Adjournment of Meetings and Polling of Associations

Saji Koduvath, Advocate, Kottayam.

Part I

Adjournment of Meeting: The right is vested in the Assembly itself

In Deodutt Sharma v. Zahoor Ahmed Zaid (AIR 1960 Raj 25) it is held: 

• “From the aforesaid view of cases the following principles clearly emerge:- 
• 1 That once a meeting had been properly called and it meets the chairman of the meeting can only adjourn it with the consent of the majority of the members subject of course to the rules and regulations of the particular body in relation to which such a question might arise. Thus where a meeting according to a statute or the rules under which it has been called must have a certain quorum and such quorum is not present the chairman will have the authority to adjourn the meeting because in its absence no lawful meeting can be held.
•  2 In the absence of any rule to the contrary the common law doctrine should be held to prevail that the adjournment of the meeting rests with the majority of the members present and is not a matter merely of the pleasure of the chairman.
•  3 An exception to the aforesaid rule which has been almost universally accepted is that where disorder breaks out at a meeting the chairman has an inherent right (See also: John Vs. Rees: 1969 (2) All ER 274) even if it has not been granted by statute or the rules to adjourn the meeting without consulting the majority.
•  4 These exceptions apart if the chairman adjourns a meeting contrary to the wishes of the members present and thereby interrupts or leaves unfinished the business for which the meeting was summoned the remaining members can lawfully continue the business; and in the absence of their proper chairman it is open to them to elect another chairman to act as his substitute and continue the business and any business which was duly notified in the notice for the meeting could be transacted to completion and if it is so transacted it would be valid.
•  5 Where however the adjournment has been properly ordered by the chairman or it having been ordered the members have acquiesced in it and thereafter it dawns on or strikes some of them to continue the business of the meeting then such continuance should be held to be invalid as being a surprise or a fraud on the members who may have already left the meeting.”

Deodutt Sharma v. Zahoor Ahmed Zaid is referred to in the following decisions:

• Karan Singh Bhadoria v. Government of Madhya Pradesh, AIR 1996 MP 175,
• M.I. Royappan v. Government of Tamil Nadu, AIR 1972 Mad 435,
• Seth SobhagmalLodha v. The Edward Mills Ltd., Beawar, AIR 1971 Raj 926
• KantilalJ.Sanghavi v. Vinay Sharma, 1971 GujLR 741

In Kantilal J. Sanghavi v. Vinay Sharma, (P.N. Bhagwati, T.U. Mehta, JJ.) 1971 GujLR 741, referring  Gujarat Municipalities Act 1963, it is observed as under:

• “Therefore, if such a general meeting is properly called in ordinary course that meeting should continue till its business is finished. Under ordinary circumstances it would be for that meeting itself to consider whether it should continue till the business on hand is finished or should for some valid reasons adjourn even before finishing the business on hand. …That being the position the authority presiding over that meeting cannot claim any right which would arbitrarily interfere with the rights of councilors attending the meeting.
• 14.  This seems to be the position at common law in England. There the right to adjourn is considered inherent in the assembly itself.
• Shackleton in his book on The Law and Practice of Meetings observes as under at page 48 of the Fourth Edition of that book:- –
  • “There is a power at common law to adjourn a meeting. The right is vested in the assembly itself unless there are particular regulations which vest this power in the chairman.”
• Crew another well known author of the Conduct of Meetings observes as page 151 of 20th Edition of his book as under:-
  • “Where no provision is made by the articles as to the adjournment of a meeting the power of adjourning is apparently vested in the meeting. In Stoughton v. Reynolds (1736) 2 Strange 1044 a similar question arose on the following facts. A vestry meeting was held for the election of churchwardens at which the Vicar presided. He had as his nominee for the office of churchwarden one Chapman but the parishioners nominated two other individuals Messrs. Stoughton and Farren. Before the election was completed however the Vicar at the desire and with the consent of Chapman adjourned the meeting against the wish of many present to the next day. Stoughton and those in sympathy with him remained behind and completed the poll whereby he had a majority of votes. The next day the Vicar and Chapman and their supporters met and continued the poll. On these facts it was held that the right of adjournment was in the parish at large. In the case in question there was no custom found and as no precedent in the common law could be found resort therefore was made to the common right which was in the whole assembly where all were upon an equal footing. It is thus evident that so far as the common law position is concerned it is the inherent right of the assembly itself to adjourn its deliberations.”
• 15.  No such inherent right is found to be in the presiding authority. On this question we find the following important observations at page 57 of the above referred book of Crew:-
  • “If the chairman leaves the meeting before the business is completed or if he purports to adjourn the meeting without authority the meeting may if a quorum still remains appoint another chairman and proceed with the business for the chairman has no right to adjourn the meeting without the consent of the meeting itself unless the business for which it was conveyed has been done or an express power in that behalf is given to him by the relevant rules.”
• Halsbury in Vol. No. 6 of Third Edition observes in para 663 at page 338 as under:-
  • “Except where empowered by the regulations of the company the chairman cannot adjourn the meeting nor dissolve it while any of the business for which it was called remains un-transacted; and if he refuses to act the meeting may elect another chairman. If he has the right with the consent of the meeting to adjourn it the majority of the members present at the meeting cannot compel him to do so. He cannot however adjourn or dissolve the meeting against the wish of the majority.”
• We find that a leading case on this point is National Dwellings Society v. Sykes (1894) 3 Ch. 159 where it is held that it is the duty of a chairman to preserve order conduct proceeding regularly and take care that the sense of the meeting is properly ascertained with regard to any question before it; but he has no power to stop or adjourn a meeting at his own will; and if he purports to do so it is competent for the meeting to resolve to go on with the business for which it has been conveyed and to appoint another chairman for that object. In Andhra Pradesh case of VedPrakashDusaj v. The Municipal Corporation of The City of Secunderabad reported in (1958) I. L. R. Andhra 17 Clause (a) of sec. 88 of Hyderabad Municipal Corporations Act (II of 1956) which was similar to sub-sec. (11) of sec. 51 of the Act was considered. The meeting there was adjourned by the concerned Mayor. With reference to this adjournment and after construing the provisions of above referred clause (m) of sec. 88 it was observed that if the Mayor or the Deputy Mayor or both of them as the case may be find it inconvenient to go on with the meeting they cannot adjourn the meeting at their will and pleasure without the consent of the majority and if they do so and leave the hall they would be deemed to be absent within the meaning of clause (g).
• We find that similar view is taken in several Indian decisions namely the case of
  • Gopal Narayan Kulkarni and others v. SanmukhappaNingappaAngali and others reported in A. I. R. 1927 Bom 603 and two Madras cases of
  • NarayanaChettiar v. The Kaleeswarar Mills Ltd. reported in A. I. R. 1952 Mad 515 and the other
  • B. Gnanaraj v. A. M. Vedanayagam reported in A. I. R. 1966 Mad 372.
• As the same principle is discussed in all these cases we don’t find it necessary to refer to the facts of these cases and the observations made by the learned Judges in these decisions. It would be sufficient to state that in all these cases the principle which is accepted is that the right to adjourn a meeting which is properly convened inherently vests in the meeting itself and that the chairman presiding over that meeting has no unfettered right to adjourn the said meeting and to interrupt its work at his sweet will.”

If Chairman Disregards Majority View, Even Minority can Proceed

Seth SobhagmalLodha v. The Edward Mills Ltd., Beawar, AIR 1971 Raj 926, held as under:

• “28. It is settled law that when once a meeting is called, no chairman can arbitrarily dispose of it. Its continuance or dispersion rests entirely on the will of the shareholders. It is mentioned in the Law and Practice of Meetings by Frank Shackleton, 3rd edition, page 69, that a chairman cannot adjourn a meeting at his own will and pleasure without the consent of the members unless the business for which it was convened has been concluded. That means that a chairman has no power to adjourn the meeting at his own choice. The power of adjournment vests in the majority of those present at the meeting. If a chairman should vacate the chair or adjourn the meeting regardless of the views of the majority, those remaining, even if a minority, can appoint a chairman and conduct the business left unfinished by the former chairman: see Catesby v. Burnett, [1916] 2 Ch. 325 (Ch. D.). This point was also considered by a Division Bench of this court in Deodutt Sharma v. Zahoor Ahmed Zaid, [1960] R.L.W. 486 ; A.I.R. 1960 Raj. 25,  ….”
• “29. Similar views were expressed in Stoughton v. Reynolds, [1736] 2 Stragge 1044 in Nation Dwelling Society v. Sykes, [1894] 3 Ch. 159 (Ch. D.) and in Catesby v. Burnett quoted supra. In the last case there was much opposition in the meeting. There was considerable uproar when the chairman declared the auditors elected and he declared the business to be closed and left the chair and the hall. The remaining members continued the business and elected Catesby to the chair and some new directors were also elected. The question arose, whether the proceedings after the chairman had vacated the chair and dissolved the meeting were valid. It was held that the proceedings were regular and that the appointment of the new directors was valid.”

