REPUBLIC OF KENYA
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI LAW COURTS
CONSTITUTIONAL AND HUMAN RIGHTS DIVISION
PETITION NO. E 580 OF 2025
BETWEEN
PETER CHEMWENO…………………………………………..1 ST PETITIONER
JANE MPARU MUKINDIA……………………………………2 ND PETITIONER
FAITH MAKENA……………………………………………….3 RD PETITIONER
(Suing as officials of Bunge Staff Club, registered members and in the public interest of its membership)
AND
THE REGISTRAR OF SOCIETIES …………………………1 ST RESPONDENT
JAVAN NANG’EYO LORIKO………………………………2 ND RESPONDENT
ELIJAH ICHWARA…………………………………………...3 RD RESPONDENT
GODFREY LUMANYI NAMUBATSI ………………………4 TH RESPONDENT
DANIEL MUNYAO……………………………………………5 TH RESPONDENT
AND
THE NATIONAL ASSEMBLY OF KENYA…………..INTERESTED PARTY
JUDGMENT
1. This Judgment determines the petition dated 5 th September, 2025. The background to the petition is that Bunge Staff Club (formerly the Bunge Staff Canteen established in 1987) (the Club), is a staff welfare association historically operating under the patronage of the Clerk of the National Assembly for the benefit of Parliamentary staff. The Club operates the Bunge Staff Canteen with funding from the Parliamentary Service Commission (PSC) through the National Assembly. It draws its membership from permanent staff of the National Assembly, Senate and Joint Services.
2. It is pleaded that up to and including June/July 2025, the petitioners were the duly registered officials of the Club and that by a letter dated 26 th June 2025, the Clerk of the National Assembly wrote to the Registrar of Societies (Registrar) requesting the temporary suspension of the directive to convene an Annual General Meeting of the Club to allow the PSC adequate time to deliberate on its future. In the said letter, the Clerk confirmed that PSC is the sole provider of funds and facilities for the Club and directed that the National Assembly would not attend or participate in any purported Club meetings pending PSC directions.
3. That on 28 th June 2025 the 2 nd -5 th respondents (all being staff of the Senate), purported to conduct elections of Club officials. On 30 th June 2025, the said Staff wrote directly to the Registrar purporting to notify changes of officials.
4. On 4 th July 2025, the Registrar endorsed and recognised the 2 nd to 5 th respondents as the Club officials. On learning about the endorsement, the petitioners lodged a formal objection dated 8 th July 2025 objecting to the endorsement and requesting reconsideration and a fair hearing. The Registrar failed to act upon or even acknowledge that objection.
5. Aggrieved, the petitioners have instituted the petition dated 5 th September 2025 seeking to challenge the Registrar’s endorsement of the 4 th July 2025 and the failure to act on their objection dated 8 th July 2025. The petition is supported by a witness statement and affidavit sworn on even date by Peter Chemweno as well as written submissions dated 15 th November 2025.
6. The petitioners’ case is that the purported elections of 28 th June 2025 were riddled with grave irregularities and illegalities. They claim that there were duplicated names on the register of attendance relied on by the 2 nd -5 th respondents; inclusion of non-members and temporary staff whose contracts had lapsed or were terminated; inclusion of individuals outside the country at the material time; absence of a verifiable attendance register; among others.
7. The petitioners assert that the three persons purportedly elected promptly resigned in writing shortly after the election, namely, Joseph Kamau Karugo (Treasurer), Moses Mutisya Musembi (Trustee) and Peter Mwaura (Trustee), thereby collapsing the compositions of the alleged leadership and rendering the remainders incapable of constituting a lawful office.
8. The petitioners further assert that the governance of the Club under their watch complied with due process. For example, that AGM notices were issued on 3 rd April 2024, 11 th April 2024 and 6 th May 2024 to members, and an AGM was held on 20 th April 2024 at 10:00 am in the National Assembly Chambers and that subsequent thereto, the minutes of that AGM and the subsequent forwarding letter and constitutional amendment documents were transmitted to the Registrar.
9. It is the petitioners’ contention that by entertaining a notification from persons who were not the recorded officials of the Club and by issuing recognition without notice or hearing the petitioners, the Registrar acted ultra vires , unreasonably, irrationally, in breach of Section 18 of the Societies Act, Article 47 of the Constitution and the Fair Administrative Action Act (FAAA).
10. The petitioners aver that the Registrar failed to consider relevant material facts that were either already before the office or brought to its attention, including; the Clerk’s letter of 26 th June 2025 suspending the AGM; the resignation letters of three purported officials; the objective defects in the attendance lists and process and the existence of properly convened general meetings under their stewardship and the ongoing PSCs operations of the Club.
11. The petitioners state that armed with the Registrar’s impugned endorsement, the 2 nd -5 th respondents attempted to alter bank signatory mandates at the Co-operative Bank of Kenya over approximately Kshs. 23,00,000 welfare funds sourced from PSC for the benefit of parliamentary staff seeking to remove the recorded officials and install themselves as signatories, but that the bank declined to grant them access, pending clarity and resolution of the dispute.
12. The petitioners opine that entrusting the 2 nd respondent and his cohort the control over the bank account would expose the Club and its members to irreparable financial prejudice. That the Club operates a canteen serving over 1,000 staff of Parliament under an ongoing sponsorship arrangement, employing numerous staff and suppliers whose livelihood depend on the disputed accounts. That if the employer/ sponsor (PSC) withdraws support due to the dispute, the entire operation will be paralyzed resulting in losses, disruption of services and grave prejudice to staff welfare and the wider public.
13. The petitioners assert that as recorded officials, they had legitimate expectation that any notice of change would emanate from them; that the Registrar would verify compliance with the Club’s Constitution and the Societies Act and that they would be heard before the endorsement.
14. The petitioners state that the 2 nd to 5 th respondents have continued to interfere with the Club’s operations and that on 3 rd September 2025, the 2 nd respondent had to write to Safaricom Limited concerning the Club’s Mpesa Agency and Lipa na Mpesa Till Number, presenting himself and his colleagues as lawful officials, which demonstrates continued disruption of the Clubs affairs by the respondents.
15. The petitioners posit that the Registrar’s endorsement and the failure to consider their objection has violated the provisions of Articles 2(4), 3(1), 10, 27, 36, 47, 50(10, 73 (1) and 232 of the Constitution. Further, that the Registrar’s decision is subject to this court’s supervisory jurisdiction under Articles 23 and 165 of the Constitution hence, the doctrine of exhaustion does not apply.
