Wakilii

Ogwok Kenneth Robert and Others v Nabende Stephen and Others (Miscellaneous Cause No. 95 of 2025)

High Court · [2025] UGHCCD 240 · 2025 Application Partly Allowed AI-generated summary ↓ Download Pin to watchlist Add to matter
Jurisdiction
Uganda
Case Type
Application for judicial review seeking prerogative orders to quash unlawful suspensions and restore lawful governance of a cooperative union board
Decision
Application partly allowed; suspensions quashed; resolutions after 7 February 2025 set aside; Registrar ordered to convene Special General Meeting to reconstitute board; no damages awarded

Observed later treatment

No later-treatment classification is recorded for this judgment.

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Holding

Held that the actions of a cooperative union board chairperson and the Registrar of Cooperative Societies are amenable to judicial review under Rule 3(f) of the Judicature (Judicial Review) Rules. The court found that the board's tenure had expired by 31 March 2025, rendering all subsequent actions by board members illegal. The chairperson's unilateral suspension of three board members on 18 March 2025 was quashed as ultra vires the byelaws. The court ordered the Registrar to convene a Special General Meeting to reconstitute the board and set aside all resolutions made after 7 February 2025.

Outcome

Application partly allowed; suspensions quashed; resolutions after 7 February 2025 set aside; Registrar ordered to convene Special General Meeting to reconstitute board; no damages awarded

Facts

The applicants were elected board members of Walimu Cooperative Union Limited. On 7 February 2025, the board unanimously resolved to terminate three senior staff members and appoint an acting general manager. The 1st respondent (board chairperson) refused to organize a handover, and the terminated staff remained in control. After the applicants petitioned the Ministry on 4 March 2025, the 1st respondent unilaterally suspended them on 18 March 2025 and filed a resolution on 24 March 2025 reversing the 7 February decisions and reinstating the terminated staff. He appointed new board members without authority and convened meetings without quorum. The 2nd respondent (Registrar of Cooperative Societies) registered these resolutions and refused to release certified copies of the union's file to the applicants. The central dispute concerned whether the board's tenure had expired and whether the 1st respondent's unilateral actions were lawful.

Issues

  1. Whether the actions of the 1st, 2nd and 3rd Respondents are amenable to judicial review?
  2. Whether the Application has merit?
  3. What remedies are available to the parties?

Orders

  • Pursuant to section 21(2) of the Cooperative Societies Act, the Registrar should immediately convene a Special General Meeting of the 3rd Respondent giving 14 days' notice from date of Order, with the special agenda of re-constituting the Board.
  • The suspension of the applicants by the Chairperson through emails dated 18th March 2025 is hereby quashed.
  • The resolutions of 7th February 2025 suspending the 3rd Respondent's Management team is vacated.
  • The decision purporting to co-opt 3 directors namely: Tumuhaire Spelto, Okwanga George William and Khauka Francis is hereby set aside.
  • All the decisions made after 7th February 2025 and any resultant resolution(s) including the convening of a meeting on 16th April 2025 are hereby set aside.
  • The Board when fully constituted should within the shortest time practicable ensure that a professional Management Team is in place to run the affairs of the 3rd Respondent.
  • No order as to damages.
  • Each party to bear their own costs.

Rules and key headnotes

Judicial Review — Amenability — Cooperative Societies
Decisions of societies registered under the Cooperative Societies Act Cap. 107 and the actions of their officers are amenable to judicial review under Rule 3(f) of the Judicature (Judicial Review) Rules, 2009 as amended by S.I. No. 32 of 2019.
Cooperative Societies — Byelaws — Binding Effect
Under Section 34(1) of the Cooperative Societies Act Cap. 107, the registered byelaws of a cooperative society bind the society and its officers absolutely, and any action taken in disregard of those byelaws is illegal and of no effect.
Cooperative Societies — Board Powers — Suspension of Directors
A board chairperson of a cooperative society has no power under the byelaws to unilaterally suspend or remove fellow board members; such power is vested exclusively in the Annual General Meeting under the society's byelaws, and any purported suspension by the chairperson acting alone is ultra vires and void.
Cooperative Societies — Board Tenure — Effect of Expiry
Where the tenure of a cooperative society's board has expired, all resolutions and actions taken by board members purporting to act in their official capacity after the expiry date are illegal and of no legal effect, regardless of the members' subjective belief that they remained in office.
Judicial Review — Remedies — Certiorari
Where a board chairperson acts unilaterally in breach of the society's byelaws and without the requisite quorum, the court will grant certiorari to quash the impugned resolutions and orders to restore lawful governance, including directing the Registrar to convene a Special General Meeting to reconstitute the board.

Legislation cited (19)

Cases cited (11)

  • Mengo Teachers Cooperative Savings and Credit Society Ltd v Registrar of Cooperatives and 5 Others (Miscellaneous Cause No. 49 of 2022)
  • Dr Isaac Wanzige Magoola v Makerere University Business School and Another (Miscellaneous Cause No. 242 of 2019)
  • Mugisha Hashim v Uganda Law Society and 7 Others (Miscellaneous Cause No. 263 of 2024)
  • Makula International Limited v His Eminence Cardinal Nsubuga and Another (Civil Appeal No. 4 of 1981)
  • Master Links Uganda Limited v Attorney General (Miscellaneous Cause No. 167 of 2022)
  • Bukulumpagi Daniel and Others v Uganda National Bureau of Standards and Others (Miscellaneous Cause No. 268 of 2017)
  • Mohamed Allibhai v Attorney General (HCM No. 217 of 2021)
  • Major General David Sejusa v Attorney General (HCM No. 176 of 2015)
  • Hadley v Baxendale (1894) 9 Exch 341
  • Kibimba Rice Ltd v Umar Salim (Supreme Court Civil Appeal No. 17 of 1992)
  • Uganda Commercial Bank v Kigozi [2002] 1 EA 305

Full judgment

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The original judgment as reported. Read the original PDF before relying on any passage.

Ogwok Kenneth Robert and Others v Nabende Stephen and Others (Miscellaneous Cause No. 95 of 2025) [2025] UGHCCD 240 (31 December 2025)
Source: this page presents Wakilii’s issue analysis and metadata for a publicly reported Ugandan judgment. Any AI-generated summary is marked as such. Judgment text is sourced from the Uganda Legal Information Institute (ulii.org). Wakilii is not affiliated with ULII.