QUESTION ONE

A. Article 27 of the Constitution provides for equality and freedom from

discrimination. Specifically, Article 27(8) requires the State to take legislative and
other measures to implement the principle that no more than two-thirds of the
members of elective or appointive bodies shall be of the same gender.
Despite this directive and court decisions which have declared Parliament
unconstitutionally constituted by failing to comply with the two-thirds gender
principle, Parliament has never complied with the requirement. Further,
Parliament has on several occasions unsuccessfully attempted to pass legislation
to realize the principle. Maendeleo Yetu, a civil society organization believes that
it is possible to realize the principle by amending the Constitution. They propose
that the National Assembly be divided into two equal halves and each half be
specifically reserved for either gender on rotational basis. The proposal is based
on the fact that women in Kenya account for more than fifty percent (50%) but
their representation in Parliament has never been more than thirty percent (30%)
since independence. It is further asserted that the proposal will not require the
election of the forty-seven women representatives and nominations intended to
realize the principle.
This will in turn drastically reduce the cost of running the legislature and dignify
representation of women by being directly elected. The following are extracts of
constitutional provisions which provide for the composition of Parliament. 97. (1)
The National Assembly consists of – (a) two-hundred and ninety members, each
elected by the registered voters of a single member constituency; (b) forty-seven
women, each elected by the registered voters of the counties, each county
constituting a single member constituency; (c) twelve members nominated by
parliamentary political parties according to their proportion of members in the
National Assembly in accordance with Article 90, to represent special interests
including the youth, persons with disabilities and workers; and (d) the speaker,
who is an ex officio member. (2) Nothing in this Article shall be construed as
excluding any person from contesting an election under clause (1). The manner
of dividing and reserving the seats for either gender shall be specifically provided
for in the Tenth Schedule.
Without concerning yourself with the enacting formula, commencement,
consequential amendments, and the details to be provided in the schedule, draft
the requisite legislative proposal to effect the proposal by Maendeleo Yetu. (10
Marks)

THE CONSTITUTION OF KENYA (AMENDMENT) BILL, 2025

A Bill for
An Act of Parliament to amend the Constitution of Kenya to provide for equal
gender representation in the National Assembly; and for connected purposes.

1. Short Title
This Act may be cited as the Constitution of Kenya (Amendment) Act, 2025.

2. Amendment of Article 97 of the Constitution

Article 97 of the Constitution is amended by deleting clause (1)(a), (b), and (c)
and substituting therefor the following new paragraph—
“(a) two hundred and ninety members, divided into two equal halves,
one half reserved for either gender, to be elected on a rotational basis
as provided in the Tenth Schedule; and
(b) the Speaker, who shall be an ex officio member.”

3. Insertion of New Clause (3)

Article 97 is amended by inserting the following new clause immediately after
clause (2)—
(3) For the purposes of clause (1)(a), the manner of dividing and
reserving seats for either gender, and the system of rotational
representation, shall be as set out in the Tenth Schedule.

4. Insertion of New Tenth Schedule

The Constitution is amended by inserting the following new Schedule
immediately after the Ninth Schedule—
TENTH SCHEDULE
(Article 97)
PROVISION FOR TWO-THIRDS GENDER PRINCIPLE IN THE NATIONAL
ASSEMBLY
1. The two hundred and ninety constituencies shall be divided into two equal
halves.
2. One half of the constituencies shall be reserved for one gender, and the
other half for the other gender.
3. The allocation of constituencies for each gender shall be on a rotational
basis to be prescribed by legislation.
4. Only candidates of the specified gender shall be eligible to contest in the
constituencies reserved for that gender during a given election cycle.

QUESTION 2

Mwenye Mali is the sole shareholder and director of Biashara Limited whose
address is P.O Box 3334, Nairobi, Kenya. The volume of business has increased
significantly and Mwenye Mali is contemplating ceding some of his powers to his
son, Mwana Mali. Mwana Mali is currently the chief executive officer of the
company. Mwenye Mali and Mwana Mali have approached you to assist them to
facilitate their proposal. They inform you that they have agreed that Mwana Mali
shall be responsible for signing all documents relating to the company. Such an
arrangement is intended to remain in force until it is terminated. Prepare the
necessary document. (7 Marks)
SPECIAL POWER OF ATTORNEY
BY BIASHARA LIMITED
P.O. Box 3334 – 00100, Nairobi, Kenya

APPOINTMENT
I, MWENYE MALI, of P.O. Box 3334 – 00100, Nairobi, being the sole shareholder
and director of BIASHARA LIMITED, a company incorporated in the Republic of
Kenya under the Companies Act, do hereby APPOINT my son MWANA MALI, of
P.O. Box 3334 – 00100, Nairobi (hereinafter called “the Attorney”), to be the
lawful Attorney of the Company.

AUTHORITY
The Attorney shall have full authority, in the name and on behalf of the
Company, to:
1. Sign, execute and deliver all deeds, contracts, agreements,
correspondence, receipts, notices, instruments and documents relating to
the business and affairs of Biashara Limited.
2. Represent the Company before government offices, ministries,
departments, local authorities, and private entities in all matters requiring
execution of documents.
3. Perform all lawful acts incidental or necessary to the effective execution of
the above powers.