16. The petitioners further assert that the Registrar registered the 2 nd to 5 th respondents as officials of the society on 4 th July 2025 and that the petitioner lodged their objection on 8 th July 2025. That under section18 of the Societies Act, the Registrar had 30days to address their complaint, which period lapsed without action. The petitioners claim that thereafter, under the Fair Administrative Action Act, they had six weeks to move the Court for relief, expiring on 22 nd September 2025 hence, in their view, the petition was filed within time and is properly before court.
17. The petitioners assert that pursuant to Article 23 (3) (e) of the Constitution, they are entitled to appropriate relief. They seek compensation of Kshs. 50,000,000/= and pray for the following reliefs: -
a. A declaration that the 1 st respondent’s decision of 4 th July 2025 is unconstitutional, ultra vires, null and void.
b. An order of Certiorari quashing the said decision of the 1 st respondent on 4 th July 2025.
c. An order of Prohibition restraining the 1 st respondent from acting upon or giving effect to the flawed election and notification of elected officials.
d. An order of Mandamus compelling the respondent to maintain recognition of the petitioners as lawful officials of the Club pending lawful process.
e. A declaration that the petitioners had legitimate expectation that any notice of change of officials of the Bunge Staff Club would emanate from them as the duly recorded officials, and that the 1 st respondent’s failure to accord them a fair hearing before purporting to recognize the 2 nd to 5 th respondents as officials violated articles 10 and 47 of the Constitution of Kenya, 2010.
f. A declaration that the actions of the 1 st respondent in recognizing a slate of officials drawn solely from the Senate arm, to the exclusion of the National Assembly and Joint Service members, amounted to bias, discrimination and a violation of article 27 oof the Constitution of Kenya, 2010.
g. A declaration that the 1 st respondent acted with bias and in derelictions of duty in violation of articles 27, 47, 73 and 232 of the Constitution, sections 4 and 4 of the FAAA, Section 18 of the Societies Act and articles 6, 9, 11, 13 and 14 of the Club Constitution.
h. An award of general damages of Kshs. 50,000,000/= Pursuant to article 23(3) (e) of the Constitution.
i. Costs of this petition and
j. Any such further or consequential orders as this Honourable Court ay deem fit and just.
The 1 st respondent’s Response
18. The 1 st respondent did not file formal response to the petition.
The 2 nd -5 th respondents’ case
19. The 2 nd to 5 th respondents opposed the petition through a replying affidavit sworn by Javan Nang’eyo Loriko on 30 th September 2025 and written submissions dated 9 th December 2025. They confirm that the Club operated as Bunge Staff Canteen before its formation and registration as a Society in 2020 and that upon registration, the petitioners were elected and registered as the first committee members.
20. The four respondents also confirm that, the Club’s membership is drawn from serving and retired employees of the National Assembly, the Senate and the Joint Services; and that the petitioners were made official signatories to the Club’s bank account held at Co-operative Bank of Kenya and the Club’s Constitution and the Societies Act mandate the holding of Annual General Meetings for the proper governance of the Society. According to the 4 respondents, the petitioners failed, refused, and/or neglected to convene the required Annual General Meetings for the Society since its inception, despite several requests by members.
21. The 2 nd and 5 th respondents state that in a belated attempt to remedy the situation, the petitioners purported to hold an AGM on 20 th April 2024 which meeting was allegedly sabotaged by the 1 st petitioner who absented himself from the meeting and caused the deferral of the agenda of the election of new officials to a later date and as such, no substantive resolution was debated or passed.
22. It is contended that due to the persistent failure to convene AGMs and following complaints from the Club’s membership, the Registrar, through a letter dated 10 th December 2024, issued a directive to the 2 nd petitioner requiring her to convene an AGM on or before 30 th April 2025, which meeting the 2 nd petitioner failed to convene as per the Registrar’s directive prompting an email follow up on 13 th May 2025.
23. The 2 nd to 5 th respondents state that the said email allowed any bona fide member of the Club to requisition for an AGM upon giving proper notice to the Registrar and members if the non- compliance persisted but that the 2 nd petitioner did not call for the AGM and therefore the 2 nd respondent on 4 th June 2025, issued a 21-day Notice for a Special General Meeting (SGM) of the Club to the 2 nd petitioner and other officials, the Club members and the Registrar, which notice outlined the agenda for the SGM and was supported by 276 members of the Club meeting the requirements of article 8(c) (vii) of the Club’s Constitution.
24. It is asserted that on 21 st June 2025, the 2 nd respondent issued a Notice to all members of the Club stipulating the rules for the nomination and election of candidates for the various posts in the Club’s Management Committee after which a virtual SGM was convened on 28 th June 2025, and attended by 614 members of the Club and the election of the Management Committee was conducted, with the members electing the 2 nd to 5 th respondents as some of the officials of the Club.
25. Subsequently, that vide a letter dated 30 th June 2025, the 2 nd respondent formally notified the Registrar of the changed in the Club’s officials, attaching all relevant documents, including the SGM minutes and the particulars of the new officials. They also duly filed the required Statutory return officially notifying the Registrar of the changes in the Officers and Trustees of the Club.
26. It is deposed that on 4 th July 2025, the Registrar confirmed through a letter of recognition of the Clubs new officials and in the same communication, formally directed the Cooperative Bank of Kenya of the changes in officials for the bank to effect the changes of the signatories to the Club’s Bank account. Vide letters dated 30 th June 2025 and 4 th July 2025, the 4 th respondent introduced the Club’s new officials to the Registrar and requested it to effect the changes to the signatories to the Club’s Bank account held with it.
27. The 2 nd to 5 th respondents state that by a letter dated 8 th July 2025 to the Registrar the petitioners claimed that they were still officials and members of the Management Committee of the Club, contending that the recognition of the 2 nd to 5 th respondents by the Registrar was erroneous and void. Further, that through an email correspondence dated 22 nd July 2025, the bank declined to recognise the newly elected officials as the Club’s new officials and refused to effect changes to the Club’ Bank account signatories.
