https://new.kenyalaw.org/akn/ke/judgment/kecopt/2026/256

Mbae & 8 others v Nangkis Matatu Operators Sacco Society Limited & 2 others (Tribunal Case E583 of 2025) [2026] KECOPT 256 (KLR) (18 June 2026) (Judgment) Neutral citation: [2026] KECOPT 256 (KLR) Republic of Kenya In the Cooperative Tribunal Tribunal Case E583 of 2025 J Mwatsama, Chair, B Sawe, F Lotuiya, M Chesikaw & PO Aol, Members June 18, 2026 Between Murimi Mbae 1st Claimant Lawrence Kirunja Njeru 2nd Claimant Julius Maina Mwangi 3rd Claimant Daniel Mwangi Mwaniki 4th Claimant Francis Richu Muchai 5th Claimant Jasper Mutugi Mbae 6th Claimant Evans Micheni Njagi 7th Claimant Fredrick Kamau Ndumbi 8th Claimant Julius Mwita 9th Claimant and Nangkis Matatu Operators Sacco Society Limited 1st Respondent The Co-operatives Officer, Starehe Sub-county 2nd Respondent Commissioner for Cooperatives Development 3rd Respondent Judgment 1.The claim herein was brought by the Claimants against the Respondents on the 30th June, 2025 and they state therein that; 2.All the Claimants are members of the 1st Respondent SACCO. 3.As of 21.06.2025, the 1st Claimant was the Chairperson of the Management Committee of the 1st Respondent. 4.As of 21.06.2025, the 6th Claimant was the Chairperson of the Supervisory Committee of the 1st Respondent. 5.The 1st Respondent is a Saving and Credit Co-operative Society incorporated under the Co-operative Societies Act, Cap, 490 and doing business within the Republic of Kenya. 6.The 2nd Respondent is the Co-operatives Officer mandated by the Commissioner for Co-operatives Development under the Co-operative Societies Act, Cap. 490 to oversee the activities of Co-operative Societies within Starehe Sub- County, Nairobi County. 7.The 3rd Respondent is the Commissioner for Co-operatives Development mandated under the Co-operative Societies Act, Cap. 490 to generally oversee the growth and development of co-operative societies by providing such services as may be required by co-operative societies for their organization, registration, operation, advancement and, dissolution and for administration of the provisions of the Act. 8.On the 21.06.2025, the 1st Respondent conducted its Annual General Meeting (AGM) in accordance with the Co-operative Societies Act, Cap. 490 and its by-laws. The AGM was presided over by Ms. Mary Wainaina, the 2nd Respondent and Cooperatives officer for Starehe Sub-County as the Returning Officer. 9.Among the items on the agenda was the Election of officials for the year 2025-2026. The election was for the officials of the Management and Supervisory Committees of the 1st Respondent and the process. The 2nd Respondent is guided by her Mandate, the provisions of the Act and rules and the by-laws of the SACCO. 10.The Office holders of the Management Committee as of 21.06.2025 were:a)Murimi Mbae - Chairman;b)Reuben Kamathi - Vice Chairman;c)Kennedy Nyamari - Treasurer;d)Valentine Kinyua - Hon. Secretary; 11.The office holders of the Supervisory Committee as of 21.06.2025 were:a)Jasper Mutugi - Chairman;b)Anthony Mwangi - Secretary; 12.The procedures for electing the Management Committee and the Supervisory Committee of a Co-operative Society in Kenya are guided primarily by The Act, The Co-operative Societies Rules, 2004 and the SACCO’s Registered By-laws. 13.As contained in the by-laws of the 1st Respondent, the election of the Management Committee requires that firstly, management committee notifies the returning officer (in this case the 2nd Respondent) of the vacancies. 14.The Returning officer is then required to declare vacant the vacant positions due for contest at the election. Members decide the mode of election by a majority vote. Voting is either by Secret ballot, queueing or show of hand. 15.The following stage is the Nomination of Candidates where the officer invites members to nominate candidates. Each candidate must have a proposer and a seconder. The candidates up for nomination to the management must be fully paid-up, not be in default of a SACCO loan and meet the integrity and competence criteria as per Section 28(1) of the Act. 16.Thereafter, the Supervisory Committee verifies that nominees meet the requirements as outlined in the law including the by-laws. Voting is then done by Members during the AGM or Special General Meeting (SGM). 17.Lastly, the Returning Officer announces the results. Winners are those with the majority votes per candidate. 18.Members are elected for a 3-year term, with one-third (1/3) retiring annually to allow staggered elections as per common SACCO by-laws. 19.The Supervisory Committee must consist of only 3 members none of which should be a current member of the Management Committee or an employee of the SACCO and must meet other integrity and eligibility criteria outlined in the rules and by-laws. 20.Once nomination is done by the members, vetting is done to ensure independence from management and absence of conflict of interest. 