[2025] UGHCCD 14

## **THE REPUBLIC OF UGANDA**

## **IN THE HIGH COURT OF UGANDA AT KAMPALA**

# **[CIVIL DIVISION]**

## **MISCELLANEOUS CAUSE NO. 0263 OF 2024**

**MUGISHA HASHIM MUGISHA:::::::::::::::::::::::::::::::::::::::::::::::::::: APPLICANT**

## **VERSUS**

- **1. UGANDA LAW SOCIETY** - **2. EDDIE NANGULU** - **3. MUNAABI PHILLIP** - **4. KALAALI STEVEN** - **5. DENIS KUSAASIRA ::::::::::::::::::::::::::::::::::::::::::::::::::::::::: RESPONDENTS** - **6. ELISON KARUHANGA** - **7. PROF. CHRISTOPHER MBAZIIRA** - **8. OCEN MILTON FRED**

#### **BEFORE: HON JUSTICE SSEKAANA MUSA**

#### **RULING**

This is an Application brought under the provisions of Section 37,40,41 and 42 of the Judicature Act Cap 16 (as amended), Rule 3A,4,5,6,7A (2) Section 98 Civil Procedure Act Cap 282 & Rules 3A,4,5,6,7A (2) of the Judicature (Judicial Review) Rules 2009 for the following orders and Judicial reliefs;

*1. A declaration that the decision of the 3rd Respondent dated 23rd November 2024 expelling Isaac K. Ssemakadde and Asiimwe Anthony as President and Vice President of the 1st Respondent respectively, was illegal and or ultra vires.*

- *2. A declaration that the decision of the 1st respondent's purported Council dated 24th November 2024 suspending Munaabi Phillip [3rd Respondent and Turyamusiima Geoffrey, the duly elected Secretary-ULS and Council member –Central Region respectively, was illegal and or ultra vires.* - *3. A declaration that the meeting and decision of the 1st respondent's purported Council dated 24th November 2024 were unlawful, irregular and procedurally improper.* - *4. A declaration that the decision by the 1st respondent's purported Council appointing the 2nd respondent an Interim Honorary Secretary is ultra vires and or illegal.* - *5. A declaration that the Notice dated 25th November 2024 calling for an Extra Ordinary General Meeting signed by the 2nd respondent is illegal, null and void.* - *6. An order of Certiorari be issued quashing the decision of the 3rd respondent expelling Isaac K. Ssemakadde and Asiimwe Anthony as President and Vice President of the 1st respondent respectively.* - *7. An order of Certiorari be issued quashing the decision of the 1st respondent's purported Council dated 24th November 2024 suspending Munaabi Phillip [3rd Respondent] and Turyamusiima Geoffrey and appointing the 2nd respondent as an interim honorary Secretary of the 1strespondent.* - *8. An order of certiorari be issued quashing and or setting aside the notice of the ULS Extraordinary General meeting dated 25th November 2024 issued by the 1st respondent.* - *9. An order of prohibition be issued restraining the 1st respondent from implementing the decision suspending Munaabi Phillip [3rd respondent] and*

*Turyamusiima Geoffrey from the ULS Council and appointing the 2nd respondent as an Interim Honorary Secretary of the 1st respondent.*

- *10. A permanent Injunction restraining the 1st and 2nd respondents from implementing the decision of the 1st respondent's purported Council dated 24th November 2024.* - *11. Costs of this Application be provided for.*

The application is supported by an affidavit from the applicant, outlining grounds but briefly are that:

- 1. That on 28th September 2024, the 1st respondent organized and or conducted elections to occupy the office of President, Vice President, Honorary Secretary, Central Representative, Western Representative, among others. - 2. That *Ssemakadde Isaac Kimaze, Assimwe Anthony, Munaabi Phillip* [3rd respondent], *Isiko Arthur, Turyamusiima Geoffrey, Samuel Muhumuza, Nangulu Eddie* [2nd respondent] and *Engaru Emmanuel* were returned by the election organ of the 1st respondent as the President, Vice President, Honorary Secretary, Treasurer, central Representative, Western Representative, Eastern Representative and Northern Representative respectively forming part of the members of the Council of the 1st respondent. - 3. That pursuant to Section 9 of the Uganda Law Society, the *Attorney General* and *Solicitor General* are statutory members of Council of the 1st respondent. The president of the 1st respondent in his communication titled "Executive Order RNB No. 1 of 2024" expelled the Attorney General and Solicitor General from the 1st respondent's Council. - 4. That on 22nd November 2024, the 3rd respondent issued a statement of affairs to members of the 1st respondent, among others involving the unbecoming conduct of the President.