28. The 2 nd to 5 th respondents assert that the petition lacks a clear demonstration of how any of the petitioners' rights, have been violated, since the grievances raised mainly relate to internal governance and leadership matters of the Club which cannot be converted into Constitutional violations by mere assertion. They further assert that the petition is premature and unmerited as there is no administrative decision by the Registrar capable of being reviewed.
29. According to the 2 nd to 5 th respondents, the Registrar’s letter dated 4 th July 2025 does not amount to an Administrative Action or a decision as defined under section 2 of the FAAA and is therefore not subject to review by this Court. They contend that the Registrar’s powers under section 18 of the Societies Act are exercisable suo moto if it is of the opinion that there is a leadership dispute in a Society and a communication such as the petitioners’ letter of 8 th July 2025 neither sufficed nor obliged the Registrar to infer leadership dispute.
30. The 2 nd to 5 th respondents assert that in any event, the petitioners have not exhausted the statutory remedies available under the Societies Act, contrary to the dictates of section 9(2) of the FAAA, and that the petition is time barred and incompetent. That the Registrar’s letter calling for election of the office bearers was issued on 10 th December 2025 and the petitioners were required to contest it by way of Judicial Review within strict timelines per section 9(3) of the FAAA.
31. The 2 nd to 5 th respondents urge that the application does not meet the threshold for conservatory orders as set out in Munya v Kithinji & 2 others [2014] KESC 30 (KLR), to wit, that no prima facie or arguable case is established, no irreparable damage has been demonstrated as the Bank account has been maintained in the status quo and no funds have been withdrawn or misappropriated and the Kshs. 50,000,000 claim is hence is baseless. In addition, they assert that the balance of convenience tits in favour of allowing the respondents execute their mandate and conservatory orders bear a more public law connotation.
32. The 2 nd to 5 th respondents aver that the petition is an abuse of Court process because the petitioners absconded their duty of convening the Club’s AGMs for over 4 years, from its registration in 2020, contrary to its Constitution and Section 29 of the Societies Act, thereby exposing it to fines, sanctions and possible deregistration. That further as a result, the petitioners lawfully ceased to hold the positions of officials of the Club at the conclusion of the first year after its registration as a society that is on 29 th May 2021.
33. The 2 nd to 5 th respondents reiterate that the petitioners and their proxies within and without the Club sabotaged attempts to hold elections for the Club’s officials, with the latest attempt being the postponement of that agenda at the AGM held on 20 th April 2024. On the flip side, that the 2 nd respondent followed due process in the convening of the SGM with the support of 276 members of the Club per the Registrar’s directives and the Club’s Constitution and Rules. Their election as the Club’s officials by over 600 members of the Club who attended the SGM disproves all notions by the petitioners that there was no due notice of the convening of the SGM.
34. Further, that the purported duplications in the members’ register were instances where members were disconnected from the virtual platform then rejoined the meeting which had no material effect on the quorum of the meeting. The 2 nd to 5 th respondents contend that the etitioners’ letter to the Registrar dated 8 th July 2025, feigning ignorance of the SGM and the respondents’’ election was submitted after the Registrar recognised the Club’s new officials and is supported by documents which prove the petitioners’ knowledge and blatant disregard of the Registrar’s directive from 10 th December 2024.
35. The 2 nd to 5 th respondents assert that the PSC and the Clerk of the National Assembly have no role in the governance, leadership, or control of the Club, and their role has at all times been limited to providing facilities and funding support for the Club’s activities in furtherance of staff welfare per the Club’s Constitution. As such, the Clerk’s letter of 26 th June 2025, to the Registrar, could not override statutory processes for societies, nor upend the Registrar’s directives, and members were therefore entitled to act on them. Consequently, that the Committee was elected as per Article 4 of the Club’s Constitution.
36. The 2 nd to 5 th respondents urge that in addition to members currently serving in the three arms of Parliament, the members can also elect as their representatives retired members, like the 2 nd petitioner, who, while not belonging to any of the three arms, remain full members of the Club and are not precluded from being elected as officials of the Club, under the Club’s Constitution.
37. The 2 nd to 5 th respondents further maintain that the petitioners’ allegation that resignations of some of the newly elected officials collapsed the leadership is false. Articles 4 (e) and 6 (c) of the Club’s Constitution provide procedures for filling any vacancies that may arise through interim appointments or by convening a SGM. In addition, out of five elective positions, only the Treasurer resigned, while the other two were Trustees, which did not affect the continuity of elected leadership. The core leadership of Chairperson, Vice Chairperson and Secretary remained intact and continued discharging their mandate per the Club’s Constitution;
38. The 2 nd to 5 th respondents urge that the grounds and reasons adduced by the petitioners do not suffice to review or upend the Registrar’s decision of recognising them as the rightful officials of the Club. This is because, the Registrar’s actions were authorised by the Societies Act, and upon compliance with all the directions of the Registrar, the Club’s Constitution, and the dictates of the Societies Act, they were rightfully recognised as the Club’s officials.
39. They maintain that the Registrar considered all relevant considerations before making the decision of recognising them as the rightful officials of the Club, i.e., the long period of over 4 years of no elections and annual returns contrary to the Club’s constitution and Statutory provisions; the Registrar’s decision was reasonable in the circumstances and upheld the dictates of article 36 of the Constitution of Kenya.
40. Further, that the Registrar had issued relevant notices duly informing the petitioners of their infractions and the measures which they were required to undertake to remedy the same in line with Sections 4 and 5 of the FAAA, which the petitioners ignored. Therefore, that the decision was proportional in the circumstances as the actions of the petitioners were contrary to the express provisions of Sections 29 and 30 of the Societies Act and were offences that had exposed the Club to fines, sanctions, and possible deregistration.
41. The 2 nd to 5 th respondents posit that they duly informed the petitioners and the membership of the Club of the convening of the SGM which was attended by over 600 members of the Club; the petitioners never sought reasons for the Registrar’s decision contrary to Section 6 of the FAAA, ostensibly feigning ignorance of the convening of the SGM and their subsequent recognition and the petitioners’ allegation that resignations of some of the newly elected officials collapsed the leadership is false in light of articles 4 (e) and 6 (c) of the Club’s Constitution. Accordingly, the resignation of some newly elected officials could not invalidate the elections of 28 th June 2025, nor the Registrar’s recognition of the duly elected officials on 4 th July 2025.
