[2025] KESDT 56 (KLR)

Ouko (Vice Chair Person) & another v Kariuki (Senior Vice Chairperson) & 9 others (Tribunal Case E010 of 2025) [2025] KESDT 56 (KLR) (Civ) (13 May 2025) (Ruling)

Neutral citation: [2025] KESDT 56 (KLR)

Republic of Kenya

In the Sports Disputes Tribunal

Civil

Tribunal Case E010 of 2025

Benard Murunga Wafula, Chair, E. G. Kiplagat & A.M Owinyi, Members

May 13, 2025

Between

Jared Ouko (Vice Chair Person)

1st Appellant

Beatrice Kamau (Hon Secretary

2nd Appellant

and

John Kariuki (Senior Vice Chairperson)

1st Respondent

Allan Azegele (Chair Person)

2nd Respondent

Eric Karuga (Golf Captain)

3rd Respondent

Caroline Muguku (Lady Captain)

4th Respondent

Joyce Wamucii (Director)

5th Respondent

Rachel Ndei (Director)

6th Respondent

Shitul Shah (Director)

7th Respondent

Boniface Mungai (Director)

8th Respondent

Elizabeth Ngethe (Director)

9th Respondent

Vetlab Sports Club

10th Respondent

Ruling

1. The 1st and 2nd Appellants in this matter currently serve as Vice Chairperson and Honorary Secretary of the Vetlab Sports Club (“the Club”) respectively. Both are long-standing members of the Club, with the 1st Respondent having been a member for approximately 25 years whilst the 2nd Respondent has been one for about 15 years. They were elected to their respective offices during the Club elections held on or about 27th December 2024. The Appellants are also active golfers and bring this appeal in their official capacities, challenging the actions by the Club’s leadership which they allege threaten both their positions and the proper governance of the Club.

2. The 1st to 9th Respondents constitute the other officials and Board of Directors of the 10th Respondent and are the subject of the present appeal arising from their attempt to initiate disciplinary proceedings against the Appellants.

3. The 10th Respondent is a Sports Club whose objectives include the promotion and development of golf and other sporting activities.

Background 4. The dispute before this Tribunal involves governance at Vetlab Sports Club, particularly in the context of the tensions between the Appellants, who are elected officials of the Club, and the other members of the Board led by the 1st Respondent, as Chairperson. The Appellants were elected into office on or about 27th December 2024 and have since raised concerns about the leadership style and actions of the 1st Respondent, which they claim are contrary to principles of transparency, accountability, and due process.

5. The 2nd Appellant authored and circulated letters dated 28th January and 5th February 2025 to the general membership of the Club. These communications raised serious concerns about alleged financial mismanagement, unilateral decision-making by the 1st Respondent and failing to act in the best interest of the 10th Respondent. Additionally, on 27th January 2025, the 1st Appellant issued a video address to members echoing similar sentiments. These actions were perceived by the Respondents as having violated Clause 3. 2 of the Club’s Constitution, which mandates that all official correspondence to members must be made by the Honorary Secretary in consultation with the Chairperson.

6. In response to these communications, the 1st Respondent issued a letter dated 31st January 2025 addressed to the 2nd Appellant and the 10th Respondent’s Board, demanding withdrawal of the comments, and reminding her of the constitutional requirement to consult the Chairperson before issuing any official correspondence. He also emphasized the need for proper governance protocols to be observed and warned of the risks associated with continued unilateral communication.

7. Rather than initiating formal internal processes for resolving the dispute, the situation escalated when the 1st Respondent issued a notice on 25th February 2025 convening an Extraordinary Board Meeting (EBM) scheduled for the following day, 26th February 2025. The agenda included two key items:i.a request by the Chair of the Human Resource Committee to commence disciplinary proceedings against the 2nd Appellant, andii.a petition by the Chairperson to suspend and institute disciplinary action against both Appellants.Notably, the 1st Appellant was not referenced in the original petition, and the inclusion of his name in the meeting’s agenda raised questions about the objectivity of the process.

