 48 of the Act; (ii) That the decision contained in annexure 5 is manifestly contrary to the Bylaws of the Society as also it is not sustainable on the general principles of law. Learned Counsel for the petitioner developed his argument on point No. (ii) by stating that the entire bundle of rights of Dr. Prasad was capable of being inherited and was inherited by respondents 2 and 3 together, those rights could not be augmented by reason of devolution and the obligation of the Society could not be enlarged because of devolution; the interest of Dr. Rajendra Prasad had devolved on two persons. Mr. Basudeva Prasad, learned Counsel for respondent 2, submitted that on the death of Dr. Raien-dra Prasad both his sons became entitled to be members of the Society, they had merely to apply for being members and each had to pay the admission fee of Rs. 25/- in accordance with bylaw 8. Under bylaw 15 the Society was obliged to admit both of them as members of the Society. Mr. Jaleshwar Prasad appearing for respondent 3 submitted that all heirs of Dr. Rajendra Prasad were eligible to be members of the Society. They had to be recognised as such in their separate and individual capacities. There was no question of formally applying for membership. The rights and obligations attaching to the membership of Dr. Rajendra Prasad were inherited by both--in the first instance, jointly and after their separation by the family arrangement, separately. Both became entitled to be members. The Society could not refuse to recognise respondent 3 as a member merely because it had recognised respondent 2 as such. 5. The main point at issue in this writ application is a difficult one. Rajendra Prasad were inherited by both--in the first instance, jointly and after their separation by the family arrangement, separately. Both became entitled to be members. The Society could not refuse to recognise respondent 3 as a member merely because it had recognised respondent 2 as such. 5. The main point at issue in this writ application is a difficult one. It is not covered by any decision of any High Court in India or by the decision of the Supreme Court. I shall presently show that the Bylaws are not very clear and definite on this point. Yet a reasonable and harmonious construction for giving effect to all the Bylaws has got to be put on their wordings as also in the back-ground of the general principles of law or principles of law governing such matters under the Companies Act. Sec.24 of the Act reads as follows-- "(1) A registered society may, on the death of a member, transfer his share or interest in the capital of the society to the person nominated in accordance with the rules or, if there is no person so nominated, to such person as may appear to the society or managing committee to be the heir or legal representative of the deceased member, or may pay to such nominee, heir or legal representative, as the case may be a sum representing the value of such members share or interest as ascertained in accordance with the rules or by-laws; Provided that-- (i) in the case of a society with un-limited liability, such nominee, heir or legal representative, as the case may be, may require payment by the society of the value of the share or interest of the deceased member ascertained as aforesaid, after deducting the amount of any charge existing under Sec.22. (ii) in the case of a society with limited liability, the society shall trans-fer. (ii) in the case of a society with limited liability, the society shall trans-fer. subject to any charge existing under Sec.22, the share or interest of the deceased member to such nominee, heir or legal representative as the case may be being qualified in accordance with the rules and bylaws for membership of the society or on his application within three months of the death of the deceased member, to any person specified in the application who is so qualified: Provided further that no payment of a sum in excess of rupees one hundred shall be made to any such heir or legal representative who has not been nominated in accordance with the rules, until the expiry of six months from the date of the death of the member or until after the decision under Sec. 48 of any claim which may, within that period, be made by any other person. (2) Subject as aforesaid, a registered society may pay all other money due to a deceased member from the society to nominee, heir or legal representative, as the case may be. (3) All transfers and payments (sic) may by a registered society in accordance with the provisions of this section shall be valid and effectual against any demand made upon tine society by any other person". The section by itself does not resolve the difficulty which arises if there are more than one heir or legal representative left by the deceased member. In the instant case it is admitted that Dr. Rajendra Prasad had not nominated a person to be entitled to his interest in the Society after his death. He left respondents 2 and 3 as his only heirs and legal representatives. What is then to happen for the purpose of admission of the member and who is to be admitted? Are both entitled to be members? These questions are not answered by the 24th section of the Act. I shall now read the relevant bylaws of the Society. Bylaws 4 to 9 are as follows-- "4. The membership of the Society shall be open only to Government employees, who have signed the application for registration or who may be admitted to membership subsequently by the Board of Directors or to the nominees or legal heirs of such members in accordance with bye-law 9. The transferees and successors of such members will also be eligible for membership. 5. The transferees and successors of such members will also be eligible for membership. 