https://new.kenyalaw.org/akn/ke/judgment/kecopt/2026/245

Isiolo Central Farmers Co-operative Society Limited v Co-operative Bank of Kenya & 3 others (Tribunal Case E1032 of 2025) [2026] KECOPT 245 (KLR) (28 May 2026) (Ruling) Neutral citation: [2026] KECOPT 245 (KLR) Republic of Kenya In the Cooperative Tribunal Tribunal Case E1032 of 2025 J Mwatsama, Ag Chair, B Sawe, F Lotuiya, M Chesikaw & PO Aol, Members May 28, 2026 Between Isiolo Central Farmers Co-operative Society Limited Claimant and Co-operative Bank of Kenya 1st Respondent Abbey Abdi Sheikh 2nd Respondent Abdullahi bika 3rd Respondent Najma Abdi 4th Respondent Ruling 1.This ruling dispenses the Claimants’ Notice of motion Application dated 9/12/2025, brought under the provisions of Section 76, 77 and 95 of the cooperative societies Act Cap 490 Laws of Kenya and Rule 13 of the cooperative Tribunal (Practice and Procedure) Rules 2009. 2.The Application herein seeks for the following orders: - 15.That the firm of Nathan Njeru & company advocates be granted leave to come on record for the Claimant/Applicant. 16.Spent 17.That pending the hearing and determination of the Application inter-parties there be a stay of any further transaction or access by the 2nd, 3rd and 4th Respondents to the Claimant’s bank account no. 0110436310300 in Co-operative Bank of Kenya-Isiolo Branch. 18.That pending the hearing and determination of this Application and or the main claim, an Interim Injunction be issued restraining the 2nd,3rd and 4th respondents, their agents, servants or assigns from interfering with the operations of the society, purporting to act on behalf of or accessing any society assets, including the bank account. 19.An order be issued directing the 2nd, 3rd and 4th Respondent to immediately vacate their positions and hand over all offices, documents records and assets to the newly elected officials led by Asha Osman. 20.An order be issued directing the 1st respondent to immediately freeze the bank account no. 0110436310300 pending handover to the new officials. 21.An order be issued directing the 1st Respondent to provide bank statements for the period from 18/10/2024 to 9/12/2025 to the members through the newly elected officials. 22.In the alternative to prayer 5, 6 and 7 above, the Tribunal can vary any arrangements to facilitate immediate hand over and freezing as proposed. 23.That the costs of this Application to be in the cause.The Claimants premised their Application on six (6) grounds which are contained on the face of it and supported by an affidavit sworn on 9/12/2025 by Asha Ahmed Osman. The Claimant’s Case. 24The Claimant state that on 17/9/2025, the society held a special general meeting at the society’s premises in Isiolo town. The purpose of the meeting was to set the agenda for a planned Annual general meeting. The agendas that were set included the following among others:i.Electionsii.Resolution to freeze the society’s bank account No. 0110436310300 at the Co-operative Bank- Isiolo branch. 25.That during the Annual general meeting held on 18/12/2025 over 300 members attended the meeting and elected the following members as the new officials:1.Asha Ahmed Osman - Chairperson2.John Maithula - V/Chair3.Bakari Etan - Secretary4.Rosemary Epukel - Treasurer5.Jamal Ahamed - Member6.Ragow Abdirahman – Member7.Yussuf Huka - Member8.Hassan Jarow - Member9.Kimathi Manyara - Member10.Susan Kananu - Member11.Petro Ekwam - Member12.Dokta Kikai - Member 26.That despite the lawful conduct of the elections, the 2nd, 3rd and 4th Respondents refused to vacate and hand-over the society responsibilities, documents, records and bank account to the newly elected officials. 27.Accordingly, the refusal to hand over is a breach of Section 27, 28 and 73 of the Co-operative Societies Act which govern the management, election and accountability in the cooperative sector. Respondents Response. 28.The Respondents opposed the Notice of motion and filed statements of defence dated 16/12/2025 together with an Application dated the same date raising seven (7) grounds of opposition as follows:i.That the Notice of Motion is misconceived in law, a non-starter and an abuse of the court process in that it is a futile attempt by strangers to control the assets and the resources of the society.ii.That the by-laws of the society were never followed.iii.That the meeting held on 18/11/25 was invalid and inconsequential.iv.That there are no minutes of the annual general meeting filed to show that elections were ever held.v.That the letter referenced letter for resolution was issued one month before the election held on 18/11/2025vi.That Asha Ahmed Osman was not eligible to be re-elected after being removed in July 2025.vii.That there was no evidence of embezzlement of funds as alleged by the Claimants TRIBUNAL’S ORDERS. 