Short notice meetings require mandatory majority approval to validly trigger automatic vacation of elected seats.

In brief

The question

Whether the "deemed vacation" of a seat under Regulation 135(3) requires prior notice or an opportunity for a hearing

The court held

The court allowed the petition and set aside the communication dated 06.11.2025 regarding the vacation of the Petitioner’s seat, as the 70th meeting was invalidly convened, meaning the Petitioner had not missed three consecutive valid meetings

It also directed

The court further set aside the notice for the 73rd meeting dated 06.11.2025 for procedural non-compliance

The court declined to remove Respondent No. 3 as Chairman, finding no evidence of mala fides

The Petitioner’s seat was effectively restored

01Facts

The Petitioner, a Chartered Accountant and elected member of the Northern India Regional Council (NIRC) of the ICAI, challenged a communication dated 06.11.2025 informing him of the automatic vacation of his seat

¶ 1-2

The Respondents invoked Regulation 135(3) of the Chartered Accountants Regulations, 1988, asserting that the Petitioner had remained absent from three consecutive meetings (70th, 71st, and 72nd) without seeking leave of absence

¶ 3

The Petitioner contended that the meetings were convened with inadequate notice, violating the mandatory 14-day notice period prescribed under Regulation 142, and that he was undergoing health issues during the relevant period

¶ 4-6

02Issues

i.Whether the "deemed vacation" of a seat under Regulation 135(3) requires prior notice or an opportunity for a hearing

¶ 21

ii.Whether the notice requirements under Regulation 142 for convening meetings at shorter notice are mandatory or directory

¶ 25-27

iii.What constitutes "approval of the members" for convening a meeting at a notice shorter than seven days under Regulation 142

¶ 35-37

iv.Whether the 70th, 72nd, and 73rd meetings were validly convened in compliance with the notice period requirements

¶ 38-39

03Law Applied

Regulation 135(3) of the Chartered Accountants Regulations, 1988, which creates a deeming fiction for the automatic vacation of a seat upon absence from three consecutive meetings

¶ 19-20

Regulation 142, which stipulates a 14-day notice period, relaxable to 7 days with office-bearer concurrence, or even shorter with "approval of the members"

¶ 22-23

Ishwar Chandra v. Satyanarain Sinha, establishing that in the absence of a specific quorum rule, a majority of members must provide approval

¶ 36

Principle from Jai Charan Lal v. State of U.P., holding that "not less than" a certain number of days requires the exclusion of both terminal days

¶ 29-30

Provisions in the judgment · 1 · Linked ones open on LawLens

General Clauses Act, 1897 Section 9

04Reasoning

The court determined that Regulation 135(3) is a mandatory provision that operates automatically without the need for prior notice or adjudication due to its "deeming fiction"

¶ 21

The court emphasized that for a seat to be vacated, the meetings missed must be validly convened under Regulation 142

¶ 27

In computing the notice period, the court found that the 70th and 72nd meetings were held on the 7th day after notice, which effectively constitutes only 6 days of notice, thus requiring "approval of the members"

¶ 30

For the 72nd meeting, the court found that 10 out of 18 members (a majority) had approved the date, rendering it valid

¶ 32, 38

However, for the 70th meeting, only 8 out of 18 members provided approval via affidavit, which did not constitute a majority; thus, the notice for the 70th meeting was invalid

¶ 34, 38

Similarly, the notice for the 73rd meeting lacked member approval for its short notice

¶ 39