Joseph Karueru (suing On His Own Behalf and As The National Chairperson of Family Health Options Kenya) & 5 others v John Waweru & 7 others

NON-GOVERNMENTAL ORGANIZATIONS CO-ORDINATION BOARD .... 9TH DEFENDANT JUDGMENT The Suit 1. 2. Joseph Karueru, Esther Cheruiyot, Joseph Binayo, Peter Yegon, Doris Kathia and Elizabeth Muriithi (hereafter the 1st to 6th Plaintiffs respectively) have brought the present suit through a Plaint dated 20.11.2020 seeking judgment against John Waweru, Robert Namiranda, Lucy Asewe, Dominicah Mwagandi, Eliud Onyango, Teresa Mwilu, Moses Ochieng, Edward Marienga and Non-Governmental Organizations Co-Ordination Board (hereafter the 1st to 9th Defendants respectively) for the following orders: i. A declaration that the purported Annual Delegates Conference held on 9.10.2020 violated the mandatory requirements of Family Health Options Kenya Constitution and is therefore null and void. ii. A declaration that the elections of Family Health Options Kenya held on 9.10.2020 were contrary to the Constitution and therefore null and void and of no effect. iii. A declaration that the purported suspension of the 1st Plaintiff as National Chairperson was unlawful and therefore null and void and of no effect. iv. A declaration that the 1st and 2nd Plaintiffs and the National Executive Committee elected alongside them, being the last duly and lawfully elected officials of Family Health Options Kenya continue to run, manage and conduct the business of Family Health Options Kenya until such time when proper elections to elect new officials shall be held. v. A permanent injunction staying the proceedings, resolutions and decisions of the purported Annual Delegates Conference held on 9.10.2020. vi. A permanent injunction against the 1st to 8th Defendants, either by themselves, their agents, employees, servants or others acting on their behalf from managing, running or in any way conducting the business of Family Health Options Kenya unless validly elected in a subsequent election. vii. A permanent injunction against the 9th Defendant from registering any person as a new official, honorary officer or National Executive Member of Family Health Options Kenya unless validly elected in a subsequent election. viii. Costs of the suit. ix. Such other or further remedies as this court may deem fit to grant. The pleadings herein reveal that Family Health Options Kenya (FHOK) is a non-governmental organization registered under the Non-Governmental Organizations Co-Ordination Act No. 19 of 1990. Sometimes in May 2020, the 1st Plaintiff who has, at all material times, been the National Chairperson of FHOK, received allegations of corruption and mismanagement of funds in FHOK from International Planned Parenthood Federation, one of FHOK partners. Relying on the said information, the 1st and 2nd Plaintiffs, being honorary officials of FHOK, met on 10.06.2020 and https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 2

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resolved to appoint independent forensic investigators to ascertain the veracity of the allegations. It is during that meeting that the 8th Defendant was suspended. 3. The pleadings show that on 17.06.2020 the National Executive Committee (NEC) of FHOK convened a meeting in which the 1st Plaintiff tabled a report of the meeting previously held on 10.06.2020. However, the meeting did not go as planned because a faction of the NEC consisting of the 1st and 3rd Defendants differed with the actions taken by the 1st and 2nd Plaintiffs. They disrupted the meeting. The pleadings show that there was no successful meeting held thereafter due to the differences amongst the parties. 4. It is further pleaded that the 1st and 3rd Defendants illegally convened a meeting, where they purported to suspend the 1st Plaintiff and to appoint the 1st Defendant as acting Chairperson, and further purported to recall the 8th Defendant who had previously been suspended. 5. The Plaintiffs claim that the said actions contravened Article 22(iii) of FHOK’s Constitution which provides that in the absence of the Chairperson, the Treasurer assumes the duties and responsibilities thereof. Subsequently, on 26.08.2020 a forensic audit report was issued implicating the 8th Defendant and the Director of Finance and Administration in relation to various malpractices including abuse of office, conflict of interest, bribery, and misappropriation of funds. On 30.08.2020 FHOK, through the 1st Plaintiff, wrote to the 8th Defendant, informing him of the impending disciplinary action that would be taken against him for gross misconduct. The 1st Plaintiff convened a meeting of the National Executive Committee (NEC), which is mandated under the FHOK Constitution with the responsibility of employment and termination of officials. 