- 5. That on the 23rd November 2024, the 3rd respondent illegally and acting ultravires issued an inconsequential order purportedly expelling the President and Vice President [Ssemakadde Isaac Kimaze and Asiimwe Anthony] respectively. - 6. That in retaliation, the 1st respondent's president on 24th November 2024 convened an online meeting comprised of six (6) Council members and made a decision suspending the 3rd respondent and the Central Representative of the 1st respondent. - 7. The 1strespondent's purported Council decision, dated 24th November 2024 appointed the 2nd respondent as an Interim Secretary. The Council paper which was convened on 24th November 2024 was circulated at least one week prior to the purported Council Meeting as required by the 1st respondent's Council Charter. - 8. That the 3rd respondent was never notified about the purported meeting and the 3rd respondent and Turyamusiima Geoffrey [Council representative Central Region] were never accorded an opportunity to be heard before they were purportedly suspended by the 1st respondent. - 9. That the law governing the 1st respondent does not give the Council, the President and Secretary powers to expel, suspend or discipline any Council member whatsoever, it is a preserve of members of the 1st respondent. - 10. That the 2nd respondent an elected Council member for Eastern Region cannot hold another duly elective position of the 1st respondent in any temporal capacity. - 11. It is in the interest of justice and equity that the orders sought by the Applicant in the Application be granted.

The 1st respondent filed its affidavit in reply through *Christine Awori*, the Chief Executive Officer to the 1st respondent, briefly stating that**;**

- 1. The court, in *Miscellaneous Cause No. 129 of 2023 Kalali Steven vs Uganda Law Society* ordered that the Uganda Law Society's representatives to the Judicial Service Commission and other similar statutory bodies must be elected by the membership. - 2. The 1st respondent's Council has, in a bid to comply with the said decision, scheduled an Extraordinary General Meeting on 17th December, 2024, to conduct the election of the Society's Representatives to the Judicial Service Commission. Nominations for the election were conducted, and the membership was anticipating the scheduled electoral exercise on 17th December, 2024. - 3. The current matter is filed to prevent the holding of the Society's Extraordinary General Meetings on frivolous and vexatious grounds. The Uganda Law Society Act does not require that notices for members of the Society be specifically signed by the Secretary, and meetings are convened by the Council. - 4. That a void document issued by the suspended secretary, Phillip Munaabi, which purported to expel the president and vice president, has no legal or practical effect. It is stated that both office holders are performing their duties as they were elected to perform. - 5. That the orders sought in the application are largely cosmetic, except for the orders calculated to block the conduct of the Extraordinary General Meeting. She claims that the orders are calculated to aid the 4th Respondent, Phillip Munaabi, who has dissociated himself from the Council of the 1st Respondent. - 6. The said Phillip Munaabi, by virtue of the void document he circulated, made it clear that he did not wish to associate with or be part of the Council of the 1st respondent. The majority of Council members proceeded with the business of the Uganda Law Society and appointed an acting Secretary

pending resolution by the Membership regarding the proposed removal of Phillip Munaabi from Council.

- 7. The applicant and the 3rd respondents are said colluding to prevent the holding of the Extraordinary General Meeting in order to consider accounts of the Society and conduct the election of Society Representatives to the Judicial Service Commission. - 8. The 1st respondent's members will be gravely prejudiced if they are denied the opportunity to elect their representatives to the Judicial Service Commission and consider the accounts of the Society for the previous financial year.

#### *The 2 nd respondent filed his affidavit in reply to the application, briefly stating that;*

- 1. The term of office for the current representatives to the Judicial Service Commission ends on 21st January 2025, making it necessary for the ULS membership to elect new nominees. That any delays would be a constitutional omission, and the current litigation is seen as an attempt to frustrate this process. That the issues raised by the applicant can be addressed during the extraordinary general meeting. - 2. The nominations for the Judicial Service Commission have been completed, and the membership is anticipating the election on 17th December, 2024. That an Extraordinary General Meeting is scheduled for the same date for members to consider the accounts of the ULS. - 3. The financial accounts of the previous council have not been reviewed or adopted by the membership, which raises concerns about the ULS's financial management and accountability. That anomalies in the books of accounts were identified at the most recent Annual General Meeting, necessitating their consideration at the Extraordinary General Meeting. - 4. That the ULS has incurred significant expenses for the Extraordinary General Meeting, including venue hire and election materials**.** That the current application is viewed as an attempt to prevent the meeting and scrutiny of past financial decisions.

