https://new.kenyalaw.org/akn/ke/judgment/kehc/2026/9675

Chemweno & 2 others (Suing as Officials of Bunge Staff Club, registered members and in the public interest of its Membership) v Registrar of Societies & 5 others (Petition E580 of 2025) [2026] KEHC 9675 (KLR) (Constitutional and Human Rights) (29 June 2026) (Judgment) Neutral citation: [2026] KEHC 9675 (KLR) Republic of Kenya In the High Court at Nairobi (Milimani Law Courts) Constitutional and Human Rights Petition E580 of 2025 RE Aburili, J June 29, 2026 Between Peter Chemweno 1st Petitioner Jane Mparu Mukindia 2nd Petitioner Faith Makena 3rd Petitioner Suing as Officials of Bunge Staff Club, registered members and in the public interest of its Membership and The Registrar of Societies 1st Respondent Javan Nang'eyo Loriko 2nd Respondent Elijah Ichwara 3rd Respondent Godfrey Lumanyi Namubatsi 4th Respondent Daniel Munyao 5th Respondent and The National Assembly of Kenya Interested Party Judgment 1.This Judgment determines the petition dated 5th 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 26th 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 28th June 2025 the 2nd -5th respondents (all being staff of the Senate), purported to conduct elections of Club officials. On 30th June 2025, the said Staff wrote directly to the Registrar purporting to notify changes of officials. 4.On 4th July 2025, the Registrar endorsed and recognised the 2nd to 5th respondents as the Club officials. On learning about the endorsement, the petitioners lodged a formal objection dated 8th 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 5th September 2025 seeking to challenge the Registrar’s endorsement of the 4th July 2025 and the failure to act on their objection dated 8th 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 15th November 2025. 6.The petitioners’ case is that the purported elections of 28th 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 2nd -5th 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 3rd April 2024, 11th April 2024 and 6th May 2024 to members, and an AGM was held on 20th 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 26th 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 2nd -5th 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 2nd 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 2nd to 5th respondents have continued to interfere with the Club’s operations and that on 3rd September 2025, the 2nd 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 2nd to 5th respondents as officials of the society on 4th July 2025 and that the petitioner lodged their objection on 8th 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 22nd 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 1st respondent’s decision of 4th July 2025 is unconstitutional, ultra vires, null and void.b.An order of Certiorari quashing the said decision of the 1st respondent on 4th July 2025.c.An order of Prohibition restraining the 1st 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 1st respondent’s failure to accord them a fair hearing before purporting to recognize the 2nd to 5th respondents as officials violated articles 10 and 47 of the Constitution of Kenya, 2010.f.A declaration that the actions of the 1st 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 1st 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 andj.Any such further or consequential orders as this Honourable Court ay deem fit and just. The 1st respondent’s Response 18.The 1st respondent did not file formal response to the petition. The 2nd -5th respondents’ case 19.The 2nd to 5th respondents opposed the petition through a replying affidavit sworn by Javan Nang’eyo Loriko on 30th September 2025 and written submissions dated 9th 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 2nd and 5th respondents state that in a belated attempt to remedy the situation, the petitioners purported to hold an AGM on 20th April 2024 which meeting was allegedly sabotaged by the 1st 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 10th December 2024, issued a directive to the 2nd petitioner requiring her to convene an AGM on or before 30th April 2025, which meeting the 2nd petitioner failed to convene as per the Registrar’s directive prompting an email follow up on 13th May 2025. 23.The 2nd to 5th 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 2nd petitioner did not call for the AGM and therefore the 2nd respondent on 4th June 2025, issued a 21-day Notice for a Special General Meeting (SGM) of the Club to the 2nd 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 21st June 2025, the 2nd 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 28th June 2025, and attended by 614 members of the Club and the election of the Management Committee was conducted, with the members electing the 2nd to 5th respondents as some of the officials of the Club. 25.Subsequently, that vide a letter dated 30th June 2025, the 2nd 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 4th 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 30th June 2025 and 4th July 2025, the 4th 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 2nd to 5th respondents state that by a letter dated 8th 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 2nd to 5th respondents by the Registrar was erroneous and void. Further, that through an email correspondence dated 22nd 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 2nd to 5th 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 2nd to 5th respondents, the Registrar’s letter dated 4th 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 8th July 2025 neither sufficed nor obliged the Registrar to infer leadership dispute. 30.The 2nd to 5th 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 10th 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 2nd to 5th 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 2nd to 5th 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 29th May 2021. 33.The 2nd to 5th 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 20th April 2024. On the flip side, that the 2nd 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 2nd to 5th respondents contend that the etitioners’ letter to the Registrar dated 8th 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 10th December 2024. 