8. The Appellants protested the notice, arguing that it was procedurally flawed, unlawful, and issued in bad faith. They pointed out that the Chairperson, being the complainant, could not legitimately convene or preside over a meeting deliberating a matter in which he had a personal stake. They also noted that the notice violated Clause 10. 2(b) of the Club’s Board Charter, which requires at least two days’ notice for any special board meeting. The fact that the notice was issued on 25th February for a meeting on 26th February, and included matters that could significantly impact the Appellants’ status, reinforced their concerns about lack of due process.

9. On 26th February 2025, the Appellants filed an Appeal and a Notice of Motion before this Tribunal seeking urgent injunctive relief to restrain the Board from proceeding with any disciplinary action until proper procedures, including the right to a fair hearing, were followed. They contended that the actions taken by the 1st Respondent were a premeditated attempt to remove them from office for raising governance issues, rather than legitimate disciplinary actions founded on rule-based misconduct.

10. In the midst of the pending proceedings, the Respondents escalated matters by issuing further notices for an Extraordinary General Meeting (EGM) scheduled for 2nd April 2025 to conduct fresh Board elections, and a Special General Meeting (SGM) scheduled for 9th May 2025, whose agenda included a proposal to remove the 2nd Appellant from office. The Appellants viewed these subsequent developments as attempts to undermine the Tribunal’s jurisdiction, preempt its decision, and defeat the subject matter of the appeal through parallel internal maneuvers. They filed two further applications dated 26th March and 14th April 2025 respectively, alleging contempt of the Tribunal’s interim orders, procedural irregularity, and abuse of power by the Respondents.

11. In response, the Respondents filed a Preliminary Objection and a formal application dated 14th March 2025, asserting that the appeal was incompetent, premature, and outside the Tribunal’s jurisdiction. They argued that since no disciplinary action had yet been taken against the Appellants, and internal dispute resolution mechanisms had not been exhausted, the matter was not ripe for determination. They also maintained that the convening of the EBM was lawful and within the Chairperson’s authority.

The Respondent’s Submissions 12. In their submissions, the Respondents contend that the Appeal is fundamentally defective and should be struck out at the outset for being prematurely filed. Their central argument is that the Tribunal’s jurisdiction under Section 58 of the Sports Act can only be invoked in respect of final decisions, particularly disciplinary outcomes or matters directly affecting a member’s rights, not preparatory steps such as issuing a notice to convene a Board meeting.

13. They assert that no disciplinary action has been taken against either Appellant. The EBM convened for 26th February 2025 was, in their view, merely intended to deliberate on whether there was a basis to initiate disciplinary proceedings not to conduct a disciplinary hearing or issue any decision. As such, there is no decision capable of appeal within the meaning of Section 58(1)(a)(i) of the Sports Act.

14. The Respondents maintain that the Appellants’ fear of disciplinary proceedings or removal from office is speculative and amounts to a pre-emptive challenge to internal governance mechanisms. They argue that allowing parties to challenge every preliminary step of internal processes would open the floodgates to disruptive litigation and prevent clubs from functioning effectively.

15. On the issue of jurisdiction, the Respondents submit that this Tribunal’s mandate is confined to sports-related disputes, particularly those that affect participation in sports or that arise from decisions of registered sports organizations. They argue that Vetlab Sports Club, although a sporting entity, is not registered under the Sports Act as a national sports organization or umbrella body and is therefore not subject to the Tribunal’s jurisdiction in non-sporting governance disputes.

16. The Respondents further argue that the Appellants failed to exhaust the Club’s internal dispute resolution mechanisms as required under Clauses 5C and 14 of Vetlab’s Constitution. These clauses provide for internal procedures including complaint referral to a Disciplinary Committee, a right of hearing, and the right to appeal within the Club’s structures before resorting to external dispute resolution.

17. The Respondents cited the case of Secretary, County Public Service Board v Hulbhai Gedi Abdille and Awino v Ministry of Sports that reinforced the principle that where internal remedies exist, they must be exhausted before an appeal is brought to a tribunal or court. They argued that the principle in the above precedent is that exhaustion is not merely procedural but a jurisdictional requirement, unless exceptional circumstances are proven.