6. The Plaintiffs have pleaded that 1st, 3rd and 8th Defendants convened the Annual Delegates Conference (ADC) without giving 21 days’ notice in contravention of FHOK’s Constitution. That the 1st Defendant sent out notices to a few handpicked delegates while locking out the 1st and 2nd Plaintiffs who are honorary members of FHOK. That, in addition, the 1st and 8th Defendants changed the venue of the ADC at the last minute, with the aim of frustrating the Plaintiffs. That the 1st to 7th Defendants were elected to take up various positions, notwithstanding the fact that other delegates had previously submitted their names for elections. 7. It is alleged, further, that the 1st to 8th Defendants proposed key amendments to the FHOK Constitution to introduce the position of Vice Chairperson contrary to Article 43 thereof, which requires prior written notice of 21 days to be given. The Defence 8. The 1st to 7th filed a joint statement of defence dated 6.01.202. They admitted that leadership wrangles existed in FHOK at all material times, but denied causing the said wrangles. They claimed that it is the Plaintiffs, particularly the 1st and 2nd Plaintiffs, who are responsible for the instabilities in FHOK, by contravening the FHOK’s Constitution: by suspending the 8th Defendant without consulting the NEC and without a resolution to that effect; by the 1st Plaintiff conducting a forensic audit on FHOK and borrowing of Kshs. 6.3 million without a resolution or approval by either NEC or ADC and by the 1st Plaintiff ignoring requests to deliberate on the looming crisis by way of a meeting, and further declining to step aside amidst his suspension from FHOK on a vote of no confidence on 17.09.2020. 9. The Defendants have stated, further, that the decision to suspend the 8th Defendant lay solely with the NEC and not the 1st and 2nd Plaintiffs; that the 1st and 2nd Plaintiffs did not follow the laid down procedure in suspending the 8th Defendant; that contrary to the allegations made in the plaint, the 8th Defendant was reinstated through a court order and not by way of a resolution and that the https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 3

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forensic audit report referenced in the plaint is incurably defective, the same having been conducted and prepared in the absence of the requisite resolutions or approvals. 10. The Defendants have stated that the ADC convened by the 1st to 8th Defendants fully complied with the FHOK Constitutional requirements and was thus valid; that sufficient notice of the said meeting was given to all the necessary parties, including the 1st and 2nd Plaintiffs, who confirmed receipt; that in addition, all relevant documents of the ADC including the agenda, were forwarded to all the necessary parties; that the venue of the said meeting was clearly communicated and that there was no change to the venue, contrary to what is alleged in the plaint. 11. The Defendants have urged that the Plaintiffs are not entitled to the reliefs sought in the plaint, and the suit ought to be dismissed with costs. 12. The 8th Defendant filed his statement of defence dated 6.01.2021. He denied the allegations made in the Plaint against him. He stated that the 1st Defendant is the bona fide elected Chairperson of FHOK; that the 1st Plaintiff personally set out to appoint forensic investigators with the aim of removing the 8th Defendant from office without following the procedures laid out in the FHOK Constitution. 13. He associated himself with the defence of the 1st to 7th defendants that the decision to suspend the 1st Plaintiff was unanimously made vide a NEC meeting held on 17.09.2020 following allegations of fraud on the part of the said Plaintiff as well as the 2nd Plaintiff; that subsequently, the 1st Plaintiff faced disciplinary action with the alleged charges being proved and that the NEC convened a meeting whereby the 1st Defendant was appointed as Interim Chairperson of FHOK pending elections. 14. The 8th Defendant stated he was appointed to the position of Executive Director of FHOK on 6.02.2012 and that he reports directly to FHOK; that on 20.08.2020 he received a letter from NEC requiring him to attend a meeting before it on the following day; that upon conclusion of the meeting held on 21.08.2020, the 8th Defendant received a letter lifting his suspension and reinstating him with immediate effect on the basis that his suspension was in violation of Article 26 of the FHOK and that he consequently lodged a claim with the ELRC in a bid to enforce his labour rights with FHOK, which claim was settled by consent. 15. The 8th Defendant has further maintained that the ADC was convened in compliance with FHOK’s Constitutional guidelines. He claimed that this court lacks jurisdiction to entertain the suit, under the doctrine of exhaustion. He stated that Regulations 20 and 21 of the FHOK Constitution clearly set out the procedure and internal dispute mechanisms for challenging election outcomes, which procedure was allegedly not followed by the Plaintiffs. 