The Laws of Zambia

(9) The Board shall cause minutes to be kept of the proceedings of every meeting of
the Board and of every meeting of any committee established by the Board.

11.
If it is not practicable to hold a meeting of the Board for the transaction of
business of an urgent nature, the Chairman shall, after consulting the Minister and such
other directors as is practicable in the circumstances, deal with the business himself and
not later than seven days thereafter consult the Board for ratification.

Transaction of
business of an urgent
nature

12. No decision or act of the Board or act done under the authority of the Board
shall be invalid by reason only of the fact that there is a vacancy in the membership of the
Board or that a disqualified person acted as a director, at the time the decision was taken
or the act was done or authorised.

Validity of Board's
decisions

13.
Any agreement, contract or instrument may be entered into or executed on
behalf of the Corporation by any person or persons generally or specially authorised by
the Board for that purpose.

Contracts and
instruments

14. (1) The seal of the Board shall be such device as may be determined by the
Board and shall be kept by the Director-General.

Seal of Board

(2) The Board may use a wafer or rubber stamp in lieu of the seal.

(3) The affixing of the seal shall be authenticated by the Chairman or the
Vice-Chairman and the Director-General or one other person authorised in that behalf by
a resolution of the Board.

(4) Any contract or instrument which, if entered into or executed by a person not
being a body corporate, would not be required to be under seal, may be entered into or
executed without seal on behalf of the Board by the Director-General or any other person
generally or specifically authorised by the Board in that behalf.

(5) Any document purporting to be a document under the seal of the Board or
issued on behalf of the Board shall be received in evidence and shall be deemed so
executed or issued, as the case may be, without further proof, unless the contrary is
proved.

15. (1) If any person is present at a meeting of the Board at which any matter in
which such person or his spouse is directly or indirectly interested in a private capacity is
the subject of consideration he shall, as soon as practicable after the commencement of
the meeting, disclose such interest and shall not, unless the Board otherwise directs, take
part in any consideration or discussion of, or vote on, any question touching such matter.

Copyright Ministry of Legal Affairs, Government of the Republic of Zambia

Disclosure of interest

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