Point in Time
Act No: CAP. 108
Act Title: SOCIETIES
[ Date of commencement: 16th February, 1968. ]
[ Date of assent: 6th February, 1968. ]
Arrangement of Sections
PART I – PRELIMINARY
1.
Short title

This Act may be cited at the Societies Act.

3.
Societies established in Kenya

For the purposes of this Act, a society is established in Kenya, although it may be organized and have its headquarters or chief place of business outside Kenya, if any of its officers or members resides in Kenya or is present therein, or if any person in Kenya manages or assists in the management of the society or solicits or collects money or subscriptions on its behalf, except during such time as—

(a)

it is organized and is operating wholly outside Kenya; and

(b)

no office, place of business or place of meeting is maintained or used in Kenya by it or by any person on its behalf; and

(c)

no register of all or any of its members is kept in Kenya; and

(d)

no subscription is collected or solicited in Kenya by it or by any person on its behalf.

PART II – UNLAWFUL SOCIETIES
PART III – REGISTRATION AND EXEMPTION FROM REGISTRATION
9.
Society to apply for registration or exemption

Every society shall, in the prescribed manner and within twenty-eight days after the formation thereof, make application to the Registrar for registration or for exemption from registration under this Act.

14.
Cessation of existence of society
(1)

If the Registrar has reason to believe that any registered society or exempted society has ceased to exist, he may publish in the Gazette a notice calling upon such society to furnish him, within a period of three months from the date of the notice, with proof of its continued existence.

(2)

If at the expiration of such period the Registrar is satisfied that the society has ceased to exist, he shall cancel the registration or rescind the exemption, as the case may be, of the society, and shall thereupon publish in the Gazette notice of such cancellation or rescission.

(3)

If the Registrar is satisfied beyond doubt that a registered society or exempted society has ceased to exist, he may immediately proceed under subsection (2) of this section without having previously published a notice in the Gazette, and the remaining provisions of that subsection shall apply accordingly.

PART IV – CONDUCT AND ADMINISTRATION OF SOCIETIES
16.
Office and postal address
(1)

Every registered and every exempted society shall have an office and a postal address, and notice of the situation of the office and of the postal address shall be given to the Registrar in the prescribed form on application for registration or exemption from registration.

(2)

All communications and notices required or authorized to be sent under or for the purposes of this Act or any subsidiary legislation thereunder may be sent by post addressed to the postal address of the society.

(3)

Notice in the prescribed form of any change of the situation of the office, or of the postal address, of a registered or exempted society shall be given to the Registrar within fourteen days of the change, and the notice shall be signed by three of the officers of the society.

(4)

Any registered society or exempted society which—

(a)

operates without having an office, or without having a postal address, or without having given notice of the situation of its office or of its postal address as required by subsection (1) of this section; or

(b)

operates at any place to which its office may have been removed without having given notice of the change in the situation thereof to the Registrar as required by subsection (3) of this section; or

(c)

fails to give notice of any change of its postal address as required by subsection (3) of this section,

shall be guilty of an offence.

17.
Change of officers or title of office
(1)

Notice in the prescribed form of any change of officers, or of the title of any office, of a registered society shall be given to the Registrar within fourteen days of the change, and the notice shall be signed by three of the officers of the society.

(2)

Any registered society which fails to give notice as required by subsection (1) of this section of any change of officers or of the title of any office of the society, shall be guilty of an offence.

19.
Contents of constitution or rules
(1)

The constitution or rules of every registered society or exempted society, formed after the commencement of this Act shall provide, to the satisfaction of the Registrar, for all the matters specified in the Schedule to this Act and shall not be amended so that it ceases so to provide.

(2)

The Registrar may, if he thinks fit, by order in writing, require any society which, at the commencement of this Act, is registered to amend its constitution or rules within three months after the date of the order to provide for all or any of the matters specified in the Schedule to this Act, and, notwithstanding its constitution or rules, the society, for the purpose of complying with the order, shall convene a meeting of the same kind as is required by its constitution or rules for amending its constitution or rules, or if the constitution or rules make no provision for such amendment the society shall convene a general meeting of members for the purpose.

(3)

If a registered society contravenes an order given under subsection (2) of this section, the society and every officer thereof shall each be guilty of an offence, and the society shall be liable to a fine not exceeding ten thousand shillings, and every officer shall be liable to the like fine or to imprisonment for a term not exceeding one year or to both such fine and such imprisonment:

Provided that an officer shall not be convicted of the offence under this subsection if he establishes to the satisfaction of the court that he exercised due diligence to prevent its commission and that the offence occurred by reason of matters beyond his control.

