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5. The learned counsel appearing for the appellant / writ petitioner has submitted that the bye-law No.8(i) of the Society has become redundant and unenforceable in view of the Section 15(3) of the Act 1975. It is the further contention of the learned counsel that Section 15(3) of the Act, 1975, does not empower the proxy voting and when the Act itself is not given any right, the bye-law which was in existence prior to 1975 Act become redundant in view of the inconsistency as per Section 53 of the Act.

8. Learned counsel for the appellant also contended that the proxies are allowed in the statute only when special resolution is sought to be passed by not less than 2/3rd majority of members. Whereas for an election of the office bearers, statue does not give any power of proxy voting. Hence, he submitted that upon a conjoint reading of Section 2(j) and Section 15(3) of the of the Act, 1975, the only conclusion one could reach is that the bye-law under Rule 8(i) permitting voting by proxy had been repealed and could not be enforced. Therefore, it is the contention of the learned counsel that the single Judge has not appreciated the facts and the law properly. Similarly, the Inspector General of Registration has also mechanically passed the order holding that there is no inconsistency between the bye-laws and Section 15(3) of the Act 1975. Hence, it is the contention of the appellant and writ petitioner that Rule 8(i) is inconsistent with Section 15(3) of the TamilNadu Act, 1975. It is also the contention of the learned counsel that the proxy vote has been done away by the Supreme Court. In support of his contention the learned counsel has cited the decision in the Board of Control for Cricket v. Cricket Association of Bihar reported in (2016)8 SCC 535.

18. A reading of Section 53 would show that the bye-laws, which are not inconsistent with the provisions of tha Act are valid and could be enforced. The main argument of the learned counsel for the appellant/writ petitioner is that Section 15(3) of the Act 1975, does not provide for proxy voting. Therefore, Rule 8(1) is inconsistent with the Act and the same cannot be enforced in law. In this regard it is useful to extract Section 15 of the Tamil Nadu Societies Registration Act, 1975:

15. Committee: (1) Every registered society shall have a committee of not less than three members to manage its affairs. Every registered society shall file with the registrar a copy of the register maintained by it under Sub section (1) of section 14 and from time to time, file with the Registrar, notice of any change among the members of the committee.

23. Thus, an analogous provision in the form of Section 103 of the Companies Act has used the words personally present where voting by a members was to be through his personal presence. But under Section 15(3), the words used is present. So, there is no conscious intention to exclude other form of representation by members or exercise of franchise which includes voting through proxy. We need to view this from the perspective of the objects of the first respondent association and the fact that its members are placed at far-flung places and therefore there was a clear intention to include voting through proxy. The provision to include proxy voting finds affirmation in the form of Section 15(3) of the Tamil Nadu Societies Registration Act which has not excluded proxy voting by any implication. While interpreting a provision, its true meaning and underlying intent has to be borne in mind. In the instant case, while examining the words members present we will have to essentially adopt an inclusive approach and not exclude any class of voters by implication or by presumption. We can certainly draw strength from analogous provisions in other enactments where an intention to consciously exclude a particular type of members has been expressed with specific words like members personally present. The same analogy has to be necessarily imported to the instant case as well. Therefore, it cannot be said that merely because of the word proxy is absent, under Section 15(3), there cannot be any vote by authorised representative at all. In our view, the scope and purport of Section 15(3) and Section 2(j) are totally different inasmuch as they deal with different scenarios.