The Kenya Industrial Researchand Development Institute Act 2022 - as Plain Text by MWakili

NATIONAL COUNCIL FOR LAW REPORTING SPECIAL ISSUE LIBRARY Kenya Gazette Supplement No.

35 (Acts No.

6) REPUBLIC OF KENYA KENYA GAZETTE SUPPLEMENT ACTS, 2022 NAIROBI, 7th March, 2022 CONTENT Act PAGE 67 Act, 2022 The Kenya Industri al Research and Development Institute NATIONAL CGiJNCIL FOR li iW REPORTING 28 MAR 2022 P.

O.

Box 1i.443 - C01C0.

NAIROCI.

KE!\;YA TEL: 271923 ! FAX : 2712694 PRINTED AND PUBLISHED BY THE GOVERNM ENT PRINTER, NA IROBI 67 THE KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE ACT, 2022 No.

6 of 2022 Date of Assent: 24th February, 2022 Date of Commencement: 21st March, 2022 ARRANGEMENT OF SECTIONS Section PART I - PRELIMINARY 1 Short title.

2Interpretation.

3Objects of the Act.

PART H- KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE 4 Establishment of the Institute.

5Objectives of the Institute.

6Functions of the Institute.

7Powers of the Institute.

8Headquarters of the Institute.

9Board of the Institute.

10Qualifications of directors.

11^Functions of the Board.

12Powers of the Board.

13^Tenure of office.

14 Removal from office.

15Vacancies in office.

16Filhng of vacancies.

17^Meetings of the Board.

18Quorum of the Board.

19Delegation by the Board.

20Remuneration of directors.

21Director General of the Institute.

21Qualifications of the Director-General.

23^Functions of the Director-General.

24 Tenure of the Director General.

25Removal of the Director-General from office.

68 2022 Kenya Industrial Research and Development Institute No.

6 26Corporation Secretary of the Institute.

27Qualifications of the Corporation Secretary.

28Functions of the Corporation Secretary.

PART III- INVENTIONS AND INNOVATIONS BY EMPLOYEES 29Award to inventor or innovator.

30Rights to vest in Institute.

31Withholding intellectual information.

PART IV- FINANCIAL PROVISIONS 32 Funds of the Institute.

33Financial year.

34 Annual estimates.

35Accounts and audit.

36Annual reports.

PART V- MISCELLANEOUS PROVISIONS 37 Common seal.

38Protection from personal liability.

PART VI- PROVISIONS ON DELEGATED POWERS 39Regulations.

PART VII- TRANSITIONAL PROVISIONS 40Amendment of No.

28 of 2013.

41^Transitional matters.

42Board of the former Institute.

43Staff of the former Institute.

and aff air s SCHEDULEProcedure for the conduct of the Business of the B oar d 69 2022 Kenya Industrial Research and Development Institute No.

6 THE KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE ACT AN ACT of Parliament to amend the Kenya Industrial Research and Development Institute; and for connected purposes ENACTED by the Parliament of Kenya, as follows ENACTED by the Parliament of Kenya, as follows PART I - PRELIM INARY Short title.

1.

This Act may be cited as the Kenya Industrial Research and Development Institute Act, 2022.

Interpretation.

2.

In this Act, unless the context otherwise r equires- ( 4 Cabinet Secretary means the Cabinet Secretary and responsible for matters relating to industrial research development; 44 Board means the Board of D irectors of the Institute established under section 9; 44 former i nstitute means the Kenya Industrial Research and Development Institute existing immediately before the commencement of this Act; 44 incubation means the maintenance of enabling the environment conditions for the purpose of facilitating or growth or development of infant technologies, ideas i ndustries; 44 indigenous knowledge means the wisdom scientific developed over generations of holistic traditional utilization of the lands, natural resources and environment; Institute means the Kenya Industri al Research and Development Institute established under section 4; innovation means - (a) a technology and innovation model, utility model or industri al design within the meaning of the Industri al Property Act, 2001; (b) a product, process, service or ideal which is novel; (c) an improved use of a new product, service or method in industry, business or society; 70 2022 No.

