Act 4 National Information Technology Authority, Uganda Act SCHEDULE 2 2009 Sections 12 and 40 MEETINGS OF THE BOARD AND RELATED MATTERS 1. Meetings of the Board. (1) The Board shall meet at least every two months at such places and at such times as may be decided upon by the Board. (2) The Chairperson shall preside at every meeting of the Board and in his or her absence, the Executive Director shall call the meetings and the members present shall elect from among their number, an acting chairperson. 2. Quorum. The quorum for a meeting of the Board shall be four members; but where a member declares an interest in an agenda item or in the matter before the Board, the member shall not be counted for purposes of forming a quorum in relation to the item or matter in question. 3. Decisions of the Board. (1) Decisions at a meeting of the Board shall be by a majority of the votes of the members present and where there is an equality of votes, the person presiding at the meeting shall have a casting vote in addition to his or her deliberative vote. (2) A decision may be made by the Board without a meeting, by the circulation of information electronically or using hard copies, among members of the Board and by the expression of the views of the majority of the members in writing, but any member shall be entitled to require that the decision be deferred and the matter on which a decision is sought be considered at a meeting of the Board. (3) The validity of any proceedings of the Board shall not be affected by any vacancy amongst the members or any defect in the appointment of a member. (4) The decision reached by the Board thereafter shall be binding on all members. 4. Disclosure of interest. (1) A member of the Board who has a direct or indirect personal interest in a matter being considered or which is about to be considered by the Board shall, as soon as possible after the relevant facts have come to his or her knowledge, disclose the nature of his or her interest to the Board. 26