35.The 2nd to 5th 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 26th 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 2nd to 5th 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 2nd 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 2nd to 5th 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 2nd to 5th 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 2nd to 5th 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 28th June 2025, nor the Registrar’s recognition of the duly elected officials on 4th 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 15th November, 2025. They contend that the Registrar’s endorsement of the 2nd -5th respondents as officials through the letter dated 4th 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 8th 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 2nd -5th 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 2nd -5th 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 2nd to 5th respondent’s submissions 53.According to 2nd to 5th respondents, the issue for this determination is whether the 1st 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 2nd to 5th 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 2nd to 5th 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 set out in the Clubs Constitution and the Societies Act. It is also implausible that over 600 members of the Club would have received the various notices by the Registrar and themselves, except the petitions. 56.They maintain that violation of the right of freedom of association is not proved and argue that the intervention by the Registrar was sanctioned by section 31 of the Societies Act and was precipitated by complaints from members of the Club concerned over lapse in its administrative and consequent improper leadership. Further, that the membership of the Club’s leadership can be drawn from all categories, including retirees like the 2nd petitioner. Their election was conducted during an SGM and it would be unreasonable to expect strict adherence to the dictates of the Club’s Constitution for Annual General Meeting. 57.The 2nd to 5th respondents dismiss the petitioners’ claim of exposure of the club’s property to illegitimate persons and Registrar’s disregard for national values and public service ethics. They submit that the petitioners are still in control of the Club’s accounts and mobile money wallets. Further, they maintain their stance that the Registrar acted in pursuance of their complaints and gave the petitioners ample notice and time to comply with the notices and the dictates of the Societies Act. 58.The 2nd to 5th respondents further submit that petitioners have not shown any nexus and proof between the respondents, the alleged victims and the provisions of the Constitution alleged to have been violated. That it is not denied that they are members of the Club aggrieved by its improper administration and leadership, and notices by the Registrar and themselves were received by a majority of the Club’s members who elected them as their representatives. As such it would be absurd for the petitioners to claim to be acting in the interest of the club members. 59.The 2nd to 5th respondents further reiterate that the petition is premature and unmerited because there is no administrative decision by the Registrar capable of being reviewed. They argue 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 did not comply with the statutory timelines under section 6 of the said Act. 60.The 2nd to 5th respondents again restate that the grounds and reasons adduced by the petitioners do no suffice to review the Registrar’s decision of recognising them as the rightful officials. Further that they have not met the threshold for a legitimate expectation. Reliance is placed on eth decisions in John Florence Maritime Services Limited & another v Cabinet Secretary Transport & Infrastructure & 3 others [2021] KESC 39 (KLR) and Republic v Pharmacy and Poisons Board, The Principal Secretary, Ministry of Health & Mt Kenya University Ex-parte Juliet Lihemo Agufa [2015] KEHC 7712 (KLR). They urge for the dismissal of the petition with costs. Analysis and Determination 61.I have considered the petition as pleaded, the responses thereto and the rival submissions by the respective parties’ counsel. I find the following issues for determination:a.Whether the petitioners have locus standi to institute this suitb.Whether the 1st respondent acted lawfully and within its statutory mandate under the Societies Actc.Whether the Registrar violated the provisions of articles 10, 27, 47, 50(1), 73 and 232 of the Constitutiond.What reliefs should the court grant Whether the petitioners have locus standi to institute this suit 62.Articles 22 and 258 of the Constitution provides for persons who may institute court proceedings claiming a violation of right or fundamental freedom in the Bill of Rights. Article 22 provides,Enforcement of Bill of Rights.22.(1)Every person has the right to institute court proceedings claiming that a right or fundamental freedom in the Bill of Rights has been denied, violated or infringed, or is threatened.(2)In addition to a person acting in their own interest, court proceedings under clause (1) may be instituted by—(a)a person acting on behalf of another person who cannot act in their own name;(b)a person acting as a member of, or in the interest of, a group or class of persons;(c)a person acting in the public interest; or(d)an association acting in the interest of one or more of its members. 63.Article 258 provides:Enforcement of this Constitution.258.(1)Every person has the right to institute court proceedings, claiming that this Constitution has been contravened, or is threatened with contravention.(2)In addition to a person acting in their own interest, court proceedings under clause (1) may be instituted by—(a)a person acting on behalf of another person who cannot act in their own name;(b)a person acting as a member of, or in the interest of, a group or class of persons;(c)a person acting in the public interest; or(d)an association acting in the interest of one or more of its members. 64.In Mumo Matemu v Trusted Society of Human Rights Alliance & 5 others [2014] KESC 6 (KLR) the court stated:’61.Locus standi is defined in Black’s Law Dictionary, 9th Edition (page 1026) as “the right to bring an action or to be heard in a given forum”. 65.In Njau & 5 others v City Council of Nairobi [1983] KECA 56 (KLR) the Court of Appeal held;“The term locus standi means a right to appear in Court and, conversely, as is stated in Jowitt’s Dictionary of English Law, to say that a person has no locus standi means that he has no right to appear or be heard in such and such a proceeding. Therefore the effect of the judge’s finding here, which was made after hearing the evidence, and not treated as an isolated issue, the latter course being disapproved in the particular circumstances of that case by the House of Lords in IRC v National Federation of Self Employed and Small Businesses Ltd (supra), was that the appellant had no right to bring or to appear in this suit against the Council. 