6 Kenya Industrial Research and Development Institute (d) indigenous or traditional knowledge by a community of beneficial properties of land, natural resources, including plant and animal resources and the environment; or (e) any other non-patentable creations of improvements which may be deemed as deserving promotion and protection or sui generis intellectual property rights and innovator shall be constmed accordingly; invention means a new and useful process, machine, manufacture or composition of matter, living or inanimate, or or any invention of discovery which may be patentable which is otherwise protectable or any novel variety of plant or may be protectable; innovation means doing something new to improve a product, process or service; intellectual property means any intangible property that is the result of creativity such as patents, copyrights, industrial designs, utility models and trademarks; patent means government authority or licence the sole conferring a right or title for a set period especially an right to exclude others from making, using or selling invention; secretary means the corporation secretary appointed by the Board under section 26; and technology means the application of knowledge to meet the goals, goods and services for sustainable development.

Objects of the 3.

The objects of this Act shall be to provide for Act.

(a) the establishment of the Kenya Industrial Research and Development Institutes; (b) the recognition of the Kenya Industrial and Development Institute as a body responsible for carrying out industrial research, development , technology and innovation; (c) the establishment of internationally recognised industrial research infrastructure; and (d) the promotion of research, technology, innovation and incubation to facilitate industrial development.

71 2022 Kenya Industrial Research and Development Institute No.

6 PART II - KENYA INDUSTRIAL RESEARCH AND DEVELOPMENT INSTITUTE 4.

(1) There shall be established an institute to be Establishment of the Insutute.

known as the Kenya Industrial Research and Development Institute which shall be the successor to the Kenya in Industrial Research and Development Institute specified paragraph 3 of the Fourth Schedule to the Science, Technology and Innovation Act, 2013.

No.

28 of 20 13.

(2) The Institute shall be a body corporate with perpetual succession and a common seal and, in its corporate name, be capable of (a) suing and being sued; (b) purchasing or otherwise acquiring, holding, charging or disposing of movable and immovable property; (c) entering into contracts; (d) borrowing and lending money; and (e) doing or performing all such other things or acts necessary for the performance of its functions, and which may lawfully be done or performed by a body corporate.

5.

The objectives of the Institute shall be to- Objectives of the Institute.

(a) undertake research, development and innovation in industrial and allied technologies; and (b) disseminate research findings to support industrial development.

6.

(1) The I nstitute shall undertake research, Functions of the I nstitute.

development and innovation in industrial and allied technologies in (a) civil engineering; (b) mechanical engineering; (c) electrical engineering; (d) chemical engineering; (e) textile technology; (f) i ndustrial chemistry; 72 2022 Kenya Industrial Research and Development Institute No.

6 (g) f ood technology; (h) ceramics and clay technology; (i) power resources; (j) mining technology; (k) namral products technology; (1) l eather technology; (m) emerging technologies; and (n) building materials technology.

(2) Without prejudice to the generality of subsection (1), the Institute shall also (a) advise the government on all aspects of industrial research, innovation, development, technology and policy; (b) develop an industrial research agenda based on indigenous technical knowledge, and contemporary and emerging issues; (c) collaborate with institutions of higher learning, professional and industrial associations, government agencies and industrial research institutions to advance technology, innovation and development; (d) disseminate and facilitate the application and commercialisation of research fi ndings and technological developments; (e) f acilitate the i mplementation of government policies on industrial research and development; (f) establish i ndustrial research and technology transfer centres; (g) collaborate with other organisations and institutions of higher learning in the development of industrial research training programmes; (h) establish and maintain an industrial technology depository; and (i) perform any other function related to industrial research, i nnovation, technology and development.

73 2022 Kenya Industrial Research and Development Institute No.

67.

The Institute shall have power to Powers of the Institute.

(a) manage, control and administer the assets of the Institute in the manner and for the purposes that best promote the purpose for which the Institute is estabhshed; (b) create, develop, apply for and hold rights in intellectual property, and enter into agreements for the commercial exploitation of such rights or otherwise as may be appropriate; and (c) do any other thing which is necessary or convenient to be done in connection with or i ncidental to its functions.

8.

(1) The headquarters of the Institute shall be in Headquarters of the Insti tute.

N airobi.

(2) Notwithstanding the provisions of subsection (1), the Institute may establish branches at any place in Kenya.

in (3) The Institute shall ensure access to its services todo so.

all parts of Kenya to the extent that is practicable 9.

(1) The Institute shall be managed by a Board of Board of Directors of the In stitute.

Directors which shall consist of (a) a chairperson who shall be appointed by the President; (b) the Principal Secretary in the ministry responsible for matters relating to industrial research and development or the Principal Secretarys representative; (c) the Principal Secretary in the ministry responsible for matters relating to finance or the Principal Secretarys representative; (d) a representative of the National Commission for Science Technology and Innovation appointed by the Cabinet Secretary; (e) a representative of the Kenya Industrial Property Institute appointed by the Cabinet Secretary; (f) a representative of the office of the Attorney- General; 74 2022 Kenya Industrial Research and Development Institute No.