Voting/Polling is a Continuous Process

Voting/polling is a continuous process for the prescribed polling period, unless it was made at the discretion of the Chairman/Returning Officer and with any emergency or other sufficient cause. It cannot simply be interrupted and adjourned. A mere general power to adjourn the meeting does not necessarily confer an unrestricted power to interrupt a partially completed poll.

After voting has commenced and some members have voted, the Returning Officer/Chairman cannot unilaterally adjourn the voting and resume it on another date. That may raise a serious question of continuity, fairness, and possible manipulation of the electoral process.

Section 57 of the Representation of the People Act, 1951,  permits adjournment only in specified circumstances—such as riot/open violence, natural calamity, or “any other sufficient cause” making it impossible to conduct the poll. The Election Commission’s instructions emphasise that this power should be exercised sparingly, where it has become physically impossible to continue the poll. This principle applies to all elections in India.

Part II

Adjournment of Election/Polling in a Society/Association

Adjournment of an election of the governing body of a society, church, association, cooperative society, etc., are governed by:

1. the bye-laws;
2. the statute governing the body;
3. the rules governing the election;
4. the authority conducting the election and its decision; and
5. the reasons for adjourning the election.

Principles as to Adjournment of Voting/polling

Once polling has commenced, it is ordinarily expected to continue.

There is a strong distinction between:

• adjournment of the general meeting before voting begins, and
• interruption/adjournment of an election after voting has actually commenced.

The latter is much more serious. The person conducting the election cannot ordinarily treat the polling as freely interruptible merely because he has the general power to adjourn a meeting.

Courts have emphasised that elections are intended to be completed at the earliest and that an election officer has no inherent power to adjourn an election unless the governing statute, rules or bye-laws confer such power.
In R. VenkataRangareddy v. N. MuralidharRao, AIR 1983 AP 83, Andhra Pradesh High Court held to the following effect:

• Election officer is not a court and has no inherent powers. Therefore, he has to exercise his powers in accordance with what is found in law governing the election.
• Once the election process commences, it should be proceeded with unhampered. The Election officer cannot proceed to hold an enquiry and hold-up the elections pending such enquiry – except under exceptional circumstances or under orders of court in exceptional circumstances.    
• The election process once commenced, cannot be impeded except under the orders of the Court and the Court would be reluctant except in exceptional circumstances to come in the way of holding of election to the Co-Operative bodies.
• The election process which has commenced should not be interfered with ordinarily by any Court. In Ram PyareChaudhary v. State of U.P., [1982]3 SCR207, with reference to the provisions of the U. P. Co-operative societies Act the Supreme Court held that “from the date of the poll until the results are finally declared, the entire process is an election process and ordinarily this process should not be interfered with by the courts”.
• The officer concerning the election has to make a summary enquiry with respect to matters that come before him without giving him the power to adjourn and decide the objection.
• The officer cannot stop the election process upon an allegation of disqualification, however much it may be supported by material cessation of membership operates and he is disabled from functioning as member of the managing committee.
• Any other interpretation would throw open floodgates of allegations by the members of the society who have unsuccessfully contested the election. 

Lawful Adjournment is Possible

Here, bye-law becomes crucial. Some bye-laws may expressly provide that the Chairman may adjourn a meeting and resume unfinished business later. But, there is a difference in a general power to adjourn the meeting and the power to interrupt an election after polling has commenced.