29.On 9/12/25 the Tribunal ordered under paragraph 4 of its directions given to the parties that:“The County Commissioner for Cooperative Development-Isiolo County to give a status report on the Claimant/Applicant – Isiolo Central Farmers’ Co-operative Society within 14 days”.At the same time, under paragraph 2, the Tribunal ordered the striking out of the 1st Respondent for misjoinder. ISSUES 30.Upon consideration of the Claimants Notice of Motion, the grounds therein, the affidavit evidence filled and upon consideration of the Respondent’s Statement of Defence, their grounds of opposition together with the written submissions of both parties with their respective cited authorities, the Tribunal single out the following issues for determination:i.Whether the right procedure was followed in convening the special General meeting held on 17/9/2025 and the annual General meeting held on 18/11/25?ii.Whether a repeat of the society’s election can be ordered?iii.Who would meet the cost of the application? Determination 31.Although on 9th February 2025 the Tribunal ordered the Isiolo County Commissioner of Co-operatives to file a status report regarding the Claimant/Applicant, there is no report on record which was filed as at the time of writing this ruling. 32.Nevertheless, we will proceed to decide on the issues starting with the first one:i.Whether the right procedure was followed in convening the special General meeting held on 17/9/2025 and the annual General meeting held on 18/11/25?A perusal of the Notice convening the meeting that was held on 17/9/2025 was grafted in the following words:“This is to notify all Isiolo central farmers co-op society that there will be a registration and scrutiny of the next of kin exercise. The scrutiny will be held on 17/9/2025. The venue will be Isiolo Central. Kindly avail yourself if you are a next of kin to a deceased parent” (emphasize ours) 33.Ordinarily, according to any bystander in Isiolo Centre and or any bona fide member of the society, this notice was an exercise calling for the scrutiny and registration of next of kin, but not a notice calling for a special general meeting. The notice did not further show who called the meeting save for an encrypted word “Farmer’s office” at the end of the Notice. 34.This goes contrary to Section 27 (6) (a) and (b) of the Cooperative Societies Act Cap 490 which speak to who and the agenda for a special general meeting. This section provides as follows:“(6)A special general meeting of a cooperative society may be convened –(a)by the committee for the purpose of approving annual estimates or discussing any urgent matter which in the committee’s opinion is in the interest of the cooperative society: or(b)On receipt of a written notice for such meeting signed by such number of the members of the cooperative society as may be prescribed in the rules and stating the objects and reasons for calling the meeting” 35.While the Act provide that, it is the committee who should call for a special general meeting of a given society, in the instant case, the 2nd 3rd and the 4th Respondents who are the executive committee of the Claimant denied in their respective Statement of Defence that they were not involved in the calling for the special general meeting. 36.That explain why the undated and unsigned notice was not written in the letterhead or the address of Isiolo Central Farmers’ Cooperative Society as it is the practice in the cooperative movement. Instead, we have on record a photocopy of an undated notice that could be written and posted by anybody who may not be a member of Isiolo Central Farmers’ Co-operative Society Ltd. 37.However, while the undated and unsigned notice was calling for next of kin to attend the exercise on 17/9/2025 for scrutiny and registration. It is a fact that any person who knew that he or she was a next of kin or not, could attend the meeting provided that his or her deceased parent was a member of the society. In our opinion this was an open meeting for scrutinising and registration of next of kin but not a special general meeting. 38.Airing from the above, questions that beg answer from the organizers of the meeting are: how did the exercise of scrutinising and registration of next of kin mutate to be a meeting to discuss the setting of an agenda for annual general meeting to be held on 18th November 2025? Was the agenda of the undated and unsigned notice calling for the meeting to be held on 17/9/2025 a disguise or hoodwink? What does the society by-laws state on how to call for special and annual general meetings of the society and who should attend? 39.Given that the Claimants avoided to submit on these, there is a high probability that the persons who attended the special general meeting were not members of the society. Further, although, neither of the parties filed a copy of the by-laws in the Tribunal, there is all likelihood that the Claimant’s by-laws were not followed in convening the special general meeting. Accordingly, we dismiss the undated and unsigned notice for the meeting that was held on 17/9/2025. 