16. In respect of the 9th Defendant, the record shows that it never entered appearance in the matter and therefore never participated in these proceedings. The Evidence 17. The 1st, 2nd and 3rd Plaintiffs testified and called one (1) witness. The 1st and 5th Defendants testified on behalf of the 1st to 7th Defendants. The 8th Defendant testified in support of his defence case. 18. The 1st Plaintiff testified as PW1. He adopted his witness statement dated 20.11.2020 as his evidencein-chief and produced a list and bundle of documents as P. Exhibit 1. 19. On cross-examination, he stated that while the NEC has the mandate to appoint as well as to determine terms and conditions of service of the position of Executive Director, he decided to take the action of terminating the services of the Executive Director at the time due to Covid-19 pandemic restrictions that made it impossible for the NEC to convene physically meeting. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 4

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20. He stated thathe commissioned a forensic audit following the report received on 26.8.2020 and that his attempts at calling for a NEC meeting to address the contents of the report was unsuccessful. He stated that the NEC purported to suspend him before the ADC which was held in September, 2020 and hence he did not attend or participate in the ADC. He claimed that the ADC was not properly constituted. In sum, the 1st Plaintiff reiterated his pleadings as captured in the Plaint. He stated that the 8th Defendant, who serves as the current Executive Director of FHOK, had previously been suspended for a period but not terminated from office. He stated that he held the position of Chairman of FHOK since August, 2017 and that his suspension was unprocedural and unconstitutional. 21. The 2nd Plaintiff testified as PW2 and adopted her witness statement dated 20.11.2020 as her evidencein-chief. She stated that she has been a National Treasurer at FHOK at all material times since the year 2014. 22. During cross-examination, the 2nd Plaintiff stated that she was a member of the NEC at all material times; that she remained in office until 2020 and that in the intervening period, she was unable to exercise her office functions fully due to interferences from the 8th Defendant and an accountant named Wambua. 23. The 2nd Plaintiff stated that she was not consulted on engaging the forensic audit report; that the 8th Defendant who was the Executive Director at the time, was suspended by the 1st Plaintiff following allegations of abuse of office and mismanagement of funds belonging to FHOK; that she was not invited to attend the ADC held on 8.10.2020; that she learned of the said Conference; that the NEC meeting held on 12.9.2020 turned chaotic and no minutes could be confirmed or agenda deliberated; that she was aware that the NEC decided to suspend the Chairman (the 1st Plaintiff) in 2020 and that she ceased attending the NEC meetings from August 2020 after chaos erupted following the suspension of the 1st Plaintiff. 24. The 2nd Plaintiff admitted that there was in existence an internal dispute resolution mechanism in FHOK and that the same could not be reasonably invoked in this instance, owing to the tension that ensued amongst members of the NEC. 25. She stated on re-examination that she was not able to chair the meeting of 20.8.2020 after the chair left as required under Article 22(iii) of the FHOK Constitution because her attempts at chairing the said meeting were futile. 26. The 3rd Plaintiff (PW3) testified that he is a branch Chairman of FHOK based in Uasin Gishu. He adopted his witness statement dated 20.11.2020 as his evidence-in-chief. 27. On cross-examination, he stated that he was invited to attend an AGM scheduled to take place at Milele Plaza on 9.10.2020; that he noted that the notice was too short and did not meet the requisite 21 days; that upon his arrival at Milele Plaza in Nakuru on the scheduled date, he learned that the venue of the meeting had changed to a larger facility namely, Tumaini, due to the Covid-19 restrictions; that despite the short notice which came via email communication, he chose to attend the ADC and that the meeting with a majority of branches being represented; that some of the Plaintiffs were in attendance and that during the said meeting, the 1st Defendant disclosed to the delegates that he was the interim Chairman. 28. The 3rd Plaintiff testified that he had no knowledge that the 1st Plaintiff had been suspended or that the 2nd Plaintiff was not in attendance; that while the FHOK Constitution provides that in the absence of a Chair and Vice Chair, a chair can be appointed to head the meeting, in that instance, the 1st Defendant had not been elected to chair the meeting in question and that the 1st Plaintiff, having served two (2) https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 5