20.
Registered society to obtain consent of Registrar before amending name, constitution, etc.
(1)

No registered society shall—

(a)

amend its name, or its constitution or rules; or

(b)

become a branch of, or affiliated to or connected with, any organization or group of a political nature established outside Kenya; or

(c)

dissolve itself,

except with the prior consent in writing of the Registrar, obtained upon written application to him signed by three of the officers of the society.

(2)

An application by a society to do any of the things specified in subsection (1) of this section shall be accompanied by a copy of the minutes of the meeting at which the resolution to do that thing was passed, certified as a true copy by three of the officers of the society, and the application shall be delivered to the Registrar within fourteen days after the day on which the resolution was passed.

(3)

Any registered society which contravenes this section shall be guilty of an offence.

21.
Exempted society to inform Registrar of amendment of name, etc.
(1)

Every exempted society which—

(a)

amends its name or objects; or

(b)

becomes a branch of or affiliated to or connected with, any organization or group of a political nature established outside Kenya; or

(c)

dissolves itself,

shall within fourteen days from the date of effecting such amendment or other matter as aforesaid give to the Registrar notice thereof in writing signed by three of the officers of the society.

(2)

Any exempted society which contravenes subsection (1) of this section shall be guilty of an offence.

22.
Officers on dissolution

Notwithstanding the dissolution or purported dissolution of a society, the persons who, immediately before the dissolution or purported dissolution, were officers of the society shall be deemed, for the purposes of sections 20 and 21 of this Act, to have been and to be such officers.

23.
Restriction of appointment of certain officers, etc.
(1)

No person who has been convicted of a crime involving fraud or dishonesty shall be capable of being appointed or elected—

(a)

to the office of treasurer, deputy treasurer or assistant treasurer of a registered society or exempted society; or

(b)

to any other office in such a society the holder of which is responsible for the collection, disbursement, custody or control of the funds of the society or for its accounts; or

(c)

to be trustee or auditor of such a society.

(2)

No person shall be capable of being appointed or elected auditor of a registered society or exempted society who is an officer of that society.

24.
Purporting to act as officer

Any person who—

(a)

acts or purports to act as an officer of a registered society, and who has not been duly appointed or elected as an officer of that society; or

(b)

having been appointed or elected as an officer of a society (otherwise than at the time of the formation of the society), acts as an officer of that society after the end of the period prescribed by section 17(1) of this Act for giving notice of his appointment or election to the Registrar, no such notice having been given within such period,

shall be guilty of an offence and liable to a fine of five thousand shillings or to imprisonment for a term not exceeding six months, or to both such fine and such imprisonment:

Provided that this section shall not prevent a person who has been duly appointed or elected as officer of the society from signing the notice prescribed by section 17(1) of this Act.

25.
Register of members
(1)

Every registered society shall keep a register of its members in such form as the Registrar may specify or as may be prescribed, and shall cause to be entered therein the name and address of each member, the date of his admission to membership and the date on which he ceases to be a member.

(2)

If a registered society contravenes subsection (1) of this section, the society and every officer thereof shall each be guilty of an offence, and the society shall be liable to a fine not exceeding ten thousand shillings, and every officer shall be liable to the like fine or to imprisonment for a term not exceeding one year or to both such fine and such imprisonment:

Provided that an officer shall not be convicted of the offence if he establishes to the satisfaction of the Court that he exercised due diligence to prevent its commission and that the offence occurred by reason of matters beyond his control.

26.
Books of account
(1)

Every registered society shall keep one or more books of account, and shall cause to be entered therein details of all moneys received and payments made by the society.

(2)

Any registered society which contravenes subsection (1) of this section shall be guilty of an offence.

27.
Treasurer to render accounts
(1)

Subject to the constitution or rules of the society, every treasurer and every other officer of a registered society who is responsible for the accounts of the society or for the collection, disbursement, custody or control of its funds shall—

(a)

at least once in every year at such time as may be specified in the constitution or rules of the society; and

(b)

at any other times at which he may be required to do so by a resolution of the members of the society or by the rules thereof; and

(c)

upon resigning or otherwise vacating his office,

render to the society and its members a full and true account of all moneys received and paid by him during the period which has elapsed since the date of his assuming office or, if he has previously rendered an account, since the last date upon which he rendered such account, and of the moneys remaining in his hands at the time of rendering such account, and of all bonds, securities or other property of the society entrusted to his custody or under his control.