21.Voting is done by the general membership during the AGM. The winner is by simple majority. 22.The law does not permit elections without declaring a vacancy; Skipping the voting process unless there’s a clear uncontested position and the same is allowed in the by-laws; Replacing members solely on the basis of loan default without following due process and Allowing non-members or disqualified persons to contest or be elected. 23.While the Act and its rules do not spell out every step of an election process, it is implied that Vacancies must be declared before elections take place, Nominations should be open and democratic, Members must vote, unless the by-laws provide for election by acclamation or unopposed candidates in which case it must be clearly recorded and if a person is being removed due to default, proper process, including notice and the right to be heard, must be followed. 24.The Act provide that after elections, the honorary secretary forwards to the commissioner the names and address of those elected. The elected shall, however, not hold office unless they have satisfied the requirements outlined in the law on indemnity and ethics. 25.The main dispute in this matter emanates from the manner in which the returning officer managed or otherwise the elections of the SACCO held on the material day. The AGM of 21.06.2025 had Elections as the primary agenda. 26.The meeting began with unusually heavy presence of the police at the premises. The 1st Claimant, being the incumbent chair noted the same. This created an air of speculation and uncertainty but the 2nd respondent declined to issue any explanation as to the same. 27.The 2nd Respondent began by asking for the nominations of candidates to fill the positions of three (3) Management Committee Members. 28.Then she read from her mobile phone the names of members of the committee who she declared were disqualified from her phone. These were Murimi Mbae; Kennedy Nyamari; and Daniel Mwaniki. Until this stage, the named members had not known the positions that were to be filled by the 3 nominated members were their positions. 29.The 2nd Respondent irregularly demanded they step aside and ruled them disqualified for the candidacy for being defaulters thus deliberately removing them from the committee. 30.The positions of the 3 members she was determined to replace were not up for election. Murimi Mbae, the 1st claimant and Daniel Mwaniki were to retire in 2027 whereas Kennedy Nyamari was due in 2026 and thus, their positions were not up for grabs. 31.The 2nd Respondent deliberately left out the declaring of vacant positions as vacant as mandatorily required. She appeared to have a predetermined list of candidates and positions to fill. 32.All the members of the committees had defaulted on their loans and/or share deposits and as such, if defaulting was to be the parameter for disqualifying membership to the committees, then all the committees would be dissolved. 33.The default status is declared upon due process as outlined in the by-laws and which in this instance had not taken place for any of the members so as to find the 3 members above ineligible or otherwise. 34.The 2nd respondent was biased, discriminative and motivated by ulterior motives as she targeted only the above-stated members whereas the entire committee members had defaulted. The 1st claimant, being the chairperson, was well aware of this position as well as the 2nd respondent. 35.Ironically, those who the 2nd Respondent newly nominated were all also defaulters as per the records maintained by the committee under the leadership of the 1st claimant but were later confirmed as ‘elected’ to the Management Committee. These are: Nicodemus Mangenge; Elvis Omari and John Maina; 36.Further, the 2nd Respondent confirmed as ‘elected’ to the supervisory committee Jasper Mutugi and Francis Muchai even though they were also defaulters. 37.Despite being aware, the 2nd Respondent oversaw the nomination and purported election to office one John Maina who is under suspension and had not been reinstated by the members by resolution as is required in the by-laws. 38.The 2nd Respondent, in a bid to have pre-selected members to the respective offices, only called for nominations of one member per position. She then, by an oral declaration declared as elected all those nominated without any vote or even acclamation of the members present and closed the meeting and walked away while ignoring members’ queries. 