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terms in the NEC, was not eligible to contest for any position from 2020. He testified that during the meeting, majority of the attending members were not given audience and hence there was a sense of dissatisfaction with the resolutions that were passed therein. He denied voting for any resolutions and that any elections were held. 29. Betsy Kaari Mburugu testified as PW4. She adopted her witness statement dated 17.09.2021 as her evidence-in-chief. She stated on cross-examination that she received an invitation to attend the ADC as a delegate; that no voting took place prior to the approval of the agenda of the said meeting; that some of the delegates in attendance objected to the approval of the agenda, but their objections were dismissed by the interim Chair; that the agenda for approval of the proposed amendments to the FHOK Constitution was passed despite various objections being raised and that her personal attempts at raising an objection in the ADC were shut down. 30. The witness further testified that as per her knowledge, both the 1st and 2nd Plaintiffs exercised their first terms in 2017 and that a Chairman can be in office for two (2) consecutive terms of 3 years upon re-election of the first term and thereafter, elections must be held. That at the time the ADC was held, the 1st Plaintiff was still the lawful Chairman and ought to have chaired the ADC until such time as a new chairperson was re-elected. 31. The witness testified that the venue of ADC was changed from Tumaini to Milele Nakuru, with the 8th Defendant explaining that the change was intended to ensure compliance with the Covid-19 regulations on social distancing. 32. During further cross-examination, the witness stated that she was invited to attend the ADC as an observer, while her counterpart Mr. Kiogora, was invited as a delegate representing Isiolo Branch and that she does not have any evidence to demonstrate that there are persons who presented themselves for election in the ADC but were denied an opportunity for consideration during the election process. 33. The 1st to 7th Defendants relied on their witness statements. The 1st Defendant testified as DW1. His evidence-in-chief consisted of his witness statement dated 5.01.2021. He also produced the Defendants’ list and bundle of documents dated 5.01.2021 as D. Exhibits. His evidence is that he has been a member of FHOK as well as a volunteer, for over 20 years. That the 1st Plaintiff was a Chairman of FHOK for a period of two (2) terms each running three (3) years. That the ADC which was held in Nakuru was properly constituted and that prior invitations had been sent to all the necessary parties. That the said Conference resulted in the appointments of new members. 34. On cross-examination, the 1st Defendant stated that he served as Chairman for the Audit Committee of FHOK between 2017 and 2020 and that he later held an elective position of Chairman following elections held during the ADC in addition to being a member of the Disciplinary Committee. That the 1st Plaintiff was suspended from his chairmanship position, and that the 2nd Defendant passed a vote of no confidence against the said Plaintiff. He similarly stated that contrary to the evidence of the Plaintiffs, there was no change of venue for the ADC, as the same was held in Tumaini cottages and that during the ADC, the chair, vice-chair and treasurer were elected. 35. In further cross-examination, the 1st Defendant testified that in order for a person to be elected as chairperson, he or she must be a member of FHOK. That under Article 11 of the FHOK Constitution, a member can be expelled and that where a chairman is expelled as a member, the Executive Committee of FHOK can appoint one of its own to occupy the vacant office. That in the present instance, the 1st Plaintiff was expelled and could therefore not continue holding the chairman position and therefore, the 1st Defendant was constitutionally appointed by the members to replace him. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 6

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36. In re-examination, the 1st Defendant testified that Regulation 2 of the FHOK Constitution makes allowance for the appointment of an interim Chairperson; that the annulment of the ADC which was held in 2020 would have no impact, as two (2) other ADCs have been held since then and hence all the persons who held office at the time, including the Defendants herein, are no longer members of the Executive Committee. 37. On the subject of the forensic audit process, it is the 1st Defendant’s testimony that it is the 1st Plaintiff, the Chairman at the time, who solely authorized for the forensic audit to be conducted. 38. The 5th Defendant thereafter testified as DW2. By way of his evidence-in-chief, the said Defendant stated that during the material period, he was not a member of the NEC but that he became the Chairperson of FHOK in the year 2023. He adopted his witness statement dated 20.01.2021 as his evidence in chief. 