Section 12 of the Societies Registration Act, 1860: Alteration of Objects and Amalgamation

Section 12 sets out how a registered society may alter, extend or abridge its purposes, or amalgamate wholly or partly with another society. It requires advance circulation of a proposal and approval at two special meetings. State amendments and the law applicable to the society must also be checked.

Meaning and scope of Section 12

The governing body means the governors, council, directors, committee, trustees or other body entrusted by the society's rules with management of its affairs (Section 16). A society's purposes are the objects for which it was established, reflected in its memorandum of association. To alter means to change an object, to extend means to enlarge it, and to abridge means to narrow it. Amalgamation involves combining a society wholly or partly with another society.

Text of Section 12 - Societies enabled to alter, extend, or abridge their purposes

Whenever it shall appear to the governing body of any society registered under this Act, which has been established for any particular purpose or purposes, that it is advisable to alter, extend, or abridge such purpose to or for other purposes within the meaning of this Act, or to amalgamate such society either wholly or partially with any other society, such governing body may submit the proposition to the members of the society in a written or printed report, and may convene a special meeting for the consideration thereof according to the regulations of the society; but no such proposition shall be carried into effect unless such report shall have been delivered or sent by post to every member of the society ten days previous to the special meeting convened by the governing body for the consideration thereof, nor unless such proposition shall have been agreed to by the votes of three-fifths of the members delivered in person or by proxy, and confirmed by the votes of three-fifths of the members present at a second special meeting convened by the governing body at an interval of one month after the former meeting.

Procedure under Section 12

1. Proposal: The governing body prepares a written or printed report explaining the proposed alteration of objects or amalgamation.
2. Notice: Deliver or post the report to every member at least ten days before the first special meeting, subject to any stricter applicable requirements.
3. First special meeting: Convene the meeting under the society's regulations and obtain votes in favour from three-fifths of the members, cast in person or by proxy as provided in the section.
4. Second special meeting: Convene a further special meeting at an interval of one month after the first, and obtain confirmation from three-fifths of the members present.
5. Records and compliance: Preserve the notices, report, attendance, proxies, minutes and resolutions, and complete any filing or approval required by applicable state law and rules.

Important legal considerations

The proposed purposes must remain within the purposes permitted by the Act. Section 12 should be read with Section 2 (memorandum of association), Section 15 (definition of member), and Section 16 (governing body). A change of objects or amalgamation under Section 12 is distinct from dissolution under Section 13.

State-specific caution: The Societies Registration Act, 1860 has been amended or replaced by state legislation in several jurisdictions. The relevant state enactment, amendments, rules, registrar requirements and society bye-laws may change the procedure, notice period, voting thresholds or filing obligations. The central provision described here should not be assumed to govern every registered society in India without checking its place of registration.

Official legal resources

For the central Act and jurisdiction-specific amendments, consult the India Code legislative database and the Gazette of India. Consult the relevant State Registrar of Societies and official state legislation portal for applicable rules and filing requirements.

Frequently asked questions

Can a society change its objects by a single resolution?

Under the unamended central Section 12 procedure, no. The proposal requires the specified voting approval and confirmation at a second special meeting, in addition to notice requirements.

Is a proxy vote permitted?

The first-meeting approval provision expressly refers to votes delivered in person or by proxy. The second meeting requires confirmation by three-fifths of the members present. Applicable state law and the society's rules should be checked.

Does Section 12 permit amalgamation?

Yes. It expressly covers amalgamation, wholly or partially, with another society, subject to the statutory procedure and applicable local requirements.