39.The 2nd Respondent breached the laid down procedure to an alarming and worrying extent that the members suspected that she was compromised. She disregarded the Vetting and Voting stages, discriminated against some eligible candidates and declared as elected a suspended member resulting in a shambolic process that is illegal, unlawful and a nullity. 40.As if not enough irregularities had been done, the 2nd Respondent later verbally called for the Reconstitution of the office on 26th June 2025 at the Starehe Sub-County Cooperative Office, in Nyayo House contrary to the provisions of the Act and the by-laws which provide for compulsory requirements of elected members before they can assume office. 41.The Claimants contend that the manner in which the 2nd Respondent presided over the elections was irregular and in breach of the set mandatory procedure. The Claimants are desirous of, as it has been in the past, having the 1st Respondent SACCO run in a compliant and transparent manner and such cannot be achieved if the process of electing leadership is flawed and questionable in the first place.Particulars of Breach of fundamental provisions on electionsa)Omitting the declaration of vacant positions as mandatorily required by rules of elections procedures;b)Omitting the vetting stage of nominated candidates;c)Removing members from the management committee contrary to the by-laws;d)Failing to conduct elections and declaring nominated leaders as elected without voting contrary to the law;e)Discrimination leading to removing members from office based on their defaulter status while ‘electing’ into office others with similar status;f)Refusing to regard the provisions of the by-laws as regards the due process of handling defaulters as far as holding or vying for office is concerned.g)Exhibiting elements of a compromised and discriminative official in line of duty;h)Reconstituting the offices of the 1st respondent contrary to standard procedure as per the law.i)Generally mismanaging the elections and risking running the SACCO into mismanagement and chaos; 42.The actions and omissions of the 2nd Respondent has created discord, discontentment, uncertainties and mistrust among the SACCO members which state of affairs is unhealthy for the operations of the SACCO. This is evidenced partly by the fact that some of the purportedly newly elected officials have come forth and joined this claim as Claimants as against the Respondents. 43.Consequently, the Claimants seek the following remedies against the Respondents:a.The Election of Office bearers of the 1st Respondent at the AGM of 21.06.2025 as presided over by the 2nd Respondent and the resultant outcomes be declared irregular and null;b.The elected officials as per the contested elections conducted during the AGM of 21.06.2025 be Ordered to vacate office;c.An Order be issued reinstating the Office Bearers of the 1st Respondent as of 21.06.2025 pending a fresh election at a Special General Meeting;d.This Honourable Tribunal be pleased direct the 3rd Respondent to set a date for fresh elections;e.This Honourable Tribunal be pleased to direct the 3rd Respondent to appoint another Officer other than the 2nd Respondent to preside over the elections in (d) above;f.Cost of this tribunal be provided for 44.The 1st Respondent responded to the Statement of Claim vide its Response dated 25th August, 2025 wherein it states that; 45.The 1st Respondent avers that the Returning Officer who had the mandate to oversee the elections of the 1st Respondent discharged his duties to the required standard and the law governing elections and that the presence of police officers at the venue of the AGM was meant to maintain peace and order and the said police officers did not take part in the elections since they are not members. 46.The decision of deploying police to the venue was made by the former Committee wherein the 1st Defendant was in attendance and he approved the deployment. It is later in the day for the 1st Defendant to start complaining. 47.The elections went on smoothly to the satisfaction of the majority of the members in that;i)All matters which were on the agenda were deliberated and resolved.ii)The elections were conducted to the satisfaction of all the members who were in attendance.iii)The 2nd Defendant ensured that the members of the Board who were ineligible were dealt with and disqualified from running the affairs of the 1st Respondent. 48.The former officials who were found ineligible to run the affairs of the 1st Defendant have no moral authority to bring the suit to challenge the elections when they were disqualified. 