39. During cross-examination, the 5th Defendant testified that he has been a volunteer member and Chairperson of FHOK since April, 2023 to date; that he attended ADC in question as a delegate upon receiving an invitation through SMS and by way of a written letter; that the ADC was peacefully conducted; that his name does not appear on the minutes of the said meeting and that although the venue of the ADC changed, the owners of both premises are the same. 40. The 5th Defendant stated that he had no knowledge why he was sued in the present matter since he was not a member of the NEC during the period between 2021 and 2022 and cannot therefore speak as to the circumstances of the 1st Plaintiff’s alleged removal from office. 41. During re-examination, the 5th Defendant that he was appointed as a NEC member in the course of the meeting held on 9.10.2020, by which time the term of the 1st Plaintiff had expired, by virtue of him having served for a period of six (6) years. 42. The 8th Defendant adopted his witness statement dated 7.01.2024 as his evidence-in-chief and testified that he was at all material times the Executive Director of FHOK; that the ADC is held every year and that elections are normally conducted during ADCs, with elections being carried out every three (3) years and that the last elections were held in the year 2023. He produced his list and bundle of documents as D8. Exhibits 1 to 18. 43. The 8th Defendant stated, further, that while the dispute herein arose from the ADC held in the year 2020, subsequent ADCs have been held, resulting in the elections and appointments of separate persons in office, whose terms have not been challenged. That while a party can challenge the outcome of elections by way of an appeal, the Plaintiffs herein did not invoke the necessary internal dispute resolution mechanisms stipulated in the FHOK Constitution, before moving the court. 44. On cross-examination, the 8th Defendant testified that he has worked at FHOK since the year 2012 and that the parties herein are known to him. That the 1st Defendant in particular, first held the position of Chairman of the Audit Sub-Committee and later became the interim Chairman prior to being elected as Chairman of FHOK. That the 1st Plaintiff had been suspended from his position as Chairman, during a meeting held on 20.08.2020, owing to disciplinary issues. That previously, the 1st Plaintiff had overstepped his mandate by suspending the 8th Defendant. That nevertheless, the 2nd Plaintiff who was at all material times the Treasurer of FHOK, was neither suspended nor subjected to any disciplinary action. 45. It is the testimony by the 8th Defendant that in relation to his suspension, he did not have an opportunity to read the forensic audit report which is said to have implicated him; that as pertains to the ADC held in 2020, the requisite notices were sent out within the constitutional timelines; that https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 7

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the written invitations contained the agenda of the said meeting and that the 1st Plaintiff having been suspended, was not invited and did not therefore attend the ADC. 46. He testified, on further cross-examination, that the 1st Plaintiff did not offer a response to the complaint letter served upon him and equally did not attend the disciplinary proceedings against him; that by virtue of his employment status with the Board, it is the Board that had the mandate to suspend the 8th Defendant, and not the 1st Plaintiff; that while there was a change in the venue of the ADC, no one was inconvenienced and that the change in venue was necessitated by the Covid-19 regulations which required social distancing. 47. On re-examination, the 8th Defendant gave evidence that the Chairman of FHOK cannot suspend an Executive Director without the approval of the Board and that the suspension of a member of FHOK is set to last two (2) years, before such member can be reinstated. Submissions 48. While the record shows that directions were given to the parties to file and exchange written submissions, there were no such submissions on the court file or in the CTS at the time of writing this judgment. It is apparent that the parties did not comply with the directions of the court and the timelines allowed for filing of the submissions. Analysis and Determination 49. I have considered the pleadings and the evidence tendered by the respective parties. I have identified the following as the key issues arising for determination: i. Whether the court has jurisdiction to entertain the present suit. ii. Whether the suspension of the 1st Plaintiff as the National Chairperson of FHOK was lawfully conducted. iii. Whether the ADC and related elections held on 9.10.2020 violated the relevant provisions of the FHOK Constitution thereby rendering it null and void; iv. Whether the 1st and 2nd Plaintiffs and the NEC elected alongside them constitute the rightful officials of FHOK; and v. Whether the Plaintiffs are entitled to the reliefs sought in the plaint. 50. Some of the defendants, especially the 8th Defendant, has questioned the jurisdiction of this court to entertain the present suit. This issue arises from the doctrine of exhaustion. The 8th Defendant’s position is that the Plaintiffs did not follow the procedure for challenging issues arising from an election as set out in the FHOK Constitution. 