1. There are two applications that form the subject of this judgment. The first one is dated 23rd September 2025 wherein the exparte applicants are seeking the following orders;
1) An ORDER OF CERTIORARI to remove into the High Court, and quash the purported lodgement and registration of the Pentecostal Evangelistic Fellowship of Africa’s (PEFA Church Kenya) Constitution 2018, allegedly lodged by the 1st and 2nd Interested Parties herein and registered by the Respondent herein.
2) An ORDER OF CERTIORARI to remove into the High Court and quash the Respondent’s directives issued on 27th August 2025, directing Pentecostal Evangelistic Fellowship of Africa to amend its Constitution and Bylaws, otherwise referred to as PEFA Constitution and Bylaws, 2018, within a period of ninety (90) days.
3) An ORDER OF PROHIBITION prohibiting the 1st and 2nd Interested Parties from calling, conducting, and/or presiding over a Special Annual General Meeting (SGM) now reserved for 19th September 2025, and from calling an Annual General Assembly of Members of PEFA Church Kenya to rectify the procedural omission made during the process of ratifying the First Amendment of the 2018 PEFA Constitution and Bylaws, which was purportedly ratified by the members and lodged for registration by the Respondent herein.
4) An ORDER OF PROHIBITION directed at the Registrar of Societies, the Respondent herein, prohibiting the Respondent or any other person acting in the capacity of the Registrar of Societies from entertaining, receiving, and/or lodging any amendments to the said PEFA Constitution of 2018, or accepting any resolution passed at a Special Annual General Meeting (SGM) now scheduled for 19th September 2025 by the 1st and 2ndInterested Parties herein.
5) THAT costs of this Application be provided.
2. The 2nd Application is the one dated 16th September 2025 by the interested parties who are seeking the following orders:
1)THAT this Application be and is hereby certified urgent, service thereof is dispensed with for hearing ex-parte in the first instance.
1) THAT pending the inter-partes hearing and determination of this Application, an interim order be and is hereby issued suspending the ex-parte Orders issued on 10 September 2025 in so far as they directedthat the leave so granted to the Ex-Parte Applicants to commence the judicial review proceedings herein shall operate as a stay of the intended Special Annual General Assembly scheduled for 19 September 2025and the directives issued Respondent in its letter dated27 August 2025.
2) THAT pending the hearing and determination of these judicial review proceedings, an order be and is hereby issued setting aside and/or varying the ex-parte Orders issued by this Honourable Court on 10 September 2025 directing that the leave so granted to the Ex-ParteApplicants to commence the judicial review proceedings herein shall operate as a stay of the intended Special Annual General Assembly scheduled for 19 September 2025 and the directives issued Respondent in its letter dated 27 August 2025.
3) THAT the ex-parte Orders issued by this Honourable Court on 10 September 2025 be and are hereby set aside and in consequence thereof the Ex-ParteApplicants’ Chamber Summons Application and Statutory Statement dated 8 September 2025 be and arehereby struck out and/or dismissed.
4) THAT the costs of and incidental to this Application be borne by the Ex-Parte Applicants.
The exparte applicants case;
3. The applicant's case is supported by the verifying affidavit of the 1st Applicant.
4. He is a credentialed member of the Pentecostal Evangelistic Fellowship of Africa PEFA and work as a pastor and/or minister of the gospel under the PEFA Church/organisation.
5. He is a regional official of PEFA Church, Nairobi Region, conversant with the workings of PEFA Church, the laws and regulations governing the structure of PEFA Church organisation.
6. It is the applicants case that the Pentecostal Evangelistic Fellowship of Africa (PEFA Church Kenya) is an Evangelical church, founded to preach the full Gospel of Jesus Christ, with believers who fellowship together and recognise themselves as the very body of Jesus Christ, PEFA Church Kenya is, for all intents and purposes, registered as a society in accordance with the provisions of the Societies Act Chapter 108 Laws of Kenya.
7. The PEFA Church in Kenya has been governed by the PEFA Constitution of 1973, which outlines the administrative structure of the PEFA Church.
8. In 2018, a resolution was passed to enact a new Constitution, now referred to as the PEFA Constitution and Bylaws 2018.
9. It is his case that the said PEFA Constitution and Bylaws 2018 have no legal effect, as they were not lodged with the Respondent for registration as required by law, and the official records of the Respondent show that the Constitution of PEFA Church is the 1973 Constitution.
10. In 2018, when expressing a wish to adopt a new Constitution to replace the PEFA Constitution of 1973, the Annual General Assembly Members—comprising the National Executive Board (NEB), Council of Elders (COE), Board of Trustees (BOT), National Executive Council (NEC), Regional Councils (RCs), District Councils, and Accredited Missionaries—passed a resolution to revoke the PEFA Constitution of 1973 and replace it with the PEFA Constitution and Bylaws of 2018.
11. Under the operating framework of the church at the time, the 1st and 2nd Interested Parties assumed the duty and obligation to lodge and/or file the said 2018 Constitution with the Respondent herein, together with the Minutes and Resolution authorising the adoption of the said Constitution pursuant to section 20(2) of the Societies Act Chapter 108 Laws of Kenya.
12. An effort to ensure compliance with the regulatory requirements under the Societies Act Chapter 108 Laws of Kenya, the Applicants herein sought assurance from the Interested Parties regarding whether the 2018 Constitution was duly filed and with utmost confidence, the Interested Parties assured the Applicants and the wider PEFA Church Community that the PEFA Constitution and Bylaws 2018 were properly lodged with the Registrar for proper registration in accordance with section 20(2) of the Societies Act Chapter 108 Laws of Kenya.
13. This made the applicants to believe that, because the PEFA Constitution of 2018 was registered, the PEFA Constitution of 1973 was effectively repealed and no longer possesses any legal authority.
14. In 2024, due to the need to amend certain clauses in the 2018 PEFA Constitution and Bylaws, members of PEFA Church collected signatures with the aim of initiating an amendment process to the 2018 Constitution and Bylaws.
15. The Interested Parties purported to issue a 21-day notice dated 25th January 2024, claiming to convene a PEFA Annual General Meeting scheduled for 14 February 2024 at South B PEFA Cathedral.