- **5.** The instant application is primarily designed to prevent scrutiny by membership of financial decisions taken by the past leadership, which constitutes a grave affront to the rights of membership**.** - 6. The suspension of the 3rd respondent by Council, the said Phillip Munaabi, has disassociated himself from the ULS Council. That the applicant and the 3 rd respondents are accused of colluding to prevent the Extraordinary General Meeting, which is scheduled to consider accounts and conduct the election for the Judicial Service Commission representatives. - **7.** That the 1st respondent's member's rights will be violated if they are denied the opportunity to elect their representatives and review the financial accounts**.**

*The 3rd Respondent filed his affidavit in reply to the Application, but briefly stating that;*

- 1. The 1st respondent's president's conduct became unreasonably wild by him among others issuing two Executive Orders, one expelling the Attorney General and Solicitor General's representatives on the 1st respondent's Council and the second one recalling the 1st respondent's representative out. - 2. That the president continued to use vulgar and condescending language against the person of the DPP, Lady Justice Jane Frances Abodo significantly causing tremendous damage to the reputation of the 1st respondent. - 3. That in reiteration to his utterances having put the institution in disrepute, several stakeholders demanded for an apology from the president of the 1st respondent which did not come forth. As a result, as secretary I issued an official statement on state of affairs. - 4. That on 24th November, 2024 the president of 1st respondent-Ssemakadde Isaac Kimeze together with 5 other council members well aware that there is no duly constituted council, without notice or hearing from me and central Representative, convened an online meeting in which they purportedly decided to suspend me and Turyamusiima Geofrey. They illegally and irregularly appointed the 2nd respondent as "Interim Secretary" without any special circumstances to warrant the same.

- 5. The said unlawful meeting held on 24th November 2024, improperly constituted 1st respondent's council decided to call for nomination and election of representatives of the 1st respondent to Judicial Service Commission. To be held on 17th day of December 2024. They also decided to requisition for an Extra Ordinary Meeting to remove me and Turyamusiima. - 6. That the 1st respondent's council conducts its business governed by ULS Charter which was not followed in calling the said meeting. The said call for the Extra Ordinary Meeting for nominations was immature since the term was expiring on 21st January 2025. The EGM was only convened to fulfil the Executive Orders of the 1st respondent's perfunctory Executive Orders. - 7. That there is no general meeting of members that has ever been constituted to dismiss the council members from their positions and there has never been any requisition from the membership of the Uganda Law Society to call for the same. - 8. That the Secretary has since been denied access to all Uganda Law Society Council for a to wit; official mailing list and WhatsApp contacts of council and the 1st respondent.

*The 4th Respondent-Kalali Steven filed his affidavit in reply to the application, briefly stating that;*

- 1. The Notice of EGM is not a decision. - 2. The Uganda Law Society Act, the Uganda Law Society Council (the "Council") has the legal mandate to convene an extra-ordinary meeting at any time at its discretion. - 3. That under the Uganda Law Society Regulations, SI 276-1, five members of Council constitute a quorum for the transaction of Council business.

- 4. The decision of Council was clearly taken on 24th November 2024, acting by a majority of six (6) members, decided to convene the EGM on 17th December 2024. - 5. The Council, acting by a majority of six (6) members categorically repudiate Annexure "E" (State of Affairs in Uganda Law Society) and Annexure "F".

The 5th Respondent-Denis Kusaasira filed his affidavit in reply to the Application, briefly stating what the 4th respondent stated.