42. They further urge that the petitioners have not satisfied the test for legitimate expectation by showing that the Registrar had made any representations to them over their continued recognition as the Club’s officials, or that they would be the ones to communicate the leadership changes. They urge for the dismissal of the petition with costs.
The Petitioner’s submissions.
43. The petitioners’ submissions are dated 15 th November, 2025. They contend that the Registrar’s endorsement of the 2 nd -5 th respondents as officials through the letter dated 4 th July 2025 and his failure to determine their complaint constituted an administrative action within the meaning of article 47 of the Constitution and section 2 of the Fair Administrative Action Act. They argue that it altered their legal status as recorded officials, vested executive authority in rival parties, triggered attempts to alter bank mandates and welfare funds and caused paralysis and confusion in the governance of a welfare institution serving over a1,000 public employees. Reliance is placed on the decisions in Judicial Service Commission v Mbalu Mutava [2015] eKLR and Dry Associate Ltd v Capital Markets Authority & Another [2012] eKLR.
44. The petitioners contend that the Registrar’s failure to act on their complaint constituted a violation of section 18 (1) of the Societies Act since they lodged their complaint on 8 th July 2025 and the 30-day period lapsed without any action or reasons provided. This inaction by the Registrar, they submit is a clear statutory breach that warrants this court’s intervention under articles 22, 23, 47 and 258 of the Constitution.
45. The petitioners maintain that the Registrar’s endorsement of the 2 nd -5 th respondents as officials was illegal, irrational, procedurally unfair and ultra vires his statutory and constitutional mandate. The decision was illegal because it validated an elections process that was itself patently unlawful for among other reasons it relied on a defective and unverified voter roll and allowed participation by non-members and temporary Staff. They rely on Republic v Tigania East District Land Adjudication and Settlement Officer & another; Shadrack Muthee M’ Imanja (Interested Party) Exparte Applicant Domenica Kalotia Kalalu (2020] KEELC 2387 (KLR).
46. The petitioners submit that the Registrar’s endorsement was irrational in the public law sense. No reasonable administrator, properly directing himself on the law and facts, could have endorsed a leadership, derived exclusively from one arm of Parliament (the Senate) in defiance of clear representational requirements; whose composition immediately collapsed due to multiple resignations and whose legitimacy was contested on the basis of unverified and defective election materials. They rely on the decision in Republic v Public Procurement Administrative Review Board & Another Exparte Meru University of Service and Technology [2017] eKLR at paragraphs 30-33.
47. Regarding procedural fairness, the petitioners submit that the Registrar’s failure to afford them any hearing, either before endorsing the 2 nd -5 th respondents or after receiving their complaint, violated the principles of natural justice under articles 47 and sections 4-7 of the Fair Administrative Action Act. They further urge that by endorsing officials drawn exclusively form Senate, the Registrar acted ultra vires the Club Constitution, which requires inclusive representation from the National Assembly, the Senate and Joint Services.
48. The petitioners reiterate that the Registrar’s actions and omissions violated articles 10, 27, 36, 40, 47, 50(1), 73 and 232 of the Constitution. They rely on Judicial Service Commission v Mbalu Mutava & another [2015] eKLR and reiterate that the Registrar’s decision and inaction violated their rights to expeditious, efficient, lawful, reasonable and procedurally fair administrative action.
49. The Petitioners submit that they were effectively condemned unheard when the Registrar endorsed rival officials without notifying or hearing them, and again when he failed to afford them a hearing on their complaint. This offended the fair hearing guarantee in Article 50(1) of the Constitution. They submit that by endorsing a slate drawn solely from the Senate, contrary to the Club Constitution, and by disregarding the Petitioners recorded status and objections, the Registrar unlawfully interfered with the internal autonomy of the Club contrary to the dictates of article 36 of the Constitution.
50. The Petitionersfurther submit that the Registrar’s endorsement entrenched a discriminatory leadership structure by excluding representation from the National Assembly and Joint Services. This conflicted with article 27, which outlaws’ discrimination, and with the Club’s constitutional framework requiring inclusive representation.
51. They additionally submit that the Registrar’s decision exposed substantial Club Property, bank accounts, M-Pesa tills and welfare funds to arbitrary control by persons whose legitimacy was unknown and contested in violation of article 40 of the Constitution. They further submit that the Registrar is a public officer bound by articles 10, 73 and 232 of the Constitution. The Registrar’s conduct fell short of the duty imposed by the said provisions.
52. The petitioners affirm that they have met the threshold for a Constitutional petition and meet the requirements for reliefs under articles 22, 23 and 258 of the Constitution. Further that the Anarita Karimi standard is not a rigid formula as clarified in the Mumo Matemu case. In their petition, they have identified the impugned decisions; pleaded specific constitutional provisions violated and set out the factual chain linking the Registrar’s conduct to the violations complained of. They urge that orders sought in the petition be granted as prayed.
The 2 nd to 5 th respondent’s submissions
53. According to 2 nd to 5 th respondents, the issue for this determination is whether the 1 st respondent’s sanction of the petitioners’ infractions and their recognition as the Club officials complied with the Societies Act, the Clubs Rules and Constitution and did not infringe on the Constitution, the Fair Administrative Action Act. Relying on the decision in Suchan Investment Ltd v Ministry of National Heritage & Culture & 3 others [2016] KECA 729 (KLR ) they substantively reiterate the content of their replying affidavit and maintain the petition is an abuse of the Court process and the Registrar’s decision-making process considered all relevant factors as pleaded.
54. The 2 nd to 5 th respondents reiterate that the petition as filed lacks a clear demonstration of how any of the petitioners’ rights have been violated contrary to the Protection of Rights and Fundamental Freedoms Practice and Procedure Rules 2013. The grievances raised primarily relate to internal governance and leadership matters of the Club, which cannot be construed as Constitutional violations by mere assertion. Reliance is placed on the decisions in Anarita Karimi Njeru v Republic [1979] KECA 12 (KLR) and Republic v Chesang (Ms) Resident Magistrate & 2 others ex parte Paul Karanja Kamunge t/a Davisco Agencies & 2 others [2017] eKLR.
