Governing body of the Institute

5. (1) The governing body of the Institute is a Council consisting of
(a) the President of the Institute elected in accordance with section 34, who is the chairperson,
(b) the Vice-President of the Institute,
(c) the National Secretary of the Institute,
(d) the National Treasurer of the Institute,
(e) the Registrar,
(f) one representative each from the following Ministries:
(i) the Ministry responsible for Trade and Industry not below the rank of a Director, nominated by the Minister responsible for Trade and Industry, and
(ii) the Ministry responsible for Education not below the rank of a Director, nominated by the Minister responsible for Education,
(g) the immediate past President of the Institute,
(h) two members of the Institute elected by fully paid up members at an Annual General Meeting of the Institute, and
(i) one member of the Institute who is a woman elected by fully paid up members at an Annual General Meeting.
(2) The President shall, in accordance with article 70 of the Constitution, appoint the members of the Council.

Functions of the Council
6. The Council shall
(a) ensure the effective and efficient performance of the functions of the Institute;
(b) formulate policies and determine strategies for the achievement of the objects of the Institute; and
(c) determine and manage the effective and efficient use of the funds and assets of the Institute.

Tenure of office of members of the Council
7. (1) A member of the Council shall hold office for a period of three years and is eligible for re-appointment for another term only.

(2) Subsection (1) does not apply to the Registrar.
(3) A member of the Council may, at any time, resign from office in writing addressed to the President through the Minister.
(4) A member of the Council who is absent from three consecutive meetings of the Council without sufficient cause ceases to be a member of the Council.
(5) The President may by a letter addressed to a member of the Council revoke the appointment of the member.
(6) Where a member of the Council is for sufficient reasons, unable to act as a member, the Minister shall determine whether the inability would result in a declaration of a vacancy.
(7) Where there is a vacancy
(a) under subsection (3), (4), (5) or subsection (2) of section 9,
(b) as a result of a declaration under subsection (6), or
(c) by reason of the death of a member, the Minister shall notify the President of the vacancy and the President shall appoint another person for the unexpired term in accordance with this Act.

Meetings of the Council
8. (1) The Council shall meet at least once every three months for the conduct of business at a time and place determined by the chairperson.
(2) The chairperson shall at the request in writing of not less than one third of the membership of the Council convene an extraordinary meeting of the Council at a time and place determined by the chairperson.
(3) The quorum at a meeting of the Council is five members.
(4) The chairperson shall preside at meetings of the Council and in the absence of the chairperson, a member of the Council elected by the members present from among their number shall preside.
(5) Matters before the Council shall be decided by a majority of the members present and voting and in the event of an equality of votes, the person presiding shall have a casting vote.
(6) The Council may co-opt a person to attend a meeting of the Council but that person shall not vote on a matter for decision at the meeting.
(7) The proceedings of the Council shall not be invalidated by reason of a vacancy among the members or a defect in the appointment or qualification of a member.

(8) Subject to this section, the Council may determine the procedure for the meetings of the Council.

Disclosure of interest
9. (1) A member of the Council who has an interest in a matter for consideration
(a) shall disclose in writing the nature of that interest and the disclosure shall form part of the record of the consideration of the matter; and
(b) is disqualified from being present at or participating in the deliberation or determination of the Council in respect of that matter.
(2) A member ceases to be a member of the Council, if that member has an interest in a matter before the Council and
(a) fails to disclose that interest; or
(b) is present at or participates in the deliberations of the Council in respect of that matter.

Establishment of committees
10. (1) The Council may establish committees consisting of members of the Council or non-members or both to perform a function of the Council.
(2) A committee of the Council may be chaired by a member or non-member of the Council.
(3) Section 9 applies to a member of a committee of the Council.

Disciplinary Committee
11. (1) Without limiting subsection (1) of section 10, the Council shall have a Disciplinary Committee.
(2) The composition of, the procedures for the conduct of inquiries by and the powers of the Disciplinary Committee are as set out in the Second Schedule.

Allowances
12. Members of the Council and members of a committee of the Council shall be paid allowances determined by the Council and approved by the Minister in consultation with the Minister responsible for Finance.

Policy Directives
13. The Minister shall give directives to the Council on matters of policy and the Council shall comply.