18. On the issue of the EBM, the Respondents assert that the Chairperson was duly authorized to convene the meeting under Clause 9. 2(a) of the Board Charter, which allows the Chairperson to call and chair all meetings of the Board. They argue that it was the 2nd Appellant’s own repeated refusal to follow communication protocols that necessitated the intervention of the Chairperson, and that the Doctrine of Necessity applied in this context to fill the governance gap.

19. The Respondents also deny that there was any procedural unfairness or breach of natural justice, noting that the meeting in question never took place due to the Tribunal’s interim orders. Therefore, no adverse action was taken, and the Appellants were not denied an opportunity to be heard. They argue that the claim of bias or lack of impartiality is speculative at best and cannot form the basis of a valid appeal.

20. Furthermore, the Respondents take issue with the multiplicity of applications filed by the Appellants. They submit that the applications dated 26th March and 14th April 2025, which sought injunctive relief against the EGM and SGM respectively, were improperly before the Tribunal. They argue that a party cannot seek interlocutory injunctive relief in the absence of a substantive prayer for a permanent injunction in the main appeal.

21. In conclusion, the Respondents submit that the entire appeal is a misuse of the Tribunal’s process, aimed at stalling internal disciplinary scrutiny and the legitimate exercise of governance functions by the Board and members of the Club. They urge the Tribunal to uphold their Preliminary Objection, strike out the appeal in its entirety, and award costs to the Respondents.

The Appellants/applicant’s Submissions 22. The Appellants oppose the Preliminary Objection and maintain that their appeal is properly before the Tribunal. They argue that the dispute at hand is fundamentally a sports-related governance dispute within the jurisdiction of the Sports Disputes Tribunal as provided under Section 58 of the Sports Act. They assert that the actions of the Respondents, if left unchecked, would have a direct bearing on their positions as elected officials, and by extension, on the proper functioning of the 10th Respondent as a sporting institution.

23. The Appellants, in their submissions, submitted that while no final disciplinary action has been taken against them, the steps initiated by the Respondents including a petition to suspend them and notices for meetings seeking their removal are not benign or speculative, but rather constitute an imminent and deliberate effort to oust them from office without due process. They argue that a Tribunal does not need to wait until a process has concluded before intervening, particularly where the process is manifestly flawed or prejudicial from inception.

24. Addressing the issue of prematurity, the Appellants rely on the doctrine of anticipatory breach of natural justice, submitting that when the internal processes are clearly structured in a way that precludes fairness, or where the accused will be subjected to a tainted or biased forum, then the Tribunal is entitled to intervene at the earliest stage to prevent a miscarriage of justice. They argue that waiting for a “final decision” in such a context would render any eventual recourse futile or academic.

25. On the question of exhaustion of internal dispute resolution mechanisms, the Appellants argue that the Club’s mechanisms are neither functional nor impartial. They point out that the same individuals who initiated the process against them specifically the 1st Respondent also exercise control over the internal structures of discipline, effectively acting as judge, jury, and executioner. They further note that Clause 14 of the Constitution permits appeals to the Board, the same body they accuse of bias thus undermining the very object of independent resolution.

26. The Appellants maintain that the Chairperson acted ultra vires in unilaterally issuing the notice of the Extraordinary Board Meeting scheduled for 26th February 2025, contrary to the Board Charter which requires a minimum of two days’ notice and prescribes that the Secretary, not the Chair, shall issue notices after consultation. They argue that the Chairperson was not only conflicted, having been the subject of complaints by the 2nd Appellant, but also lacked legal authority to both initiate and preside over a meeting whose core purpose was to consider his own grievances.

27. The inclusion of the 1st Appellant in the agenda of the EBM is also challenged by the Appellants, who note that he was not referenced in the original petition by the 1st Respondent. They argue that his inclusion without any supporting complaint or investigation demonstrates bad faith, predetermined intent, and a misuse of governance powers to neutralize internal dissent.