66.In Julian Adoyo Ongunga & another v Francis Kiberenge Bondeva (Suing as the Administrator of the Estate of Fanuel Evans Amudavi, Deceased) [2016] KEHC 4186 (KLR) the Court addressed itself on the issue of locus standi as follows:“... Further the issue of locus standi is so cardinal in a civil matter since it runs through to the heart of the case. Simply put, a party without locus standi in a civil suit lacks the right to institute and/or maintain that suit even where a valid cause of action subsists. Locus standi relates mainly to the legal capacity of a party. The impact of a party in a suit without locus standi can be equated to that of a court acting without jurisdiction since it all amounts to null and void proceedings. “ 67.In the case of Legal Advice Centre t/a Kituo Cha Sheria v Attorney General (Advisory Opinion Reference E001 of 2023) [2024] KESC 15 (KLR) (12 April 2024) (Ruling) the Supreme Court gave the following guidance with regard to the determination of locus standi:4.That question raised in regard to locus standi of a party goes directly to the issue of whether the Court has jurisdiction to hear this matter. It is therefore imperative that this Court should settle this question at the onset before moving forward with the hearing of the reference itself.” 68.In Mwanyagetinge Monontwa Welfare Association v Cabinet Secretary Ministry of Interior & Co-ordination of National Government & 2 others [2024] KEHC 8337 (KLR) the court held:“The Petitioner is a society registered under Section 10 of the Society Act and the position in Kenya as that under the Common Law is that unincorporated bodies are not legal persons and thus cannot sue or be sued in their own names but in the names of its officials. (see Free Pentecostal Fellowship in Kenya v Kenya Commercial Bank Nairobi HCCC No 4116 of 1992 where it was held: ‘’The position at common law is that a suit by or against unincorporated bodies of persons must be brought in the names of or against all the members of the body or bodies where there are numerous members the suit may be instituted by or against one or more such persons in a representative capacity pursuant to the provisions or order 1 rule 8 Civil procedure Rules.” 69.In Free Pentecostal Fellowship in Kenya v Kenya Commercial Bank [1992] KEHC 161 (KLR) the court held;“The position at common law is that a suit by or against unincorporated bodies of persons must be brought in the names of, or against all the members of the body or bodies. Where there are numerous members the suit must be instituted by or against one or more such persons in the representative capacity pursuant to the provision of o1 rule 8 Civil Procedure Rules. The suit may also be instituted by or against trustees of the body of persons.In the instant matter the suit was instituted in the name of a religious organization. It is not a body corporate which would then mean it would sue as a legal personality. That being so it lacked the capacity to institute proceedings in its own name.” 70.The above cited decision give credence to the fact that locus standi (capacity to institute a suit) is an issue capable of divesting a court of the jurisdiction to hear and determine a particular matter. It is also clear that under Articles 22 and 258 of the Constitution, any person can institute a suit on their behalf, on behalf of another or on behalf of a group among others and in the public interest. 71.Courts have been very particular that in order for an association registered under the Societies Act to institute a suit, the same must be done in the name of officials of that society and no one else. 72.In Finmax Community Based Group & 3 others v Kericho Technical Institute [2021] eKLR, the Court of Appeal considered the issue of locus standi, referring to the Mumo Matemu v Trusted Society of Human Rights Alliance & 5 others [2014] e KLR case and stated as follows:“Having found that the respondent did not discharge its burden of proof, we need not consider the next and final ground; the capacity of the appellants to be sued. But for the development of the law, we shall consider it nonetheless. The appellants were sued as Finmax Community Based Group, the Chairman, Treasurer and Secretary. It was readily admitted that the 1st appellant was registered, as the name shows, as a community-based Group under the Ministry of Gender, Children and Social Development. The 2nd, 3rd and 4th appellants were its officials.The question posed to the Judge was whether, in those circumstances the respondent could institute an action against appellants. In his answer, the Judge found that the 1st appellant could only be sued through its officials. But since the 1st appellant’s Chairman, Secretary and Treasurer were joined in the suit, the Judge was of the view that that was sufficient; and that to insist on the particulars of the officials would be to place technicality above substance. He also justified the joinder on the ground that, since in such community organizations high turnover of officials is expected, it is wise to sue the office and not the specific officials, who may have vacated those offices at the time an action is instituted. The 1st appellant is an unincorporated association and therefore in law is not a legal personality with the capacity to sue or to be sued. For a long time, courts have held that such bodies could not sue or be sued. However, with the advent of the 2010 Constitution, this position appears to have changed. Article 260 which is the Interpretation section of the Constitution defines “a person” to include;“… a company, association or other body of persons whether incorporated or unincorporated”. (Own emphasis). As regards institution of court actions, Article 50, dealing with issues of fair hearing gives;“(1)Every person …. the right to have any dispute that can be resolved by the application of law decided in a fair and public hearing before a court or, if appropriate, another independent and impartial tribunal or body.”It would seem, from the foregoing, that an association like the 1st appellant is “a person” who may institute proceedings and also be sued. However, the question today is not whether unincorporated entities may commence action or how actions against them may be commenced, but rather, the manner of commencing proceedings. It is equally also settled that they cannot maintain an action or actions brought against them in their names. Proceedings on their behalf or against them can only be through the registered officials, whose particulars, names and capacity must clearly be indicated in the suit. See Grace Mwenda Munjuri vs. Trustee of the Agricultural Society of Kenya [2014] eKLR. In this appeal, the 1st appellant, being an unincorporated organization, had no capacity to be sued in its own name. The respondent could only institute the suit as against named officials. Titles like Chairman, secretary or treasurer cannot be used as those are not legal persons against whom orders may be executed by the successful party in the proceedings.For the reasons we have given, this appeal succeeds. We accordingly allow it by setting aside the judgment and order of the High Court made on 24th March, 2015 and amended on 22nd April, 2015 and substitute it with an order dismissing the respondent’s suit”. 