51. I have perused the court file records. I did not come across any material disputing that that the FHOK Constitution (P. Exhibit 4) sets out the procedure for dispute resolution under Regulation 20 which stipulates that all disputes shall be referred to the Disciplinary and Appeals Sub-Committee, with a right of appeal to the NEC. The said Regulation further stipulates that dispute resolution process shall be invoked before a party can move the court. 52. In the present instance, there is nothing to indicate that following the ADC, the Plaintiffs herein invoked the internal dispute resolution mechanisms set out in the FHOK Constitution prior to filing the present suit. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 8

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53. I have also noted that while the 8th Defendant challenged the jurisdiction of this court in his statement of defence, he did not file a conditional statement of defence and/or memorandum of appearance. Further, I have observed that the 8th Defendant fully participated in the hearing of the suit both by way of cross-examination through his advocate, and by way of his oral testimony. In my considered view, the conduct by the 8th Defendant could be taken to constitute an acquiescence of the jurisdiction of the court. In such instances, the legal position is that a party cannot be heard to simultaneously challenge the jurisdiction of a court. 54. The above position was succinctly stated by the Court of Appeal in the case of Raytheon Aircraft & Another v air al-Faraj Ltd C.A. No. 29 of 1999 [Unreported] thus: “ …a party who seeks to challenge jurisdiction can only do so, if entered conditional appearance or filed a protest to entry of an unconditional appearance or defence. The court of Appeal was very explicit in Kanti & Co. Ltd v South Briton Insurance Co. ltd [1985] KLR page 1 at page 2 it was by court of appeal held inter alia;“a defendant by entering an unconditional appearance to a summons to enter appearance, submits to the jurisdiction of the court and as long as the unconditional appearance stands, the court is seized of jurisdiction to try the suit, and the defendant cannot after filling such a memorandum of appearance abrogate or annul it unilaterally by entering an amended appearance under protest, without an order of the court releasing him from his admission and acceptance of the jurisdiction.” ” 55. In view of the foregoing circumstances, the court is satisfied that all the relevant parties to the suit submitted themselves to the jurisdiction of the court, by way of their conduct, notwithstanding the existing dispute resolution mechanism in the FHOK Constitution. 56. On whether the suspension of the 1st Plaintiff as the National Chairperson of FHOK was lawfully conducted, the 1st Plaintiff on his part has termed the said suspension as being unprocedural and improper, on the grounds that no disciplinary committee existed at the time. The Defendants on their part have maintained that the process and decision to suspend the 1st Plaintiff was properly conducted. 57. Upon examination of the record, I find no dispute that the 1st Plaintiff held the position of National Chairperson of the NEC of FHOK, at all material times. The record shows that following the forensic audit process which was undertaken in FHOK earlier in the year 2020, the NEC held a meeting on 17.09.2020, a copy of whose minutes have been tendered as D8. Exhibit 2, which minutes indicate that part of the agenda involved discussions on the alleged misconduct of the 1st Plaintiff during his term as Chairman of the NEC following allegations of abuse of office and mismanagement of funds belonging to FHOK. That a resolution was therefore passed to have the 1st Plaintiff suspended as a volunteer member, pending a hearing before the Disciplinary and Appeals Committee. 58. The minutes further show that the 1st Plaintiff had previously been removed as Chairman of the NEC through a vote of no confidence, vide a meeting held on 20.08.2020, the minutes of which were read and confirmed in the aforesaid meeting of 17.09.2020. Record shows that upon his suspension, the 1st Plaintiff was issued with a suspension letter dated 18.09.2020, a copy of which has been tendered as D.8 Exhibit 3 followed by a letter setting out the grounds for suspension thereof (D.8 Exhibit 4). The 1st Plaintiff by way of his oral testimony, admitted receiving the suspension letter. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 9

