Republic of Namibia 8 Annotated Statutes Namibian Broadcasting Act 9 of 1991 Duty of member to disclose interest in certain contracts 11. (1) The provisions of sections 234(1), (2), (3) and (5), 235 and 237(1) and (4) of the Companies Act, 1973 (Act 61 of 1973), shall subject to the provisions of subsections (2) and (3) of this section, apply mutatis mutandis in respect of a member of the board and in such application, unless the context indicates otherwise, any reference therein to a company, a director, or official of a company shall be construed as a reference to the Corporation, a member or an officer or employee of the Corporation, as the case may be. (2) A member who has made a declaration of interest in terms of subsection (1) in respect of a contract which has been or is to be entered into by the Corporation as contemplated in section 234 of the said Companies Act, 1973, as applied by that subsection, shall not, unless the board otherwise directs, take part in any consideration or discussion of, or exercise any vote on, any question relating to such interest. (3) Any reference to an interest in a contract contemplated in the relevant provisions of the Companies Act, 1973, as applied by subsection (1), shall be deemed to include any interest which the spouse of a member of the board or an officer or employee of the Corporation, as the case may be, has in a contract referred to in section 234(2) of the said Companies Act, 1973, as applied by the said subsection (1). (4) Any member of the board or an officer or employee of the Corporation who fails to comply with a provision of the Companies Act, 1973, as applied by subsection (1), shall be guilty of an offence and on conviction be liable to a fine not exceeding R4 000 or to imprisonment for a period not exceeding 12 months or to both such fine and such imprisonment. [The Companies Act 61 of 1973 has been replaced by the Companies Act 28 of 2004.] Meetings of Board 12. (1) A meeting of the board shall be held at such time and place as may be determined by the chairperson: Provided that the chairperson shall at the request of the Minister or on the reasoned request in writing of at least one-third of the members convene a special meeting of the board. (2) The majority of the members of the board shall form a quorum for a meeting of the board. (3) The chairperson of the board or, in his or her absence, the vice-chairperson of the board shall preside at all the meetings of the board at which he or she is present. (4) When the chairperson of the board and the vice-chairperson of the board are absent from a meeting of the board, the members present shall elect a chairperson from among their number to act as chairperson at that meeting, and while he or she so acts he or she shall perform all the duties and functions of the chairperson. (5) The decision of a majority of the members present at the meeting of the board shall be a decision of the board: Provided that in the event of an equality of votes, the person presiding at the meeting shall have a casting vote in addition to his or her deliberative vote. (6) No decision taken by the board or act performed under the authority of the board shall be invalid by reason only of a vacancy on the board, or by reason only of the fact that any person who is not entitled to sit as a member when the decision was taken or the act was