*The 6th Respondent-Elison Karuhanga filed his affidavit in reply to the Application stating that;*

- 1. The 1st respondent scheduled an Extraordinary General Meeting for 17th December 2024. This meeting was intended to conduct an election for the position on the Judicial Service Commission in which Iam a candidate. - 2. That I was shocked to receive this Application (Misc. Cause No. 263 of 2024) attempting to frustrate the ULS members' right to choose their representatives on the Judicial Service Commission, viewing it as premature and misconceived. - 3. The supporting affidavit of the application is fatally defective as it is married with falsehoods, conjectures, contradictions, and hearsay. He also points out that the 1st respondent ensures that vacancies on the Judicial Service Commission are communicated to all members. - 4. The ULS communicated the Judicial Service Commission vacancies on November 25th, 2024, including a notice for the Extraordinary General Meeting. - **5.** That the Uganda Law Society Act does not require that notices for meetings of members of the society be strictly and specifically signed by the secretary**.** - 6. The ULS Council has the legal mandate to convene meetings, including Extraordinary General Meetings**,** at their discretion. He indicates that the decision to convene the meeting on 17th December was made by the ULS Council.

- 7. That under the Uganda Law Society Regulations, S. I 276-1, a quorum of five members is enough for the ULS Council to conduct its business. He also argues that the notice calling for the Extraordinary General Meeting was not defective. He further states that the purported Council Charter submitted by the applicant is not an official document because it is not signed by the council nor published as a statutory document. - 8. The entire application is an abuse of the court process, aiming to prevent the ULS from managing its affairs lawfully. He highlights that the current nominees' terms on the Judicial Service Commission are ending, and their positions are up for election. He adds that the ULS Election Committee issued a notice to members seeking interest to replace the current nominees. - 9. The application is defective as it fails to point out any illegality concerning the notice for the Extraordinary General Meeting. He adds that the application is an attempt to stop the meeting on unmerited grounds and emphasizes that granting the orders would create an administrative vacuum and improperly constitute the Judicial Service Commission which is against the constitution.

*The 7th Respondent-Prof Christopher Mbazira filed his affidavit in reply to the Application, but briefly stating that;*

- 1. The contents of paragraphs 7, 8, and 17 of the applicant's affidavit are misleading. That the Attorney General and Solicitor General have been uninterested in the affairs of the 1st Respondent. - 2. The contents of paragraph 9 of the applicant's affidavit is misleading and refers to *MC No. 129 of 2023 Kalali Steven vs Uganda Law Society*, which ordered that the Society's Representatives to the Judicial Service Commission and other bodies be elected by the Uganda Law Society membership. - 3. The 1st respondent has scheduled an Extra Ordinary General Meeting on December 17th, 2024, to elect the Society's Representatives to the Judicial Service Commission.

- 4. The applicant is attempting to sabotage the election via court process and deprive members of their right to participate and the contents of paragraphs 12 and 13 of the Applicant's affidavit are misleading. That the positions of representatives to the Judicial Service Commission were never unlawfully occupied. - 5. The 1st Respondent communicated the need to occupy the said offices on November 25th, 2024 and as an active member I'm interested in the affairs of the 1st respondent, ensuring that mentioned vacancies are filled legally. - 6. The contents of paragraphs 14, 15, and 16 are misleading, particularly about the expulsion of the President and Vice President, were done in bad faith. That the Council's intervention in appointing the 2nd respondent was an attempt to restore order. - 7. The contents of paragraphs 18, 19, 20, 21, 22, 23, 24 and 25 of the affidavit are also misleading. He believes that the 2nd respondent is lawfully occupying the office of Secretary. He also adds that the state of affairs for Central Representative to Council is not perpetual, and that members are only temporarily representing and will be replaced. - 8. The instant application was instituted in bad faith to deny members their right to participate in its affairs.

The 8th Respondent-*Ocen Milton Fred* filed his affidavit in reply to the Application, briefly stating what the 4th respondent has stated earlier.

### *The following Issues were raised for determination*

- *a) Whether the Council governing the affairs of the 1st respondent is duly constituted?* - *b) Whether the decision by the 3rd respondent dated 23rd November 2024 expelling Isaac K. Ssemakadde and Asiimwe Anthony as president and vice president of the 1st respondent respectively was illegal and and/or ultra vires* - *c) Whether the decision of the 1st respondent purported Council dated 24th November 2024 suspending the 3rd respondent and Turyamusiima Geoffrey as Council members was illegal and or ultra vires.*

- d) Whether the meeting of the 1^st respondent's Council dated 24^th November *2024 was unlawful, irregular and procedurally improper.* - e) Whether a decision by the $1^{st}$ respondent's Council appointing the $2^{nd}$ *Respondent as an Interim Honorary Secretary is ultra vires and /or illegal.* - *f) Whether a notice dated* 25^th *November 2024 calling for an extra ordinary* general meeting of the $1^{st}$ Respondent signed by the $2^{nd}$ respondent is illegal, null and void. - *q) Whether the applicant is entitled to any reliefs*