73.This Court in Republic v Registrar of Societies & another; Kenya International Freight & Warehousing Association (Nairobi Branch) (Ex parte) (Judicial Review Application E032 of 2024) [2025] KEHC 4789 (KLR) (Judicial Review) (7 April 2025) (Ruling), citing the above Court of Appeal decision in Finmax Community Based Group considered in extenso the above position and the Mumo Matemu case and found that the applicant’s failure to bring proceedings in the name of its registered officials by an association was fatal to the proceedings. 74.In the present case, however, the petitioners who are natural persons have stated in their petition that they have brought this suit on behalf of the members of the Club. The 2nd to 5th respondents have disputed this assertion, claiming that the petitioners are not the officials of the Club owing to the 2nd to 5th respondents’ endorsement on 4th July 2025 by the Registrar as officials of the association and that therefore the petitioner cannot and do not have the capacity to bring a suit in behalf of the members of the club. 75.It is acknowledged that the issue of who the rightful officials of the Club is highly disputed. This is informed by the objection raised by the petitioners to the Registrar dated 8th July 2025 and which the Registrar has not addressed to date. Therefore, in light of those circumstances, this court cannot explicitly tell who the rightful officials of the Club are and which translates into the question of who has the legal capacity to institute proceedings on behalf of the Club. 76.Furthermore, it is not in doubt that the petitioners are also members of the Club and therefore can institute a suit as affected members or persons who have stakes in the Club by virtue of Articles 22 and 258 of the Constitution as well as Rule 4 of the Mutunga Rules. Whether the Registrar acted lawfully and within its statutory mandate under the Societies Act 77.The petitioners are dissatisfied with the decision of the Registrar to endorse the 2nd -5th respondents as the officials of Bunge staff Club on the premise that their elections were not held in accordance with the dictates of the Club’s constitution and the Societies Act, Cap 108 Laws of Kenya. To this extent, they submit that the 2nd -5th respondents were endorsed on 4th July 2025 and the petitioner promptly informed the Registrar their complaint on 8th July 2025, a complaint they contend, was never considered nor any reasons for failing to consider it given. 78.The 2nd to 5th respondents have on the other hand, asserted that they were validly elected after the petitioners failed to comply with the provisions of the Bunge Staff Club Constitution and the Societies Act and that therefore their elections as officials was lawful. That in any event, the petitioners have not utilised the dispute resolution mechanism envisaged under the Societies Act and are in violation of the provisions of section 9(2) of the Fair Administrative Action Act. 79.The Club, the subject of the dispute before court, is a society registered under the Societies Act. It is therefore subject to the provisions of that Act and its constitution when it comes to dealing with internal disputes. The dispute herein relates to election of the officials of the Club. Holding of meetings and conduct of elections is governed by the Club’s constitution. 80.Section 17(1) of the Societies Act provides that in case of change of officials or title of any office in a registered Society, a notice of such change should be given to the Registrar within fourteen days of that change. The notice has to be signed by three of the officers of the society. 81.Section 18(1) of the Societies Act provides:(1)If the Registrar is of the opinion that a dispute has occurred among the members or officers of a registered society as a result of which the Registrar is not satisfied as to the identity of the persons who have been properly constituted as officers of the society, the Registrar may, by order in writing, require the society to produce to him, within one month of the service of the order, evidence of the settlement of the dispute and of the proper appointment of the lawful officers of the society or of the institution of proceedings for the settlement of such dispute. 82.The Act provides a mechanism through which the Registrar may deal with disputes over leadership in a registered society. An aggrieved society therefore may appeal against the Registrar’s decision to the High Court. This position was reiterated by the Court of Appeal in the case of Tarak Khawaja & 5 others v Registrar of Societies & 9 others [2017] eKLR it was stated:“The Act provides a specific procedure for addressing disputes regarding the office bearers of a society. Section 18 provides as follows:“…….”“Under the above provisions, once the Registrar is satisfied that there is a dispute between members or officers of a Society so that he cannot tell the identity of the legitimate office bearers, he is required to serve a written order upon the Society requiring it to produce, within a month either evidence of settlement of the dispute, or of the properly appointed officers or evidence that proceedings have been initiated to resolve the dispute. Where the society fails to comply with the notice, the registrar has power to order cancellation of the society’s registration.” 83.The petitioners claim that Registrar endorsed the 2nd to 5th respondents as the elected officials of the Club on 4th July 2025. That they promptly on 8th July 2025 learning about the endorsement made a complaint and/or objection to the Registrar disputing the occurrence of the elections and the officials elected. The Registrar did not take any action and that is why they have approached this court through the instant petition, claiming that the Registrar did not observe his statutory mandate as expected under the provisions of section 18(1) of the Constitution. 