The election provisions, no doubt, constitute a special procedure governing the poll, and a general meeting-adjournment clause may not necessarily authorise the Returning Officer/Chairman to interrupt a partially completed poll.

If Poll Adjourned, Process Resumes From The Stage It Was Interrupted

• The poll does not ordinarily begin afresh. The adjourned poll resumes from the stage at which it was interrupted. Those who have already voted cannot vote again; only those who had not voted before the adjournment may vote when polling recommences.

Where polling had been stayed and the general meeting adjourned, the poll should be resumed, the from the stage which the election stood when it was interrupted  (MadhavanNamboodiri v. Kammaran,1992 (2) KLT 567; K.Ravindranvs State Of Kerala on 2022 1 ILR(Ker) 669 ; 2020 KLT(Online) 1210, C.T.Ravikumar, N.Nagaresh, JJ.), rather than starting a fresh election calendar (R. VenkataRangareddy v. N. MuralidharRao, 1982 SCC OnLine AP 123; S.R. Shanth Kumar v. State of Karnataka, W.P. Nos. 369/2025 & 306/2025, decided 24-1-2025).

• Note: The position is materially different if polling has not commenced.

If no voting has yet taken place

If voting has not started, generally there will be no difficulty in postponing/adjourn­ing the election to another date, provided the constitution/bye-laws or the authority conducting the election permits it, or there is a valid reason for postponement. The Kerala High Court, in K. Ravindranvs State Of Kerala, 2022 1 ILR(Ker) 669 ; 2020 KLT(Online) 1210 (C.T.Ravikumar, N.Nagaresh, JJ.), has recognised that, where an election cannot be conducted on the originally fixed date, the election can in an appropriate case be continued on a later date from the stage at which it was stopped, rather than requiring the entire process to be restarted.

What happens to the Votes Already Cast?

If polling is lawfully adjourned, the crucial issue becomes whether:

• the ballot papers already cast remain securely preserved;
• those votes are not cancelled or altered;
• voters who have already voted are prevented from voting again; and
• the remaining eligible voters are subsequently given an opportunity to vote under the same electoral process.

Can members who did not attend the first date vote on the adjourned date?

Ordinarily, yes—if the adjourned date is merely a continuation of the same election and those persons were otherwise eligible voters.

• Note: The critical distinction is between: “members present on the original date” and “members entitled to vote in the election.”

Unless the bye-laws expressly restrict voting to members present at the original meeting, eligibility ordinarily depends upon the electoral roll/voters’ list applicable to that election, not upon physical attendance on the first date. K. Ravindran v. State of Kerala, 2022 1 ILR(Ker) 669 ; 2020 KLT(Online) 1210 (C.T.Ravikumar, N.Nagaresh, JJ.), following MadhavanNamboodiri v. Kammaran, 1992 (2) KLT 567, can be authoritatively cited in this point.  The Kerala High Court held that when an election was adjourned, the persons entitled to vote had to be determined with reference to the original election date, and not the adjourned date. The Court also held that the election could continue from the stage where it had stopped.

In short:

• The adjournment does not ordinarily create a new electorate.
• In that situation, members who were absent on the first date should ordinarily be entitled to attend and vote on the adjourned polling date, provided they were members entitled to vote according to the electoral roll applicable to the original election.
• Conversely, a person who became eligible only after the original election date would not ordinarily acquire a right to vote merely because he happens to be present on the adjourned date.
• Everything ultimately depends upon the association’s constitution/bye-laws and the resolution by which the election was originally convened.

Conclusion

The crucial questions for taking a decision on the point under consideration are:

1. What are the exact provisions of the bye laws that governs the election?
2. Was the first meeting adjourned, or was the election cancelled and a fresh election ordered?
3. What does the election notice say?
4. Was the voters’ list already finalised/published?
5. Do the bye laws require the voters to be members satisfying particular conditions as on a particular date?
6. Was the adjournment made by the person/body having authority to adjourn the Parish General Body?

To sum up – (i) the election can potentially be adjourned before polling begins; and the members who were absent on the first date can ordinarily attend and vote on the adjourned polling date, provided they were eligible voters for that election; (ii) one should not ordinarily lose his voting right merely because he was absent on the first date unless there is an express prohibition in the bye laws.