6 (g) three members appointed by the Cabinet Secretary from each category of the following in sti tu ti on s- (i) public universities; (ii) the Kenya Association of Manufacturers; and (iii) the Consumer Federation of Kenya; and (h) the Director-General of the Institute.

(2) The appointment of the chairperson under subsection (1) (a) and members under subsection (1) (g) shall be by name and by notice in the Gazette.

(3) The members appointed under subsection (1) (g) shall consist of persons possessing skills and competencies of that may be required for the achievement of the obj ects the Institute.

as 10.

(I) A person shall be eligible for appointment Qualifications of directors.

the chairperson or a member of the Board under section (9) (1) (g) if that person (a) holds a degree in a relevant field from a university recognised in Kenya; (b) has proven management or other relevant professional experience; (c) has served in a position of senior management for a period of at least six years; in (d) has not served in the Institute as an employee the preceding five years; and (e) meets the requirements of Chapter Six of the Constitution.

(2) A person is not qualified to be appointed as the (1) chairperson or member of the Board under section (9) (g) if that person (a) is declared to be of unsound mind; (b) is undischarged bankrupt; or (c) has been found in accordance with any law to have misused or abused a State office or public office or in any way to have contravened the provisions of Chapter Six of the Constitution.

75 2022 No.

6 Kenya Industrial Research and Development Institute (3) In appointing persons as members of the Board, the Cabinet Secretary shall ensure that (a) not more than two-thirds of the members are of the same gender; (b) the membership reflects the regional and ethnic diversity of Kenya; and (c) there is representation of the youth and persons with disabilities.

11.

The Board shall Functions of the Board.

(a) determine the organizations mission, vision, purpose and core values; (b) set and oversee the overall strategy and approve significant policies of the organization; (c) approve the organizational structure; (d) approve the annual budget of the organization; (e) enhance the corporate image of the organization; (f) ensure availability of adequate resources for achievement of the organizations objectives; and (g) hire the Chief Executive Officer on such terms and conditions of service as may be approved by the relevant government organs.

Powers of the 12.

(1) The Board shall have power to Board.

(a) in consultation with the Cabinet Secretary and, subject to the approval of the Cabinet Secretary responsible for matters relating to f inance, borrow money for the purposes of the Institute; (b) receive any grants, gifts, donations or endowments on behalf of the Institute and make legitimate disbursements therefrom; (c) monitor and evaluate the Institutes perfonnance; (d) appoint, discipline and remove employees of the Institute; (e) delegate any of its powers; and (f) do any other thing which is necessary or convenient to be done in connection with or i ncidental to its f unctions.

76 No.

6 2022 Kenya Industrial Research and Development Institute 13.

(1) The chairperson and a member of the Board Tenure of office.

f or a appointed under section 9 (1) (g) shall hold office f or tei-m not exceeding three years and shall be eligible reappointment for one other term not exceeding three y ears.

(2) The members of the Board shall be appointed at at different times so that their terms of the office expire different intervals.

14.

(1) A member of the Board may be removed Removal from office.

from office only for (a) violation of the Constitution or any other law; (b) gross misconduct, whether in the performance of the members functions or otherwise; (c) physical or mental incapacity to perform the functions of office; (d) being an undischarged bankrupt; (e) being convicted of a criminal offence and sentenced to a term of imprisonment exceeding six months; (f) being absent from three consecutive meetings of the Board without reasonable explanation; or (g) i ncompetence or neglect of duty.

(2) Notwithstanding the generality of the foregoing, the Board shall ensure that any member accused to have other committed an offence under the Constitution or nay written law, vacates office to pave way for investigations.

15.

The office of chairperson or member of the Vacancy of office.

Board shall fall vacant if the holder of the office (a) resigns; (b) dies; or (c) is othei-wise removed from office.

16.

Where a vacancy occurs in the membership of Filling of anewv acancies.

the Board, the appointing authority shall appoint member in accordance with the provisions of this Act.

be 17.

(1) The business and affairs of the Board shall Meetings of the conducted in accordance with the Schedule.

Board.

77 2022 Kenya Industrial Research and Development Institute No.

6 (2) Without prejudice to subsection (1), the Board may regulate its own procedure.

(3) The Board may invite any person to attend any of but such its meetings and to participate in its deliberations, Board.

person shall not have a vote in any decision of the 18.