16. The said AGM never took place, and even more surprisingly, the Interested Parties herein falsified minutes and other documents to evidence the alleged AGM that supposedly ratified the adoption and registration of the proposed Amendments to the 2018 Constitution, otherwise known as the PEFA Governance Guidelines, Elections Rules and Procedures, 2024.
17. It is their case that upon learning that the said amendments to the 2018 Constitution (PEFA Governance Guidelines, Elections Rules and Procedures, 2024) were duly registered by the Respondent herein following submission by the Interested Parties, without paying due regard to the well-established procedural rules under the Societies Act Chapter 108 Laws of Kenya and the Societies Rules,
18. The Applicants herein embarked on a search for the truth and on 27th November 2024, via a letter dated on the same date, the Applicant petitioned the Respondent to nullify the Amendments to the 2018 Constitution due to the unprocedural amendment process and in the letter emphasised that the PEFA Constitution and Bylaws of 2018 were never lodged for registration in accordance with the provisions of the Societies Act Chapter 108 Laws of Kenya.
19. In 2023, PEFA Churches within Nairobi sought to obtain a loan facility from NCBA Bank, and one of the documents the bank required was a copy of the Constitution.
20. When a copy of the 2018 Constitution was submitted to the bank to facilitate the loan application, the bank observed that the Constitution provided by PEFA Churches was in fact different from the version held at the Registrar of Societies, the Respondent’s file.
21. When prompted to furnish the Church with a certified copy of the current Constitution, on 8th February 2024, the Respondent herein provided a duly certified copy of the 1973 PEFA Constitution as the current Constitution of the PEFA church.
22. The production of the 1973 Constitution by the Respondent herein confirmed that the PEFA Constitution and Bylaws of 2018 were not filed and/or registered.
23. Consequently, any act carried out under its authority cannot be considered legal, and no amendments can be made to a document that the Respondent herein does not recognise as duly registered.
24. On 26th February 2025, the Respondent issued its first response through a letter dated the same day, highlighting the Applicant’s concerns regarding the Amendment process of the 2018 Constitution.
25. In doing so, it required the Interested Parties to provide clarity, particularly concerning the following discrepancies in the preliminary compliance requirements for the amendment process of the 2018 Constitution.
26. The Notice dated 31st January 2024 for an Ordinary National Executive Council Meeting scheduled for 14th February 2024, submitted by the complainant, and the notice of 23rd January 2024 for a Special National Executive Council Meeting scheduled for 13th February 2024 at Nairobi Pentecostal Bible College, Nairobi, submitted by the Secretary.
27. The Notice presented to the Registrar of Societies, the Respondent herein, by the General Secretary was dated 25th January 2024, for the PEFA Annual General Assembly to be held on Wednesday, 14th February 2024, at South B PEFA Cathedral, Nairobi.
28. Consequently, vide the said letter dated 26th February 2025, the Respondent required the Interested Parties herein to respond to the issues highlighted in the said letter and emanating from the Applicant’s concerns within seven (7) days from 26th February 2025.
29. During the National Executive Council meeting held on 14th February 2024, contrary to the evident fact corroborated by the records of the Respondent herein, the Interested Parties, led by the General Secretary, maintained that the 2018 Constitution had already been amended and approved by the Respondent herein.
30. The Applicants herein later proceeded to peruse the society's file, designated as file NO. SOC/4232 and discovered that the Interested Party Parties filed the said amendments to the Constitution on 14th February 2024, while falsifying crucial documents such as the mandatory 21-day notice in support of their filing.
31. It is their case that upon confirming that the PEFA Constitution and Bylaws of 2018 were neither filed with the Respondent nor registered.
32. The Applicants herein petitioned the Respondent herein to provide clarity on which Constitution was in force between the 1973 Constitution and the 2018 Constitution and Bylaws as of 2024. However, the Respondent failed to provide any clarity on this matter.
33. The Applicants, therefore, called on the Respondent herein to nullify the said amendments on the following grounds, contravention of PEFA’s Constitution and the Societies’ Rules and Requirements for Amendment of the Constitution and want of transparency, condor and openness.
34. The Applicants herein made several follow-ups to their letter dated 27th November 2024, but no meaningful response was forthcoming from the Respondent herein.
35. On 25th April 2025, the Applicants herein wrote to the Respondent seeking to have the said Amendments nullified for want of compliance with the procedural edicts under the Societies Act Chapter 108 Laws of Kenya and importantly, an indication with clarity as to which version of the PEFA Constitution is officially recognised by the Respondent herein.
36. On 4th June 2025, the Applicants herein wrote another letter to the Respondent herein seeking answers to their letters of 25th April 2025 and that of 27th November 2024 and 23rd June 2025 but the same elicited no response.
37. The said letter of the 23rd June 2025, the Applicants herein advanced the following requests: -
A. The Respondent declares that the amendment process of the PEFA Constitution did not comply with the legal and procedural requirements for constitutional amendments, as no proper notice was issued to convene an Annual General Meeting to ratify the amendments.
B. The purported 21-day notice dated January 25, 2024, is declared fraudulent.
C. The approval of the purported 2024 PEFA Constitution, along with any amendments made outside of due process, be nullified.
D. The Respondent issues a formal communication indicating the version of the PEFA Constitution that is officially recognised by the office of the Registrar of Societies, and provides the Applicants with a certified copy of the same.
E. If it is demonstrated that the leadership of PEFA Church used fraudulent and falsified documents in their filings for Constitutional amendment with the intent to deceive government officers, then the Respondent should consider taking appropriate legal and administrative action against those responsible.
38. It is their case that after it became clear that the 2018 Constitution was not filed and that the Respondent itself when prompted to provide a certified copy of the recognised PEFA Constitution for purposes of processing a loan facility, it only produced the 1973 Constitution as the current Constitution for PEFA, and when asked to give clarity between the 1973 and 2018 Constitution which one is in force, the Respondent tactfully avoided to give clarity on that fundamental issue.
39. On 26th August 2025, the Applicants herein petitioned the Hon. Attorney General via a letter dated 26th August 2025.
40. In the said Petition, the Applicants outlined the grounds of their complaints and proffered the following prayers:
A. The Hon. Attorney General do direct the Respondent herein to conclude the matter without any further delays and in full compliance with the law;
B. The Hon Attorney General do investigate the preferential treatment accorded to PEFA General Secretary by the Respondent herein;
C. The Hon. Attorney General do take appropriate legal action against the three PEFA officials for providing false information to public officers.