28. Regarding the notices for an Extraordinary General Meeting (EGM) and Special General Meeting (SGM), the Appellants submit that these were issued in contempt of the Tribunal's interim orders and with the clear intention of undermining the appeal. They argue that the EGM scheduled for 2nd April 2025 and the SGM scheduled for 9th May 2025 were improperly convened, based on dubious reliance on constitutional provisions that are only applicable in instances of vacancy or incapacity, neither of which applied to the Appellants at the time.

29. The Appellants assert that the cumulative effect of these actions, the improperly convened EBM, the rushed notices, and the selective reading of the Constitution, demonstrate a pattern of institutional aggression designed to suppress dissent and avoid accountability. They submit that the Tribunal’s intervention is necessary to safeguard not just their rights, but also the integrity of the Club’s governance and democratic principles.

30. On the issue of injunctive relief, the Appellants argue that although they have not specifically sought a permanent injunction in the prayer clause of their original memorandum, their overall pleadings seek substantive declaratory relief, and the applications for injunction are therefore necessary to preserve the subject matter of the appeal. They ask the Tribunal to adopt a flexible approach in the interest of substantive justice, rather than defeat the application on technicalities.

31. In conclusion, the Appellants submit that the Preliminary Objection lacks merit both procedurally and substantively. They urge the Tribunal to dismiss it, find that exceptional circumstances exist warranting departure from the doctrine of exhaustion, and proceed to determine the merits of the appeal. They also call for the Tribunal to issue strong guidance on fair disciplinary procedures within sports clubs, to prevent elected officials from being removed arbitrarily or vindictively.

Issues For Determination 32. Based on the foregoing, the issues to be determined by the Tribunal are;i.Whether the Appeal is properly before the Tribunal, considering questions of jurisdiction, prematurity, and the requirement to exhaust internal dispute resolution mechanismsii.Whether the conduct of the Respondents including the manner of convening meetings and attempts to discipline or remove the Appellants warrants the Tribunal’s intervention, and what directions, if any, should be issued to safeguard procedural fairness and good governance within the Club

Analysis i. Whether the Appeal is properly before the Tribunal, considering questions of jurisdiction, prematurity, and the requirement to exhaust internal dispute resolution mechanisms 33. The question of whether this Appeal is properly before the Tribunal requires a comprehensive examination of three interrelated aspects: The Tribunal’s jurisdiction over the matter, the timeliness of the application, and whether the Appellants were required to exhaust internal dispute resolution mechanisms before approaching this forum. This Tribunal, like any adjudicative body, must be satisfied of its jurisdiction at the outset before proceeding to determine the substantive matters in dispute.

34. The Respondents have raised a two-pronged objection: first, that the subject matter falls outside the scope of disputes contemplated under Section 58 of the Sports Act, and second, that the Tribunal consequently lacks the requisite jurisdiction to entertain the appeal. At the core of this objection is the Respondents’ assertion that Vetlab Sports Club, being registered under Societies Act rather than Sports Act, falls outside the jurisdictional purview of this Tribunal.

35. The jurisdiction of the Sports Disputes Tribunal is circumscribed under section 58 of the Spots Act, which provides as follows:58. Jurisdiction of the TribunalThe Tribunal shall determine—(a)appeals against decisions made by national sports organizations or umbrella national sports organizations, whose rules specifically allow for appeals to be made to the Tribunal in relation to that issue including —(i)appeals against disciplinary decisions;(ii)appeals against not being selected for a Kenyan team or squad;(b)other sports-related disputes that all parties to the dispute agree to refer to the Tribunal and that the Tribunal agrees to hear; and(c)appeals from decisions of the Registrar under this Act.

36. It is instructive to note that the Sports Act is described as “an Act of Parliament to harness sports for development, encourage and promote drug-free sports and recreation; to provide for the establishment of sports institutions, facilities, administration and management of sports in the country, and for connected purposes.” This broad articulation of purpose underscores the comprehensive regulatory framework envisioned for sports governance in Kenya.