5. Application for admission as member and for allotment of shares shall be made to the Honorary Secretary in the form. If any, prescribed by the Society for the purpose. Every such application shall be disposed of by the Board of Directors, who shall have powers to grant admission or to refuse it without assigning any reason. Any person refused admission may appeal to the Registrar. Cooperative Societies, whose decision shall be final, 6. No person can claim admission as a matter of right. 7. No person who is a member of another Co-operative House Building Society within the area of operation of this Society shall be admitted. 8. Every person shall pay an admission fee of Rs. 25/- along with his application for admission to the membership of the Society. In case, the application is refused, the admission fee shall be refunded. All persons who have signed the application for registration of the Society shall also pay admission fee within four weeks from the date of the registration of the Society, failing which their names shall be removed from the membership of the Society. Every member will receive a copy of the bye-laws. 9. Every member of the Society may nominate a person to whom under bylaw 15 his share or interest in the capital shall be transferred or the value thereof or any sum payable under the bylaws shall be paid. Such member may from time to time revoke or vary such nomination. Such nomination shall, in the event of his death, be given effect to by the Society provided that:- - (i) the nomination is in writing and has been signed by the deceased in the presence of at least two witnesses attesting the same, (ii) the nomination has been registered in the book of the Society to be kept for the purposes. (iii) such nomination shall be disposed of by the Society within three months of its receipt, and (iv) the nominee may become a member only if admitted by the Board of Directors". The authorised share capital of the Society was determined to be Rs. 30,00,000/-made up of 30,000 shares of Rs. 100.00 each, according to bylaw 10. Bylaw 11(a) casts obligation upon every member to subscribe and Pay up in full the value of five shares in the first instance. The authorised share capital of the Society was determined to be Rs. 30,00,000/-made up of 30,000 shares of Rs. 100.00 each, according to bylaw 10. Bylaw 11(a) casts obligation upon every member to subscribe and Pay up in full the value of five shares in the first instance. Sub-sequent obligations are cast in the latter part of that bylaw. But a member is required to subscribe and pay up in full the value of five shares at least. In case of transfer of any share by any member a restriction has been put in bylaw 14 that the transferee has to be a member or some person whom the Board of Directors may be willing to admit as a member; it cannot be to any other person. I Will, however emphasise one fact here that Bylaw 14 does not prohibit transfer of even one share out of the five which, a member may have subscribed in accordance with bylaw 11(a). Then comes the relevant bylaw 15 which is as follows-- "The Society may on the death of a member transfer his share or interest in the capital to the person nominated in accordance with bylaw 9 or if there is no person so nominated, to such person as may appear to the Board of Directors to be the heir or legal representative as the case may be in accordance with these bylaws : Provided that the Society shall on admission transfer the share or interest of the deceased member to such nominee, heir or legal representative within 3 months of the receipt of information regarding death of the deceased member or to any member specified in the application who is so qualified. (b) Subject as aforesaid, the Society may pay all other money due to the deceased member from the Society to such nominee, heir or legal representative as the case may be. (c) All transfers and payments made by the Society in accordance with the provisions of these bylaws shall be valid and effectual against any demand made upon the Society by any person". On a careful examination of the bylaws extracted and referred to above, it would be noticed that the membership of the Society is open only to Government employees; but it is also open to the nominess or legal heirs of such members. On a careful examination of the bylaws extracted and referred to above, it would be noticed that the membership of the Society is open only to Government employees; but it is also open to the nominess or legal heirs of such members. The transferees and successors of such members are also eligible for membership in accordance with bylaw 4, In case of nominee. Clause (iv) of bylaw 9 indicates that he can become a member only if he is admitted by the Board of Directors, In case of legal heirs and representatives however, the position is not made clear by bylaw 15. Under the main provision off that bylaw, the Society can transfer on the death of a member his share or interest in the capital to the heir or legal representative. But the word admission occurring in the proviso to bylaw 15 undoubtedly is referable to the matter of admission as provided in Clause (iv) of bylaw 9 in relation to a nominee. But the said word by itself is not referable to any other bylaw as to the admission, of an heir or legal representative. The question of difficulty, therefore, which falls for our decision in this case is: what is to happen to the case of the heirs of deceased member if he leaves more than one such heir, what principle will govern the admission of such heirs, how many can be admitted and on what principle? Before I proceed to answer the questions posed by me above it would be pertinent to refer to a few sub-clauses of Clause (a) of bylaw 48. Sub-clause (iii) reads as follows-- "The house