DURATION
This Power of Attorney shall remain in force until revoked in writing by the
Company.

RATIFICATION
The Company undertakes to ratify and confirm all lawful acts performed by the
Attorney pursuant to this Power of Attorney, as if the same had been performed
by the Company itself.

IN WITNESS WHEREOF,
I, the said MWENYE MALI, have hereunto set my hand and affixed the
seal of the Company this ___ day of __________, 2025.

SIGNED AND SEALED by BIASHARA LIMITED

acting through its Sole Director:

PART X — TRANSITIONAL PROVISIONS RELATING TO THE OFFICE OF THE

REGISTRAR

1. Establishment of the Commission

1. There is established a Commission to be known as the Political Parties
Commission which shall consist of not more than seven members
appointed in accordance with this Act.
2. The Commission shall be a body corporate with perpetual succession and
a common seal, and shall be capable of suing and being sued in its
corporate name.

2. Transitional Provisions on Registrar and Assistant Registrars

1. The persons who, immediately before the commencement of this Act,
were serving as the Registrar of Political Parties and the Assistant
Registrars shall, upon commencement, be deemed to have been
appointed as Commissioners of the Political Parties Commission.
2. The term of office of such persons shall be reckoned from the date of their
original appointment as Registrar and Assistant Registrars respectively,
 and shall run for the remainder of their unexpired term under the repealed
provisions.

3. Staff, Experts and Consultants

1. Every person who, immediately before the commencement of this Act, was
a member of staff, expert, or consultant appointed or contracted by the
Office of the Registrar shall, upon commencement, be deemed to be a
member of staff, expert, or consultant of the Political Parties Commission
on the same terms and conditions of service.
2. Any benefit, entitlement, or obligation accrued by such staff before
commencement shall continue as if this Act had not been enacted.

4. Transfer of Assets, Liabilities, and Undertakings

1. All movable and immovable property, assets, funds, and other resources
vested in, acquired, or held by the Office of the Registrar immediately
before the commencement of this Act shall, upon commencement, vest in
the Political Parties Commission without further conveyance, transfer, or
assignment.
2. All rights, obligations, liabilities, debts, and undertakings of the Office of
the Registrar existing at the commencement of this Act shall automatically
be transferred to and become the rights, obligations, liabilities, debts, and
undertakings of the Political Parties Commission.

5. Continuity of Legal Proceedings and Certificates

1. Any legal proceedings or claims pending by or against the Office of the
Registrar immediately before the commencement of this Act may be
continued or enforced by or against the Political Parties Commission as if
the Commission were the party to those proceedings.
2. All certificates, licences, authorizations, and instruments issued by the
Office of the Registrar under this Act or any other written law, and which
were valid immediately before the commencement of this Act, shall be
deemed to have been issued by the Political Parties Commission and shall
remain valid until their expiry, revocation, or replacement under this Act.
QUESTION THREE
Your client, Nuru Crypto Solutions Inc. (“N-Crypto”), develops and supports a
cryptocurrency management software known as the N-Vault System (the
“Product”) in Kenya. N-Crypto delivers support under the terms of its standard
contract template. The company releases updated versions of the Product
approximately every six to twelve months. It now wishes to revise the language
in its standard contract template to encourage customers to upgrade to newer
versions of the Product more frequently. Currently, the contract template
contains the following provision: 18. Product Versions Supported. N-Crypto will
provide Support Services for the most current version of the Product and the
three previous versions. N-Crypto has requested the following changes to Section
18: i. Revise the provision so that N-Crypto will provide Support Services for only
the most current version and one previous version of the Product, rather than the
most current version and three previous versions. ii. Include a clause that allows
N-Crypto to terminate Support Services if the Customer is using a version of the
Product that is neither the most current version nor the version immediately
preceding it. iii. Add a provision to allow N-Crypto to agree to provide support for
an older version of the Product for one year upon the customer’s request, with
the customer paying a surcharge equal to 5% of the customer’s current annual
Support Services Fee. The provision should make it clear that N-Crypto is not
obligated to provide support for the older version. In light of the foregoing: A.
Draft a revised Section 18 of the standard contract template reflecting the
requested changes.
18. Product Versions Supported
18.1 Supported Versions. N-Crypto will provide Support Services only for (a)
the most current version of the Product, and (b) the version of the Product
immediately preceding the most current version.
18.2 Termination of Support. N-Crypto reserves the right to terminate Support
Services for any Customer who continues to use a version of the Product that is
neither the most current version nor the version immediately preceding it.
18.3 Optional Extended Support. Notwithstanding Section 18.1, upon the
Customer’s written request, N-Crypto may, at its sole discretion, agree to provide
Support Services for an older version of the Product for a period not exceeding
twelve (12) months. Such extended support shall be subject to a surcharge equal
to five percent (5%) of the Customer’s current annual Support Services Fee. For
clarity, nothing in this Section shall obligate N-Crypto to provide support for any
version of the Product other than those specified in Section 18.1.