49.The 2nd Defendant had in the month of September, 2024 carried out an inspection into the affairs of the 1st Defendant and the outcome of the said inspection revealed as follows;i)The loan forms were not fully filled.ii)Members were self - guaranteeing monies equivalent or more than their deposits.iii)Loans were not fully appraised.iv)Loans were not 100% secured or guaranteed.v)Three members of the Committee were on loan loss and the three are;a)Murimi Mbae - Chairmanb)Kennedy Nyamari - Treasurerc)Daniel Mwaniki -Management Committee Member 50.The status of the said Committee Members is that they had irregularly borrowed loans from the 1st Defendant and were unable to service the said loans as per the terms and conditions of borrowing. 51.The money Advanced to the three Committee Members belong to the members and non-repayment of the same had the effect of crippling the delivery of service by the Sacco Society. 52.The Claimants are not facing the facts as they are, they cannot be allowed to hide behind the so-called procedures in elections when they are not qualified to be in the board and in the membership of the 1st Respondent. 53.The 2nd, 5th and 6th Claimants being currently in office and members of the Board and/or Supervisory Committee have no authority in law to sustain a suit against the Society which they are legally mandated to serve. 54.The 2nd Respondent being a Returning Officer of elections had the requisite mandate under the Provisions of Section 3 of the Cooperative Societies Act to enforce disqualification of the 1st Respondent to be in office at the Society's AGM. 55.The 1st Respondent avers that it will subject the Claimants to strict proof of all the allegations they have raised in the claim and particularly;i)Alleged Procedural breach in conducting the Society elections.ii)Matters of breach of the Code of Conduct governing the Management Committee of a Sacco Society.iii)Alleged breach of Strict compliance to the registered by-laws of the 1st Respondent Society.iv)The alleged breach of the handling the business of the 1st Respondent.v)Eligibility and approval of several loans to specific members.vi)Generally, the conduct of the officials of the registered Cooperative Societies Act, Rules and the By-Laws and Rules governing a Cooperative Society under the Provisions of the Sacco Societies Act. 56.The 1st Respondent prays that the Claimants suit be dismissed with costs. 57.The 2nd Respondent responded to the statement of claim vide the Response dated 26th August, 2025, wherein he states that: 58.The 2nd Respondent admits the claimants are registered members of the SACCO but denies the averment that the 6th Claimant is the Chairperson of the supervisory committee of the 1st Respondent. 59.The 2nd Respondent admits the process of holding the AGM and conducting the Election process set out in paragraphs 7 and 8 of the statement of claim and avers that the election process was above board and procedural in the circumstance and that Claimants are not entitled to any remedy whatsoever. 60.The 2nd Respondent prays that;a)The claimant’s claim be dismissed with costs to the respondents.b)Such further or other relief as this Honourable Tribunal may deem fit to grant. 61.The Claimants further filed a Reply to the 1st Respondent’s Response, dated 25th August, 2025, wherein the Claimants reiterate that the 2nd Respondent violated the law as regards the conduct of elections as to make any reasonable bystander to agree that she had a personal and selfish interest in the outcome. 62.The Claimants further avers in reply, that the 2nd Respondent's actions were motivated since she had been the returning officer in the previous elections held on 27th April 2024 where she conducted the elections as per the governing laws. 63.Further, the Claimants question the need for police officers at the AGM when it has never been the norm in previous AGMs and elections and alleges that this was a move to create tension and fear as the 2nd Respondent had intentions to violate the procedure and the law and expected backlash in return. 64.The Claimants deny that the decision to deploy police officers at the AGM venue was made by the former Committee, neither was such a move approved by the Sacco since the Sacco was represented by the unlawfully ousted officials, it was the sole decision of the 2nd Respondent and was never communicated in advance with the officials. 65.Moreover, before any agenda was discussed and a fact which was minuted, the unlawfully ousted Chairman raised the concern over the deployment of the police officers since it was unusual and confirmed that as the Chairman, he was not aware of the decision or the motive thereto. 66.In reply to paragraph 6 of the response, the Claimants states in further reply that it is not true that all matters were deliberated upon and resolved, a fact that is in the minutes book that a vote was not taken on 4 out of 6 resolutions and that as members were waiting to vote the 2nd Respondent announced the elections results leaving members in confusion and immediately walked out the meeting before it was officially closed. 