84.It is important to note that the Registrar, despite the objection raised, did not bother to respond to the objection and in the view of this Court, the Registrar failed to exercise her powers under section 18 of the Societies Act, which refusal amounts to a failure to consider the dispute and render a decision on the dispute raised by the petitioners. The question is whether that failure amounted to violation of rights of the petitioners. This leads me to answer the next question.Whether the Registrar violated the provisions of Articles 10, 27, 47, 50(1), 73 and 232 of the Constitution 85.The petitioners contend that as a result of the Registrar failing to respond to their complaint and/ or objection the provisions of articles 27, 47, 50(1), 73 and 232 of the Constitution and sections 4 and 5 of the Fair Administrative Action Act, 2015. 86.Article 10 of the Constitution provides for the national values and principles of governance. It makes it explicit that the said national values and principles bind all State organs, State officials, public officers and all persons whenever any of them applies of interprets the Constitution; enacts, applies of interprets any law; or makes or implements public policy decisions. Under sub-Article 2, the national values and principles of governance include, the rule of law, human dignity, equity, social justice, equality, human rights, non- discrimination among others. 87.Article 27 (1) of the Constitution provides that every person is equal before the law and has the rights to equal protection and equal benefit of the law. Article 47 of the Constitution provides for the right to fair administrative action. That every person has the right to administrative action that is expeditious, efficient, lawful, reasonable and procedurally fair. Where a right or fundamental freedom of a person has been or is likely to be adversely affected by administrative action, the person has the right to be given written for the action. 88.Article 73 of the Constitution provides for the responsibilities of leadership. It stipulates as follows,73.(1)Authority assigned to a State officer—(a)is a public trust to be exercised in a manner that—(i)is consistent with the purposes and objects of this Constitution;(ii)demonstrates respect for the people;(iii)brings honour to the nation and dignity to the office; and(iv)promotes public confidence in the integrity of the office; and(b)vests in the State officer the responsibility to serve the people, rather than the power to rule them.(2)The guiding principles of leadership and integrity include—(a)selection on the basis of personal integrity, competence and suitability, or election in free and fair elections;(b)objectivity and impartiality in decision making, and in ensuring that decisions are not influenced by nepotism, favouritism, other improper motives or corrupt practices;(c)selfless service based solely on the public interest, demonstrated by—(i)honesty in the execution of public duties; and(ii)the declaration of any personal interest that may conflict with public duties;(d)accountability to the public for decisions and actions; and(e)discipline and commitment in service to the people. 89.Article 232 provides for the values and principles of public service as follows-232.(1)The values and principles of public service include—(a)high standards of professional ethics;(b)efficient, effective and economic use of resources;(c)responsive, prompt, effective, impartial and equitable provision of services;(d)involvement of the people in the process of policy making;(e)accountability for administrative acts;(f)transparency and provision to the public of timely, accurate information;(g)subject to paragraphs (h) and (i), fair competition and merit as the basis of appointments and promotions;(h)representation of Kenya’s diverse communities; and(i)affording adequate and equal opportunities for appointment, training and advancement, at all levels of the public service, of—(i)(ii) men and women; the members of all ethnic groups; and(iii)persons with disabilities.(2)The values and principles of public service apply to public service in—(a)all State organs in both levels of government; and(b)all State corporations. 90.The petitioners fault the Registrar’s failure to determine their complaint and the action of endorsing the 2nd to 5th respondent’s without hearing them. The 2nd to 5th respondents argue that the letter dated 4th July 2025 was just but a letter and nothing more. That therefore it does not amount to an administrative action envisaged under Article 47 of the Constitution and within the meaning of section 2 the Fair Administrative Actions Act. The Registrar has opted to sit on the fence and wait for the parties hereto to wrestle. 91.Section 2 of the Fair Administrative Act defines an administrative action to include the powers, functions and duties exercised by authorities or quasi-judicial tribunals or any act, omission or decision of any person, body or authority that affects the legal rights or interests of any person to whom such action relates. 92.The said section further defines decision to mean any administrative or quasi-judicial decision made, proposed to be made or required to be made as the case may be. Section 2 of the FAA Act further defines failure to mean "failure", in relation to the taking of a decision, includes a refusal to take the decision. 93.The letter of 4th July 2025 and the failure or refusal by the Registrar to act upon the complaint of the petitioners dated 8th July 2025, therefore, amounted to a fair administrative action which falls within the purview of Articles 47 of the Constitution and section 2 of the Fair Administrative Action Act. 94.Sections 4 and 5 of the Fair Administrative Action Act providet:4.Administrative action to be taken expeditiously, efficiently, lawfully etc.(1)Every person has the right to administrative action which is expeditious, efficient, lawful, reasonable and procedurally fair.(2)Every person has the right to be given written reasons for any administrative action that is taken against him.(3)Where an administrative action is likely to adversely affect the rights or fundamental freedoms of any person, the administrator shall give the person affected by the decision–(a)prior and adequate notice of the nature and reasons for the proposed administrative action;(b)an opportunity to be heard and to make representations in that regard;(c)notice of a right to a review or internal appeal against an administrative decision, where applicable;(d)a statement of reasons pursuant to section 6;(e)notice of the right to legal representation, where applicable;(f)notice of the right to cross-examine or where applicable; or(g)information, materials and evidence to be relied upon in making the decision or taking the administrative action.