(2)

After the account has been rendered, the treasurer or other officer referred to in subsection (1) of this section shall, if he is resigning or vacating his office or if required to do so, forthwith hand over to the succeeding treasurer or officer, as the case may be, such moneys as appear to be due from him, and all bonds, securities, effects, books, papers and property of the society in his hands or otherwise under his control.

(3)

Any treasurer or other officer referred to in subsection (1) who contravenes this section shall be guilty of an offence and be liable to a fine not exceeding five thousand shillings or to imprisonment for a term not exceeding six months, or to both such fine and such imprisonment.

28.
Inspection of accounts and documents
(1)

A registered society shall make its books of account and all documents relating thereto, and a list of the members of the society, available—

(a)

for inspection by any officer or member of the society at such place and at such times as may be provided for in the constitution or rules of the society; and

(b)

for inspection by the Registrar, or by any person authorized by him in writing in that behalf, at the office of the Registrar at any reasonable time specified by him, if so required in writing by the Registrar.

(2)

Any registered society which fails to make available to the Registrar, at his office and at the specified time, any books of account, documents or lists of members which he has been required under subsection (1) of this section to make so available shall be guilty of an offence.

(3)

Any person who obstructs the Registrar or any such authorized person in the carrying out of an inspection under subsection (1) of this section shall be guilty of an offence and be liable to a fine not exceeding one thousand shillings or to imprisonment for a term not exceeding two months, or to both such fine and such imprisonment.

29.
Meetings of societies
(1)

Every registered society shall, at least once in every year, hold a general meeting to which all its members shall be invited, and shall at such meeting—

(a)

render a full and true account of the moneys received and paid by the society, such account being audited in accordance with the rules of the society; and

(b)

cause to be elected or appointed all such officers, trustees and auditors and, where applicable, such committees as are required in accordance with the constitution and rules of the society.

(2)

Any registered society which contravenes subsection (1) of this section shall be guilty of an offence.

30.
Annual returns
(1)

Every registered society shall furnish annually to the Registrar, on or before the prescribed date, such returns, accounts and other documents as may be prescribed.

(2)

If any return, account or other document furnished under subsection (1) of this section is incomplete in any material particular, it shall be taken not to have been furnished for the purposes of subsection (1) of this section.

(3)

Any registered society which contravenes subsection (1) of this section shall be guilty of an offence.

(4)

Any person who wilfully makes or orders or causes or procures to be made any false entry in or omission from any return, account or other document furnished under this section shall be guilty of an offence and be liable to a fine not exceeding ten thousand shillings or to imprisonment for a term not exceeding one year, or to both such fine and such imprisonment.

31.
Registrar may call for information and accounts
(1)

Where the Registrar has reasonable cause to believe that circumstances have arisen which render it expedient for the proper performance of his functions under this Act so to do, he may, by order in writing, require any registered society to furnish him with—

(a)

a true and complete copy of its constitution and rules;

(b)

a true and complete list of its officers and members;

(c)

a true and complete copy of the minutes of any meeting held by the society at which officers of the society were elected or appointed or were ostensibly appointed or elected;

(d)

a true and complete return of the number of meetings held by the society in Kenya within the period of six months immediately preceding the date of the order, stating the place or places at which such meetings were held;

(e)

duly audited accounts of the society covering such period as he deems necessary for the purpose for which the order is made;

(f)

such other accounts, returns and other information as may be prescribed.

(2)

An order given under subsection (1) of this section shall require compliance therewith within a specified period (not being less than twenty-one days in respect of the documents specified in paragraphs (a), (b), (c), (d) and (f), and not less than sixty days in respect of the documents specified in paragraph (e) of that subsection):

Provided that the Registrar may, on application made to him, extend the period.

(3)

Where the Registrar ordered duly audited accounts under paragraph (e) of subsection (1) of this section, the cost of the audit shall be paid out of the funds of the society in respect of which the order is made, unless the Registrar otherwise directs.

(4)

A society which, on the ground of its failure to comply with an order to furnish duly audited accounts under this section, has had its registration cancelled under section 12 of this Act shall not again be registered, and no society which, in the opinion of the Registrar, is a successor of such a society, shall be registered, unless in either case, in addition to compliance with the provisions of this Act concerning registration, the application for registration is accompanied by the duly audited accounts required by the order.

(5)

Any registered society, which fails to comply with an order given under subsection (1) of this section shall be guilty of an offence.