55. The 2 nd to 5 th respondents submit that the petitioners claim on an infringement on their right to a fair hearing is not proved. On the contrary, that the Registrar communicated to the petitioners on the need for elections of the Club Officials and the requirements for the same is clearly se
[...truncated]
IN THE HIGH COURT OF KENYA AT NAIROBI
MILIMANI LAW COURTS
CONSTITUTIONAL AND HUMAN RIGHTS DIVISION
PETITION NO. E 580 OF 2025
BETWEEN
PETER CHEMWENO…………………………………………..1 ST PETITIONER
JANE MPARU MUKINDIA……………………………………2 ND PETITIONER
FAITH MAKENA……………………………………………….3 RD PETITIONER
(Suing as officials of Bunge Staff Club, registered members and in the public interest of its membership)
AND
THE REGISTRAR OF SOCIETIES …………………………1 ST RESPONDENT
JAVAN NANG’EYO LORIKO………………………………2 ND RESPONDENT
ELIJAH ICHWARA…………………………………………...3 RD RESPONDENT
GODFREY LUMANYI NAMUBATSI ………………………4 TH RESPONDENT
DANIEL MUNYAO……………………………………………5 TH RESPONDENT
AND
THE NATIONAL ASSEMBLY OF KENYA…………..INTERESTED PARTY
JUDGMENT
1. This Judgment determines the petition dated 5 th September, 2025. The background to the petition is that Bunge Staff Club (formerly the Bunge Staff Canteen established in 1987) (the Club), is a staff welfare association historically operating under the patronage of the Clerk of the National Assembly for the benefit of Parliamentary staff. The Club operates the Bunge Staff Canteen with funding from the Parliamentary Service Commission (PSC) through the National Assembly. It draws its membership from permanent staff of the National Assembly, Senate and Joint Services.
2. It is pleaded that up to and including June/July 2025, the petitioners were the duly registered officials of the Club and that by a letter dated 26 th June 2025, the Clerk of the National Assembly wrote to the Registrar of Societies (Registrar) requesting the temporary suspension of the directive to convene an Annual General Meeting of the Club to allow the PSC adequate time to deliberate on its future. In the said letter, the Clerk confirmed that PSC is the sole provider of funds and facilities for the Club and directed that the National Assembly would not attend or participate in any purported Club meetings pending PSC directions.
3. That on 28 th June 2025 the 2 nd -5 th respondents (all being staff of the Senate), purported to conduct elections of Club officials. On 30 th June 2025, the said Staff wrote directly to the Registrar purporting to notify changes of officials.
4. On 4 th July 2025, the Registrar endorsed and recognised the 2 nd to 5 th respondents as the Club officials. On learning about the endorsement, the petitioners lodged a formal objection dated 8 th July 2025 objecting to the endorsement and requesting reconsideration and a fair hearing. The Registrar failed to act upon or even acknowledge that objection.
5. Aggrieved, the petitioners have instituted the petition dated 5 th September 2025 seeking to challenge the Registrar’s endorsement of the 4 th July 2025 and the failure to act on their objection dated 8 th July 2025. The petition is supported by a witness statement and affidavit sworn on even date by Peter Chemweno as well as written submissions dated 15 th November 2025.
6. The petitioners’ case is that the purported elections of 28 th June 2025 were riddled with grave irregularities and illegalities. They claim that there were duplicated names on the register of attendance relied on by the 2 nd -5 th respondents; inclusion of non-members and temporary staff whose contracts had lapsed or were terminated; inclusion of individuals outside the country at the material time; absence of a verifiable attendance register; among others.
7. The petitioners assert that the three persons purportedly elected promptly resigned in writing shortly after the election, namely, Joseph Kamau Karugo (Treasurer), Moses Mutisya Musembi (Trustee) and Peter Mwaura (Trustee), thereby collapsing the compositions of the alleged leadership and rendering the remainders incapable of constituting a lawful office.
8. The petitioners further assert that the governance of the Club under their watch complied with due process. For example, that AGM notices were issued on 3 rd April 2024, 11 th April 2024 and 6 th May 2024 to members, and an AGM was held on 20 th April 2024 at 10:00 am in the National Assembly Chambers and that subsequent thereto, the minutes of that AGM and the subsequent forwarding letter and constitutional amendment documents were transmitted to the Registrar.
9. It is the petitioners’ contention that by entertaining a notification from persons who were not the recorded officials of the Club and by issuing recognition without notice or hearing the petitioners, the Registrar acted ultra vires , unreasonably, irrationally, in breach of Section 18 of the Societies Act, Article 47 of the Constitution and the Fair Administrative Action Act (FAAA).
10. The petitioners aver that the Registrar failed to consider relevant material facts that were either already before the office or brought to its attention, including; the Clerk’s letter of 26 th June 2025 suspending the AGM; the resignation letters of three purported officials; the objective defects in the attendance lists and process and the existence of properly convened general meetings under their stewardship and the ongoing PSCs operations of the Club.
11. The petitioners state that armed with the Registrar’s impugned endorsement, the 2 nd -5 th respondents attempted to alter bank signatory mandates at the Co-operative Bank of Kenya over approximately Kshs. 23,00,000 welfare funds sourced from PSC for the benefit of parliamentary staff seeking to remove the recorded officials and install themselves as signatories, but that the bank declined to grant them access, pending clarity and resolution of the dispute.
12. The petitioners opine that entrusting the 2 nd respondent and his cohort the control over the bank account would expose the Club and its members to irreparable financial prejudice. That the Club operates a canteen serving over 1,000 staff of Parliament under an ongoing sponsorship arrangement, employing numerous staff and suppliers whose livelihood depend on the disputed accounts. That if the employer/ sponsor (PSC) withdraws support due to the dispute, the entire operation will be paralyzed resulting in losses, disruption of services and grave prejudice to staff welfare and the wider public.
13. The petitioners assert that as recorded officials, they had legitimate expectation that any notice of change would emanate from them; that the Registrar would verify compliance with the Club’s Constitution and the Societies Act and that they would be heard before the endorsement.
14. The petitioners state that the 2 nd to 5 th respondents have continued to interfere with the Club’s operations and that on 3 rd September 2025, the 2 nd respondent had to write to Safaricom Limited concerning the Club’s Mpesa Agency and Lipa na Mpesa Till Number, presenting himself and his colleagues as lawful officials, which demonstrates continued disruption of the Clubs affairs by the respondents.
