JUDGMENT 1. A suit for a declaration was filled in which a declaration was sought that the amendments in the Constitution of the chamber of commerce and Industries Jammu" here in after referred to as chamber" which would change the basic structure of the constitution, be declared to have been carried out in contravention of the procedure indicated in the byelaws. According to the learned counsel appearing for the plaintiff / appellant, the amendment could change the very composition of the chamber. It is also heard that the amendment, Which is sought to be effected, was not carried out in accordance with Law. On 21.1.2000, the chamber made a recommendation that the Constitution of the chamber be reviewed. A sub Committee was constituted. A decision in this regard was taken on 21.1.2000. The further fact is that a notice was published in state times and Daily Excelsior on 18.2.2002. For facility, of reference, this notice is being reproduced below:- Notice for members of General Council. In view of the stay order granted by Honble Court in the case of finalizing the proposals for amendments in Chambers Constitution by the General counsel which was scheduled for 31st December 2001, the said meeting was postponed pending decision by the Honble Court. Now the Honble Court has vacated the stay order. Hence worthy members are given 7 days advance notice in general through this publication (Vide clauses No.11 of the Chambers Constitution ) that the differed meeting of the General Counsel is now being held on 24th Feb2002 at 10.30.A.m. sharp at chamber House, O.B. rail head complex , Jammu to discuss and finalise the proposed amendments in Chambers Constitution as recommended by the Executive committee in its meeting held earlier on 21st December 2001. The proposals of amendments as recommended by Executive meeting held on 21.02.2001 to be presented in the General Council meeting for final approval are in respect of: a) adding certain clauses in aim and objectives b) giving power to the executive committee for fixing admission fee, subscription and other c) to widen the circle of membership to include professional organization and persons of eminence. d) To give owners to the executive committee for changing the Principal as well as alternate members. e) Amendments in criterion for becoming members. f) Termination and expulsion clauses bifurcated into "seizure to membership, termination of membership and expulsion. d) To give owners to the executive committee for changing the Principal as well as alternate members. e) Amendments in criterion for becoming members. f) Termination and expulsion clauses bifurcated into "seizure to membership, termination of membership and expulsion. g) To define the general Council which includes Special General Council meeting and biannal General Council Meeting (Election Meeting) and their quorum respectively. h) To delete the clause 16 (ii) and clause 22 (i) to streamline the election rules and also to issue avoid bickering and exorbitant expenses etc. all the members of General body chamber of commerce & Industry are requested to participate in the meeting in time and oblige. 3. It is the case of the plaintiff that a meting was held on 24.02.2000 quorum was not complete. It was adjourned. It is accordingly, submitted that a fresh notice of a adjourned meeting was required to the given. This was not done. It is on this urged that the decision taken later on 24.02.2002 by Circulation is a decision which is not in terms of the Bye-laws. 4. The short question which arise for consideration is, as to whether the meeting held on 24.02.2002 qua which notice was given and published in the two local daily newspapers on 18.02.2002 ,was held in accordance with Byelaws of the constitution of the Chamber. The further Byeiaw which is required to be taken notice of, By law 9 Both Byelaws 9 and 10 are noticed; as under- GENERALCOUNSEL The Supreme authority shall be vested in the General Council which shall meet at least once a year and at such other times as summoned by the Executive committee. Any meeting of the general Council other than for the purposes of Election shall be termed as Special General meeting of the House. Special General Meeting can also be called at the written request of ten percent of the members of the total membership. The Special General Meeting of the General Council shall be called at seven days notice to the members and the Special General Meeting shall have the powers to transact the following business:- a) Amendment of the constitution. b) Suspension, removal and replacement of any member. c) Matter which may be referred to it by that executive committee. d) To transact any other important matter with the presents of the President. b) Suspension, removal and replacement of any member. c) Matter which may be referred to it by that executive committee. d) To transact any other important matter with the presents of the President. The General Meeting shall be held in the month of April, after every two years and as such meeting the following business shall be transacted: a) Consideration of Accounts. b) Consideration -on of any change in t he admission and subscription if deemed necessary. c) Election of office bearers. d) Any other matter which may be referred to t by the Executive committee. 10. Quorum: The quorum for the special General meeting Shall be 1/3rd of the members on the register,. In case there is no quorum within half an hour of the time fixed, the meeting shall be adjourned till further notice. The quorum in the adjourned meeting shall again be 1/3rd of the members on the register. In the later case, if the quorum is not complete the agenda shall be circulated amongst the members. The issue on the agenda will be considered approved unless 1/3rd of the members disapprove the same with in 15 days of the issuance of the circular. The issuance on the agenda in the Special general meeting shall be carried through if 2/3rd of the members present in the meeting vote in favour. Quorum in the election meeting shall be 1/3rd of the members on the register. In case there is no quorum in the election meeting with in half an hour of the time fixed, the meeting shall be adjourned. In case there is no quorum in this adjourned meeting the meeting shall be adjourned till further notice. In the Subsequent meeting irrespective of the quorum the business on the Agenda shall be transferred and shall be carried through by majority vote. Every adjourned meeting (special general meeting and general Counsel Meeting )shall be summoned by the majority Vote. Every Adjourned meeting ( Special General Meeting and General counsel Meeting) shall be summoned within one month after the adjournment." 