(6)

If any information or document furnished to the Registrar in pursuance of an order given under this section is false, incorrect or incomplete in any material particular there shall be deemed to have been no compliance with such order.

(7)

In this section, the expression Dtl “duly audited” means audited by a person approved by the Registrar.

32.
Discretion to publish certain information

The Registrar, where it appears to him to be in the interests of the members of any society, may publish in the Gazette, or by advertisement in any newspaper or in any other manner he may think fit, any information received by him under section 20, section 21 or section 31 of this Act.

PART V – WINDING-UP
37.
Part not to apply to forfeited property

This Part does not apply to any property ordered under section 43 of this Act to be forfeited.

PART VI – INVESTIGATION OF OFFENCES AND PUNISHMENT OF OFFENDERS
39.
Powers of entry, arrest and search

A magistrate, a police officer of or above the rank of Assistant Superintendent or any police officer authorized in writing by a magistrate or by such a police officer may without warrant enter with or without assistance any house or building or any place in which he has reason to believe that a meeting of an unlawful society, or of persons who are members of an unlawful society, is being held, and may without warrant arrest or cause to be arrested all persons found therein, and search such house, building or place, and seize or cause to be seized all insignia, banners, arms, books, papers, documents and other property which he has reasonable cause to believe belong to an unlawful society or are in any way connected with the purpose of the meeting:

Provided that—

(i) an officer shall act under this section without a warrant only if he has reasonable cause to believe that the delay occasioned in obtaining a warrant would seriously hinder him in the performance of his duties;
(ii) section 36 of the Criminal Procedure Code (Cap. 75) shall apply in the case of every person arrested without a warrant under this section;
(iii) if anything is seized by such officer he shall cause it to be forthwith brought before a court, in order that it may be dealt with according to law.
40.
Offences cognisable

Offences under section 5, section 6 or section 7 of this Act shall be cognizable to the police.

41.
Proceedings against societies
(1)

Where a society is charged with an offence under this Act or any rules made thereunder, the society may appear by a representative, who may enter a plea on behalf of the society and conduct the society’s defence on its behalf.

(2)

In this section, “representative” in relation to a society means a person who the court is satisfied has been duly appointed in writing by the society to represent it, but a person so appointed shall not by virtue of such appointment be qualified to act on behalf of the society before any court for any purposes other than those specified in this section.

42.
General penalty

Where a society is guilty of an offence under this Act for which no penalty is expressly provided, the society shall be liable to a fine not exceeding five thousand shillings, and in addition every officer thereof shall be guilty of the like offence and be liable to the like fine or to imprisonment for a term not exceeding six months or to both such fine and such imprisonment:

Provided that an officer shall not be convicted of the offence if he establishes to the satisfaction of the court that he exercised due diligence to prevent its commission and that the offence occurred by reason of matters beyond his control.

43.
Forfeiture

A court may at any time order that any books, accounts, writings, banners, insignia or other property belonging to any unlawful society shall be forfeited and delivered to the Registrar for disposal in such manner as he may see fit.

PART VII – EVIDENCE
44.
Admissibility of certified copies and extracts
(1)

In any legal proceedings, a paper purporting to be a copy of or an extract from any register or document kept by the Registrar, and purporting to be certified by him as a true copy or extract as aforesaid, shall be admissible as prima facie evidence of the contents of such register or document.

(2)

In the absence of evidence to the contrary, it shall be presumed that the signature on any such certificate is genuine and that the person signing it held the office and qualifications which he professed to hold at the time when he signed it.

(3)

No process for compelling the production of any document kept by the Registrar shall issue from any court except with the leave of that court, and any such process which is so issued shall bear a statement that it is issued with the leave of the court.

(4)

The Registrar shall not, in any legal proceedings to which he is not a party, be compellable—

(a)

to produce any document the contents of which can be proved under subsection (1) of this section; or

(b)

to appear as a witness to prove the matters, transactions or accounts recorded in any such document,

unless the court for special cause so orders.

45.
General presumptions

In any prosecution or other proceedings under this Act—

(a)

where it is proved that a club, company, partnership or association is in existence, it shall be presumed that such club, company, partnership or association is a society within the meaning of this Act unless the contrary is proved;

(b)

where it is alleged that a society is an unlawful society, the burden of proving that it is a registered society, or an exempted society, or that it is not a society, shall lie on the person charged;

(c)

a person named in the register kept by the Registrar as the holder of an office of a society shall be presumed to be the holder of that office or as the case may be, an office of that society, until the contrary is proved;

(d)

it shall not be necessary for the prosecution to prove that a society possesses a name, or that it has been constituted or is usually known under a particular name.