37. The immediate question before this Tribunal is whether the dispute between the parties should be viewed through the lens of general club governance or as a sports-related dispute falling within the statutory mandate of the Tribunal. This question is particularly pertinent given Vetlab Sports Club’s operation as a multi-faceted entity with sport, particularly golf, as its central activity.

38. We must therefore determine whether this dispute is properly situated within our statutory mandate as prescribed by the Sports Act, or whether it falls outside our purview as contended by the Respondents.

39. The Respondents have argued that having not been registered under the Sports Act, Vetlab Sports Club is not subject to the Tribunal’s jurisdiction. However, the 10th Respondent is a registered club under the Societies Act. Among its objectives as per clause 2A (d) and (e) is a s follows: -“d)To encourage participation in the game of golf and other sports to enhance the general wellbeing of members.e)To provide opportunities through its various programs for the participation of members and the improvement of their sporting and golfing skills and capabilities.”

40. While the Respondents correctly note that Vetlab Sports Club is registered under the Societies Act rather than directly under the Sports Act, this fact alone does not exempt it from the regulatory framework established by the Sports Act, which applies to all sporting activities and entities in Kenya. The Sports Act was enacted to harmonize and standardize the governance of sports across the country, and its provisions should be interpreted purposively to achieve this objective.

41. The dispute before us is fundamentally a sports-related governance dispute. Vetlab Sports Club is primarily a sporting institution whose objectives include the promotion and development of golf and other sporting activities. The Appellants are office bearers whose responsibilities directly impact the management and conduct of sporting activities at the club. Any attempt to remove them from office or restrict their functions would invariably affect the sporting aspects of the club’s operations.

42. Section 49 of the Sports Act, which sought to address the transition of existing sports organizations, states“49. Transition of existing sports organizations(1)A sports organization, which was duly registered under the Societies Act (Cap. 108) and existing immediately before the commencement of this Act shall be required to apply for registration under this Act within one year after the commencement of this Act.”

43. Therefore, the 10th Respondent failed to honor the transitional provisions of the Sports Act required existing sports organizations to transition to the new regulatory regime within the one-year timeframe. The fact that the 10th Respondent did not fully comply with this requirement cannot be used as a shield to evade regulatory oversight. To accept such an argument would be to reward non-compliance and create a perverse incentive for sports entities to remain outside the regulatory framework deliberately.

44. In Appeal No SDTSC E006 Of 2023, Purity Njoki & Another v Kenya National Sports Council & Others, this Tribunal held that:55. What was the intention of the legislature in prescribing Section 49 of the Act? To our mind, the section was directory and clear on the repercussions that would ensue from non-compliance; status of unlawfulness. In Football Kenya Federation v Sports Registrar & 64 others (Interested Parties), Case No. 3 and 5 of 2020 it was stated as follows:113As far back as 1877, Lord Penzance observed as follows in Howard v Boddington [1877] 2 P.D. 203 on the distinction drawn between requirements which were 'imperative' on the one hand and 'directory' on the other: "The real question in all these cases is this: A thing has been ordered by the legislature to be done. What is the consequence if it is not done? … There may be many provisions in Acts of Parliament which, although there are not strictly observed, yet do not appear to the court to be of that material importance to the subject matter to which they refer, as that the legislature could have intended that the non-observance of them should be followed by a total failure … On the other hand, there are some provisions in respect of which the court would take the 11 opposite view… I believe, as far as any rule is concerned, you cannot safely go further than that in each case you must look to the subject matter; consider the importance of the provision that has been disregarded, and the relation of that provision to the general object intended to be secured by the Act; and upon a review of the case in that aspect decide whether the matter is what is called imperative or only directory." [210-211].

45. Undeniably, the 10th Respondent is a registered club under the Societies Act and among its objectives as per clause 2A (d) and (e) are as follows: - d) To encourage participation in the game of golf and other sports to enhance the general well-being of members. e) To provide opportunities through its various programs for the participation of members and the improvement of their sporting and golfing skills and capabilities.Therefore, golf is the basis of existence of the 10th Respondent and equally participation in the sport is the substance of this dispute. The Tribunal can therefore not divorce the Appeal before it from its overall jurisdiction over sports disputes.