## *Legal representation.*

The applicant was represented by *Counsel Aisu Isaac Nicholas, Ssekajja Ukasha* Kigula Mahmood. While the $1^{st}$ and $2^{nd}$ respondents where represented by Jude Byamukama, Lilian Drabo, Samuel Kakande, Mariam Nansukasa, Oscar Kiiza.3^rd respondent's counsel was indisposed. 4^th respondent was self-represented. 5^th respondent was represented by *counsel Joshua Byabashaija*. 6^th respondent was represented by *counsel Bruce Musinguzi*. 7^th respondent was represented by *counsel Ssekanjako Abubaker.* 8^th respondent was represented Counsel Francis Kira.

The parties were directed to file their submissions. However, the respondents filed their submissions out of time. Nevertheless, I have duly considered the affidavit evidence for both parties.

### <u>Preliminary Considerations</u>

The court received a letter dated 23^rd December 2024 from Legal Aid Project of Uganda Law Society; *Application for Recusal*. The said letter was allegedly written on behalf of Uganda Law Society.

The court record does not have any party represented by Legal Aid Project and there is no notice of instructions or notice of change of advocates filed in court. This court did not find any sufficient reason to respond to a letter written or application for recusal written by a firm or body which is not on court record.

The said letter bears a signature but bears no name of the person who executed the same on behalf of Uganda Legal Aid Project. Secondly, the said letter was uploaded on the ECMISS system by *JByamukama & Co. Advocates*. The application for recusal is suspicious.

#### *DETERMINATION*

# *Whether the actions of the 1st respondent's council or 3rd respondent to suspend the members and appoint an Interim Secretary and convene Extra Ordinary General Meeting were lawful and procedurally proper?*

The applicant's counsel submitted that Section 9 of the Uganda Law Society Act provides for that *"For the proper management of the affairs of the society, there shall be a council consisting of a president, vice president, the Attorney General, the Solicitor General (either of whom may be elected president), a secretary, a treasurer, and four other members, all of whom, other than the Attorney General and the Solicitor General, shall be elected annually by the society in general meeting"*

It was contended that the above provision is couched in mandatory language and terms and it is their contention that the management of the affairs of the 1st respondent is conducted by unduly constituted council after the 1st respondent president expelled them from council and later suspending the 2 elected council members.

It was submitted that the 3rd respondent as secretary has no single authority vested in him to expel any council members or take over the management of the affairs of the 1st respondent. The purported takeover by the 3rd respondent was illegal and expulsion of the president and vice president was equally illegal and ultra vires.

The applicant's counsel further submitted that the while the council was not properly constituted it further sat to suspend the 3rd respondent and Turyamusiima. The top organ of the 1st respondent are the members who have powers to suspend and or remove a council member since they are the ones who voted them in office.

The applicant contended that in line with the charter, the 1st respondent acted ultra vires procedurally improper and irregular in convening and conducting council meeting and or any business on 24th November 2024. Regulation 7 of the Charter of the 1st respondent provides for procedures, quorum and agenda of council meetings. In order to properly convene a council meeting, a 14 days' notice is required to be given to council members, circulation of council papers one week prior to the council meeting, giving out notice of the meeting to all council

members, preparation of the agenda by the Honorary Secretary in consultation with the president.

The purported council meeting convened in only one day, without notice to all council members and in total non-compliance with process was unlawful, irregular and procedurally improper. In the same vein the appointment of the 2nd respondent as an *'Interim Secretary'* was ultra vires and illegal. It was contended further that the appointment of the 2nd respondent as an 'Interim Secretary' when there is no vacancy in the membership of council was equally illegal and ultra vires the powers of the council. Therefore, anything done by the 2nd respondent as Interim Secretary becomes illegal, null and void with no legal effect.

The 1st and 2nd respondent's counsel submitted that there is nothing illegal, irrational and procedurally improper about the process that led to the decision of 24th November 2024 suspending the 3rd respondent from council. Under section 10 the council has authority to exercise unfettered power to make good faith decisions on behalf of its members. In counsel's view a temporary decision to suspend a member of Council involved in gross misconduct is certainly within the powers of Council.

