JUDGMENT : 1. Petitioners are elected members as well as nominated members of the Board of Directors of the Urban Cooperative Bank, namely, Puthuppally Adhyapaka Urban Cooperative Bank Limited. They approached this Court challenging orders passed by the Joint Registrar (Kottayam) produced as Exts.P16 and P17. By Ext.P16 order, it was found that four out of nine members of the Board of Directors ceased to be the members of the Society and therefore, they were disqualified to continue as members of the Board of Directors. Consequently, on finding that there were no sufficient number of members to constitute the quorum to conduct the meeting of the Committee, the Joint Registrar appointed an Administrator to discharge the functions of the Board vide Ext.P17 order. 2. The Second respondent Society is an Urban Cooperative Bank as defined under Section 2(ta) of the Kerala Co-operative Societies Act, 1969 (for short, the 'Act'). They have the licence to do banking business obtained from the Reserve Bank of India. Based on the bye-laws, there are four categories of members. The first category consists of employees working under the Government and aided educational institutions residing within the area of operation of the Society. The second category comprises of the persons who are residing within the area of operation, such as self employed persons working in the private institutions. The third category includes institutional members. The fourth category represents nominal members. These nominal members are depositors or debtors to the bank by pledging insurance policies and securities. They do not have voting rights. 3. The brief facts involved in this case are as follows:- The election to the Board of Directors was held on 01.08.2014. As per the bye-laws, there should be 13 members to the Board of Directors, out of which nine are to be elected. Out of nine elected members, four were found disqualified they are namely Sri. K.A. Raju, Sri. Babukutty Punnoose, Smt. P.S. Jayalakshmi and Smt. Mariyamma Oommen. As far as K.A. Raju and Babukutty Punnoose are concerned the reason for disqualification is that they had retired from service much before the date of election. In respect of Jayalakshmi and Mariyamma Oommen, it was found that they ceased to become members after the election since they retired in the year, 2016. As far as K.A. Raju and Babukutty Punnoose are concerned the reason for disqualification is that they had retired from service much before the date of election. In respect of Jayalakshmi and Mariyamma Oommen, it was found that they ceased to become members after the election since they retired in the year, 2016. It is to be noted that under Section 28(5) of the Act, the quorum for a meeting of a Committee shall be such number of members just above 50% of the total number of members of that Committee. Therefore, atleast seven members must be available to constitute the quorum. 4. Admittedly, Jayalakshmi and Mariyamma Oommen resigned from the Board of Directors. In their place, two members were nominated. They are petitioners 8 and 9. This nomination was invoking the power under Section 28(1)(IJ) of the Act. This provision gives the power to the Board of Directors to nominate members to fill casual vacancy if the term of the office of the Board is less than half of the original term. Apart from that, the petitioners are having a case that the petitioners 10 and 11 are also nominated members by virtue of Section 28(1)(IG) of the Act. Section 28(1)(IG) provides for nomination of specialized persons, who are having experience in relation to the objects and activities undertaken by the Society. If the nomination as above is reckoned, certainly, there is sufficient quorum. However, the Joint Registrar ignored the nomination under Section 28(1)(IG) for the reason that the above provision is not applicable to the Urban Cooperative Banks, and only provision that is applicable is the Special Provisions under Section 28AA. Section 28AA, in fact, was there in the 'Act' much prior to the amendment carried out in the 'Act' by incorporating Section 28(1)(IG) with effect from 14.02.2013. Section 28AA mandates reservation for members in the Committee, who possess experience in banking etc. In that context, a question on the rule of construction arises, i.e, whether a general rule or special rule would prevail in view of difference in procedures set out for inclusion of members with special experience as referred in Sections 28(1)(IG) and 28AA. The nomination made by the Committee under Section 28(1)(IJ) is called as bad for the reason that, after resignation of Jayalakshmi and Mariamma Oommen, there was no quorum to constitute Committee to take such a decision. The nomination made by the Committee under Section 28(1)(IJ) is called as bad for the reason that, after resignation of Jayalakshmi and Mariamma Oommen, there was no quorum to constitute Committee to take such a decision. This was on the premise that K.A. Raju and Babukutty Punnoose were disqualified at the inception to the Committee itself and the nomination under Section 28(1)(IG) was illegal. If these findings are legally correct, the court has to hold that there was no quorum available to nominate members under Section 28(I)(IJ) of the Act. 5. In the light of the above, three points arise for consideration on the issue involved: (i) Did the bye-laws contemplate cessation of membership of service employees after their retirement from the service? (ii) Does the Board of Directors of Urban Cooperative Bank have the power to nominate specialized members invoking Section 28(1)(IG)? (iii) Whether nomination of petitioners 8 and 9 is vitiated for want of quorum in the Board meeting or not? 6. Point No.1: As seen from the bye-laws, there are three categories of members who are having voting rights. The question is whether the membership of a service employee is co-terminus with retirement from service. The disqualification from membership would arise either in accordance with the provisions under the bye-laws or as referable to