5. A perusal of Byelaws 9 and 10 brings out. a) That a General Counsel meeting has to be held once in a year. b) Where the constitution has to be amended then a special General meeting has to be held? A perusal of Byelaws 9 and 10 brings out. a) That a General Counsel meeting has to be held once in a year. b) Where the constitution has to be amended then a special General meeting has to be held? c) The special General meeting of the General counsel has to be called at seven days notice the above was the stipulations contained in byelaws 9. d) So far as Byelaws 10 is concerned the quorum of the meeting has to be one third of the members of the registers: e) If there is no quorum available within half an hour of the time fixed, the meeting has to be adjourned till further notice". f) The quorum in the adjourned meeting has again to be one third of the members of the register; g) If the adjourned meeting so held, quorum is not complete, then agenda has to be circulated and decision can be taken by circulation. 7. The question arises as to whether the procedure adopted by the chamber in holding the meeting on 24.2.2000 or in hold / adjourned meetings again on the same day is in accordance with the byelaws. 8. What transpired on 24.2.2000 is apparent from the circular issued later on. This is being reproduced below:-"Circular The General Counsel meeting of chamber of Commerce & industry was convene on 24th Feb. 2002 at 10.30 A/M Madhur millan Hall adjacent to chamber " out side O; B. Rail Head complex, Jammu for consideration and approval of the proposed amendments in chambers Constitution as recommended by the Executive Committee meeting dated 21.12.2001 Since the quorum of the meting was not complete with in the stipulated time , the meeting was adjourned after giving notice to reconvene the same. In the adjourned meeting again there was lack of quorum, due to which the proposed agenda could not be transacted. Now in pursuance of clause 10 of the chambers a constitution the agenda of the above mentioned General Counsel meeting (pro-posed amendments in the constitution approved through circulation and the members were sent the circular and copy of the agenda through couries". 9. Learned counsel appearing for the chamber submits that there is a notice issued on 24.2.2002 regarding the holding of the adjourned meeting. 9. Learned counsel appearing for the chamber submits that there is a notice issued on 24.2.2002 regarding the holding of the adjourned meeting. For facility of reference this documents is also reproduced below:- NOTICE Worthy member are informed that due to lack of quorum in the meeting of the General Council which was held today at 10.30 A.M has been adjourned and as per the announcement made by the president chamber of commerce and Industry shri Ram sahai, the adjorned meeting is being reconcered after half and hour i.e. 11.40 A.M. again the transact the agenda already circulated through press for the General Council Meeting Worthy member are requested to attend the said meeting today the 24th Feb 2002 at 11. 40 A.M sharp. The inconvenience caused is highly regretted." 10. From the perusal of the record, it becomes apparent that a meeting was held at 10.30 A.M. quorum was not complete. The meeting was supposed to held again and further that notice in terms of Byelaw 10 was supposed to be given. Whether this happened or not be examined. 11. The question would arise if at the first stage quorum is not complete and notice has to be given, then what would be duration of the notice. A perusal of Byelaw 10 would make it apparent that in case there is no quorum avail- able within half an hour of the time fixed, the meeting has to be adjourned "till further notice". If at the later meeting so held quorum is not complete, then there is no requirement to give further notice and the agenda can be got approved by circulation. The use of the words "till further notice" has to be interpreted. Notice has to be given in terms of Byelaw 9 and , therefore, when this notice was to be given ,the same period is specified under Byelaw 9 was required to be given. This is apparently lacking in this case. On the interpretation of the Byelaws 9 and 10 the conclusion is inevitable i.e. when at the first stage there is no quorum available i.e. When at the first stage there is no quorum available, then the further notice has to be given. The further notice would be in terms of below 9. This is apparently lacking in this case. On the interpretation of the Byelaws 9 and 10 the conclusion is inevitable i.e. when at the first stage there is no quorum available i.e. When at the first stage there is no quorum available, then the further notice has to be given. The further notice would be in terms of below 9. If in the first meeting, the quorum is not complete, then for holding adjourned meeting the procedure of Byelaw 9 has to be followed. This was not followed in this case. This is one aspect of the matter. 12. Yet another issue, which is basic in ¢ character, is that Byelaw 9 requires giving seven days notice. In the present case, the notice was published on 18.2.2002. the meeting was said to be held on 24.2.2002. The question would arise as so whether the notice as given and published, was in consonance with Byelaw 9. Bye-law 9 uses the words the special general meeting of the general Counsel shall be called at seven days notice to the members. In AIR 1967SC 687, the requirement of section 78 of the Travancere Municipal Act was that a notice of not less than one month, has to be given. It was observed that both first and the last day has to be excluded. In the present case4, the Byelaw 9 uses the words " that the meeting shall be called at seven days notice. This dose imply and mean that a clear period of seven days should intervene between the issuance of the notice and the holding of the meeting> it is accordingly, concluded; a) That when the meeting was adjourned or the first time the 3n a further notice was required to be given. b) This further notice is again to be in terms of Byelaw 9. Same producer as indicated, was required to be. This has again not been observed. c) The requirement to have circulation arises only when at the adjourned meeting quorum is not available. Then method of circulation can be adopted. After a valid second attempt fails to get the quorum. 13. Thus, looking from an point of view, So far as the resolution of amending the Constitution is concerned, is a held to be bad. The chamber can amend the Byelaws by giving fresh notice. 14. Then method of circulation can be adopted. After a valid second attempt fails to get the quorum. 13. Thus, looking from an point of view, So far as the resolution of amending the Constitution is concerned, is a held to be bad. The chamber can amend the Byelaws by giving fresh notice. 14. Learned counsel for the parties are agreed that the terms of the executive Committee is over and fresh committee has to be elected. Let the elections be held and the process be initiated on or before 20.2.2003. And election process be completed. It is further directed that no subordinate civil Court in the State of J&K would stay the election process. If any challenge is made to the election process, that may be entertained, but no interim order staying the election process would be issued by any subordinate civil Court in the State of Jammu and Kashmir. The parties are agreed that in view of the decision given above, it would not be necessary to pressure the civil suit. The suit shall stand disposed of accordingly.