46. The Tribunal therefore finds that Vetlab Sports Club, being an entity engaged primarily in sporting activities, falls within the ambit of Section 58 of the Sports Act for purposes of sports-related disputes, including governance disputes that directly impact the management and conduct of its sporting functions. The 10th Respondent cannot use its own non-compliance with transitional requirements to challenge the regulatory jurisdiction established by Parliament.

47. The Tribunal therefore has the substantive jurisdiction to hear and determine the matter owing to its falling within the disputes between officials of a sports organization and in effect, am issue that can affect the governance of a sports organization.

48. What then is important is then to look at the issue of procedural jurisdiction. The question of prematurity is central to this dispute and requires careful consideration of the balance between preserving the integrity of internal club processes and protecting individual rights against procedural unfairness.

49. The Respondents argue that since no disciplinary action has yet been taken against the Appellants, and the Extraordinary Board Meeting of 26th February 2025 was merely intended to deliberate on whether to initiate disciplinary proceedings, there is no decision capable of appeal within the meaning of Section 58(1)(a)(i) of the Sports Act. The Appellants, on the other hand, contend that the steps initiated by the Respondents constitute an imminent and deliberate effort to oust them from office without due process, warranting the Tribunal’s intervention at this early stage.

50. The Tribunal notes that Section 58(1)(a)(i) specifically refers to “appeals against disciplinary decisions.” The ordinary meaning of this phrase suggests that a disciplinary decision must have been made for an appeal to lie to this Tribunal. The record before us indicates that no such decision had been made at the time of filing this appeal. The Extraordinary Board Meetings scheduled for 26th February 2025 and 9th May 2025 were never held due to the interim orders issued by this Tribunal, and therefore no disciplinary action was taken against either Appellant.

51. While the Appellants have invoked the doctrine of anticipatory breach of natural justice, arguing that the Tribunal should intervene to prevent a miscarriage of justice, this argument, persuasive as it may be in certain contexts, must be balanced against the principle of institutional autonomy and the presumption of regularity in administrative proceedings. The Tribunal must be cautious not to substitute its judgment for that of the club’s internal governance bodies before they have had an opportunity to exercise their mandate.

52. The Tribunal is therefore of the opinion that premature interventions can potentially undermine the internal governance mechanisms of sporting organizations. This Tribunal is therefore of the opinion that it should exercise restraint and allow internal processes to run their natural course before external adjudication.

53. The jurisprudence on anticipatory breach of natural justice typically requires clear and compelling evidence that the process is irremediably tainted or structured in a way that precludes fairness. While the Appellants have raised legitimate concerns about potential procedural irregularities, including the manner in which the EBM was convened and the apparent conflict of interest involving the 1st Respondent, these concerns, serious as they are, do not meet the high threshold required for preemptive intervention.

54. The doctrine of anticipatory breach of natural justice, while compelling, does not automatically vest jurisdiction in this Tribunal. The Appellants’ fears, though potentially legitimate, must be balanced against the principles of institutional autonomy and the need for internal dispute resolution mechanisms to function without constant external interference. Mere speculation about potential bias or unfairness is insufficient to trigger pre-emptive judicial intervention.

55. The Tribunal is therefore concerned about the potential for disrupting internal governance processes. Allowing appeals at such a preliminary stage would effectively paralyze an organization’s ability to manage its internal affairs. The Respondents’ argument that such pre-emptive challenges could open “floodgates to disruptive litigation” has considerable merit and aligns with established legal principles of institutional autonomy.

56. While the Appellants have raised serious concerns about potential procedural irregularities, the appropriate first recourse is to engage with the Club’s internal dispute resolution mechanisms. The presence of potential bias or procedural impropriety does not automatically justify bypassing these internal processes.

57. Further, the principle of justifiability demands that a dispute be ripe for adjudication. In the present matter, the challenged events which is the Extraordinary Board Meeting and the proposed disciplinary proceedings have not yet transpired. The Appellants are essentially seeking preemptive relief based on anticipated, not actual, administrative actions. This approach fundamentally contravenes the established legal principle that courts and tribunals adjudicate on concrete decisions, not speculative scenarios.