67.The Claimants aver further that Contrary to the arrogant position of the 1st Respondent at paragraph 7 of the response, every member has a right to file proceedings before the tribunal against the Sacco, not just officials. 68.In reply to paragraph 8 of the Response, the Claimant avers a investigation/inspection was carried out in September 2024. The AGM and elections subject of this claim were conducted in June 2025 about 9 months after the inspection. By the time of the AGM, the status of affairs has changed and the 2nd Respondent, if in need, ought to have called for a fresh inspection prior rather than rely on an old and outdated report and status of affairs in justifying her violations; that from the audit investigation report, the appraisals were discriminatory since the loans were appraised as loss or performing yet there was no loan which was performing. (Loss means over 1 year in default while Performing means 0 days in default). 69.The Claimants aver further that the loans were regularly borrowed and that is why they were approved by the Credit Committee which is an independent Committee; that the Committee Members have never denied that they are having the loans with the Sacco and that it is their obligation to repay; that the 2nd Respondent was biased with the 3 Committee members since there are other members of the Committees with loans which are at a loss and none of the Committee members had a performing loan, clearly demonstrating a biased loan performance classification criteria. 70.The Claimants aver that the 1st Respondent cannot be partisan in application of the law governing it by discriminating some members in that it has allowed some Committee members who are defaulters to be on the Board and refused to allow others with the same status. It cannot also claim that the Claimants do not qualify to be its members as per its by-laws and other relevant laws. 71.The Claimants aver that a Committee/Board Member who is also a Member of the Sacco has standing to challenge election results under Section 76 of the Co-operative Societies Act, Cap 490, by filing a petition at the Co-operative Tribunal. 72.The Claimants aver that the cooperative officer failed to follow due process of removal of the unlawfully ousted officials; that there was no Notice to show cause issued; that the officer did not allow the members to respond to the same and not providing the right of Appeal as required under the governing laws. 73.The Claimants aver further that the loans are issued by an Independent Credit Committee consisting of 3 members and the 1st Claimant has never been a Credit Committee Member as to have any influence whatsoever on the decisions of the Committee. Hearing Claimant’s Case 74.The Claimant’s witness CW1, Murimi Mbae, adduced sworn evidence at the hearing and stated that he runs matatu business under Nangki Sacco, the 1st Respondent of which he is a member; that before 21/06/2025, he was Chairman of the 1st Respondent and a member of the Central Management Committee, having held the position of Chairman from 2010 to 2015; that he signed a witness statement dated 30/06/2025 and a further witness statement dated 10/09/2025 and adopted both as his evidence in Chief. 75.CW1 stated further that there is a difference between the Claimants’ list of documents and the 1st Respondent’s list of documents in that at Minute 12 of both lists, Lawrence Kirunja Njeru, Jasper Mutugi Mbae and Gakuru were proposed and seconded by different people at the election; that in the minutes, No Votes indicates that no voting took place; that there was no room to propose more members; that the Minutes were altered by the former secretary. Valentine, who added proceedings which did not happen; that there were substituted members; 76.CW1 further stated in his evidence in chief that Nicholas Mangenge resigned in August 2025 and there was a reconstitution; that the normal procedure for reconstitution is done is a meeting. 77.CW1 adduced further evidence in Chief that from the loan balance records of the 1st Respondent as from 31/12/2024 – 31/06/2025, the new Committee members were defaulters with non-performing loans; that it is not true that the loans were performing, the report is false; that the outgoing committee members were also defaulters; that from the record, Nicodemus Mutuku was a defaulter with a sub-standard loan, John Maina was a defaulter with a non- performing loan, Valentine Gacui was a defaulter whose loan was under watch. 