15. The petitioners posit that the Registrar’s endorsement and the failure to consider their objection has violated the provisions of Articles 2(4), 3(1), 10, 27, 36, 47, 50(10, 73 (1) and 232 of the Constitution. Further, that the Registrar’s decision is subject to this court’s supervisory jurisdiction under Articles 23 and 165 of the Constitution hence, the doctrine of exhaustion does not apply.
16. The petitioners further assert that the Registrar registered the 2 nd to 5 th respondents as officials of the society on 4 th July 2025 and that the petitioner lodged their objection on 8 th July 2025. That under section18 of the Societies Act, the Registrar had 30days to address their complaint, which period lapsed without action. The petitioners claim that thereafter, under the Fair Administrative Action Act, they had six weeks to move the Court for relief, expiring on 22 nd September 2025 hence, in their view, the petition was filed within time and is properly before court.
17. The petitioners assert that pursuant to Article 23 (3) (e) of the Constitution, they are entitled to appropriate relief. They seek compensation of Kshs. 50,000,000/= and pray for the following reliefs: -
a. A declaration that the 1 st respondent’s decision of 4 th July 2025 is unconstitutional, ultra vires, null and void.
b. An order of Certiorari quashing the said decision of the 1 st respondent on 4 th July 2025.
c. An order of Prohibition restraining the 1 st respondent from acting upon or giving effect to the flawed election and notification of elected officials.
d. An order of Mandamus compelling the respondent to maintain recognition of the petitioners as lawful officials of the Club pending lawful process.
e. A declaration that the petitioners had legitimate expectation that any notice of change of officials of the Bunge Staff Club would emanate from them as the duly recorded officials, and that the 1 st respondent’s failure to accord them a fair hearing before purporting to recognize the 2 nd to 5 th respondents as officials violated articles 10 and 47 of the Constitution of Kenya, 2010.
f. A declaration that the actions of the 1 st respondent in recognizing a slate of officials drawn solely from the Senate arm, to the exclusion of the National Assembly and Joint Service members, amounted to bias, discrimination and a violation of article 27 oof the Constitution of Kenya, 2010.
g. A declaration that the 1 st respondent acted with bias and in derelictions of duty in violation of articles 27, 47, 73 and 232 of the Constitution, sections 4 and 4 of the FAAA, Section 18 of the Societies Act and articles 6, 9, 11, 13 and 14 of the Club Constitution.
h. An award of general damages of Kshs. 50,000,000/= Pursuant to article 23(3) (e) of the Constitution.
i. Costs of this petition and
j. Any such further or consequential orders as this Honourable Court ay deem fit and just.
The 1 st respondent’s Response
18. The 1 st respondent did not file formal response to the petition.
The 2 nd -5 th respondents’ case
19. The 2 nd to 5 th respondents opposed the petition through a replying affidavit sworn by Javan Nang’eyo Loriko on 30 th September 2025 and written submissions dated 9 th December 2025. They confirm that the Club operated as Bunge Staff Canteen before its formation and registration as a Society in 2020 and that upon registration, the petitioners were elected and registered as the first committee members.
20. The four respondents also confirm that, the Club’s membership is drawn from serving and retired employees of the National Assembly, the Senate and the Joint Services; and that the petitioners were made official signatories to the Club’s bank account held at Co-operative Bank of Kenya and the Club’s Constitution and the Societies Act mandate the holding of Annual General Meetings for the proper governance of the Society. According to the 4 respondents, the petitioners failed, refused, and/or neglected to convene the required Annual General Meetings for the Society since its inception, despite several requests by members.
21. The 2 nd and 5 th respondents state that in a belated attempt to remedy the situation, the petitioners purported to hold an AGM on 20 th April 2024 which meeting was allegedly sabotaged by the 1 st petitioner who absented himself from the meeting and caused the deferral of the agenda of the election of new officials to a later date and as such, no substantive resolution was debated or passed.
22. It is contended that due to the persistent failure to convene AGMs and following complaints from the Club’s membership, the Registrar, through a letter dated 10 th December 2024, issued a directive to the 2 nd petitioner requiring her to convene an AGM on or before 30 th April 2025, which meeting the 2 nd petitioner failed to convene as per the Registrar’s directive prompting an email follow up on 13 th May 2025.
23. The 2 nd to 5 th respondents state that the said email allowed any bona fide member of the Club to requisition for an AGM upon giving proper notice to the Registrar and members if the non- compliance persisted but that the 2 nd petitioner did not call for the AGM and therefore the 2 nd respondent on 4 th June 2025, issued a 21-day Notice for a Special General Meeting (SGM) of the Club to the 2 nd petitioner and other officials, the Club members and the Registrar, which notice outlined the agenda for the SGM and was supported by 276 members of the Club meeting the requirements of article 8(c) (vii) of the Club’s Constitution.
24. It is asserted that on 21 st June 2025, the 2 nd respondent issued a Notice to all members of the Club stipulating the rules for the nomination and election of candidates for the various posts in the Club’s Management Committee after which a virtual SGM was convened on 28 th June 2025, and attended by 614 members of the Club and the election of the Management Committee was conducted, with the members electing the 2 nd to 5 th respondents as some of the officials of the Club.
25. Subsequently, that vide a letter dated 30 th June 2025, the 2 nd respondent formally notified the Registrar of the changed in the Club’s officials, attaching all relevant documents, including the SGM minutes and the particulars of the new officials. They also duly filed the required Statutory return officially notifying the Registrar of the changes in the Officers and Trustees of the Club.
26. It is deposed that on 4 th July 2025, the Registrar confirmed through a letter of recognition of the Clubs new officials and in the same communication, formally directed the Cooperative Bank of Kenya of the changes in officials for the bank to effect the changes of the signatories to the Club’s Bank account. Vide letters dated 30 th June 2025 and 4 th July 2025, the 4 th respondent introduced the Club’s new officials to the Registrar and requested it to effect the changes to the signatories to the Club’s Bank account held with it.
27. The 2 nd to 5 th respondents state that by a letter dated 8 th July 2025 to the Registrar the petitioners claimed that they were still officials and members of the Management Committee of the Club, contending that the recognition of the 2 nd to 5 th respondents by the Registrar was erroneous and void. Further, that through an email correspondence dated 22 nd July 2025, the bank declined to recognise the newly elected officials as the Club’s new officials and refused to effect changes to the Club’ Bank account signatories.