58. Section 58 of the Sports Act and established jurisprudence require that an appeal must be against a definitive decision that materially affects the rights of the parties. In this instance, no such decision exists. The Extraordinary Board Meeting was not concluded, no disciplinary action has been initiated, and the EBM and the EGM remain prospective events. The Tribunal cannot and should not intervene in hypothetical scenarios, no matter how potentially problematic they may appear.

59. The Tribunal is therefore constrained to find that the appeal is premature. The proper course would have been to allow the internal processes to unfold and only approach the Tribunal if and when an adverse disciplinary decision was made against the Appellants. This approach would respect the principle of exhaustion of internal remedies while preserving the right of appeal against any actual decision that might be made.

60. The doctrine of exhaustion of internal dispute resolution mechanisms is a well-established principle in administrative law. It requires that parties must first exhaust available internal remedies before seeking judicial or quasi-judicial intervention. This principle is not merely a procedural technicality but serves important purposes: it respects the autonomy of institutions, allows for self-correction within the organization, promotes efficiency by resolving disputes at the lowest possible level, and ensures that courts and tribunals do not unduly interfere with administrative processes.

61. The Respondents have cited Section 5(c) and 14 of Vetlab’s Constitution, which provide for internal disciplinary procedures including referral to a Disciplinary Committee, the right to a hearing, and the right to appeal within the Club’s structures. They argue that these mechanisms have not been exhausted, rendering the appeal to this Tribunal premature and incompetent.

62. The Appellants, however, contend that the Club’s internal mechanisms are neither functional nor impartial. They point to the fact that the 1st Respondent, who initiated the process against them, also exercises control over the internal structures of discipline. They further argue that Clause 14 of the Constitution permits appeals to the Board, the same body they accuse of bias, thus undermining the efficacy of the internal resolution mechanism.

63. The doctrine of exhaustion must indeed be examined in light of the effectiveness of the available remedies. The law does not require futile attempts at exhaustion where the available mechanisms are demonstrably ineffective, biased, or illusory. The question is whether the Appellants have established that the internal mechanisms at Vetlab Sports Club fall within this exception.

64. The Tribunal notes with significant concern that previous attempts by the Appellants to raise governance issues through internal mechanisms appear to have led directly to notices of dismissal rather than substantive engagement with the concerns raised. This pattern suggests that internal mechanisms may be functioning not as forums for genuine dispute resolution but as instruments for disciplinary measures against those who voice legitimate concerns about club management.

65. The record before this Tribunal indicates that when the 2nd Appellant, in her capacity as Honorary Secretary, circulated letters dated 28th January and 5th February 2025 raising concerns about alleged financial mismanagement and unilateral decision-making, the response was not to address these concerns through appropriate governance channels but to initiate steps toward disciplinary action. Similarly, when the 1st Appellant issued a video address echoing similar sentiments, he too became subject to potential disciplinary measures.

66. These circumstances raise legitimate doubts about whether the internal mechanisms can provide an impartial forum for the resolution of the present dispute. There appears to be a concerning conflation of raising governance concerns with disciplinary infractions, suggesting that the club’s internal processes may be used as instruments to silence dissent rather than address substantive issues.

67. Nevertheless, while acknowledging these serious concerns, the Tribunal does not find that the doctrine of exhaustion should be completely set aside in this instance. Internal dispute resolution mechanisms serve important functions in maintaining the autonomy and self-governance of sports organizations, and bypassing them entirely should be done only in the most exceptional circumstances.

68. Rather, the Tribunal encourages the 10th Respondent to establish and maintain internal remedies that genuinely balance the interests of the club with the right of officials and members to a fair hearing before an impartial tribunal.