D. That measures be put in place to ensure that the office of the Respondent herein conducts its mandate in a fair, impartial and constitutionally compliant manner.
41. On 27th August 2025 the respondent wrote a letter to the Interested Parties herein and in which letter, the Respondent herein took the view that the amendment process did not comply with the procedural requirements and thus expunged the amendments approved on 16th February 2024 from its records with immediate effect.
42. The Respondent herein directed the PEFA Church to amend its Constitution in line with the edicts of the Societies Act and file the same within ninety (90) days from 27th August 2025.
43. They argue that the Interested Parties then issued a Notice of Special Annual General Assembly (SAGA) on 28th August 2025, scheduling the Special Annual General Assembly for 19th September 2025 at Nairobi Pentecostal Bible College – Nairobi County.
44. Attached to the Notice is a memorandum for all National Executive Council (NEC) Members outlining the purpose of the meeting: to resolve the procedural concerns raised during the amendment process of the 2018 Constitution.
45. Whereas the Respondent has since directed that the amendment process of the 2018 Constitution be carried out in compliance with the edicts of the Societies Act, Chapter 108 Laws of Kenya, it is without no doubt that the Pentecostal Evangelistic Fellowship of Africa Constitution and Bylaws 2018 were never filed for registration and that the Respondent itself cannot produce a certified copy of the document.
46. The 2018 Constitution, which the Interested Parties now seek to amend vigorously, does not exist in the records of the Respondent herein and has no legal force.
47. The Interested Parties herein now seek to amend a non-existent document not recognised by the Respondent, and neither is in the custody or records of the Respondent herein.
48. The implication of this is that the 1973 Constitution is the duly recognised Constitution of PEFA and is wielding the force of law.
49. The Interested Parties herein have been acting based on illegalities and that anything done under the auspices of the 2018 Constitution remains void for having been done under a set of laws that derive no force of law.
The exparte applicants’ submissions:
50. They submit thatThe Constitution of PEFA 2018 was never lodged for registration and thus does not exist.
51. The Pentecostal Evangelistic Fellowship of Africa (PEFA Church Kenya) is an Evangelical church, founded to preach the full Gospel of Jesus Christ, with believers who fellowship together and recognise themselves as the very body of Jesus Christ.
52. PEFA Church Kenya is, for all intents and purposes, registered as a society under the provisions of the Societies Act, Chapter 108, Laws of Kenya. Since its formation and registration, PEFA Church in Kenya has been governed by the PEFA Constitution of 1973, which establishes the PEFA Church's administrative structure.
53. In 2018, a resolution was passed to enact a new Constitution, now referred to as the PEFA Constitution and Bylaws 2018.
54. Relevant church officials (including the Ex parte Applicants herein) participated in the process leading up to the drafting of the said 2018 Constitution.
55. During the process, the Interested Parties herein were tasked with ensuring compliance with the procedural and substantive edicts set out in the Societies Act, Chapter 108, Laws of Kenya.
56. Section 20 of the Societies Act Chapter 108 provides that:
a. No registered society shall—
1. amend its name, or its constitution or rules; or
2. become a branch of, or affiliated to or connected with, any organization or group of a political nature established outside Kenya; or
3. dissolve itself,
b. except with the prior consent in writing of the Registrar, obtained upon written application to him signed by three of the officers of the society.
57. They submit that the above statutory provision requires that, in the event of amending the Constitution of a society registered under the regime of the Act, prior consent to amend must be obtained from the Respondent.
58. In other words, the Society must secure the respondent's approval before proceeding with the amendment process, and immediately after the amendment is carried out, the society must deliver the so amended constitution for registration by the Respondent herein.
59. According to Section 20(2) of the Act dictates that an Application for approval to amend a Societies Constitution must be accompanied by a copy of the minutes of the meeting at which the resolution to Amend the Constitution was passed, certified as a true copy by three of the officers of the society, and the said application shall be delivered to the Registrar within fourteen days after the day on which the resolution was passed.
60. The said 2018 Constitution that sought to amend and/or replace the 1973 PEFA Constitution was deliberated upon and put in place before the consent and approval of the Respondent herein was sought and obtained, contrary to section 20 of the Societies Act.
61. This fact is glaring in the Minutes of the 56th PEFA AGA held at the African Nazarine University, Rongai, Kajiado County, on April 17th to 19th, 2018, at AGA Min 007.
62. At AGA MIN 007 TO RECEIVE, CONSIDER AND, IF APPROVED, ADOPT THE PROPOSED PEFA CONSTITUTION AND BYLAWS 2018: was captured as follows: -
a. The proposed constitution was tabled by the chairman of the Review Committee Rev. Kennedy Muturi and after a long deliberation and Consideration of the proposed Amendments the Constitution was unanimously adopted and Ratified as proposed.
63. A letter dated 3rdSeptember 2018, seeking approval of the said 2018 Constitution from the Respondent, the letter read in part, “…..I am writing this letter to kindly request an approval letter. The organisation recently made a constitutional Amendment and change of officers.”
64. The said 2018 Constitution was deliberated upon, drafted, and adopted before obtaining the consent and approval of the Respondent herein.
65. The minutes demonstrate that the Church established a review committee, considered the 2018 Constitution, put it together, approved, and adopted it long before seeking the consent and approval of the Respondent herein.
66. They submit that this violates the provisions of Section 20 of the Societies Act, Chapter 108 of the Laws of Kenya.
67. Upon amending their constitution, any society registered under the Act is required to lodge the same with the Respondent herein for record keeping purposes such that any interested member of the church can move the offices of the Respondent herein (being a public office) with the view to peruse the file relevant to PEFA Church and obtain any relevant document including the Constitution.
68. However, in the instant case, even upon passing the PEFA Constitution, 2018, that purportedly replaced the PEFA 1973 Constitution, in a manner that contravenes section 20 of the Societies Act, the same was never lodged with the Respondent herein for registration as by law required.
69. The Interested Parties herein assured the Ex parte Applicants and the wider PEFA Church Community that the PEFA Constitution and Bylaws 2018 were properly lodged with the Registrar for registration in accordance with the law.
70. Relying genuinely on the Interested Parties’ assurance, the Ex Parte Applicants here and the wider PEFA Community assumed that, because the PEFA Constitution of 2018 was registered, the PEFA Constitution of 1973 was effectively repealed and no longer holds any legal authority.