the statutory provisions. Rule 44(2)(b) of the Kerala Co-operative Societies Rules states that a member of the Committee shall cease to hold his office as such, if he ceases to be a member of the Society. K.A. Raju as well as Babukutty Punnoose, admittedly became member as employees in the service. Nowhere it is stipulated in the bye-laws that a member, who became a member by virtue of his employment in the service will cease to become the member, if he is no longer employed in the service. It is to be noted that the membership is given to only such employees, who are residing within the area of the operation. The object of the Society itself is to do banking business for the benefit of its members. It would have been possible to hold that such members cease to become the members, if memberships were exclusively given only to employees who are in service. Non-service employees are also entitled to become members as seen from Clause 4.2 of the bye-laws. The object of the Society itself is to do banking business for the benefit of its members. It would have been possible to hold that such members cease to become the members, if memberships were exclusively given only to employees who are in service. Non-service employees are also entitled to become members as seen from Clause 4.2 of the bye-laws. In such circumstances, it can be concluded that bye-laws never intended that the service employees will cease to become members on their retirement from service. In the absence of any such provisions in the bye-laws those members cannot be considered as disqualified merely for the reason that they had retired from service. 7. In the year 2005, an amendment was carried to the bye-laws. In clause 9, it is stipulated that those members, who are referred in Clause 5 will continue to be the members even after retirement from service. The learned Special Government Pleader as well as the learned counsel appearing for the part-time Administrator argued that Clause 5 referred in Clause 9 is applicable only to nominal members and not to the members, who are referred in Clause 4.1. The learned counsel for the petitioners argued that the reference to Clause 5 as referred in Clause 9 is a typographical mistake and therefore, it has to be ignored. He further argued that Clause 9 refers to such employees, who are referred in Clause 4.1. I find merit in this argument. No doubt, if there is an ambiguity in the provision and if that provision can be interpreted in different ways, the court cannot adopt one of such interpretation. In those circumstances, the amendment to the bye-laws alone can be resorted. However, when there is no possibility of more than one interpretation, there is no necessity to resort to an amendment. In this case, I am of the view that on construction of Clause 9, it can be seen that the provision only refers to employees as referred under Clause 4.1. Neither in Clause 5 nor in Clause 4.4 as referred in Clause 5, there is any mention of service employees. In such circumstances, it can be safely concluded that the reference to Clause 5 in Clause 9 is only a mistake and can be ignored. 8. Neither in Clause 5 nor in Clause 4.4 as referred in Clause 5, there is any mention of service employees. In such circumstances, it can be safely concluded that the reference to Clause 5 in Clause 9 is only a mistake and can be ignored. 8. In the light of the discussions as above, I hold that K.A. Raju and Babukutty Punnoose are entitled to continue as members of the Society as well as the members of the Board of Directors of the Bank. The contrary finding made by the Joint Registrar in the impugned order, thus, will have to be set aside. 9. Point No. II: Section 28(1)(IG) was incorporated in the Act, 2013 with effect from 14.2.2013. Section 28(1) (IG) reads as follows: “Notwithstanding anything contained in the bye-laws of Society, the Committee in office shall co-opt two persons or representatives who are having experience in the field of banking, management, finance or specialization in any other field, relating to the objects and activities undertaken by the Co-operative Society as members of the Board of such Society; Provided that the number of such co-opted members shall not exceed two in addition to maximum limit specified in sub-section( IA); Provided further that such co-opted members shall not have the right to vote in any election of the Co-operative Society in their capacity as such member and is not eligible to be elected as office bearers of the board; Provided also that such co-opted members of a Co-operative Society shall also be members of the board and such members shall be excluded for the purpose of counting the total number of directors specified in sub-section(IA).” 10. Prior to the amendment as above, Section 28 (1) (IG) stood as follows: “Notwithstanding anything contained in the bye-laws of the District Co-operative Bank, two seats in the Committee of each District Co-operative Bank shall be reserved for representatives two possess experience in Banking or professional qualification.” 11. Section 28(AA) also refers reservation for persons with banking experience or professional qualification in the Committees of the Urban Co-operative Banks. Section 28(AA) also refers reservation for persons with banking experience or professional qualification in the Committees of the Urban Co-operative Banks. Section 28(AA) reads as follows: “Reservation for persons with banking experience or professional qualification in the Committees of Urban Co-operative Banks:- Notwithstanding anything contained in the bye-laws of any Urban Co-operative Bank, there shall be reserved not less than two seats in the Committees of such banks for members who possess experience in banking or professional qualifications: Provided that this section shall not be applicable to the Committees of Urban Cooperative Banks constituted prior to the commencement of the Kerala Co-operative Societies (Amendment) Act, 2010. Explanation:-For the purpose of this section,- (i) “members who possess experience in