OPINION

Summary

This legal opinion examines whether the Swatantra Party’s National Convention had authority to dissolve or wind up the Party under its written constitution. It notes that the constitution empowers the National Convention to amend the constitution, subject to specified procedures: recommendation by the General Council or a proposal by 200 members, a three-fourths majority of delegates present and voting, and 30 days’ notice to the National Executive. It observes, however, that the constitution contains no express provision for dissolution.

Key points

• The opinion distinguishes between a constitutional power to amend the Party constitution and a power to dissolve the Party.
• The Swatantra Party constitution contains no express dissolution or winding-up clause.
• The opinion relies on the English case Re Lead Co. Workmen’s Fund Society (1904) 2 Ch. 196 concerning judicial dissolution of an unincorporated association.
• A court may intervene in exceptional circumstances to dissolve an unregistered association and distribute its funds on equitable principles.
• The opinion concludes that Rule 19’s amendment power cannot be construed as a power to abrogate the constitution.
• The National Convention could not use the amendment procedure because the stated procedural preconditions were absent.
• The Party could nevertheless be dissolved by court order if a plaintiff established that dissolution was in the members’ interests.