71. In 2023, PEFA Churches in Nairobi sought a loan facility from NCBA Bank, and one of the documents the bank required was a copy of the current PEFA Church Constitution, which, in the minds of all concerned parties at the time, was the PEFA 2018 Constitution.
72. However, when a copy of the 2018 Constitution was submitted to the bank to facilitate the loan application, the bank observed that the Constitution provided by PEFA Churches was in fact different from the version held at the Registrar of Societies, the Respondent’s file.
73. When the bank carried out its due diligence, the Respondent presented the bank with the PEFA 1973 Constitution, which was the current constitution in the bank's possession.
74. This raised questions about whether the 2018 Constitution was properly registered as required by law and, if not, what its legal status was.
75. The Ex-Parte Applicants herein requested the Respondent to provide them with a copy of the current PEFA Constitution through a letter dated 5thFebruary 2024.
76. The Respondent, being the custodian of the records, supplied the Ex-Parte Applicants with the 1973 Constitution as the Current Constitution, six years after the said 2018 Constitution was approved and adopted, albeit in contravention of the statutory provisions outlined under Section 20 of the Societies Act and purportedly registered by the Ex-Parte Applicants.
77. The alleged PEFA Constitution and Bylaws 2018 were never lodged or registered with the Respondent as required under Section 20(2) of the Societies Act, Cap 108, Laws of Kenya.
78. Being the statutory custodian of all registered constitutions of societies, bears a legal duty to maintain accurate and verifiable records.
79. When the Applicants sought clarification on the Constitution in force, the Respondent, through an official communication dated 5thFebruary 2024, certified and produced the 1973 PEFA Constitution as the valid Constitution of the Church.That official confirmation is conclusive proof that the alleged 2018 document was never registered.
80. Suffice to state from the very onset that the said PEFA Constitution and Bylaws 2018 derive no force of law as the same was not lodged with the Respondent herein for registration as by law required.
81. If the 2018 Constitution was lawfully lodged as required by law, the Respondent herein, being the custodian of the records, could not have issued a certified copy of the 1973 Constitution as the current Constitution on two separate accounts six (6) years after the same was purportedly replaced by the 2018 Constitution.
82. A law that has not passed a procedural test cannot amend or repeal another law.Section 109 of the Evidence Act provides that: - The burden of proof as to any particular fact lies on the person who wishes the court to believe in its existence, unless it is provided by any law that the proof of that fact shall lie on any particular person.
83. Section 112 of the Evidence Chapter 80 Laws of Kenya provides that:- In civil proceedings, when any fact is especially within the knowledge of any party to those proceedings, the burden of proving or disproving that fact is upon him.
84. In the instant case, the Respondent herein maintains that the 2018 PEFA Constitution is legal and has authority.
85. The Respondent bears the burden of proving that the 2018 PEFA Constitution indeed complied with the provisions of the Societies Act Chapter 180 Laws of Kenya to be valid.
86. Furthermore, as the custodian of the records of the Societies registered under the Societies Act regime, the Respondent is the custodian of peculiar facts and records, including those contested in this instant case and thus bears the burden of proving whether the Interested Parties herein complied with the dictates of Section 20 of the Societies Act Chapter 108 Laws of Kenya or otherwise.
87. However, they have failed to place on record evidence showing that the interested parties herein complied with the provisions of section 20 of the Societies Act.
88. The Respondent herein maintains by furnishing the bank and the Ex Parte Applicants herein, the 1973 Constitution, as the current Constitution, is more than enough testimony from the Respondent that it does not recognise the 2018 Constitution and thus no amendments can be effected on a constitution not recognised by the Respondent herein.The proposed 2024 Amendments fall on their own weight.
89. The Respondent’s action only confirms that the alleged 2018 Constitution was never part of the Respondent’s lawful register.
90. The Ex parte Applicants submit that failure to lodge and register the PEFA 2018 Constitution deprives the same of any legal force or validity.
91. An unregistered constitution has no legal existence and therefore cannot serve as the basis for any administrative action, election, or amendment.
92. All acts and decisions purportedly undertaken under its authority are consequently null and void ab initio, and therefore, to permit the Interested Parties to proceed with the proposed 2024 Amendments to the 2018 Constitution will amount to an illegality perpetrated in the full glare of the eyes of the Respondent, who has been the aider and abettor of all these illegalities.
93. The applicant invites the court to make an adverse finding against the Respondent to the effect that the 2018 Constitution was not validly registered, and neither does it derive any force of law.
94. The Ex-Parte Applicant made all necessary efforts to exhaust available internal remedies without success.
95. The Ex-Parte Applicants demonstrated commendable restraint and good faith by exhausting every reasonable avenue to resolve the issues raised herein, both internally within the Church structures and externally with the Respondent, but their efforts were met with silence and inaction.
96. In church, the Interested parties herein who have since become dicators and desire to be so in perpetuity afforded the Ex-perteApplicants herein no listening ear.
97. The Ex-Parte Applicants herein were silenced at every meeting they attended and were afforded no audience.
98. The Ex-Parte Applicants herein made earnest efforts to engage the Respondent in good faith and with courtesy, but these attempts proved futile.
99. The Ex Parte Applicants sent several letters to the Respondent, yet all remained unanswered. paragraphs 12, 22, and 23 of the Verifying Affidavit sworn by Dr Peter Njoroge Ambuka on 8th September 2025 and paragraphs 14 and 15 of the Replying Affidavit of Dr Peter Njoroge Ambuka sworn on 23rdSeptember 2025, evidencing the numerous letters the Ex-Parte Applicants wrote to the Respondent herein but received no response.
100. They submit that all available and conceivable avenues of dispute resolution having been rendered unavailable, and frustrated as they were, the Ex Parte Applicants herein Petitioned the Office of the Honourable Attorney General, and as a knee-jerk reaction, the Respondent herein then issued the impugned directive requiring the Interested Parties herein to amend the 2018 Constitution within 90 days.
101. Reliance is placed on the case Geoffrey Muthinji & Another V Samuel Henry & 7 Others (2015) eKLR, where the court held that:
It is imperative that where a dispute resolution mechanism exists outside courts, the same be exhausted before the jurisdiction of the court is invoked, and that courts ought to be a forum of last resort.