The quorum at the meetings of the Board shall be Quorum.

two-thirds of the members of the B oard.

or 19.

The Board may, by resolution, either generally Delegation by the Board.

the in any particular case, delegate to any committee of of the Board or to any member, officer, employee or agent Institute, the exercise of any of its powers or the performance of any of its functions.

20.

The chairman and members of the Board, other Remuneration of directors.

f unds of than the chief executive, shall be paid out of the as the the Institute such allow ances or other remuneration and Cabinet Secretary may, on the advice of the Salaries Remuneration Commission, determine.

21.

(1) There shall be a Director-General of the Director-General of the Institute.

Institute who shall be competitively recruited and appointed by the Board.

(2) The Director-General shall hold office on such and terms as the Board may, on the advice of the Salaries Remuneration Commission, determine.

22.

A person is qualified to be appointed as the Qualifications for appointment as Director-General of the Institute if that person the D irector- General.

(a) possesses a doctorate degree in a relevant field from a university recognized in Kenya; (b) has fifteen years experience in the relevant field; (c) has eight years professional experience in a senior management position; and (d) meets the requirements of Chapter six of the Constitution.

23.

The Director-General shall Functions of the Director-General.

(a) be responsible to the Board for the day-to-day operations of the affairs of the Institute; (b) develop an economic, efficient and cost-effective internal management structure; 78 2022 Kenya Industrial Research and Development Institute No.

6 (c) develop and recommend to the Board the annual business plans for the Institute; (d) ensure that all Board papers are accurately written, are relevant and are availed to members of the Board in good time; (e) be responsible for the achievement of the objectives of the Institute; (f) provide advice as required on matters within the Institutes responsibility; and (g) perform such other duties as may be assigned by the law and the B oard.

24.

The Director-General shall hold office for a Tenure of the Director-General.

f or re period not exceeding five years and shall be eligible appointment for one further period not exceeding five y ear s.

25.

The Director-General may be removed from Removal of Director-General office for- f rom office.

(a) violation of the Constitution; (b) gross misconduct or misbehaviour; (c) i ncompetence or neglect of duty; (d) i nability to perform the functions of the office arising out of physical or mental incapacity; or (e) any other ground that would j ustify removal from office.

26.

There shall be a Corporation Secretary who shall Corporation Secretary.

be appointed by the Board on such terms as the Board may, on t he advice of the Salaries and R emuneration Commission, determine.

27.

A person qualifies f or appointment as the Qualifications of Corporation Corporation Secretary if that person Secretary.

(a) holds a degree in law from a university recognized in Kenya; (b) has at l east f ive years experience as a corporation secretary or a similar governance role; 79 2022 Kenya Industrial Research and Development Institute No.

6 (c) isa member in good standing of the Institute of Certified Public Secretaries of Kenya; and (d) meets the requirements of Chapter Six of the Constitution.

28.

The Corporation Secretary shall, subject to the Functions of the Corporation direction of the Board Secretary.

assist the members of the Board in their duties (a) and responsibilities; assist the m em bers of the B oard in (b) (i) Board inductions and training; (ii) preparation of Board work plans; (iii) Board evaluations; (iv) governance audits; and (v) i mplementation of the code of conduct and ethics; (c) ensure the timely preparation and circulation of documents and minutes of the Board; be the custodian of the seal of the Institute and (d) account to the Board for its use; (e) maintain and update the register of conflicts of i nterest; ensure that members of the Board are aware of (f) all relevant laws affecting the Institute; ensure that annual returns are promptly filed with (g) the relevant authorities; (h) except in exceptional circumstances, ensure that Board papers are circulated in advance of any meeting; and (i) perform any other function that may be assigned by the Board.

PART III - IN V ENT IONS A ND INNOVATIONS BY EMPLOYEES Award to inventor 29.

(1) Where the rights to any i nvention or or innov at or.

innovation have been vested in the Institute, the Board it may award to the inventor or innovator such bonus as 80 2022 Kenya Industrial Research and Development Institute No.

6 deems fit, or make provision for financial participation by the the inventor or innovator in the profits derived from inv ention or inn ov ati on.

of (2) The Institute may apply for a patent in respect (1) any invention or innovation contemplated in subsection No.

12 of 200 1.

and and shall, for the purposes of the Copyright Act, 2001, No.

3 of 200 1.

the Industrial Property Act, 2001, be regarded as the or assignee of the inventor or innovator of the invention innov ati on.

Rights to vest in 30.