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59. From a further examination of the material on record, it is apparent that the 1st Plaintiff was thereafter issued with a letter dated 29.09.2020 (D.8. Exhibit 5) summoning him to appear before the Disciplinary and Appeals Committee on 7.10.2020 for purposes of being heard in relation to the allegations of misconduct. The record shows that the 1st Plaintiff issued a reply to the summons vide a letter dated 5.10.2020 (a copy of which is found on pages 153-154 of the 1st to 7th Defendants’ Bundle. 60. The record further shows that on the aforementioned date of said hearing, the 1st Plaintiff was not in attendance, and the Appeals Committee upon consideration of the allegations, found that the 1st Plaintiff had violated various FHOK Constitutional provisions and consequently directed that he be expelled from the role of volunteers. A copy of the minutes have been adduced as D.8. Exhibit 6. 61. From the foregoing, it is clear that the 1st Plaintiff upon being suspended, was granted an opportunity to be heard before the Disciplinary and Appeals Committee, but did not attend the hearing. Upon a consideration of the 1st Plaintiff’s explanation given before this court for declining to attend the hearing, namely that no proper Appeals Committee had been constituted, I have observed from the record that by way of a meeting previously held on 4.08.2017 and chaired by the 1st Plaintiff himself, among the agenda deliberated was the recommendation and adoption of the list of members to sit in various Sub-Committees, including the Disciplinary and Appeals Committee. A copy of the said minutes is found on pages 127-138 of the 1st to 7th Defendants’ Bundle. 62. From a further consideration of the record, it is apparent that the approved members are consistent with those who constituted the Committee that entertained the disciplinary proceedings against the 1st Plaintiff, thus rebutting the averments by the 1st Plaintiff that no proper Appeals Committee existed. 63. In view of all the foregoing circumstances, I hold the view that the Plaintiff have not demonstrated, to the satisfaction of the court, that the decision to suspend and/or expel the 1st Plaintiff was unlawfully conducted. 64. In regards to the issue touching on the legality of the ADC held on 9.10.2020 and the elections resulting therefrom, the Plaintiffs on the one hand have averred that the said Conference violated various FHOK Constitutional provisions regarding the issuance of the requisite advance notices for the scheduled ADC; the issuance of notices for the agenda including any proposed amendments to the FHOK Constitution; and the inclusion of all delegates in the deliberation and voting process. In contrast, the 1st to 7th Defendants, as well as the 8th Defendant, have maintained that the ADC was constitutionally conducted. 65. My careful examination of the material on record, in particular the FHOK Constitution (P. Exhibit 4) Article 12 which provides for the ADC, whereas Articles 13 and 14 set out the constitution of members and powers of the ADC, respectively, under Article 15, the agenda for the ADC shall be drawn by the Secretary of the NEC (the Executive Director) in consultation with the Chairperson, and a copy thereof shall be provided to every eligible delegate not less than 21 days before the scheduled date of the Conference. Regulations 3, 4, 5 and 6 of the FHOK Constitution provide for the procedure, business, quorum and voting process at the ADC. 66. On this issue, the Plaintiffs have on the one part, averred that the notices issued for the ADC were short, whereas the Defendants have averred that the notices were issued in line with the Constitutional timelines. The record shows that the ADC was held on 9.10.2020. Prior to the said meeting, the 8th Defendant, in his capacity as Executive Director/Secretary of the NEC, vide a letter dated 18.09.2020 (found on page 17 of the 1st to 7th Defendants’ Bundle) issued notices to all delegates and members of the NEC, inviting them to attend the ADC at Milele Hotel in Nakuru. The said notice details the https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 10

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agenda for the ADC including the proposed Constitutional amendments. He also issued a letter dated 29.09.2020 (found on page 18 of the 1st to 7th Defendants’ Bundle) inviting members of the NEC to attend a special NEC meeting to discuss various agendas including the then anticipated ADC. The notices for the ADC were sent out via email, according to the averments by the Defence witnesses. However, the 1st to 7th Defendants have tendered an extract of an email correspondence sent by the 1st Defendant in his capacity as the then Interim Chairperson of the NEC, and dated 5.10.2020 (found on pages 21 to 22 of the 1st to 7th Defendants’ Bundle). From the contents therein, the purpose of the email was to remind the various delegates and members regarding the ADC. 67. Further examination of the record shows that copies of the signed list of attendees and minutes for the ADC were adduced, to support the Defendants’ averment that the said Conference was well attended. The same appear on pages 23 to 41 of the 1st to 7th Defendants’ Bundle). The court further noted from the minute that the proposed amendments for the FHOK Constitution were considered and adopted after deliberations leading to election of various persons, including the 1st Defendant as National Chairperson. 