102. Having exhausted all available and reasonable internal remedies and even petitioned the Honourable Attorney General wit
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1) An ORDER OF CERTIORARI to remove into the High Court, and quash the purported lodgement and registration of the Pentecostal Evangelistic Fellowship of Africa’s (PEFA Church Kenya) Constitution 2018, allegedly lodged by the 1st and 2nd Interested Parties herein and registered by the Respondent herein.
2) An ORDER OF CERTIORARI to remove into the High Court and quash the Respondent’s directives issued on 27th August 2025, directing Pentecostal Evangelistic Fellowship of Africa to amend its Constitution and Bylaws, otherwise referred to as PEFA Constitution and Bylaws, 2018, within a period of ninety (90) days.
3) An ORDER OF PROHIBITION prohibiting the 1st and 2nd Interested Parties from calling, conducting, and/or presiding over a Special Annual General Meeting (SGM) now reserved for 19th September 2025, and from calling an Annual General Assembly of Members of PEFA Church Kenya to rectify the procedural omission made during the process of ratifying the First Amendment of the 2018 PEFA Constitution and Bylaws, which was purportedly ratified by the members and lodged for registration by the Respondent herein.
4) An ORDER OF PROHIBITION directed at the Registrar of Societies, the Respondent herein, prohibiting the Respondent or any other person acting in the capacity of the Registrar of Societies from entertaining, receiving, and/or lodging any amendments to the said PEFA Constitution of 2018, or accepting any resolution passed at a Special Annual General Meeting (SGM) now scheduled for 19th September 2025 by the 1st and 2ndInterested Parties herein.
5) THAT costs of this Application be provided.
2. The 2nd Application is the one dated 16th September 2025 by the interested parties who are seeking the following orders:
1)THAT this Application be and is hereby certified urgent, service thereof is dispensed with for hearing ex-parte in the first instance.
1) THAT pending the inter-partes hearing and determination of this Application, an interim order be and is hereby issued suspending the ex-parte Orders issued on 10 September 2025 in so far as they directedthat the leave so granted to the Ex-Parte Applicants to commence the judicial review proceedings herein shall operate as a stay of the intended Special Annual General Assembly scheduled for 19 September 2025and the directives issued Respondent in its letter dated27 August 2025.
2) THAT pending the hearing and determination of these judicial review proceedings, an order be and is hereby issued setting aside and/or varying the ex-parte Orders issued by this Honourable Court on 10 September 2025 directing that the leave so granted to the Ex-ParteApplicants to commence the judicial review proceedings herein shall operate as a stay of the intended Special Annual General Assembly scheduled for 19 September 2025 and the directives issued Respondent in its letter dated 27 August 2025.
3) THAT the ex-parte Orders issued by this Honourable Court on 10 September 2025 be and are hereby set aside and in consequence thereof the Ex-ParteApplicants’ Chamber Summons Application and Statutory Statement dated 8 September 2025 be and arehereby struck out and/or dismissed.
4) THAT the costs of and incidental to this Application be borne by the Ex-Parte Applicants.
The exparte applicants case;
3. The applicant's case is supported by the verifying affidavit of the 1st Applicant.
4. He is a credentialed member of the Pentecostal Evangelistic Fellowship of Africa PEFA and work as a pastor and/or minister of the gospel under the PEFA Church/organisation.
5. He is a regional official of PEFA Church, Nairobi Region, conversant with the workings of PEFA Church, the laws and regulations governing the structure of PEFA Church organisation.
6. It is the applicants case that the Pentecostal Evangelistic Fellowship of Africa (PEFA Church Kenya) is an Evangelical church, founded to preach the full Gospel of Jesus Christ, with believers who fellowship together and recognise themselves as the very body of Jesus Christ, PEFA Church Kenya is, for all intents and purposes, registered as a society in accordance with the provisions of the Societies Act Chapter 108 Laws of Kenya.
7. The PEFA Church in Kenya has been governed by the PEFA Constitution of 1973, which outlines the administrative structure of the PEFA Church.
8. In 2018, a resolution was passed to enact a new Constitution, now referred to as the PEFA Constitution and Bylaws 2018.
9. It is his case that the said PEFA Constitution and Bylaws 2018 have no legal effect, as they were not lodged with the Respondent for registration as required by law, and the official records of the Respondent show that the Constitution of PEFA Church is the 1973 Constitution.
10. In 2018, when expressing a wish to adopt a new Constitution to replace the PEFA Constitution of 1973, the Annual General Assembly Members—comprising the National Executive Board (NEB), Council of Elders (COE), Board of Trustees (BOT), National Executive Council (NEC), Regional Councils (RCs), District Councils, and Accredited Missionaries—passed a resolution to revoke the PEFA Constitution of 1973 and replace it with the PEFA Constitution and Bylaws of 2018.
11. Under the operating framework of the church at the time, the 1st and 2nd Interested Parties assumed the duty and obligation to lodge and/or file the said 2018 Constitution with the Respondent herein, together with the Minutes and Resolution authorising the adoption of the said Constitution pursuant to section 20(2) of the Societies Act Chapter 108 Laws of Kenya.
12. An effort to ensure compliance with the regulatory requirements under the Societies Act Chapter 108 Laws of Kenya, the Applicants herein sought assurance from the Interested Parties regarding whether the 2018 Constitution was duly filed and with utmost confidence, the Interested Parties assured the Applicants and the wider PEFA Church Community that the PEFA Constitution and Bylaws 2018 were properly lodged with the Registrar for proper registration in accordance with section 20(2) of the Societies Act Chapter 108 Laws of Kenya.
13. This made the applicants to believe that, because the PEFA Constitution of 2018 was registered, the PEFA Constitution of 1973 was effectively repealed and no longer possesses any legal authority.
14. In 2024, due to the need to amend certain clauses in the 2018 PEFA Constitution and Bylaws, members of PEFA Church collected signatures with the aim of initiating an amendment process to the 2018 Constitution and Bylaws.
15. The Interested Parties purported to issue a 21-day notice dated 25th January 2024, claiming to convene a PEFA Annual General Meeting scheduled for 14 February 2024 at South B PEFA Cathedral.
16. The said AGM never took place, and even more surprisingly, the Interested Parties herein falsified minutes and other documents to evidence the alleged AGM that supposedly ratified the adoption and registration of the proposed Amendments to the 2018 Constitution, otherwise known as the PEFA Governance Guidelines, Elections Rules and Procedures, 2024.