28. The 2 nd to 5 th respondents assert that the petition lacks a clear demonstration of how any of the petitioners' rights, have been violated, since the grievances raised mainly relate to internal governance and leadership matters of the Club which cannot be converted into Constitutional violations by mere assertion. They further assert that the petition is premature and unmerited as there is no administrative decision by the Registrar capable of being reviewed.
29. According to the 2 nd to 5 th respondents, the Registrar’s letter dated 4 th July 2025 does not amount to an Administrative Action or a decision as defined under section 2 of the FAAA and is therefore not subject to review by this Court. They contend that the Registrar’s powers under section 18 of the Societies Act are exercisable suo moto if it is of the opinion that there is a leadership dispute in a Society and a communication such as the petitioners’ letter of 8 th July 2025 neither sufficed nor obliged the Registrar to infer leadership dispute.
30. The 2 nd to 5 th respondents assert that in any event, the petitioners have not exhausted the statutory remedies available under the Societies Act, contrary to the dictates of section 9(2) of the FAAA, and that the petition is time barred and incompetent. That the Registrar’s letter calling for election of the office bearers was issued on 10 th December 2025 and the petitioners were required to contest it by way of Judicial Review within strict timelines per section 9(3) of the FAAA.
31. The 2 nd to 5 th respondents urge that the application does not meet the threshold for conservatory orders as set out in Munya v Kithinji & 2 others [2014] KESC 30 (KLR), to wit, that no prima facie or arguable case is established, no irreparable damage has been demonstrated as the Bank account has been maintained in the status quo and no funds have been withdrawn or misappropriated and the Kshs. 50,000,000 claim is hence is baseless. In addition, they assert that the balance of convenience tits in favour of allowing the respondents execute their mandate and conservatory orders bear a more public law connotation.
32. The 2 nd to 5 th respondents aver that the petition is an abuse of Court process because the petitioners absconded their duty of convening the Club’s AGMs for over 4 years, from its registration in 2020, contrary to its Constitution and Section 29 of the Societies Act, thereby exposing it to fines, sanctions and possible deregistration. That further as a result, the petitioners lawfully ceased to hold the positions of officials of the Club at the conclusion of the first year after its registration as a society that is on 29 th May 2021.
33. The 2 nd to 5 th respondents reiterate that the petitioners and their proxies within and without the Club sabotaged attempts to hold elections for the Club’s officials, with the latest attempt being the postponement of that agenda at the AGM held on 20 th April 2024. On the flip side, that the 2 nd respondent followed due process in the convening of the SGM with the support of 276 members of the Club per the Registrar’s directives and the Club’s Constitution and Rules. Their election as the Club’s officials by over 600 members of the Club who attended the SGM disproves all notions by the petitioners that there was no due notice of the convening of the SGM.
34. Further, that the purported duplications in the members’ register were instances where members were disconnected from the virtual platform then rejoined the meeting which had no material effect on the quorum of the meeting. The 2 nd to 5 th respondents contend that the etitioners’ letter to the Registrar dated 8 th July 2025, feigning ignorance of the SGM and the respondents’’ election was submitted after the Registrar recognised the Club’s new officials and is supported by documents which prove the petitioners’ knowledge and blatant disregard of the Registrar’s directive from 10 th December 2024.
35. The 2 nd to 5 th respondents assert that the PSC and the Clerk of the National Assembly have no role in the governance, leadership, or control of the Club, and their role has at all times been limited to providing facilities and funding support for the Club’s activities in furtherance of staff welfare per the Club’s Constitution. As such, the Clerk’s letter of 26 th June 2025, to the Registrar, could not override statutory processes for societies, nor upend the Registrar’s directives, and members were therefore entitled to act on them. Consequently, that the Committee was elected as per Article 4 of the Club’s Constitution.
36. The 2 nd to 5 th respondents urge that in addition to members currently serving in the three arms of Parliament, the members can also elect as their representatives retired members, like the 2 nd petitioner, who, while not belonging to any of the three arms, remain full members of the Club and are not precluded from being elected as officials of the Club, under the Club’s Constitution.
37. The 2 nd to 5 th respondents further maintain that the petitioners’ allegation that resignations of some of the newly elected officials collapsed the leadership is false. Articles 4 (e) and 6 (c) of the Club’s Constitution provide procedures for filling any vacancies that may arise through interim appointments or by convening a SGM. In addition, out of five elective positions, only the Treasurer resigned, while the other two were Trustees, which did not affect the continuity of elected leadership. The core leadership of Chairperson, Vice Chairperson and Secretary remained intact and continued discharging their mandate per the Club’s Constitution;
38. The 2 nd to 5 th respondents urge that the grounds and reasons adduced by the petitioners do not suffice to review or upend the Registrar’s decision of recognising them as the rightful officials of the Club. This is because, the Registrar’s actions were authorised by the Societies Act, and upon compliance with all the directions of the Registrar, the Club’s Constitution, and the dictates of the Societies Act, they were rightfully recognised as the Club’s officials.
39. They maintain that the Registrar considered all relevant considerations before making the decision of recognising them as the rightful officials of the Club, i.e., the long period of over 4 years of no elections and annual returns contrary to the Club’s constitution and Statutory provisions; the Registrar’s decision was reasonable in the circumstances and upheld the dictates of article 36 of the Constitution of Kenya.
40. Further, that the Registrar had issued relevant notices duly informing the petitioners of their infractions and the measures which they were required to undertake to remedy the same in line with Sections 4 and 5 of the FAAA, which the petitioners ignored. Therefore, that the decision was proportional in the circumstances as the actions of the petitioners were contrary to the express provisions of Sections 29 and 30 of the Societies Act and were offences that had exposed the Club to fines, sanctions, and possible deregistration.
41. The 2 nd to 5 th respondents posit that they duly informed the petitioners and the membership of the Club of the convening of the SGM which was attended by over 600 members of the Club; the petitioners never sought reasons for the Registrar’s decision contrary to Section 6 of the FAAA, ostensibly feigning ignorance of the convening of the SGM and their subsequent recognition and the petitioners’ allegation that resignations of some of the newly elected officials collapsed the leadership is false in light of articles 4 (e) and 6 (c) of the Club’s Constitution. Accordingly, the resignation of some newly elected officials could not invalidate the elections of 28 th June 2025, nor the Registrar’s recognition of the duly elected officials on 4 th July 2025.