68. From the foregoing, I am of the view that while it has been asserted by the Plaintiffs that the notice given for the ADC fell short of the 21-day timelines set out in the FHOK Constitution, they did not demonstrate that this was the case. From the material tendered, it is apparent that the ADC had a reasonable attendance which would make it more plausible than not, that sufficient notice of the ADC was given to the relevant members and delegates. 69. Further to the foregoing, I have not come across any credible evidence supporting the Plaintiffs’ averment that no prior notice of the proposed amendments was given to the relevant members and delegates or to support the evidence by the Plaintiffs, that objections to the proposed amendments to the FHOK Constitution were not considered or otherwise disregarded. It is apparent from the ADC minutes referenced above, the contents of which have not been challenged by the Plaintiffs, that the proposed amendments were deliberated upon before being approved. Further, I did not find any evidence that the manner in which the elections were conducted contravened the FHOK Constitution. The ADC minutes capture the details of the procedure and the outcome of the said elections. 70. On the subject of the venue of the ADC, I have noted that the venue was initially indicated as Milele Resort in Nakuru as per the notice but the minutes show that the ADC was held at Tumaini Resort Hotel also in Nakuru. I have considered the explanation offered by the 1st to 7th Defendants as well as the 8th Defendant, in respect of the change of the venue. I am satisfied that the explanation offered is reasonable in the circumstances. 71. I have also noted that the ADC and previous NEC meetings were chaired by the 1st Defendant in his capacity as Interim/Acting Chairman, before his appointment to the position of Chairman. Under Regulation 2 of the FHOK Constitution, meetings shall be chaired by the Chairperson; in whose absence the Vice Chairperson shall step in; and in whose absence a member selected in the meeting. In the present instance, it is apparent that following the removal of the 1st Plaintiff as Chairman, the 1st Defendant was selected from among the members, to act as Chairperson until such time as elections would be held. During the intervening period, there is nothing to indicate that the position of Vice Chair had been occupied, in order to warrant the Vice Chair to take over from the Chairman. I have not come across any evidence to indicate that the 1st Defendant was irregularly acting as Chairperson, at all material times. 72. In view of all the foregoing circumstances, it is my finding that the Plaintiffs have not tendered any evidence to demonstrate that the ADC was unprocedurally or unlawfully convened and/or conducted. https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 11

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73. In respect of whether the 1st and 2nd Plaintiffs and the NEC elected alongside them constitute the rightful officials of FHOK, there is no dispute that the 1st and 2nd Plaintiffs were at all material times honorary officials of the NEC, as defined under Article 19 of the FHOK Constitution, which stipulates that honorary officials shall be the Chairperson and Treasurer. The tenure of honorary members, as set out under Regulation 8, is three (3) years and one can be re-elected for a subsequent period of three (3) years, but with a maximum of two (2) consecutive terms. 74. As earlier mentioned, the 1st Plaintiff was removed from his position and subsequently from being a volunteer member of FHOK prior to the ADC, and there is nothing to indicate that he ever challenged the decision by way of an appeal. In the premises, there was no basis for consideration as an official of FHOK thereafter. Concerning the 2nd Plaintiff, it is apparent from the record that she was at all material times the Treasurer of the NEC, having served in the said position since the year 2014. Upon consideration thereof and a reference to Regulation 8, it follows that the 2nd Plaintiff would not have been eligible to serve an additional term, by virtue of her having served two (2) consecutive terms between 2014 and 2020. 75. To add on, as earlier established, there is nothing credible on the record to indicate that the NEC elections resulting from the ADC were invalid. In the circumstances, I find no basis upon which to deem the 1st and 2nd Plaintiffs as well as their NEC counterparts at the time, not rightfully elected officials and members of FHOK. 76. Concerning the last issue touching on reliefs, upon my finding that the Plaintiffs have not proved their case against the Defendants, it follows that they would not be entitled to the reliefs sought in the plaint. Consequently, the Plaintiffs’ suit is hereby dismissed with costs to the 1st to 8th Defendants, all inclusive. 77. Orders shall issue accordingly. DATED, SIGNED AND DELIVERED THIS 22ND DAY OF OCTOBER 2025. S. N. MUTUKU JUDGE https://new.kenyalaw.org/akn/ke/judgment/kehc/2025/16618/eng@2025-10-22 12

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