ADVOKS GLOBAL · KENYA
State Corporations Act
8. Meetings and procedure of Boards
Edition: 2025-12-05 · In force
8. Meetings and procedure of Boards
(1)After the commencement of this Act—(a)the Board of every state corporation 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;(b)a meeting of a Board shall be held on such date and at such time as the Board shall decide or, in the absence of such decision or on any occasion on which the Chairperson in consultation with the chief executive shall decide that a meeting is necessary, on a date and at a time determined by the Chairperson;(c)no meeting of a Board shall be held at any place other than the registered or principal office of the state corporation except with the prior written approval of the Committee;(d)unless three-quarters of the total membership of a Board otherwise agree, at least fourteen days' written notice of every meeting of a Board shall be given to every member of the Board;(e)the quorum for the conduct of business at a meeting of a 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;Provided that where within half an hour after the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the next week, at the same time and place, or at such time as the members may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the members present shall be deemed to be a quorum;(f)the Chairperson of a Board shall preside at all meetings of the Board but in the absence of the Chairperson the members present shall appoint one of their number to preside at the meeting;(g)unless a unanimous decision is reached, a decision on any matter before a 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;(h)every member of a Board who is likely to be interested, otherwise than as a member of that Board or who participates or is or may become entided to participate directly or indirectly, in the profits from any contract or proposed contract or work done or proposed to be done for the state corporation, shall, on the matter coming before a meeting of the Board for consideration, immediately declare his interest therein and shall, unless the meeting otherwise agrees, retire from the meeting and shall in any case not be entitled to vote on the matter.(2)The chief executive of a state corporation or an officer instructed by the chief executive in that behalf, present at a meeting of a Board or a committee thereof, shall have the right to require his opinion to be recorded in the minutes if the Board or the committee, as the case may be, passes a resolution, which in the chief executive's or officer's opinion, is contrary to his advice or contrary to law.