40.Turning to the Annual General Meeting that was said to have been held on 18th November 2025, the Tribunal draws the attention of the parties to the provisions under Section 27 (4) and (5) of the Cooperative Societies Act. It provides as follows:“(4)A general meeting of a cooperative society shall be convened by giving at least fifteen days written notice to the members”(5)At the annual general meeting of a cooperative society the members shall:a)consider and confirm the minutes of the last general meetingb)consider any reports of the committee or the commissionerc)consider and adopt audited accountsd)determine the manner in which any available surplus is to be distributed or invested.e)elect the cooperative society’s office bearers for the ensuing yearf)determine where necessary the maximum borrowing power of the societyg)appoint auditor for the ensuing year andh)transact any other general business of the cooperative society of which notice has been given to members in the manner prescribed in the by-laws of the cooperative society”.The Claimants submitted that minutes exist for preparatory meeting and election results. While this could be true, there are no copies of the annual general meeting that was filed in the Tribunal. The Claimants state that the annual general meeting was attended by over 300 members and attached a list of 150 names some of which does not indicate share membership numbers. This raises the issue of quorum which we are unable to determine because of lack of availability of by-laws and the number of members in the register. 41.On the file record is a copy of a letter dated 3rd December 2025 addressed to the Commissioner of Cooperatives detailing the election results and one addressed to the secretary of Isiolo County complaining about obstruction of verification of election results. Under paragraph 4 of the letter addressed to the county secretary of Isiolo County, the Claimants lamented that the cooperative officer declined to assist them and the chief officer of cooperatives advised them that they would not sign or process the election results until they first verify the unofficial register of 205 members. 42.This shows that there is a high likelihood that not all persons listed in the pages filled in the tribunal as attendees of the meeting held on18/11/2025 are bona fide members of Isiolo Central Farmers’ Cooperative Society Limited. As such we decline to hold that the persons listed in the three (3) dated and four (undated) pages are members of the society. 43.Finally, it is always a practice in the cooperative sector, that the committee members set the agenda and call for an annual general meeting. Section 27 (9) of the Cooperative Societies Act provide that:“The chairman or in his absence the vie-chairman or such other person as may be prescribed in the by-laws of the cooperative society shall preside at a general meeting of a cooperative society”.In the alleged AGM held on18/11/2025, the Claimants have not indicated who presided over the meeting when the cooperative officer was not in attendance and the chairman and the committee were absent and whether the person who presided over it, is provided in the by-laws of the society? 44.Having read & re-read the Claimants pleadings and submissions we did not find minutes of the special and the annual general meetings in order to know who presided over them. In the light of the above we order that having struck out the 1st Respondent on 9/2/2026 for misjoinder, we hereby dismiss prayers (17), (20) (21) & (partly 22) as listed in the notice of motion dated 9/12/2025. 45.For prayers 18 and 19, it is our finding that the procedure that was used to call for the alleged special general meeting held on 17/9/2025 and the annual general meeting held on 18/11/2025 was flawed and offends the provisions of the cooperative societies Act. We therefore cannot issue arbitrary orders against the Respondents who have not been procedurally voted out. Whether a repeat of the society’s election can be ordered? 46.A common practice in the cooperative movement is that, the commissioner of cooperatives calls for a repeat of elections of committee members of a cooperative society when a previous election procedure has been found to be flawed. This was the case in the matter of Kenya Planters Cooperative Union Commissioner of Cooperatives & 2 others where the High court stated as follows:“That elections arising from an unlawful and flawed process were a nullity. The court ordered the nullification of the impugned elections and confirmed that the previous directors in office before the flawed elections should continue in office until a fresh, properly convened election is held” 47.In the instant application we echo the decision of the high court in the above case and nullify the impugned elections held on 18/11/2025. We further order the cooperative officer of Isiolo county together with the committee members of Isiolo Central famers cooperative society to call for a fresh election within sixty (60) days by giving proper notices to their members in accordance with the by-laws of the society.Final Orders.a.The Notice of Motion Application dated 9/12/2025 is found to be without merit. Consequently, we hereby dismiss prayers 17, 18, 19, 20, 21 and 22.b.We further order that fresh elections of the society to be presided by Isiolo cooperative officer be held within sixty (60) days from the date of this ruling.c.That the Tribunal is cognizant of the common relationship of the parties as members of Isiolo Central Cooperative Society, we therefore order no costs to either party (each party to meet own cost) RULING DATED AND DELIVERED VIRTUALLY AT NAIROBI THIS 28TH DAY OF MAY, 2026.HON. J. MWATSAMA - AG. CHAIRPERSON SIGNED 28/5/2026HON. BEATRICE SAWE - MEMBER SIGNED 28/5/2026HON. FRIDAH LOTUIYA - MEMBER SIGNED 28/5/2026HON. MICHAEL CHESIKAW - MEMBER SIGNED 28/5/2026HON. P. AOL - MEMBER SIGNED 28/5/2026Court Assistant – MutaiNo appearance by partiesRuling delivered in absence of parties.