78.CW1 explained that substandard, doubtful, under watch loans are loans which are not being repaid well. 79.Finally, CW1 stated that Omari Elvis is not a member, but was elected to the Management. 80.On cross examination, CW1 stated that he was elected as Chairman in the year 2010, when the 1st Respondent was registered and he was the first chairman and served for 14 years. 81.CW1 stated that his case is focused on 21/06/2025; that prior to 21/06/2025, elections were procedural. 82.The witness further stated that though he was a loan defaulter, he was eligible to be elected chairman on 21/06/2025; that he is aware of the By-laws in regard to servicing of loans by a management Committee member; that there is a procedure for removal of the official from the default list; 83.CW1 confirmed that the provisions of Articles 38 and 48 (1) of the 1st Respondent’s By-Laws that a defaulter in office is not eligible for membership and shall cease to hold office; that he was eligible as he did not have any other debt apart from the loan granted; that there was an inspection which specified him as a loan defaulter but he did not dispute the report in any court and he has not cleared the loan. 84.CW1 proceeded to confirm that he was present in the meeting on 21/06/2025 and was in charge of the meeting; that the only thing he was not satisfied with is the elections; that he prays for reinstatement because procedures were not followed in the conduct of the elections by the Commissioner; that he issued a 15 day notice for the said Annual General Meeting, but he did not have the notice with him; that he is disputing how the cooperative officer conducted elections as they were not conducted procedurally, there was no voting. 85.CW1 further stated that the handwritten Minutes taken by the Secretary, Valentine Gacui on 21st June, 2025, have no listed agenda and admitted further that the handwriting of Minutes 1-8 differs from the handwriting in the minutes thereafter. CW1 explained that Mr. Mwaniki took the Minutes when the Secretary was taking the members through the agenda. 86.CW1 stated that the elections took place and were conducted by Mary Wainaina and the elections were in the Agenda for the meeting; that after serving for three years, one was eligible for re-election as per procedure; that the people retiring by rotation are required to step aside after their names are presented to the Commissioner, then nominations are done and the nominees are vetted before the elections are conducted; that vetting was not done and that he was not one of the nominees; that on the said date, after the nomination was done, the presiding officer declared the nominees as officials and members did not get a chance to elect. 87.On Re-Examination, CW1 stated that Clause 38 (8) of the By-Laws provide that if a person owes the Sacco any other debt apart from the loan, they are not eligible for election; that the inspection report was not for the purpose of elections; that he was not removed after the report was made; that his complaint is not his removal, but that procedures need to be followed; that he would like the elections to be nullified as the elected officials were defaulters and no elections were held; that according to the Commissioner’s Report, 3 Management Committee Members were recommended for removal the following year. 1StRespondent’s Case 88.RW1, Eric Odero Ondigo adduced evidence on behalf of the 1st Respondent, relying on his Affidavit sworn on 06/08/2025 as his evidence in Chief. 89.RW1 further adduced oral evidence that on 21/06/2025, the Annual General Meeting went well until the Chairman was informed that he could not contest and problems started; that there were elections wherein Nicodemus Mutuku, Eric Odero Ondigo, Valentine Gacui, John Gakuru, Reuben Murira, Augustine Wachira, Elvis Omari and John Maina were elected; that he was elected the Secretary on 21/06/2025; that from the loan record as at 30/06/2025, he was not a loan defaulter, he was on the watch; that in regards to Minute 11, it was Julius Maina not John Maina who was not a member, there is no John Maina at Minute 11; that as per Minute 10, Julius Maina was the Operations manager, not a member; that John Maina and Elvis Omari were members; that the By-Laws do not allow non-members to be elected; that as per Minute 11(10), John Maina was reinstated before the election. 90.RW1 stated further that the Cooperative Officer recommended the removal of Management Committee members who were in default of their loans; that when Murimi Mbae, Kenneth Nyamari and Daniel Mwaniki were declared ineligible, for being loan defaulters, trouble started; Murimi Mbae did not have a vehicle; that as per the By-laws, a person joins the Sacco with a share capital and must have a vehicle; that the elections proceeded well and the Sacco is functioning well. 91.RW2, Lawrence Kahehu Kinuthia, adduced further evidence on behalf of the 1st Respondent and stated that the Annual General Meeting of 21/06/2025 was a peaceful meeting; that voting was by way of raising hands; that there were only three contestants; that Murimi Mbae had no vehicles for 14 years and bought some a month before the Annual General Meeting. 