(4)The administrator shall accord the person against whom administrative action is taken an opportunity to–(a)attend proceedings, in person or in the company of an expert of his choice;(b)be heard;(c)cross-examine persons who give adverse evidence against him; and(d)request for an adjournment of the proceedings, where necessary to ensure a fair hearing. 95.In Republic v Registrar of Societies; Khaemba & 5 others (Exparte Applicants) (suing as the Registered Trustees of the Pentecostal Christian Universal Church (supra) this Court in the Judicial Review proceedings stated as follows:57.The Court in the case of Naado & 6 others (All Applicants Suing as Officials of Supreme Council of Kenya Muslim (SUPKEM)- Ex Parte Applicants) v Registrar of Societies; Nzibo & another (Interested Parties) [2024] KEHC 1819 (KLR) highlighted those administrative actions must be lawful and procedurally fair. The court stated thus:“In interpreting the scope and application of Section 18 of the Societies Act without doubt it effects and manifests the intendment of Article 47(1) of the Constitution of Kenya which the Respondent violated in issuing the last paragraphs of her 2 impugned letters.“Earlier in his above cited decision of Kenya Human Rights Commission & another v Non-Governmental Organizations Co-ordination Board & another [supra], Mwita J in paragraph 33 of his decision held:“33. Article 47(1) of the Constitution is in mandatory terms that every person has a right to administrative action that is expeditious, efficient, lawful, reasonable and procedurally fair. Sub Article 2 makes it even more forceful that if a right or fundamental freedom of a person has been or is likely to be adversely affected by administrative action, the person has the right to be given written reasons for that action.” Emphasis added.58.Further, fairness in such a process requires that all affected office bearers not only the two principal disputants be given an opportunity to be heard. A determination reached without participation of other registered officials could lack legitimacy and invite further challenge, thereby prolonging the impasse. This Court therefore agrees that there is need to invoke the provisions of section 9 of the Fair Administrative Action Act and direct that the leadership dispute be first be heard before the Respondent at which forum, there shall be required representation from each faction beyond the two principal disputants, Mr. Khaemba and the interested party herein, so that the resolution will bind the society and bring finality. 96.In the earlier case of Republic v Public Procurement Administrative Review Board & 2 others Exparte Rongo University [2018] eKLR, the Court held inter alia: -“ 11.An administrative decision is flawed if it is illegal. A decision is illegal if it: -(a)contravenes or exceeds the terms of the power which authorizes the making of the decision;(b)pursues an objective other than that for which the power to make the decision was conferred;(c)is not authorized by any power;(d)contravenes or fails to implement a public duty. 97.In view of the foregoing, I find and hold that the Registrar violated the provisions of Article 47, of the Constitution by failing to respond and or act upon the complaint and or objection raised by the petitioners vide the petitioners’ letter dated 8th July 2025, concerning the conduct of the Club’s SGM and the resultant elections of the 2nd to the 5th respondents herein as officials of the Club. That refusal or failure was unwarranted and amounted to contravention of or failure to implement a public duty which is, to entertain a dispute which had arisen between the petitioners and the 2nd to 5th respondent over affairs of the society. This duty to act on the disputed office bearers is clearly spelt out in section 18 of the Societies Act which provides:18.Disputes as to officers(1)If the Registrar is of the opinion that a dispute has occurred among the members or officers of a registered society as a result of which the Registrar is not satisfied as to the identity of the persons who have been properly constituted as officers of the society, the Registrar may, by order in writing, require the society to produce to him, within one month of the service of the order, evidence of the settlement of the dispute and of the proper appointment of the lawful officers of the society or of the institution of proceedings for the settlement of such dispute.(2)If an order under subsection (1) of this section is not complied with to the satisfaction of the Registrar within the period of one month or any longer period which the Registrar may allow, the Registrar may cancel the registration of the society.(3)A society aggrieved by the cancellation of its registration under subsection (2) may appeal to the High Court within thirty days of such cancellation. What reliefs should the court grant 98.Examining the prayers sought by the petitioners, these are substantive, more than procedural. They are asking this court to look into the issue of elections of the officials and to a large extent, determine the issue of leadership at the Club. Article 165 (6) and (7) of the Constitution only vests this court with the jurisdiction to exercise supervisory jurisdiction over the subordinate courts and over any person, body or authority exercising a judicial or quasi-judicial function but not over a superior court. 99.Article 23 (3) of the Constitution provides that in any proceedings brought under Article 22, a court may grant appropriate relief, including- a declaration of rights; an injunction; a conservatory order; a declaration of invalidity of any law that denies, violates, infringes, or threatens a right or fundamental freedom in the Bill of Rights and is not justified under Article 24; an order for compensation and an order of judicial review. 100.The nature of the dispute herein is such that this Court cannot get into the substance of the dispute as sought by the petitioners herein for reasons that matters of internal governance and leadership of a Club, are matters in the gamut of the mandate of the Registrar of Societies to hear and determine. Since the Registrar has not acted as mandated by statute, this court cannot take over the role of the Registrar. To do otherwise would be tantamount to this court usurping the statutory mandate of the Registrar. 