69. In the circumstances, while the doctrine of exhaustion of internal remedies remains applicable in principle, its application must be tempered by a realistic assessment of the effectiveness and impartiality of the available mechanisms. The Tribunal finds that there are legitimate concerns about the current internal mechanisms, but these concerns alone would not justify bypassing these mechanisms entirely, particularly given that no actual disciplinary decision has yet been made.

70. These findings are not an endorsement of the manner in which the Respondents have conducted themselves. For the avoidance of doubt, nothing in this ruling should be construed as preventing the Appellants from raising concerns about governance issues within the appropriate forums of the Club.

General 71. Before concluding on this issue, the Tribunal considers it necessary to provide certain important recommendations as allowed under the Sports Tribunal Rules 2022 at Rule 23(4). This is respect of the proper conduct of disciplinary proceedings within sports organizations, particularly where elected officials are concerned. This general guidance is offered in the interest of promoting good governance and ensuring that future disputes of this nature are handled with due regard to procedural fairness and the principles of natural justice.

72. Firstly, sports organizations must maintain a clear separation between the complainant and the adjudicator in disciplinary matters. The principle that no one should be a judge in their own cause is fundamental to procedural fairness. Where the head of an organization is either the complainant or the subject of a complaint, they should recuse themselves from any role in adjudicating the matter.

73. Secondly, the threshold for removing elected officials from office should be appropriately high since it is a very drastic action to take against an official who has been elected. Elected officials derive their mandate from the membership, and this mandate should not be easily overridden by administrative action. Removal from office should be reserved for serious misconduct or incapacity, not merely policy disagreements or personality conflicts.

74. Thirdly, sports organizations should embrace the principle of collective responsibility in implementing policies, even those that some individuals may not personally agree with. Dissent within a board or committee should be channeled constructively, and officials should not face removal solely for expressing legitimate concerns or disagreements or opinions that are not popular. Constructive criticism is an essential aspect of good governance.

75. Fourthly, where an official is alleged to have acted improperly, the appropriate first response is often censure or warning, accompanied by a notice to show cause why more serious action should not be taken. Immediate recourse to removal or suspension, without intermediate steps, may be disproportionate and undermine the democratic principles that should guide sports governance.

76. Fifthly, internal dispute resolution mechanisms must not only exist on paper but must be effective and impartial in practice. Where structural issues such as conflicts of interest arise, organizations should implement appropriate safeguards, such as the constitution of independent disciplinary committees, to ensure that the process is not only fair but is also seen to be fair.

77. Finally, sports organizations should be mindful that their actions are subject to external review, whether by this Tribunal under the Sports Act or by the courts. Adherence to procedural fairness and good governance principles is not merely a matter of internal policy but a legal requirement that will be enforced through appropriate legal mechanisms.

Conclusion 78. Having carefully considered all aspects of this issue, the Tribunal finds that while it does have substantive jurisdiction over sports-related governance disputes involving Vetlab Sports Club, the appeal is premature as no disciplinary decision had been made against the Appellants at the time of filing.

79. The principle of exhaustion of internal remedies applies, and although there are legitimate concerns about the internal mechanisms, these do not entirely negate the requirement to first attempt resolution through those channels.

80. It is a well-established principle of law that where a Tribunal determines it lacks jurisdiction to entertain a matter, or that the matter has been improperly placed before it, the Tribunal must refrain from examining the substantive merits of the case. Having found that this appeal is premature and therefore not properly before us, this Tribunal is precluded from considering or making determinations on the substantive merits of the Appellants’ case. To do otherwise would constitute an impermissible exercise of jurisdiction not vested in the Tribunal at this juncture.

81. Accordingly, the Tribunal makes the following orders:i.The Preliminary Objection dated 14th March 2025 is upheld on the ground of being premature.ii.The Tribunal dismisses the appeal without prejudice to the Appellants’ right to approach the Tribunal afresh if and when an actual disciplinary decision is made against them.iii.Each Party to bear its own cost.

DATED AND DELIVERED AT NAIROBI THIS 13TH DAY OF MAY, 2025BENARD WAFULA MURUNGA (PANEL CHAIR)........................................Edmond Gichuru Kiplagat (Member)........................................Allan Owinyi (Member)