42. They further urge that the petitioners have not satisfied the test for legitimate expectation by showing that the Registrar had made any representations to them over their continued recognition as the Club’s officials, or that they would be the ones to communicate the leadership changes. They urge for the dismissal of the petition with costs.
The Petitioner’s submissions.
43. The petitioners’ submissions are dated 15 th November, 2025. They contend that the Registrar’s endorsement of the 2 nd -5 th respondents as officials through the letter dated 4 th July 2025 and his failure to determine their complaint constituted an administrative action within the meaning of article 47 of the Constitution and section 2 of the Fair Administrative Action Act. They argue that it altered their legal status as recorded officials, vested executive authority in rival parties, triggered attempts to alter bank mandates and welfare funds and caused paralysis and confusion in the governance of a welfare institution serving over a1,000 public employees. Reliance is placed on the decisions in Judicial Service Commission v Mbalu Mutava [2015] eKLR and Dry Associate Ltd v Capital Markets Authority & Another [2012] eKLR.
44. The petitioners contend that the Registrar’s failure to act on their complaint constituted a violation of section 18 (1) of the Societies Act since they lodged their complaint on 8 th July 2025 and the 30-day period lapsed without any action or reasons provided. This inaction by the Registrar, they submit is a clear statutory breach that warrants this court’s intervention under articles 22, 23, 47 and 258 of the Constitution.
45. The petitioners maintain that the Registrar’s endorsement of the 2 nd -5 th respondents as officials was illegal, irrational, procedurally unfair and ultra vires his statutory and constitutional mandate. The decision was illegal because it validated an elections process that was itself patently unlawful for among other reasons it relied on a defective and unverified voter roll and allowed participation by non-members and temporary Staff. They rely on Republic v Tigania East District Land Adjudication and Settlement Officer & another; Shadrack Muthee M’ Imanja (Interested Party) Exparte Applicant Domenica Kalotia Kalalu (2020] KEELC 2387 (KLR).
46. The petitioners submit that the Registrar’s endorsement was irrational in the public law sense. No reasonable administrator, properly directing himself on the law and facts, could have endorsed a leadership, derived exclusively from one arm of Parliament (the Senate) in defiance of clear representational requirements; whose composition immediately collapsed due to multiple resignations and whose legitimacy was contested on the basis of unverified and defective election materials. They rely on the decision in Republic v Public Procurement Administrative Review Board & Another Exparte Meru University of Service and Technology [2017] eKLR at paragraphs 30-33.
47. Regarding procedural fairness, the petitioners submit that the Registrar’s failure to afford them any hearing, either before endorsing the 2 nd -5 th respondents or after receiving their complaint, violated the principles of natural justice under articles 47 and sections 4-7 of the Fair Administrative Action Act. They further urge that by endorsing officials drawn exclusively form Senate, the Registrar acted ultra vires the Club Constitution, which requires inclusive representation from the National Assembly, the Senate and Joint Services.
48. The petitioners reiterate that the Registrar’s actions and omissions violated articles 10, 27, 36, 40, 47, 50(1), 73 and 232 of the Constitution. They rely on Judicial Service Commission v Mbalu Mutava & another [2015] eKLR and reiterate that the Registrar’s decision and inaction violated their rights to expeditious, efficient, lawful, reasonable and procedurally fair administrative action.
49. The Petitioners submit that they were effectively condemned unheard when the Registrar endorsed rival officials without notifying or hearing them, and again when he failed to afford them a hearing on their complaint. This offended the fair hearing guarantee in Article 50(1) of the Constitution. They submit that by endorsing a slate drawn solely from the Senate, contrary to the Club Constitution, and by disregarding the Petitioners recorded status and objections, the Registrar unlawfully interfered with the internal autonomy of the Club contrary to the dictates of article 36 of the Constitution.
50. The Petitionersfurther submit that the Registrar’s endorsement entrenched a discriminatory leadership structure by excluding representation from the National Assembly and Joint Services. This conflicted with article 27, which outlaws’ discrimination, and with the Club’s constitutional framework requiring inclusive representation.
51. They additionally submit that the Registrar’s decision exposed substantial Club Property, bank accounts, M-Pesa tills and welfare funds to arbitrary control by persons whose legitimacy was unknown and contested in violation of article 40 of the Constitution. They further submit that the Registrar is a public officer bound by articles 10, 73 and 232 of the Constitution. The Registrar’s conduct fell short of the duty imposed by the said provisions.
52. The petitioners affirm that they have met the threshold for a Constitutional petition and meet the requirements for reliefs under articles 22, 23 and 258 of the Constitution. Further that the Anarita Karimi standard is not a rigid formula as clarified in the Mumo Matemu case. In their petition, they have identified the impugned decisions; pleaded specific constitutional provisions violated and set out the factual chain linking the Registrar’s conduct to the violations complained of. They urge that orders sought in the petition be granted as prayed.
The 2 nd to 5 th respondent’s submissions
53. According to 2 nd to 5 th respondents, the issue for this determination is whether the 1 st respondent’s sanction of the petitioners’ infractions and their recognition as the Club officials complied with the Societies Act, the Clubs Rules and Constitution and did not infringe on the Constitution, the Fair Administrative Action Act. Relying on the decision in Suchan Investment Ltd v Ministry of National Heritage & Culture & 3 others [2016] KECA 729 (KLR ) they substantively reiterate the content of their replying affidavit and maintain the petition is an abuse of the Court process and the Registrar’s decision-making process considered all relevant factors as pleaded.
54. The 2 nd to 5 th respondents reiterate that the petition as filed lacks a clear demonstration of how any of the petitioners’ rights have been violated contrary to the Protection of Rights and Fundamental Freedoms Practice and Procedure Rules 2013. The grievances raised primarily relate to internal governance and leadership matters of the Club, which cannot be construed as Constitutional violations by mere assertion. Reliance is placed on the decisions in Anarita Karimi Njeru v Republic [1979] KECA 12 (KLR) and Republic v Chesang (Ms) Resident Magistrate & 2 others ex parte Paul Karanja Kamunge t/a Davisco Agencies & 2 others [2017] eKLR.
55. The 2 nd to 5 th respondents submit that the petitioners claim on an infringement on their right to a fair hearing is not proved. On the contrary, that the Registrar communicated to the petitioners on the need for elections of the Club Officials and the requirements for the same is clearly se
[...truncated]