(1) The rights to an invention or innovation made I nstitute.

by the Institute for or on behalf of another person or entity to th e shall vest in the Institute unless there is an agreement contrary.

(2) Any publication relating to work carried out on the behalf of the Institute shall be published only on approval of the Board.

Withholding 31.

Any information on intellectual property that i ntellectual of may not be required to be included in any statement propert y information.

corporate intent, annual report or financial statements by the Institute may be properly withheld and may be released upon request in accordance with the provisions of the No.

31 of 20 16.

Access to Information Act, 2016.

PART IV - FINANCIAL PROVISIONS Funds of the 32.

The funds of the Institute shall comprise of Institute.

(a) monies allocated by the National Assembly for the purposes of the Institute; in (b) monies accruing to or vesting in the Institute the course of the exercise of its powers or the performance of its functions; (c) fees and royalties from registered patents, inventions or improvements; and (d) monies from any other source provided for or donated or loaned to the Institute.

Financial year.

33.

The financial year of the Institute shall be the each period of twelve months ending on the 30th June in y ear.

Annual estimates.

34.

(1) At l east three months before the commencement of each financial year, the Board shall - 81 2022 Kenya Industrial Research and Development Institute No.

6 cause to be prepared estimates of the revenue and be expenditure of the Institute for that year which shall submitted to the Cabinet Secretary for approval.

(2) The annual estimates shall make provision for aU fi nancial the estimated expenditure of the Institute for the f or year, and in particular, the estimates shall provide \ (a) the payment of salaries, allowances and other charges in respect of the employees of the Institute; (b) the payment of pensions, gratuities and other charges in respect of the employees of the Institute; (c) monies to fund basic and applied industrial research programmes; and (d) the proper maintenance of the buildings and grounds of the Institute.

Accounts and 35.

(1) The Board shall cause to be kept proper audit.

assets books of accounts of all the income and expenditure, and liabilities, undertakings, funds, activities, contracts, transactions and other business of the Institute.

is (2) The Board shall ensure that all money received funds properly brought to account, all payments out of its are correctly made and properly authorized and that adequate control is maintained over i ts assets and li abilities.

No.

34 of 20 15.

in (3) The accounts of the Institute shall be audited accordance with the Pubhc Audit Act, 2015.

Annual reports.

36.

The Board shall, within three months after the end of each financial year, submit to the Cabinet Secretary a report on the operations of the Institute for the immediately preceding financial year.

PART V - M ISCELL ANEOUS PROVISIONS Common seal.

37.

(1) The affixing of the common seal of the the Institute may be authenticated by the signature of chairperson or Director-General of the Institute.

(2) A document that is not required by law to be made under seal and all decisions of the Institute may be authenticated by the signature of the chairperson or Director-General of the Institute.

I 82 2022 Kenya Industrial Research and Development Institute No.

6 (3) If both the chairperson and Director-General of member the Institute are absent, the Board may nominate a of the Board to authenticate the common seal on behalf of the chairperson or Director-General of the Institute.

(4) The Corporation Secretary shall be the custodian to of the common seal of the Institute and be accountable the B oard for its use.

Proteclion from 38.

(1) No matter or thing done by a member of the personal liability.

Board or an officer, employee or agent of the Institute inthe shall, if the matter or thing was done in good faith r ender execution of the functions or powers of the Board, the member, officer, employee or agent personally liable for any action, claim or demand whatsoever.

(2) Subsection (1) shall not absolve the Institute from liability for any inj ury, damage or harm caused to any 1 by a person or property due to any matter or thing done of member of the Board or an officer, employee or agent the the Institute done in good faith in the execution of functions or powers of the Board.

PART VI - PROVISIONS ON DELEGATED POWERS 39.

( 1) The Cabinet Secretary may make Regulations.

Regulations generally for the better carrying out the provisions of this Act and, in particular, to (a) prescribe the procedures to be followed in the development of research programmes; (b) prescribe information management systems for the Institute; and (c) prescribe anything which is required to be prescribed for the better giving effect of the provisions of this Act.

(2) For the purposes of Article 94 (6) of the Constitution (a) the purpose and objective of the delegation under this section is to enable the Cabinet Secretary to make regulations for better carrying into effect the provisions of this Act; and (b) the authority of the Cabinet Secretary to make regulations under this Act will be limited to bringing into effect the provisions of this Act and 83 No.

6 2022 Kenya Industrial Research and Development Institute fulfilment of the objectives specified under this section.

(3) The principles and standards applicable to the f ound delegated power referred to under this Act are those in - No.