101.What then should this Court do? Section 9 of the Fair Administrative Action Act provides the solution as follows:9.Procedure for judicial review(1)Subject to subsection (2), a person who is aggrieved by an administrative action may, without unreasonable delay, apply for judicial review of any administrative action to the High Court or to a subordinate court upon which original jurisdiction is conferred pursuant to Article 22(3) of the Constitution.(2The High Court or a subordinate court under subsection (1) shall not review an administrative action or decision under this Act unless the mechanisms including internal mechanisms for appeal or review and all remedies available under any other written law are first exhausted.(3)The High Court or a subordinate Court shall, if it is not satisfied that the remedies referred to in subsection (2) have been exhausted, direct that applicant shall first exhaust such remedy before instituting proceedings under subsection (1).(4)Notwithstanding subsection (3), the High Court or a subordinate Court may, in exceptional circumstances and on application by the applicant, exempt such person from the obligation to exhaust any remedy if the court considers such exemption to be in the interest of justice.(5)A person aggrieved by an order made in the exercise of the judicial review jurisdiction of the High Court may appeal to the Court of Appeal 102.In John C. Chelanga v Minister for Lands & 3 others [2021] eKLR, it was held that:“It is trite law that a court exercising judicial review jurisdiction is only concerned with the procedural propriety of a decision and not the merits. The court cannot be invited in a judicial review proceeding to act as an appellate court to reverse the decision of the 1st respondent.This position was adopted by the court in Associated Provincial Picture Houses, Ltd. –vs- Wednesbury Corporation [1947] 2 All E.R 680. As a result, it is only in exceptional circumstances that the court can consider merits of a decision. These exceptional circumstances were enumerated by the learned Mumbi Ngugi J in Republic v Public Procurement Administrative Review Board & 2 others Ex Parte - Sanitam Services (E.A) Limited [2013] eKLR, while citing the Associated Provincial Picture Houses Ltd. vs Wednesbury Corporation (supra) namely:“Where the administrative body has acted outside its jurisdiction, has taken into account matters it ought not to have taken into account, or failed to take into account matters it ought to have taken into account; or that it has made a decision that is ‘so unreasonable that no reasonable authority could ever come to it.” 103.The Supreme Court in Sammy Ndung’u Waity v Independent Electoral & Boundaries Commission & 3 Others [2019] eKLR, held:“ 63.Where the Constitution or the law, consciously confers jurisdiction to resolve a dispute, on an organ other than a court of law, it is imperative that such dispute resolution mechanism, be exhausted before approaching the latter. Were it not so, parties would bide their time, overlooking the recognized forums, and later springing a complainant the courts. Such a scenario would be a clear recipe for forum shopping, an undertaking that must never be allowed to fester in the administration of justice. We are fortified in this regard, by the persuasive authority by the Court of Appeal, in Geoffrey Muthinja Kabiru & 2 others; [2015] eKLR; wherein the Appellate Court observed: “It is imperative that where a dispute resolution mechanism exists outside the Courts, the same be exhausted before the jurisdiction of the Courts be invoked. Courts ought to be fora of last resort and not the first port of call the moment a storm brews… The exhaustion doctrine is a sound one and serves the purpose of ensuring that there is a postponement of judicial consideration of matters to ensure that a party is first of all diligent in the protection of his own interest within the mechanisms in place for resolution outside the courts.” 104.In Mutanga Tea & Coffee Company Ltd v Shikara Limited & Municipal Council of Mombasa Civil Appeal No. 54 Of 2014, the Court of Appeal stated as follows, inter alia, regarding exhaustion of statutory remedies, in its judgment delivered on 31st day of July 2015:“The real question then becomes whether an aggrieved party can ignore these elaborate provisions in both the PPA and the EMCA and resort to the High Court, not in an appeal as provided, but in the first instance.This Court has in the past emphasized the need for aggrieved parities to strictly follow any procedures that are specifically prescribed for resolution of particular disputes. SPEAKER OF THE NATIONAL ASSEMBLY V. KARUME (supra), was a 5(2)(b) application for stay of execution of an order of the High Court issued in judicial review proceedings rather than in a petition as required by the Constitution. In granting the order, the Court made the often-quoted statement that:“[W]here there is a clear procedure for the redress of any particular grievances prescribed by the Constitution or an Act of Parliament, that procedure should be strictly followed.”(See also KONES V. REPUBLIC & ANOTHER EX PARTE KIMANI WA NYOIKE & 4 OTHERS (2008) 3 KLR (ER) 296).It is readily apparent that in those cases the Court was speaking to issues of the correct procedure rather than of the correct forum for resolution of a dispute. However, we entertain no doubt in our minds that the reasoning of the Court must apply with equal force to require an aggrieved party, where a specific dispute resolution mechanism is prescribed by the Constitution or a statute, to resort to that mechanism first before purporting to invoke the inherent jurisdiction of the High Court.The basis for that view is first that Article 159 (2) (c) of the Constitution has expressly recognized alternative forms of dispute resolution, including reconciliation, mediation, arbitration and traditional dispute resolution mechanisms. The use of the word “including” leaves no doubt that Article (159(2)(c) is not a closed catalogue. To the extent that the Constitution requires these forms of dispute resolution mechanisms to be promoted, usurpation of their jurisdiction by the High Court would not be promoting, but rather, undermining a clear constitutional objective. A holistic and purposive reading of the Constitution would therefore entail construing the unlimited original jurisdiction conferred on the High Court by Article 165(3)(a) of the Constitution in a way that will accommodate the alternative dispute resolution mechanisms.Secondly, such