46.
Presumption of membership and existence of society
(1)

In any prosecution under this Act, where any books, accounts, writings, lists of members, seals, banners or insignia of or relating to, or purporting to relate to, a society are found in possession of any person, it shall be presumed, until the contrary is proved, that such person is a member of that society, and the society shall be presumed, until the contrary is proved, to be in existence at the time such books, accounts, writings, lists of members, seals, banners or insignia are so found.

(2)

Where any books, accounts, writings, lists of members, seals, banners or insignia of or relating to a society are found in the possession of any person, it shall be further presumed, until the contrary is proved, that that person assists in the management of the society.

47.
Evidence of membership of unlawful society

In any prosecution under this Act, it shall be no objection to the admissibility of evidence as to the constitution or rules, objects or activities of any society that the witness tendering such evidence is not or has not been a member of any unlawful society.

PART VIII – GENERAL
48.
Inspection of documents by public

On payment of the prescribed fees, any person may inspect at the office of the Registrar the register and any documents relating to any society lodged with the Registrar under this Act, and may obtain from the Registrar a copy of or extract from such register or document.

49.
Orders binding if served

An order given by the Registrar to any society under section 18, section 19 or section 31 of this Act shall be binding—

(a)

upon the society if served in accordance with section 50(1) of this Act; and

(b)

upon every officer thereof upon whom the order or a copy thereof is served.

50.
Service of summons
(1)

Every order, notice, summons or other document issued under this Act or under any rule made thereunder shall be validly served—

(a)

on a society, if it is sent by registered post addressed to it at its registered postal address; or

(b)

on an individual, if it is served or is sent by registered post addressed to him at the registered postal address of the society with which he is concerned.

(2)

Any document served by being sent by registered post shall be deemed to have reached the person or society to whom or to which it is addressed at the end of ninety-six hours after the time of posting.

51.
Exemption

Subject to the special provisions as to exemption from registration contained in section 10 of this Act, the Registrar may, by writing under his hand, exempt any specified society from all or any of the provisions of this Act or of any rules made thereunder, subject to such conditions, if any, as he may think fit, and may at any time cancel any such exemption or amend any such condition.

52.
Indemnification of public officers

No suit shall lie against any public officer for anything done or omitted to be done by him in good faith and without negligence in the intended exercise of any power or the intended performance of any duty conferred or imposed on him by or under this Act.

54.
Repeal

The following enactments are hereby repealed, that is to say—

(a)

the Societies Act (Cap. 108); and

(b)

sections 70, 71, 72, 73, 74, 75 and 76 of the Penal Code (Cap. 63):

Provided that, so far as may be expedient for the continuity of the law relating to societies—

(i) every registration, exemption, application, appointment, certificate, notice, notification, order or declaration done, made or issued; and
(ii) every scheme prepared, submitted or otherwise dealt with,

under any of those enactments shall be deemed to have been done, made or issued, or prepared, submitted or otherwise dealt with, under the corresponding provision of this Act.

SCHEDULE [Section 19.]
MATTERS TO BE PROVIDED FOR IN THE CONSTITUTION OR RULES OF EVERY SOCIETY
1.

The name of the society.

2.

The whole of the objects for which the society is to be established.

3.

The persons to whom membership is open.

4.

The rates of entrance and subscription fees (if any) for membership.

5.

The method of suspension or expulsion of members.

6.

The titles of officers, trustees and auditors and their terms of office, and the method of their election, appointment, dismissal and suspension.

7.

The composition of committees (if any) of the society, the terms of office of members of such committees and the method of their election, appointment, dismissal and suspension.

8.

The authority for and the method of filling vacancies on committees.

9.

The frequency of, quorums for and dates of the general meetings referred to in section 29 of this Act.

10.

The custody and investment of the funds and property of the society, and the designation of the persons responsible therefor.

11.

The purposes for which the funds may be used, and in particular the prohibition of the distribution of funds among members.

12.

The inspection of the books and list of members of a society, by any member or officer, under section 28(1) of this Act.

13.

The annual or periodical audit of accounts.

14.

The formation of branches, if branches may be formed.

15.

The manner of amending the name, constitution or rules of the society.

16.

The manner of the dissolution of the society and the disposal of its property on dissolution.