17. It is their case that upon learning that the said amendments to the 2018 Constitution (PEFA Governance Guidelines, Elections Rules and Procedures, 2024) were duly registered by the Respondent herein following submission by the Interested Parties, without paying due regard to the well-established procedural rules under the Societies Act Chapter 108 Laws of Kenya and the Societies Rules,
18. The Applicants herein embarked on a search for the truth and on 27th November 2024, via a letter dated on the same date, the Applicant petitioned the Respondent to nullify the Amendments to the 2018 Constitution due to the unprocedural amendment process and in the letter emphasised that the PEFA Constitution and Bylaws of 2018 were never lodged for registration in accordance with the provisions of the Societies Act Chapter 108 Laws of Kenya.
19. In 2023, PEFA Churches within Nairobi sought to obtain a loan facility from NCBA Bank, and one of the documents the bank required was a copy of the Constitution.
20. When a copy of the 2018 Constitution was submitted to the bank to facilitate the loan application, the bank observed that the Constitution provided by PEFA Churches was in fact different from the version held at the Registrar of Societies, the Respondent’s file.
21. When prompted to furnish the Church with a certified copy of the current Constitution, on 8th February 2024, the Respondent herein provided a duly certified copy of the 1973 PEFA Constitution as the current Constitution of the PEFA church.
22. The production of the 1973 Constitution by the Respondent herein confirmed that the PEFA Constitution and Bylaws of 2018 were not filed and/or registered.
23. Consequently, any act carried out under its authority cannot be considered legal, and no amendments can be made to a document that the Respondent herein does not recognise as duly registered.
24. On 26th February 2025, the Respondent issued its first response through a letter dated the same day, highlighting the Applicant’s concerns regarding the Amendment process of the 2018 Constitution.
25. In doing so, it required the Interested Parties to provide clarity, particularly concerning the following discrepancies in the preliminary compliance requirements for the amendment process of the 2018 Constitution.
26. The Notice dated 31st January 2024 for an Ordinary National Executive Council Meeting scheduled for 14th February 2024, submitted by the complainant, and the notice of 23rd January 2024 for a Special National Executive Council Meeting scheduled for 13th February 2024 at Nairobi Pentecostal Bible College, Nairobi, submitted by the Secretary.
27. The Notice presented to the Registrar of Societies, the Respondent herein, by the General Secretary was dated 25th January 2024, for the PEFA Annual General Assembly to be held on Wednesday, 14th February 2024, at South B PEFA Cathedral, Nairobi.
28. Consequently, vide the said letter dated 26th February 2025, the Respondent required the Interested Parties herein to respond to the issues highlighted in the said letter and emanating from the Applicant’s concerns within seven (7) days from 26th February 2025.
29. During the National Executive Council meeting held on 14th February 2024, contrary to the evident fact corroborated by the records of the Respondent herein, the Interested Parties, led by the General Secretary, maintained that the 2018 Constitution had already been amended and approved by the Respondent herein.
30. The Applicants herein later proceeded to peruse the society's file, designated as file NO. SOC/4232 and discovered that the Interested Party Parties filed the said amendments to the Constitution on 14th February 2024, while falsifying crucial documents such as the mandatory 21-day notice in support of their filing.
31. It is their case that upon confirming that the PEFA Constitution and Bylaws of 2018 were neither filed with the Respondent nor registered.
32. The Applicants herein petitioned the Respondent herein to provide clarity on which Constitution was in force between the 1973 Constitution and the 2018 Constitution and Bylaws as of 2024. However, the Respondent failed to provide any clarity on this matter.
33. The Applicants, therefore, called on the Respondent herein to nullify the said amendments on the following grounds, contravention of PEFA’s Constitution and the Societies’ Rules and Requirements for Amendment of the Constitution and want of transparency, condor and openness.
34. The Applicants herein made several follow-ups to their letter dated 27th November 2024, but no meaningful response was forthcoming from the Respondent herein.
35. On 25th April 2025, the Applicants herein wrote to the Respondent seeking to have the said Amendments nullified for want of compliance with the procedural edicts under the Societies Act Chapter 108 Laws of Kenya and importantly, an indication with clarity as to which version of the PEFA Constitution is officially recognised by the Respondent herein.
36. On 4th June 2025, the Applicants herein wrote another letter to the Respondent herein seeking answers to their letters of 25th April 2025 and that of 27th November 2024 and 23rd June 2025 but the same elicited no response.
37. The said letter of the 23rd June 2025, the Applicants herein advanced the following requests: -
A. The Respondent declares that the amendment process of the PEFA Constitution did not comply with the legal and procedural requirements for constitutional amendments, as no proper notice was issued to convene an Annual General Meeting to ratify the amendments.
B. The purported 21-day notice dated January 25, 2024, is declared fraudulent.
C. The approval of the purported 2024 PEFA Constitution, along with any amendments made outside of due process, be nullified.
D. The Respondent issues a formal communication indicating the version of the PEFA Constitution that is officially recognised by the office of the Registrar of Societies, and provides the Applicants with a certified copy of the same.
E. If it is demonstrated that the leadership of PEFA Church used fraudulent and falsified documents in their filings for Constitutional amendment with the intent to deceive government officers, then the Respondent should consider taking appropriate legal and administrative action against those responsible.
38. It is their case that after it became clear that the 2018 Constitution was not filed and that the Respondent itself when prompted to provide a certified copy of the recognised PEFA Constitution for purposes of processing a loan facility, it only produced the 1973 Constitution as the current Constitution for PEFA, and when asked to give clarity between the 1973 and 2018 Constitution which one is in force, the Respondent tactfully avoided to give clarity on that fundamental issue.
39. On 26th August 2025, the Applicants herein petitioned the Hon. Attorney General via a letter dated 26th August 2025.
40. In the said Petition, the Applicants outlined the grounds of their complaints and proffered the following prayers:
A. The Hon. Attorney General do direct the Respondent herein to conclude the matter without any further delays and in full compliance with the law;
B. The Hon Attorney General do investigate the preferential treatment accorded to PEFA General Secretary by the Respondent herein;
C. The Hon. Attorney General do take appropriate legal action against the three PEFA officials for providing false information to public officers.