alternative dispute resolution mechanisms normally have the advantage of ensuring that the issues in dispute are heard and determined by experts in the area; and that the dispute is resolved much more expeditiously and in a more cost effective manner. In RICH PRODUCTIONS LTD. V. KENYA PIPELINE COMPANY & ANOTHER, PETITION NO. 173 OF 2014, the High Court explained why it must be slow to undermine prescribed alternative dispute resolution mechanisms thus:“The reason why the Constitution and the law establish different institutions and mechanism for dispute resolution in different sectors is to ensure that such disputes as may arise are resolved by those with the technical competence and the jurisdiction to deal with them. While the Court retains the inherent and wide jurisdiction under Article 165 to supervise bodies such as the 2nd respondent, such supervision is limited in various respects, which I need, not go into here. Suffice to say that it (the court) cannot exercise such jurisdiction in circumstances where parties before it seek to avoid mechanisms and processes provided by law, and convert the issues in dispute into constitutional issues when it is not.”On the same reasoning, this Court, in REPUBLIC V. THE NATIONAL ENVIRONMENTAL MANAGEMENT AUTHORITY, CA NO 84 OF 2010 upheld a decision of the High Court, which declined to entertain a judicial review application by a party who had a remedy, which he had not utilized, under the National Environment Tribunal. The Court reiterated that where Parliament has provided an alternative remedy in the form of a statutory appeal procedure, it is only in exceptional circumstances that an order of judicial review will be granted. More recently in VANIA INVESTMENT POOL LTD. V. CAPITAL MARKETS AUTHORITY & 8 OTHERS, CA NO 92 OF 2014 this Court also upheld a decision of the High Court in which the court declined to entertain a judicial review application by an applicant who had failed to first refer its dispute to the Capital Markets Appeals Tribunal established by the Capital Markets Act.We are therefore satisfied that the learned judge did not err by striking out the appellant’s suit and application which sought to invoke the original jurisdiction of the High Court in circumstances whereas the relevant statutes prescribed alternative dispute resolution mechanisms and afforded the appellant the right to access the High Court by way of appeal, which mechanisms he had refused to invoke. To hold otherwise would, in the circumstances of this appeal, be to defeat the constitutional objective behind Article 159(2)(c) and the very raison d’etre of the mechanisms provided under the two Acts.” 105.The Court of Appeal in Benjamin v General & 55 others [2024] KECA 1672 (KLR) addressed itself on this issue as follows: -“(116)The foregoing verdict also finds support in an adage principle in administrative law of “Exhaustion of Administrative Remedies” and from the jurisprudence emanating from this Court and the lower Courts, which has been restated with notoriety to the effect that, where there exists an alternative method of dispute resolution established by legislation, the Courts must exercise restraint in exercising their jurisdiction conferred by the Constitution and must give deference to the dispute resolution bodies established by statutes with the mandate to deal with such specific disputes in the first instance... 106.Based on the foregoing, this court can only grant an appropriate relief as envisaged under article 23(3) (e) of the Constitution and direct that the Registrar performs his or her statutory mandate as stipulated under section 18(1) of the Societies Act. 107.On the scope and circumstances under which mandamus will issue, the Court of Appeal in Kenya National Examination Council v Republic Ex Parte Geoffrey Gathenji Njoroge & 9 others [1997] KECA 58 (KLR), stated as follows:24.The next issue we must deal with is this: What is the scope and efficacy of an Order of Mandamus? Once again, we turn to Halsbury’s Law of England, 4th Edition Volume 1 at page 111 from paragraph 89. That learned treatise says: -“The order must command no more than the party against whom the application is made is legally bound to perform. Where a general duty is imposed, a mandamus cannot require it to be done at once. Where a statute, which imposes a duty leaves discretion as to the mode of performing the duty in the hands of the party on whom the obligation is laid, a mandamus cannot command the duty in question to be carried out in a specific way.”25.What do these principles mean? They mean that an order of mandamus will compel the performance of a public duty which is imposed on a person or body of persons by a statute and where that person or body of persons has failed to perform the duty to the detriment of a party who has a legal right to expect the duty to be performed. We can do no better than give examples. The Liquor Licensing Act, Chapter 121 Laws of Kenya, by section 4(1) creates a licensing court for every licensing area and provides that the licensing court, chaired by the District Commissioner of each area, is to consider and determine applications for and the cancellation of liquor licences. Section 8 of the Act provides the manner and procedure to be followed by those who desire to acquire liquor licences. 108.That being the case, this court can only issue an order of mandamus directing and compelling the Registrar of Societies to determine the petitioners’ complaint in accordance with section 18 of the Societies Act and if dissatisfied with the decision of the Registrar, then the petitioners or the other parties to the dispute can approach the High Court as appropriate. 109.In the end, I make the following orders:a.An order of mandamus is hereby issued compelling the Registrar of Societies to consider the complaint/ objection dated 8th July, 2025 lodged by the petitioners herein and in compliance with the provisions of section 18 of the Societies Act, hear all the parties involved in the dispute and render a decision within 60 days of this judgment being served on her, now that the Registrar opted to remain silent in these proceedings.b.Any party aggrieved by the decision of the Registrar will be at liberty to challenge the decision in an appropriate forum.c.All other reliefs sought by the petitioners are declined and dismissed for the reasons provided in this judgment.d.As the petitioner is only partially successful, each party shall bear their own costs of the petition. 110.This file is now closed. DATED, SIGNED AND DELIVERED VIRTUALLY AT NAIROBI THIS 29TH DAY OF JUNE, 2026R.E. ABURILIJUDGE