shall remain the property of the Society till the full outstanding dues are paid by the member. During this period the member shall pay a nominal rent to the Society at a rate to be determined by the Board of Directors. After the full dues have been paid the ownership of the house shall stand transferred to the member concerned. The owners of the houses even after the expiry of the above period shall be required to hold a minimum of one share in the Society". After the full dues have been paid the ownership of the house shall stand transferred to the member concerned. The owners of the houses even after the expiry of the above period shall be required to hold a minimum of one share in the Society". Sub-clause (vi) provides that "no member shall assign, sub-let or part with the possession of the property pr any part thereof when a member wishes to sell or transfer the house, the first proposal will be offered to the Society at the book value, without the previous permission of the Board of Directors". The liability of paying instalments, rents, rates, and taxes due from a member is provided in Sub-clause (vii). It would thus be seen on the scheme of the bylaws and the objects of the Society that the obligations which are cast upon the members under the bylaws are meant to continue on the heirs and legal representatives of a deceased member. Such obligations, as referred to above, are not covenants running with the lands, as argued on behalf of the petitioner, but the obligations and liabilities in relation to the land and the house thereon have been saddled on persons qua members and not otherwise. That being so, for a harmonious construction of the bylaws, it has to be found out as to how the heirs and legal representatives are to be admitted as members. 6. Regulations 25 to 28 in Table A of the Companies Act deal with a situation of the kind with which we are concerned in this case. Regulation 25 (1) provides as to how the company will recognise the legal representatives as having any title to the interest in the shares of a deceased member. After providing in regulations 26 and 27 some matters as to how the heir has to be registered as a member, it is stated in regulation 28; "A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if the were the registered holder of the share, except that he shall not before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the company". It would thus be seen that under the Company law a person becoming entitled to a share by devolution of interest does not ipso facto become entitled to exercise any right conferred by membership in relation to meetings of the company unless he is registered as a member in respect of the share, the Interest in which has devolved upon him. In sharp contrast to the scheme of the Company law, the scheme of the Act and bylaws seems to be that on the death of a member of the Society his heirs jointly become members for the purpose of exercising, and of being bound by the rights and obligations of the deceased member. But the joint right which they acquire in place of the deceased member cannot automatically make all the members exercise that, right separately and individually. The right has to be exercised by the entire bundle of heirs as if all of them are one member. This would be irrespective of the question whether they are joint tenants of the share or shares left by the deceased or they are tenants in common. In other words, they may be joint owners of the shares or they may be co-owners. But until and unless there is a partition amongst them of the shares left by the deceased, they cannot claim to be members of the Society separately. The obligations and liabilities will be jointly on them. In such a situation, the heirs will have to decide as to who will represent them in the meetings of the Society and who will cast the vote on their behalf. It was so done in this case--and seems rightly --when respondents 2 and 3 wrote their letter dated 11-7-1964 (annexure 2). The Society recognised rightly respondent 2 to be its member. But that was in my opinion, for the purpose of permitting him to represent both the heirs of Dr. Raiendra Prasad in the meetings of the Society. In the eye of law both became joint members of transmission of the shares left by Dr. Raiendra Prasad, which were inherited by them by operation of law. Both as one shareholder could exercise their rights and had to carry obligations and liabilities also. Raiendra Prasad in the meetings of the Society. In the eye of law both became joint members of transmission of the shares left by Dr. Raiendra Prasad, which were inherited by them by operation of law. Both as one shareholder could exercise their rights and had to carry obligations and liabilities also. But then the situation changed when it was intimated to the Society on the 20th of September, 1966 that by a family arrangement one of the two plots allotted to Dr. Prasad had been allotted to respondent 2 and the other to respondent 3. The Society, however, was not concerned with the allotment and division of the plots between the two brothers amongst themselves. The requisite qualification, it appears to me, to be a member of the Society over and above the qualifications laid down in bylaw 4 is that the person must be a holder of at least one share in the Society. Unless he holds a share, he cannot be a member of the Society. The requisite qualification of holding one share is not expressly to be found in any of the bylaws. But on general principle, it is plain that a person who holds a share in the society or any company can be its member. And, that only one share would be minimum for the said qualification seems to be indicated in Sub-clause (iii) of Clause (a) of bylaw 48, because the owner even after the