D. That measures be put in place to ensure that the office of the Respondent herein conducts its mandate in a fair, impartial and constitutionally compliant manner.
41. On 27th August 2025 the respondent wrote a letter to the Interested Parties herein and in which letter, the Respondent herein took the view that the amendment process did not comply with the procedural requirements and thus expunged the amendments approved on 16th February 2024 from its records with immediate effect.
42. The Respondent herein directed the PEFA Church to amend its Constitution in line with the edicts of the Societies Act and file the same within ninety (90) days from 27th August 2025.
43. They argue that the Interested Parties then issued a Notice of Special Annual General Assembly (SAGA) on 28th August 2025, scheduling the Special Annual General Assembly for 19th September 2025 at Nairobi Pentecostal Bible College – Nairobi County.
44. Attached to the Notice is a memorandum for all National Executive Council (NEC) Members outlining the purpose of the meeting: to resolve the procedural concerns raised during the amendment process of the 2018 Constitution.
45. Whereas the Respondent has since directed that the amendment process of the 2018 Constitution be carried out in compliance with the edicts of the Societies Act, Chapter 108 Laws of Kenya, it is without no doubt that the Pentecostal Evangelistic Fellowship of Africa Constitution and Bylaws 2018 were never filed for registration and that the Respondent itself cannot produce a certified copy of the document.
46. The 2018 Constitution, which the Interested Parties now seek to amend vigorously, does not exist in the records of the Respondent herein and has no legal force.
47. The Interested Parties herein now seek to amend a non-existent document not recognised by the Respondent, and neither is in the custody or records of the Respondent herein.
48. The implication of this is that the 1973 Constitution is the duly recognised Constitution of PEFA and is wielding the force of law.
49. The Interested Parties herein have been acting based on illegalities and that anything done under the auspices of the 2018 Constitution remains void for having been done under a set of laws that derive no force of law.
The exparte applicants’ submissions:
50. They submit thatThe Constitution of PEFA 2018 was never lodged for registration and thus does not exist.
51. The Pentecostal Evangelistic Fellowship of Africa (PEFA Church Kenya) is an Evangelical church, founded to preach the full Gospel of Jesus Christ, with believers who fellowship together and recognise themselves as the very body of Jesus Christ.
52. PEFA Church Kenya is, for all intents and purposes, registered as a society under the provisions of the Societies Act, Chapter 108, Laws of Kenya. Since its formation and registration, PEFA Church in Kenya has been governed by the PEFA Constitution of 1973, which establishes the PEFA Church's administrative structure.
53. In 2018, a resolution was passed to enact a new Constitution, now referred to as the PEFA Constitution and Bylaws 2018.
54. Relevant church officials (including the Ex parte Applicants herein) participated in the process leading up to the drafting of the said 2018 Constitution.
55. During the process, the Interested Parties herein were tasked with ensuring compliance with the procedural and substantive edicts set out in the Societies Act, Chapter 108, Laws of Kenya.
56. Section 20 of the Societies Act Chapter 108 provides that:
a. No registered society shall—
1. amend its name, or its constitution or rules; or
2. become a branch of, or affiliated to or connected with, any organization or group of a political nature established outside Kenya; or
3. dissolve itself,
b. except with the prior consent in writing of the Registrar, obtained upon written application to him signed by three of the officers of the society.
57. They submit that the above statutory provision requires that, in the event of amending the Constitution of a society registered under the regime of the Act, prior consent to amend must be obtained from the Respondent.
58. In other words, the Society must secure the respondent's approval before proceeding with the amendment process, and immediately after the amendment is carried out, the society must deliver the so amended constitution for registration by the Respondent herein.
59. According to Section 20(2) of the Act dictates that an Application for approval to amend a Societies Constitution must be accompanied by a copy of the minutes of the meeting at which the resolution to Amend the Constitution was passed, certified as a true copy by three of the officers of the society, and the said application shall be delivered to the Registrar within fourteen days after the day on which the resolution was passed.
60. The said 2018 Constitution that sought to amend and/or replace the 1973 PEFA Constitution was deliberated upon and put in place before the consent and approval of the Respondent herein was sought and obtained, contrary to section 20 of the Societies Act.
61. This fact is glaring in the Minutes of the 56th PEFA AGA held at the African Nazarine University, Rongai, Kajiado County, on April 17th to 19th, 2018, at AGA Min 007.
62. At AGA MIN 007 TO RECEIVE, CONSIDER AND, IF APPROVED, ADOPT THE PROPOSED PEFA CONSTITUTION AND BYLAWS 2018: was captured as follows: -
a. The proposed constitution was tabled by the chairman of the Review Committee Rev. Kennedy Muturi and after a long deliberation and Consideration of the proposed Amendments the Constitution was unanimously adopted and Ratified as proposed.
63. A letter dated 3rdSeptember 2018, seeking approval of the said 2018 Constitution from the Respondent, the letter read in part, “…..I am writing this letter to kindly request an approval letter. The organisation recently made a constitutional Amendment and change of officers.”
64. The said 2018 Constitution was deliberated upon, drafted, and adopted before obtaining the consent and approval of the Respondent herein.
65. The minutes demonstrate that the Church established a review committee, considered the 2018 Constitution, put it together, approved, and adopted it long before seeking the consent and approval of the Respondent herein.
66. They submit that this violates the provisions of Section 20 of the Societies Act, Chapter 108 of the Laws of Kenya.
67. Upon amending their constitution, any society registered under the Act is required to lodge the same with the Respondent herein for record keeping purposes such that any interested member of the church can move the offices of the Respondent herein (being a public office) with the view to peruse the file relevant to PEFA Church and obtain any relevant document including the Constitution.
68. However, in the instant case, even upon passing the PEFA Constitution, 2018, that purportedly replaced the PEFA 1973 Constitution, in a manner that contravenes section 20 of the Societies Act, the same was never lodged with the Respondent herein for registration as by law required.
69. The Interested Parties herein assured the Ex parte Applicants and the wider PEFA Church Community that the PEFA Constitution and Bylaws 2018 were properly lodged with the Registrar for registration in accordance with the law.
70. Relying genuinely on the Interested Parties’ assurance, the Ex Parte Applicants here and the wider PEFA Community assumed that, because the PEFA Constitution of 2018 was registered, the PEFA Constitution of 1973 was effectively repealed and no longer holds any legal authority.