The respondents' counsel contended that the 1st respondent's Council is not constituted in line with the Council Charter should be disregarded. The said Charter is not a legal document and is ultra vires in so far as it reconstitutes Council contrary to Section 9 of the Uganda Law Society Act and has no force of statutory instrument.

The respondents' counsel submitted that the assertion of respondent's council not being dully constituted is baseless since the on the entire court record there is no evidence that Attorney general and Solicitor general have been blocked from participating in Council business. This is entirely speculation based on the executive order.

It was contended further that there is nothing irrational about the process leading to the 3rd respondent's suspension and that despite being passed with split majority, the decision suspending the 3rd respondent demonstrates a clear understanding of the issues at hand in the 1st respondent's affairs after weighing of the competing interests of members who are over 5000. The 5th respondent's counsel submitted the withdrawal of the recognition of the Attorney General as the head of the Bar is not an expulsion of the Attorney General and Solicitor General from the Membership of the ULS Council. In the same vein, counsel contended that the suspension of Munaabi Phillip [3rd respondent] and Turyamusiima Geoffrey from the Council does not mean that the said individuals ceased to be members of the Council.

The 5th respondent's counsel argued while citing section 15 of the Uganda Law Society Act that the Council has the power to convene a general meeting of Uganda Law Society. It was counsel's submission that the 6 members of the Council may make a decision to convene a general meeting of the Uganda Law Society and that the claim that the meeting of the 6 council members was because it violated the Uganda Law Society Charter does not have legal merit. It was council's view that the Charter does not have any binding force on the ULS Council or the ULS membership, since it is not a statutory instrument approved by a special resolution of the ULS members.

The 5th respondent submitted that in view of section 28 and 30 of the Interpretation Act, a vacancy if any in the composition of the ULS Council does not preclude the Council from acting. There is no legal provision requiring that the EGM Notice must be exclusively signed by the Honorary Secretary, but the applicant relies on the Charter which in his view has no binding force.

The 6th respondent counsel submitted that the constitution of council in no way affects the election or decision to have elections. The decision to have elections is one for the elections committee and it was his contention that the decision to hold elections is not being challenged in the main application.

The 6th respondent's counsel argued that the Council is given power to regulate its meetings and procedures of the Council at any meeting as it may think fit. It provides; 'at any meeting of the Law Council five members five members shall constitute a quorum for the transaction of business'. Therefore, the Notice calling for an EGM dated 25th November 2024 was validly issued by a Council which had quorum and the appointment of an acting Secretary who signed the Notice was done in accordance with the law.

## *Analysis*

The task of court in evaluating whether a decision is illegal is essentially one of construing the content and scope of the instrument conferring the duty or power upon the decision-maker. The courts when exercising this power of construction are enforcing the rule of law, by requiring the administrative bodies to act within the 'four corners' of their powers and duties. This principle is an aspect of the rule of law, which is itself is one of the founding values of our constitutional order.

The ground of illegality under judicial review, means that the decision-maker must understand correctly what regulates his decision-making power and must give effect to it. Whether he has or not *'par excellence'* a justiciable question to be decided, in the event of dispute, by those persons, the judges, by whom the judicial power of the state is exercisable. *See Council of Civil Service Unions v Minister for the Civil Service [1985] AC 374*

This ground for challenge involves insisting that the authority or body whose decision is impugned has kept strictly within the perimeters of their powers. The principle is that no public body or decision-maker would have jurisdiction to act in contravention of a statute under which it is empowered to act. Secondly, a prescribed procedure leading to a decision is often mandatory. A decision made without adhering to the prescribed procedure under the law or policy could equally be held unlawful on grounds of illegality.

The 3rd respondent as the Secretary of the Council suspended the president [Ssemakadde Isaac Kimazze] and the vice president [Asiimwe Anthony] in a letter dated 23rd November 2024. In retaliation, the 1st respondent's president to convene council on 24th November 2024 and equally suspended *Munaabi Phillip [Secretary] and Turyamusiima Geoffrey [ Representative Central Region]*. During the same meeting, the 1st respondent's council appointed the 2nd respondent as an Interim Secretary and on 25th November issued a notice dated 25th November 2024 calling for an Extra Ordinary General Meeting.

