[Rev. 2018] Kenya Information and Communications No. 2 of 1998 respect to that meeting and the business transacted thereat, have all the powers of the chairperson. (7) Unless a unanimous decision is reached, a decision on any matter before the 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. (8) Subject to paragraph (5), no proceedings of the Board shall be invalid by reason only of a vacancy among the members thereof. (9) Subject to the provisions of this Schedule, the Board may determine its own procedure and the procedure for any committee of the Board and for the attendance of any other persons at its meetings and may make standing orders in respect thereof. 4. Disclosure of interest (1) If a member is directly or indirectly interested in any contract, proposed contract or other matter before the Board and is present at a meeting of the Board at which the contract, proposed contract or other matter is the subject of consideration, he shall, at the meeting and as soon as practicable after the commencement thereof, disclose the fact and shall not take part in the consideration or discussion of, or vote on, any questions with respect to the contract or other matter, or be counted in the quorum of the meeting during consideration of the matter: Provided that if the majority of the members present are of the opinion that the experience or expertise of such member is vital to the deliberations of the meeting, the Board may permit the member to participate in the deliberations subject to such restriction as it may impose but such member shall not have the right to vote on the matter in question. (2) A disclosure of interest made under this paragraph shall be recorded in the minutes of the meeting at which it is made. 5. The common seal The affixing of the common seal of the Board shall be authenticated by the signatures of the chairperson and the chief executive officer and any document required by law to be made under seal and all decisions of the Board may be authenticated by the signatures of the chairperson and the chief executive officer: Provided that the Board shall, in the absence of either the chairperson or the chief executive officer, in any particular matter, nominate one member to authenticate the seal of the Board on behalf of either the chairperson or the chief executive officer. 6. Minutes The Board shall cause minutes of all proceedings, of meeting of the Board to be entered in books kept for that purpose. [Act No. 41A of 2013, s. 42.] 85