2ndRespondent’s Case 92.RW3, Mary Wainaina, adduced sworn evidence and stated that she is the Cooperative Officer in charge of the 1st Respondent; that she conducted an inspection into the conduct of the Respondent, whereby accompanied by an Auditor, Anne Njenga, they looked at the loans of the Committee and the members of the 1st Respondent; that they came up with a report which is before Court; that she received a notice dated 04/06/2025, of the Annual General Meeting for 21/06/2025 and election was part of the agenda; that three out of the 9 members of the Management Committee, namely, Murimi Mbae, Kennedy Nyarari and Daniel Mwaniki were not eligible to continue in the Committee as they were in default of payment of their loans and they were replaced as their loans were beyond recovery; that Committee Members also retired in that meeting but were eligible for re-election, they were proposed, not opposed and re-elected; that they followed the bylaws to the letter; that when she declared the positions of the three persons vacant, other people, namely, Nicodemus Mutuku, Elvis Omari and John Maina were nominated as stated in the Minutes of the Annual General Meeting and there was no opposition to them hence they were elected unopposed and so declared; that they recorded the election and reconstituted the office; that before the election, they vetted the nominees to confirm their membership and loan status; that John Maina was a member as he was reinstated by members in the Annual General Meeting before the election; that Societies sometimes have police in the Annual General Meeting; that the police, who were called by the Committee members, did not interfere with the Annual General Meeting of 21/06/2025. 93.On cross examination, RW3 stated that she had the duty to brief members about the rules of elections; that nomination is done on the floor and there was a proposer and a seconder; that she also determined eligibility of the nominees; that she inquired if there were other candidates, though she noted that the inquiry was not recorded; that the Secretary took the minutes, that RW3 does not take minutes; that the members raised hands during the nominations; that the number of candidates was equal to the required positions; that her understanding of Clause 38 is that a person is not eligible if they have not been paying their loans and that vehicle ownership is not a requirement for eligibility; that for confirmation of their eligibility, she did a consultation with the office, the manager and a staff member who had been present during the inspection; that the elected officials had performing loans; that beyond recovery is a bad debt, a lost loan; that she did not intentionally fail to write a letter of introduction of the new officials; that the police officers were not in the meeting Hall. 94.On further cross examination, RW3 adduced evidence that there were cases of loan non-servicing for over 3 months, including Murimi Mbae’s loan; that in terms of Section 28 (4) of the Cooperative Societies Act, Murimi was not eligible; that matatu operation is the main activity of the 1st Respondent; that if one does not own a vehicle, they lose the common bond; that suspension does not cease a person’s membership, expulsion does; that an unopposed candidate is a candidate elected unopposed; that she did not receive a notice that any aspirant in the election was locked out. 95.On clarification being sought by Tribunal member, RW3 stated that issues were raised in the 2024 elections, which led to the inspection soon thereafter; that there were many members in the meeting, but there were no other proposed candidates aside from the three nominated. 96.After the hearing, parties were directed to file written submissions in respect to their cases. The Claimant filed submissions dated 28th April, 2026 while the 1st Respondent filed submissions dated 5th June, 2026. Analysis and Determination 97.We have considered all the documents filed by the parties herein and have one issue for determination; that is whether or not the Claimants are entitled to the reliefs sought in the statement of Claim. 98.We note that the Claimants’ main complaint is that the elections held on 21/06/2025 were not conducted procedurally. The Claimants’ contention is that the persons elected were not qualified to be elected, that there was heavy police presence at the Annual General Meeting and that there was no election at all conducted on the said 21/06/2025. 