The 3rd respondent as well as the 1st respondent's council exercised powers which they did not have or acted beyond the power conferred when they took decisions outside their accepted mandate. Every incident of public power must be inferred from the lawful empowering source and the logical concomitant of this is that an action performed without lawful authority is illegal or ultra vires.

The Uganda Law Society Act or any regulations made thereunder does not empower the 3rd respondent with authority to suspend the president and vice president. In the similar vein, the Uganda Law Society Council or president has no power to suspend any member of the council and specifically the suspension of the 3 rd respondent-Munaabi Phillip and Turyamusiima Geoffrey was illegal or unlawful without any lawful authority. The Council members including the president, vice president, Secretary, treasurer and other council members are duly elected and derive their mandate from the electorate with exception of the Attorney General and Solicitor General who are ex-officio. *Section 4 and 9 of ULS Act.*

The fellow council members cannot use any *'majority dictatorship'* to remove other fellow members duly elected like themselves contrary to the Uganda Law Society Act. The mandate is vested in the General meeting which may pass a vote of no confidence in a properly convened meeting for that purpose. The 1st respondent's council purported to usurp the powers of the general meeting/assembly to suspend the 3rd respondent and Turyamusiima Geoffery-Central representative and later tried validate or 'sanitize' their unlawful decisions and action in an illegally convened general meeting. The president does not have any special powers to do anything contrary to the Uganda Law Society Act under the now infamous 'Executive Orders'. All the decisions of the council are to be taken in a properly convened council and actions must be in accordance with the law.

Uganda Law Society is not a *'private members club'* where some members may wield more powers to suspend other members at their whims. As a general rule, and unless a quorum is specified, action must be taken by all members of council, since the qualifications and number of members have been selected for a purpose and that purpose would be defeated if the council were deprived of services of one or more members of council without any justification. The arguments of some of the respondents' counsel rooted under the Interpretation Act which is statute of general application is not tenable and cannot be used to defeat the purpose and intent of specific Uganda Law Society Act. There may be circumstances which would justifiably warrant the council to act without some council members and in this case such circumstances do not exist. *See Roberts v Chairman, Local Road Transportation Board (2) 1980 2 SA 480 (C)*

The decisions of Uganda Law Society council or equally the 3rd respondent to suspend members are rooted in their personal beliefs that such suspended members do not deserve to sit on the council and these personal opinions, ideology or 'dreams'*(RNB)* should never be metamorphosed into views or ideology of the entire membership of Uganda Law Society. The personal views and ideology *(RNB)* should not be used to achieve a purpose not authorized under the Uganda Law Society Act or to commit the entire membership into an illegality. The Uganda Law Society Act does not bestow any special powers to the president to act unilaterally and/ or to issue *'Executive Orders'* which are in violation of the Uganda Law Society Act and or intended to fight 'personal wars'. The powers are given to the entire Council and not the president as he has portrayed to the public. The Uganda Law Society cannot be transformed into non entity of *'Radical New Bar.'* Section 10 of the Uganda Law Society provides….*The Council may exercise all powers of the society….* Therefore, any *'executive orders'* issued without a proper council resolution are illegal and null and void, and therefore of no legal consequence.

In addition, the decision to suspend the 3rd respondent and Turyamusiima Geoffrey was equally questionable on ground that they were not accorded fair treatment. Procedural fairness is a must in all cases were administrative action is to be taken which violates such person's rights. Notwithstanding, the illegality of the decision made by the 1st respondent's council, the council did not accord the persons affected any fair treatment. The right to be treated fairly and justly is mandatory under Article 42 of the Constitution. Whenever a public function is being performed there is an inference, in absence of an express requirement to the contrary, that the function is required to be performed fairly.

The alleged suspension of the 3rd respondent and Turyamusiima Geoffrey without being treated fairly was a breach of procedural fairness which would render the entire process illegal even if it had properly constituted.

The decision to suspend the 3rd respondent and central region representative is further challenged for being made in an improperly constituted meeting and equally being convened by a person who is not mandated under the Charter. The 2 nd respondent was purportedly appointed in the meeting of 24th November as the Interim Secretary upon the 1st respondent illegally dismissing the rightful office bearer of the position of Honorary Secretary-3 rd respondent.

