I was advised by Advocate Ajay Sethi and others, that pending an election (delayed in view of the Cabinet decision to exempt societies with less than 100 Members from the 'election' provision of the Act), the existing Managing Committee of a Co-op Housing Society, could issue a Duplicate Share Certificate. I have now, seen that the signatories to the Share Certificate are the Chairman, Secretary and a MC Member. The Secretary having resigned, the Committee now, consists of Chairman, Treasurer and 3 Members . The Treasurer may not agree to sign. in the circumstances can another MC Member sign 'for Secretary'. The issuance of the duplicate certificate has the approval of the General Body taken at a spl. GB Meeting.
Secretary continues until his resignation is accepted by the MC
2) if treasurer is refusing to sign don’t issue Duplicate share certificate st present
3) you need signature of chairman , secretary, treasurer on the endorsement of transfer made on share certificate
pass a resolution in a general body meeting that any one member of the MC is authorised to sign on the duplicate share certificate
no need of all the members of MC to sign on the duplicate share certificate
if resolution is ratified and confirmed by majority or all members than the intermediary acts of the existing MC pending the election of the new MC will be protected and taken to be done in good faith and will afford a good indemnity to them against any possible legal action
If a Secretary is already there then no one else can represent him even with the approval of the General Body.
Someone can sing as Secretary only if he is so appointed or there is an ad hoc appointment.
1. IF the Committee consists ONLY of "Chairman, Treasurer and 3 Members", THEN it means that the committee has become defunct, due to loss of minimum quorum strength and hence CANNOT lawfully function, for any purposes. The Secretary's signature is mandatory on the Share Certificate.
2. The Society would have to be handed to the Registrar, who would conduct the affairs of the Society, till proper elections are conducted and handed over to the new elected Mg.Committee.
Keep Smiling .... Hemant Agarwal
Hello,
The acting secretary can sign the certificate.
If the secretary is not there then there must be a person acting in the capacity of the secretary, get the same signed by him/ her.
Regards
If the Managing body is well in place there is no problem in duplicate share certificate even if any member is resign but that resignation should be ratified by the Annual General Meeting till the date any person who is taking charge of that person can sign the document on his behalf
The Secretary's resignation has been accepted by the MC and endorsed by the General Body. Likewise, the GB has endorsed the decision to issue a duplicate certificate to the Shareholder. "Transfer" of share is not involved; it is simply the issuance of a duplicate since the original is lost (police complaint registering loss of certificate has been submitted to Society). The Share holder in question is a senior citizen in his eighties. Currently hospitalized. Can the duplicate share certificate signed by Chairman and one/two MC members be issued? Treasurer's signature is not required on Share Cert. Why then are you (ajay Sethi) suggesting that if Treasurer does not sign, cert. may not be issued?
1) If secretary of society has resigned then MC should elect new secretary from the committee members
2) The reason why I advised not to issue duplicate share certificate is that neither secretary nor treasurer are signing the duplicate share certificate
3) after election of secretary the chairman , secretary and another office bearer sign the duplicate share certificate
If the other member has been authorised, in the absence of the secretary and the same has been resolved in the GB meeting, there should be no legal infirmity in it.
The duplicate certificate should be signed by the person competent enough to sign in his capacity as a chair person along with any other authorised member.
This can be considered as legally valid certificate.
1. The Model Bye-Law suggests that Chairman & Secretary & anyone MC member may sign on the Share Certificate. Treasurer is also a MC member and can sign on Share Certificate AFTER proper resolution is passed in MC meeting, wherein "authorized signatory" is decided and taken on record.
2. IRRESPECTIVE of Share Certificate for Senior Citizen or whatever, there is no special privilege given to Senior Citizen /Ladies /Children, in the case instant.
3. Present MC, in its present numbers do not forum minimum quoroum, HENCE share certificate signing by such defunct committee shall be illegal, irrespective of GB resolutions or whatever.
4. The Administrative authority is vested with the MC and NOT with the GB. Hence GB has no authority to direct MC,in administrative matters.
Keep Smiling .... Hemant Agarwal