71. In 2023, PEFA Churches in Nairobi sought a loan facility from NCBA Bank, and one of the documents the bank required was a copy of the current PEFA Church Constitution, which, in the minds of all concerned parties at the time, was the PEFA 2018 Constitution.
72. However, when a copy of the 2018 Constitution was submitted to the bank to facilitate the loan application, the bank observed that the Constitution provided by PEFA Churches was in fact different from the version held at the Registrar of Societies, the Respondent’s file.
73. When the bank carried out its due diligence, the Respondent presented the bank with the PEFA 1973 Constitution, which was the current constitution in the bank's possession.
74. This raised questions about whether the 2018 Constitution was properly registered as required by law and, if not, what its legal status was.
75. The Ex-Parte Applicants herein requested the Respondent to provide them with a copy of the current PEFA Constitution through a letter dated 5thFebruary 2024.
76. The Respondent, being the custodian of the records, supplied the Ex-Parte Applicants with the 1973 Constitution as the Current Constitution, six years after the said 2018 Constitution was approved and adopted, albeit in contravention of the statutory provisions outlined under Section 20 of the Societies Act and purportedly registered by the Ex-Parte Applicants.
77. The alleged PEFA Constitution and Bylaws 2018 were never lodged or registered with the Respondent as required under Section 20(2) of the Societies Act, Cap 108, Laws of Kenya.
78. Being the statutory custodian of all registered constitutions of societies, bears a legal duty to maintain accurate and verifiable records.
79. When the Applicants sought clarification on the Constitution in force, the Respondent, through an official communication dated 5thFebruary 2024, certified and produced the 1973 PEFA Constitution as the valid Constitution of the Church.That official confirmation is conclusive proof that the alleged 2018 document was never registered.
80. Suffice to state from the very onset that the said PEFA Constitution and Bylaws 2018 derive no force of law as the same was not lodged with the Respondent herein for registration as by law required.
81. If the 2018 Constitution was lawfully lodged as required by law, the Respondent herein, being the custodian of the records, could not have issued a certified copy of the 1973 Constitution as the current Constitution on two separate accounts six (6) years after the same was purportedly replaced by the 2018 Constitution.
82. A law that has not passed a procedural test cannot amend or repeal another law.Section 109 of the Evidence Act provides that: - The burden of proof as to any particular fact lies on the person who wishes the court to believe in its existence, unless it is provided by any law that the proof of that fact shall lie on any particular person.
83. Section 112 of the Evidence Chapter 80 Laws of Kenya provides that:- In civil proceedings, when any fact is especially within the knowledge of any party to those proceedings, the burden of proving or disproving that fact is upon him.
84. In the instant case, the Respondent herein maintains that the 2018 PEFA Constitution is legal and has authority.
85. The Respondent bears the burden of proving that the 2018 PEFA Constitution indeed complied with the provisions of the Societies Act Chapter 180 Laws of Kenya to be valid.
86. Furthermore, as the custodian of the records of the Societies registered under the Societies Act regime, the Respondent is the custodian of peculiar facts and records, including those contested in this instant case and thus bears the burden of proving whether the Interested Parties herein complied with the dictates of Section 20 of the Societies Act Chapter 108 Laws of Kenya or otherwise.
87. However, they have failed to place on record evidence showing that the interested parties herein complied with the provisions of section 20 of the Societies Act.
88. The Respondent herein maintains by furnishing the bank and the Ex Parte Applicants herein, the 1973 Constitution, as the current Constitution, is more than enough testimony from the Respondent that it does not recognise the 2018 Constitution and thus no amendments can be effected on a constitution not recognised by the Respondent herein.The proposed 2024 Amendments fall on their own weight.
89. The Respondent’s action only confirms that the alleged 2018 Constitution was never part of the Respondent’s lawful register.
90. The Ex parte Applicants submit that failure to lodge and register the PEFA 2018 Constitution deprives the same of any legal force or validity.
91. An unregistered constitution has no legal existence and therefore cannot serve as the basis for any administrative action, election, or amendment.
92. All acts and decisions purportedly undertaken under its authority are consequently null and void ab initio, and therefore, to permit the Interested Parties to proceed with the proposed 2024 Amendments to the 2018 Constitution will amount to an illegality perpetrated in the full glare of the eyes of the Respondent, who has been the aider and abettor of all these illegalities.
93. The applicant invites the court to make an adverse finding against the Respondent to the effect that the 2018 Constitution was not validly registered, and neither does it derive any force of law.
94. The Ex-Parte Applicant made all necessary efforts to exhaust available internal remedies without success.
95. The Ex-Parte Applicants demonstrated commendable restraint and good faith by exhausting every reasonable avenue to resolve the issues raised herein, both internally within the Church structures and externally with the Respondent, but their efforts were met with silence and inaction.
96. In church, the Interested parties herein who have since become dicators and desire to be so in perpetuity afforded the Ex-perteApplicants herein no listening ear.
97. The Ex-Parte Applicants herein were silenced at every meeting they attended and were afforded no audience.
98. The Ex-Parte Applicants herein made earnest efforts to engage the Respondent in good faith and with courtesy, but these attempts proved futile.
99. The Ex Parte Applicants sent several letters to the Respondent, yet all remained unanswered. paragraphs 12, 22, and 23 of the Verifying Affidavit sworn by Dr Peter Njoroge Ambuka on 8th September 2025 and paragraphs 14 and 15 of the Replying Affidavit of Dr Peter Njoroge Ambuka sworn on 23rdSeptember 2025, evidencing the numerous letters the Ex-Parte Applicants wrote to the Respondent herein but received no response.
100. They submit that all available and conceivable avenues of dispute resolution having been rendered unavailable, and frustrated as they were, the Ex Parte Applicants herein Petitioned the Office of the Honourable Attorney General, and as a knee-jerk reaction, the Respondent herein then issued the impugned directive requiring the Interested Parties herein to amend the 2018 Constitution within 90 days.
101. Reliance is placed on the case Geoffrey Muthinji & Another V Samuel Henry & 7 Others (2015) eKLR, where the court held that:
It is imperative that where a dispute resolution mechanism exists outside courts, the same be exhausted before the jurisdiction of the court is invoked, and that courts ought to be a forum of last resort.
102. Having exhausted all available and reasonable internal remedies and even petitioned the Honourable Attorney General wit
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