Section 40 explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Section 40 deals with general meetings called between annual meetings. The Chief Executive may call a special general meeting at any time on the board's direction and must call one within one month after receiving a written requisition from the Central Registrar or from the members, or the proportion of members, that the bye-laws allow. If the meeting is not called, the Central Registrar or his authorised person can call it, and the Registrar can decide who pays.
The section is read as per the Ministry of Cooperation copy of the Act read with the Multi-State Co-operative Societies (Amendment) Act, 2023; it was not amended in 2023. Members who want to requisition a meeting, or a board facing a requisition, can discuss the position in a legal consultation.
The Chief Executive may, on the direction of the board, call a special general meeting at any time, and must call one within one month after a written requisition from the Central Registrar or from the member or members, or proportion of members, the bye-laws specify (s.40(1)). If it is not called, the Central Registrar or his authorised person may call it, and it is deemed called by the Chief Executive; the Registrar may order the cost to be paid from society funds or by the persons responsible for the failure (s.40(2)).
Sub-section (1): who calls it, and when
"The Chief Executive may, at any time, on the direction of the board, call a special general meeting of the society and shall call such meeting within one month after the receipt of a requisition in writing from the Central Registrar or from such member or members or a proportion of the total number of members, as may be provided in the bye-laws."
| Route | Who triggers it | Chief Executive's duty |
|---|---|---|
| Board direction | The board | "may, at any time" call a special general meeting |
| Requisition by the Central Registrar | The Central Registrar in writing | "shall call such meeting within one month after the receipt" |
| Requisition by members | "such member or members or a proportion of the total number of members, as may be provided in the bye-laws", in writing | "shall call such meeting within one month after the receipt" |
Points to note:
- The Chief Executive is the officer who calls it. The Chief Executive is the person appointed under section 51 (s.3(e)); section 51 was amended in 2023, but the definition used here is unchanged.
- The members' threshold is in the bye-laws. The Act itself gives no number or percentage; it says "as may be provided in the bye-laws". The bye-laws state "the manner of convening general meetings and quorum thereof other than those provided under this Act" (s.10(2)(q)); see Section 10.
- Requisition must be in writing. The one-month period runs "after the receipt of a requisition in writing".
- A "special general meeting" is a general meeting. Section 3(m) says "general meeting" includes a special general meeting.
Sub-section (2): if the meeting is not called
"If a special general meeting of a multi-state cooperative society is not called in accordance with the requisition referred to in sub-section (1), the Central Registrar or any person authorised by him in this behalf shall have the power to call such meeting and that meeting shall be deemed to be a meeting called by the Chief Executive in accordance with the provisions of that sub-section and the Central Registrar may order that the expenditure incurred in calling such meeting shall be paid out of the funds of the society or by such person or persons who, in the opinion of the Central Registrar, was or were responsible for the refusal or failure to convene the special general meeting."
Breaking it up:
- Trigger. The meeting "is not called in accordance with the requisition".
- Power. The Central Registrar or a person authorised by him can call it.
- Effect. The meeting is "deemed to be a meeting called by the Chief Executive".
- Cost. The Registrar "may order" that the expenditure be paid from society funds, or by the person or persons who, in the Registrar's opinion, were responsible for the refusal or failure.
The text is silent on any time within which the Registrar must act, and on how the "opinion" on responsibility is reached. Compare section 39(2), where the cost of a Registrar-convened annual meeting is "borne by the society"; see Section 39.
Why it matters
A special general meeting is how members raise urgent matters outside the annual cycle, such as a vote on expulsion under section 30 or a bye-law amendment under section 11, which need a general meeting "held for the purpose" or a general meeting generally. The board cannot sit on a valid requisition: the Chief Executive is bound to call the meeting within one month. If a requisition is made by members who do not meet the bye-law threshold, the Act gives no direction on the effect; it is silent on that point.
What the 2023 Amendment Act changed
| Provision | Before | After |
|---|---|---|
| Section 40(1) and (2) | As printed above | No change |
| Related: s.3(m) "general meeting" | Includes special general meeting | Not amended in 2023 |
A practical example
Pench Forest Produce Co-operative, an invented multi-State society, has bye-laws allowing one-fifth of the members to requisition a special general meeting. A group representing more than one-fifth sends a written requisition on 5 May asking for a vote on an investment decision. The Chief Executive must call the meeting within one month after receipt, that is by 5 June. If he does nothing, the group can approach the Central Registrar, who or whose authorised person may call the meeting. The meeting is then treated as called by the Chief Executive, and the Registrar may order that the cost be met by the society or by the persons the Registrar considers responsible for the failure.
For the structure of the general body, see Section 38, and for the full Act, the complete guide.
Need help with a requisition or a failure to call a meeting?
A defective requisition or a missed deadline can lead to a dispute over who pays. Our legal consultation service can review the bye-law threshold, the requisition and the next steps.
Key takeaways
- The Chief Executive may call a special general meeting on the board's direction at any time.
- A written requisition from the Central Registrar or from members (as the bye-laws provide) obliges the Chief Executive to call the meeting within one month of receipt.
- If not called, the Central Registrar or his authorised person may call it; it is deemed called by the Chief Executive.
- The Registrar may order the cost to be paid from society funds or by the persons responsible.
- Section 40 was not amended in 2023.
Read next
- Section 39: annual general meeting of the general body
- Section 41: board of directors
- Section 38: constitution, powers and functions of the general body
- Multi-State Co-operative Societies Act, 2002: complete guide
Disclaimer: Based on the Ministry of Cooperation copy of the Multi-State Co-operative Societies Act, 2002 read with the Multi-State Co-operative Societies (Amendment) Act, 2023 (in force from 3 August 2023), as consulted on 2 October 2026. The Multi-State Co-operative Societies Rules, 2002 as amended, later notifications and later amendments are not covered and should be checked. This article is general information, not legal advice; check the official text before acting.