The Uganda Law Society Charter provides for the process of convening meetings of the Council and General meeting. The mandate of the Secretary under the ULS Charter includes convening the Society's Annual General Meeting in consultation of the Council. This core function is supposed to be performed by a substantive holder of the office who is the 3rd respondent who was duly elected and not the 2nd respondent who is illegally holding the position which is not provided for under the Uganda Law Society Act or Uganda Law Society Charter of '*Interim Secretary'*. The Uganda Law Society Act and ULS Charter does not envisage any member of council could hold two portfolios at the same time and the effect of such appointment of the 'interim Secretary' violates the ethos of good governance since he is a representative of Eastern region.

The respondents' counsel have argued or tried to infer that the Uganda Law Society Charter is illegal since it has never been gazetted or signed by the members. The argument is self-defeating and is unacceptable by this court. The 1st respondent cannot approbate and reprobate at the same time once most of the affairs of the 1 st respondent have been guided by the same charter. Without relying on Uganda Law Society Charter to guide the convening of meetings and operations of Council, ULS would be operating like a *'headless chicken'* without any direction or guidance on how to manage the affairs of Uganda Law Society in an orderly manner.

The meeting of 24th November was illegally convened and thus resulted in illegal decisions of suspending the 3rd respondent and Turyamusiima Geoffrey. Thereafter, they appointed the 2nd respondent as *'Interim Secretary'* which position is not known under the Uganda Law Society Act and Uganda Law Society charter. The rule of law has proved elastic enough to check the arbitrary exercise of power which is usually checked under judicial review. The president cannot usurp the powers of other council members and further act arbitrarily by suspending members and illegally replacing them to perpetuate illegalities.

The 1st respondent's decisions are quite unreasonable and thus offend the values of rule of law. Whenever decisions are irrationally taken by public bodies like the 1 st respondent, this imputes the arbitrariness which is an antithesis of the rule of law. The principle of the representation of council members is founded on the understanding that each member of council has equal value on council and their presence is important in proper management of the affairs of the society.

## *Whether the applicant is entitled to any reliefs?*

The grant of judicial review remedies remains discretionary and it does not automatically follow that if there are grounds of review to question any decision or action or omission, then the court should issue any remedies available. The court may not grant any such remedies even where the applicant may have a strong case on the merits, so the courts would weigh various factors to determine whether they should lie in any particular case. See *R vs Aston University Senate ex p Roffey [1969] 2 QB 558, R vs Secretary of State for Health ex p Furneaux [1994] 2 All ER 652*

Under judicial review proceedings, once a decision has been proved to be illegal, the resulting effect of certiorari would therefore be to quash the said *ultra vires* and/or illegal decision and deprive the said decision of any effect whatsoever. In *Cooks v Thanet District Council [1983] 2 AC 286* the court held that;

"*By quashing the decision, certiorari confirms that the decision is a nullity and is to be deprived of all effect*"

The effect of certiorari in most instances is to make it clear that the public body and public law powers have been exercised unlawfully, and consequently, to deprive the public body's act of any legal basis.

*The application has succeeded in most of the grounds and therefore the court issues the following orders:*

- *1. An order of Certiorari issues quashing the decision of the 3rd respondent expelling Isaac K. Ssemakadde and Asiimwe Anthony as President and Vice President of the 1st respondent respectively.* - *2. An order of Certiorari issues quashing the decision of the 1st respondent's purported Council dated 24th November 2024 suspending Munaabi Phillip [3rd Respondent] and Turyamusiima Geoffrey and appointing the 2nd respondent as an interim honorary Secretary of the 1strespondent.*

- *3. An order of certiorari issues quashing and or setting aside the notice of the ULS Extraordinary General meeting dated 25th November 2024 issued by the 1 st respondent.* - *4. A declaratory order is issued to the effect, any 'executive orders' issued without a proper council resolution are illegal and null and void, and therefore of no legal consequence.* - *5. A declaration that the decision by the 1st respondent's purported Council appointing the 2nd respondent an Interim Honorary Secretary is ultra vires and or illegal AND that the Notice dated 25th November 2024 calling for an Extra Ordinary General Meeting signed by the 2nd respondent is illegal, null and void.* - *6. An order of Certiorari issues quashing and or setting aside the notice of the ULS Extraordinary General meeting dated 25th November 2024 issued by the 1 st respondent.* - *7. Costs of this Application be borne by all the respondents equally.*

I so Order

*Ssekaana Musa Judge 14th February 2025*