payment of the full dues is required to hold a minimum of one share of the Society, as it seems to me, in order to enable him to continue as a member. Until and unless he continues as member the obligations and liabilities provided in the bylaws could not continue on him. In my opinion, therefore, to be a member of the Society a person must be the holder of one share at least either by transfer or on devolution of interest or by partition or family arrangement. A person holding no share cannot claim to be a member of the Society. It is a well-known principle of law that the share in a society or company is not divisible. A person cannot own a fraction of a share. A person holding no share cannot claim to be a member of the Society. It is a well-known principle of law that the share in a society or company is not divisible. A person cannot own a fraction of a share. If a member dies at a time when he was holding one share in the society, leaving behind, say, two heirs, both jointly will be treated as one member of the society and on partition between them the one share has go to be allotted to one heir only and It cannot be allotted half and half to both. And, that heir only will be entitled to be member of the society to whom the share will be allotted and not the other. 7 In the background of the law enunciated above, in the instant case it is to be found that in the letter dated 20-2-1966 (annexure A) respondents 2 and 3 did not intimate to the Society as to how many shares were owned by Dr. Prasad at the time of his death or even thereafter how many shares were being owned by the two brothers when they were the joint owners of the shares. Nor is there any statement in that letter to show that if the two brothers had inherit--ed the interest in more than one share then how many of them bad been allotted to respondent 2 and how many to respondent 3 on partition or by family arrangement between them. In the absence of such a statement, in the eye of law vis-a-vis the Society both continued to be the joint owners of the share or shares and both continued to be the joint members, and only one of them, as had been previously arranged, namely, respondent 2 could exercise right on behalf of both in the meetings of the Society as one member. The view of the Registrar in his impugned order that on the basis of the statement made by the two brothers respondent 3 was entitled to be admitted as a member is not correct. The Registrar has said that the Society has no discretion to prefer one heir to the other and that law makes it incumbent on the Society to transfer the interest of the deceased member to his heir. He has also said that all the heirs will stand on the same footing. The Registrar has said that the Society has no discretion to prefer one heir to the other and that law makes it incumbent on the Society to transfer the interest of the deceased member to his heir. He has also said that all the heirs will stand on the same footing. This view of law, as propounded by the Registrar, is obviously wrong. When given its full effect, it will lead to absurdities. The Registrar has taken the view that under byelaws 6 the Society can refuse membership but only on reasonable grounds, and since respondent 3 fulfils all the criteria of membership, the same cannot be denied to him by the Society. But then this view of law is not sustainable for the reasons already stated. The question of giving facilities to respondent 3 as a member and his obligations and liabilities as such, would arise only when the said respondent applies before the Society to be a member in accordance with the views expressed above. It would be better if respondents 2 and 3 jointly file another application before the Society stating therein the facts as to whether they had interest in the Society in more than one share which on partition or by family arrangement had been divided between the two brothers and that a particular number of shares had been allotted and given to respondent 2 and the remaining to respondent 3. If, however, they had interest only in one share then it will not be possible, as stated above, for them to divide that one share between themselves and respondent 2 in that event will continue to be the only member. If, however, there has been an allotment of shares as between the two brothers then it will be incumbent upon the Society to consider that application, which may be filed afresh in accordance with law. 8. Coming to the first ground of attack, I would like to say merely this that in view of explanation (2) appended to Sec. 48 of the Act the question whether a person is a member of a registered society or not is undoubtedly a dispute within the meaning of Sec. 48 which can be determined by the Registrar, Co-operative Societies. Coming to the first ground of attack, I would like to say merely this that in view of explanation (2) appended to Sec. 48 of the Act the question whether a person is a member of a registered society or not is undoubtedly a dispute within the meaning of Sec. 48 which can be determined by the Registrar, Co-operative Societies. But I leave this question open to be decided, if necessary, in future as to whether if an heir states that he is entitled to be a member of the society by virtue of allotment of certain shares to him and the society illegally refuses to admit him as a member, such a dispute can be a dispute within the meaning of Sec. 48 or not. 9. For the reasons stated above, this writ application is allowed subject to the observations made above. The impugned order dated 17-1-1972 of the Registrar. Co-operative Societies respondent 1(A), a copy of which is annexure 5 to the writ application, is quashed. In the circumstances, there would be no order as to cost. S.N.P.Singh, J. 10 I agree.