banking” means members who are or were in paid service of a Commercial Bank, State Cooperative Bank, District Co-operative Bank, an Urban Co-operative Bank or a Service Cooperative Bank in the managerial cadre. (ii) “Professional qualifications” means membership in the Institute of Chartered Accountants of India or Masters Degree in Business Administration or Membership in the Institute of Cost and Work Accountants of India or Masters Degree in Commerce with experience in banking or experience in the inspection or audit of banks, including Cooperative Bank.” 12. On a combined reading of the provisions as above, it can be seen that prior to amendment, the District Cooperative Bank as well as Urban Co-operative Bank are bound to make reservation for specialized members. After the amendment to Section 28(1)(IG), it can be seen that two persons can be opted as specialized members into the Board of such Society. An argument was raised by the learned counsel for the petitioners that when a special provision is made for the Urban Co-operative Society by way of reservation, it is not possible for the Board of Urban Co-operative Bank to resort for nomination invoking the power under Section 28(1)(IG). 13. It is the settled rule of interpretation that all provisions should be read harmoniously to avoid any clash between provisions if such a construction is possible in the context of statutory provisions. As seen from Section 28(1)(IG), the provision is of general nature. The very object of Section 28(1)(IG) is to ensure that there are experts in the Committee, who are well-versed with the activities undertaken by the Societies. As seen from Section 28(1)(IG), the provision is of general nature. The very object of Section 28(1)(IG) is to ensure that there are experts in the Committee, who are well-versed with the activities undertaken by the Societies. Section 28(1)(IG) would be applicable to all kinds of Society whether they are engaged in banking or in any other field. On the other hand, Section 28AA is applicable only in respect of Urban Co-operative Banks. Section 28AA provides for reservation of members with banking experience or professional qualifications. Therefore, those members will have to contest through election to become members of the Committee in a constituency earmarked for such reserved members. On the other hand, Section 28(1)(1G) provides for nomination by co-opting two persons, who are having experience in the field of banking, management etc. If there are no members in the Urban Co-operative Bank to be elected among the reserved category under Section 28AA, certainly, the Board can resort to Section 28(1)(IG) to co-opt two persons. If the Urban Bank Society is prevented from co-opting two persons invoking Section 28(1)(IG), in case of non-availability of members under Section 28AA, they will be left without any remedy to have experienced persons in the special field in the Board of Directors. It is to be noted that it is a constitutional mandate under Article 243-ZJ(3) of the Constitution of India for the State to make provisions for co-option of persons to be members of the Board having experience in the field of banking, management etc. There is also a rider in the first proviso to Article 243-ZJ(3), that the maximum number of co-opted persons shall not exceed two. Thus, it is possible for a harmonious construction of Section 28(1)(IG) and Section 28AA. If the Urban Bank has already resorted to Section 28AA and elected two members into Committee from the reserved category, it cannot invoke Section 28(1)(IG) for co-opting two persons. If for any reason, the reservation was not worked out as referred in Section 28AA, there is no impediment for the Board to invoke Section 28(1)(IG). If the reservation is not worked out under Section 28AA, the very object of the Article 243-ZJ(3) would be defeated, if the Society is not allowed to co-opt experienced persons. If for any reason, the reservation was not worked out as referred in Section 28AA, there is no impediment for the Board to invoke Section 28(1)(IG). If the reservation is not worked out under Section 28AA, the very object of the Article 243-ZJ(3) would be defeated, if the Society is not allowed to co-opt experienced persons. It is the duty of the court wherever possible to construe the provisions, which appears in conflict, harmoniously, to avoid any clash to sub-serve the object of such provisions. Therefore, Section 28AA should be construed with reference to Section 28(1)(IG) so as to make the object of the Article 243-ZJ(3) as workable. The Joint Registrar has no case in the impugned order that the Society had already worked out reservation under Section 28AA and therefore, they cannot invoke Section 28(1)(IG). In the absence of any such finding, the nomination made by the Board of Directors nominating the petitioners 10 and 11 is legally correct and valid. 14. Point No.III: In the light of the findings on point Nos.I and II, point No.III will have to be answered in favour of the petitioners holding that there was sufficient quorum to nominate petitioners 8 and 9. 15. The petitioners are having a case that the orders passed by the Joint Registrar are actuated by political influence. The petitioners rely upon Exts.P4 to P6. However, the petitioners have not chosen to implead the Joint Registrar in his personal capacity. In such circumstances, this Court cannot probe further into the mala fides urged in the matter. However, certainly, this Court has to hold that the Joint Registrar committed grave jurisdictional error in passing the orders, placing the issue on wrong premise of law. In that view of the matter, this Court can correct the decision making process by invoking the power under Article 226 of the Constitution. 16. The inevitable conclusion, thus, leads to the order quashing the impugned decisions. The Management of the Society is, therefore, restored with the Board of Directors, who were in office prior to the issuance of impugned orders. The writ petition is allowed as above. No order as to costs.