FIRST SCHEDULE
TRANSITIONAL PROVISIONS
SpentSECOND SCHEDULE
PROVISIONS AS TO THE CONDUCT OF BUSINESS AND AFFAIRS OF THE BOARD
(1)Any member of the Board other than an ex officio member shall, subject to the provisions of this Schedule, hold office for a period not exceeding three years, on such terms as may be specified in the instrument of appointment, but shall be eligible for re-appointment for a further term of three years.(2)The members of the Board shall be appointed at different times so that the respective expiry dates of their terms of office fall at different times.2.Vacation of OfficeA member other than an ex officio member may—(a)at any time resign from Office by notice in writing to the Cabinet Secretary;(b)be removed from Office by the Cabinet Secretary if the member—(i)has been absent from three consecutive meetings of the Board without permission from the Chairperson; or(ii)is adjudged bankrupt or enters into a composition scheme or arrangement with his creditors; or(iii)is convicted of an offence involving dishonesty or fraud; or(iv)is convicted of a criminal offence and sentenced to imprisonment for a term exceeding six months or to a fine exceeding ten thousand shillings; or(v)is incapacitated by prolonged physical or mental illness or is deemed otherwise unfit to discharge his duties as a member of the Board; or(vi)fails to comply with the provisions of this Act relating to disclosure.(1)The Board shall meet not less than four times in every financial year and not more than four months shall elapse between the date of one meeting and the date of the next meeting.(2)Notwithstanding the provisions of subparagraph (1), the Chairperson or any three other members of the Board may call a special meeting at any time where it is deemed expedient for the transaction of the business of the Board, by giving not less than seven days’ written notice to the members.(3)The members of the Board shall, at the first meeting of the Board, elect from amongst their number, a vice-Chairperson and an honorary treasurer.(4)Unless three-quarters of the total members of the Board otherwise agree, at least fourteen days’ written notice of every meeting of the Board shall be given to every member of the Board.(5)The quorum for the conduct of the business of the Board shall be five members excluding the Director-General.(6)The Chairperson shall preside at every meeting of the Board at which he is present but, in his absence, the vice-Chairperson shall preside and in the absence of the vice-Chairperson, the members present shall elect one of their number who shall, with respect to that meeting and the business transacted thereat, have all the powers of the Chairperson.(7)Unless a unanimous decision is reached, a decision on any matter before the Board shall be by a majority of votes of the members present and, in the case of an equality of votes, the Chairperson or the person presiding shall have a casting vote.(8)Subject to subparagraph (5), no proceedings of the Board shall be invalid by reason only of a vacancy among the members thereof.(9)Subject to the provisions of this Schedule, the Board may determine its own procedures and the procedure for any committee of the Board and for the attendance of any other persons at its meetings and may make standing orders, inter alia, in respect of—(a)the conduct and management of the affairs of the Board;(b)the manner in which all payments, including cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Board shall be signed, drawn, accepted, endorsed or otherwise executed;(c)the procedure for meetings and other business of the Board;(d)the duties of officers, employees, consultants and agents of the Board; and(e)the conditions of service and remuneration of staff and other employees, consultants and agents of the Board.(1)If a member is directly or indirectly interested in any contract, proposed contract or other matter before the Board and is present at a meeting of the Board at which the contract, proposed contract or other matter is subject of consideration, he shall, at the meeting and as soon as practicable after the commencement thereof, disclose the fact and shall not take part in the consideration or discussion of, or vote on, any questions with respect to the contract or other matter, or be counted in the quorum of the meeting during the consideration of the matter:Provided that, if the majority of the members present are of the opinion that the experience or expertise of such member is vital to the deliberations of the meeting, the Board may permit the member to participate in the deliberations subject to such restrictions as it may impose but such member shall not have the right to vote on the matter in question.(2)A disclosure of interest made under this paragraph shall be recorded in the minutes of the meeting at which it is made.5.MinutesThe Board shall cause minutes of all resolutions and proceedings of meetings of the Board to be entered in books kept for that purpose.