23 of 20 13.

(i) the Statutory Instruments Act, 2013; 2.

(ii) the Interpretation and General Provisions cap Act; (iii) the general rules of international law as specified under Article 2(5) of the Constitution; and (iv) any treaty and convention ratified by Kenya under Article 2(6) of the Constitution.

PART Vn - TRANSITIONAL PROVISIONS Amendment of 40.

The Fourth Schedule to the Science, Technology No.

28 of 20 13 and Innovation Act, 2013, is amended by deleting paragraph 3.

Transitional 41.

(1) Upon commencement of this Act, all the matters.

funds, assets and other property, both movable and immovable, which immediately before such date were this vested in the former Institute shall, by virtue of subsection, vest in the Institute.

(2) Upon Commencement of this Act, all rights, day powers and liabilities which immediately before such were vested in, imposed on or enforceable against the be vested former Institute shall by virtue of this subsection, in, imposed on or enforceable against the Institute.

(3) Any reference in any written law or in any on and document or instrument to the former Institute shall, be a after the commencement of this Act, be construed to reference to the Institute.

(4) The annual estimates of the former Institute for the financial year in which this Act comes into operation shall be deemed to be the annual estimates of the Institute for the remainder of that financial year: Provided that such estimates may be varied by the Institute in such manner as the Cabinet Secretary may approve.

84 No.

6 2022 Kenya Industrial Research and Development Institute (5) The administrative directions made by the former f orce Institute or by the Cabinet Secretary which were in immediately before the commencement of this Act shall, on or after such day, have effect as if they were directions this made by the Institute or the Cabinet Secretary under Act.

Board of the 42.

Any person who was a member of the former f ormer Institute.

Act Institute immediately before the commencement of this that shall remain in office for the unexpired period of persons tenure.

Staff of the former 43.

(1) Any person who immediately before the I nstitute.

commencement of this Act was the chief executive officer office or employee of the former Institute shall remain in for the remaining period of his or her term of office.

(2) Any person who was an officer or employee of the former Institute immediately before the commencement of of this Act shall be deemed to be an officer or employee B oard the Institute subject to such terms of service as the may, on the advice of the Salaries and Remuneration Commission, determine.

85 2022 No.

6 Kenya Industrial Research and Development Institute SCHEDULE (s.

17 (1)) Conduct of the Business and Affairs of the Board 1.

(1) The Board shall hold not less than four Meetings, f our meetings in every financial year, and not more than and months shall elapse between the date of one meeting the date of the next meeting.

in (2) The notice for a meeting of the Board shall be writing, and shall be for a period of fourteen days.

(3) The chairperson shall preside over all meetings elected and in the absence of the Chairperson, by a person by the Board at the meeting for that purpose.

(4) The Board may invite any person to attend any of but such its meetings and to participate in its deliberations, Board.

person shall not have a vote in any decision of the (5) No meeting of the Board shall be held at any except place other than the principal office of the Institute with the prior written approval of the State Corporations Advisory Committee.

1.

(1) If a person is present at a meeting of the Board of disclosure, or any committee at which any matter is the subject or consideration and in which matter that person is directly shall indirectly interested in a private capacity, that person the as soon as is practicable after the commencement of meeting, declare such interest.

(2) The person making the disclosure of interest under subsection (1) shall not, unless the Board or committee otherwise directs, take part in any consideration on the or, discussion of, or vote on any question touching m atter.

(3) A disclosure of interest made under subparagraph at w hich (1) shall be recorded in the minutes of the meeting itism ade.

(4) A person who contravenes subparagraph (1) af ine commits an offence and is liable, on conviction, to not exceeding five hundred thousand shillings or to or to imprisonment for a term not exceeding three years, both.

(6) No member of the Board or officer, employee or or agent of the Institute shall enter into a service contract trade w ith the Institute.

86 2022 Kenya Industrial Research and Development Institute No.

6 Quorum.

1.

( 1) The quorum for the conduct of business at a meeting of the Board shall be two-thirds of the total number of members of a Board or the number nearest to but not less than two-thirds of all the members of the Board.

(2) Where there is a vacancy in the Board, the quorum of the meeting shall not be less than three appointed members.

Voting.

2.

A decision of the Board shall be by a majority of an the members present and voting and, in the case of shall equality of votes, the person presiding at the meeting have a casting vote.

Rules of 3.

Subject to this Act, the Board shall determine procedure and tobe procedure for the conduct of its business and cause minutes.

kept records of minutes of its proceedings and decisions.

.