99.The evidence on record shows that the notice convening the Annual General Meeting of 21/06/2025 was issued by the then Chairman, who is the 1st Claimant herein. The Notice dated 04/06/2025 contained the elections as Agenda number 12 thereof. 100.It is clear from the evidence that the Annual General Meeting took place on the said 21/06/2025 and that despite police being within the vicinity, we note that the police did not enter the meeting Hall and did not interfere with the meeting. Further, we note that no specific report of intimidation of members was made or registered. 101.The Claimants claim that the election process was flawed and that the new officials were declared elected without declaring vacancies and inviting nominations; that members did not decide how to vote and did not vote. However, the 1st and 2nd Respondents have vehemently stated that the elections duly complied with the provisions of the Co-operative Societies Act and the By-Laws of the Sacco and that the three former members of the Management Committee who were replaced were found to be ineligible to continue holding office or for re-election as they were in default of their loans; that nomination took place on the floor by way of raising of hands after proposal and seconding; that the nominees being unopposed, there nominees were therefore declared as elected. 102.It was stated by the 2nd Respondent that the loan defaults that rendered the former management Committee members ineligible were on loans that had not been serviced for over 3 months. We note that though By-Law 38 of the 1st Respondent alludes to uncleared debt other than in respect of a loan granted under the provision of any regulations under the Act, the Loan forms produced before the Tribunal do not make a distinction of the listed loans. The Tribunal will therefore take it that the loans herein do not fall under the exception to the By-law and the categorization of the loan status to performing, substandard, doubtful and loss, are for administrative and accounting purposes and for purposes of classification of the different stages of default. 103.Minute 12, 21/06/25 of the Minutes of the Annual General Meeting of 21/06/2025 relates to the 1st Respondent’s elections and contains details of the three Committee members who were replaced, the proposers and seconders of the entire committee and the three elected Committee Members. 104.It is trite that the evidence of an Annual General Meeting is in the Minutes thereof. 105.Whereas there is evidence in the Minutes of the General Meeting that John Maina was reinstated before the elections, no evidence has been produced by the Claimants to prove that Elvis Omari was not a member of the 1st Respondent as alleged by the Claimants. 106.Further, no evidence has been adduced by the Claimants to prove that the 2nd Respondent was biased, discriminative or actuated by an ulterior motive of disqualifying Murimi Mbae, Kennedy Nyamari and Daniel Mwaniki. The reasons for their disqualification has been stated severally in the documentary as well as the oral evidence of witnesses, as loan default. It is common knowledge that loan status changes every day, hence the 2nd Respondent’s averment that she consulted with the 1st Respondent’s office on the loan and membership status of the officials before the election. We have no reason to doubt that the 2nd Respondent would in her official capacity want to check the updated loan status of every member of the Management and Supervisory before the election, as she knew well that the loan status was the determining factor of eligibility to contest. 107.This Tribunal is satisfied that in conducting the election held on 21/06/2025, the By-laws and the Cooperative Societies Act were complied with substantially.Specifically, By -laws 30, 31, 35 of the Society By-laws and Section 27 of the Co-operative Societies Act were substantially complied with and the elections were valid. 108.It is therefore the Tribunal’s finding that the claim herein lacks merit. The same is therefore dismissed with costs to the Respondent. JUDGMENT DATED AND DELIVERED VIRTUALLY AT NAIROBI THIS 18TH DAY OF JUNE, 2026.HON. J. MWATSAMA CHAIRPERSON SIGNED 18/6/2026HON. BEATRICE SAWE MEMBER SIGNED 18/6/2026HON. FRIDAH LOTUIYA MEMBER SIGNED 18/6/2026HON. MICHAEL CHESIKAW MEMBER SIGNED 18/6/2026HON. P. AOL MEMBER SIGNED 18/6/2026Court Assistant - MutaiMr. Khavagali advocate for the ClaimantMr. Getange advocate for the 1st RespondentMr. Achola advocate for the 2nd RespondentMr. Khavagali advocate;Notice of Motion dated 30/5/2026 is overtaken by events. No orders as to costs.