Kenya Industrial Research and Development Institute Act

Section 1. Short title Section This Act may be cited as the Kenya Industrial Research and Development Institute Act.

Section 2. Interpretation Section a technology ("the application of knowledge to meet the goals, goods and services for sustainable development") and innovation ("doing something new to improve a product, process or service;") model, utility model or industrial design within the meaning of the Industrial Property Act ( Cap. 509 );

Section 3. Objects of the Act Section the establishment of the Kenya Industrial Research and Development Institutes;

Section 4. Establishment of the Institute Section 4(1) There shall be established an institute to be known as the Kenya Industrial Research and Development Institute which shall be the successor to the Kenya Industrial Research and Development Institute specified in paragraph 3 of the Fourth Schedule to the Science, Technology and Innovation Act ( Cap. 511 ). Section 4(2)(a) suing and being sued; Section 4(2)(b) purchasing or otherwise acquiring, holding, charging or disposing of movable and immovable property; Section 4(2)(c) entering into contracts; Section 4(2)(d) borrowing and lending money; and Section 4(2)(e) doing or performing all such other things or acts necessary for the performance of its functions, and which may lawfully be done or performed by a body corporate.

Section 5. Objectives of the Institute Section undertake research, development and innovation ("doing something new to improve a product, process or service;") in industrial and allied technologies; and

Section 6. Functions of the Institute Section 6(1)(a) civil engineering; Section 6(1)(b) mechanical engineering; Section 6(1)(c) electrical engineering; Section 6(1)(d) chemical engineering; Section 6(1)(e) textile technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(f) industrial chemistry; Section 6(1)(g) food technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(h) ceramics and clay technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(i) power resources; Section 6(1)(j) mining technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(k) natural products technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(l) leather technology ("the application of knowledge to meet the goals, goods and services for sustainable development") ; Section 6(1)(m) emerging technologies; and Section 6(1)(n) building materials technology ("the application...

Section 7. Powers of the Institute Section manage, control and administer the assets of the Institute in the manner and for the purposes that best promote the purpose for which the Institute is established;

Section 8. Headquarters of the Institute Section 8(1) The headquarters of the Institute shall be in Nairobi. Section 8(2) Notwithstanding the provisions of subsection (1) , the Institute may establish branches at any place in Kenya. Section 8(3) The Institute shall ensure access to its services in all parts of Kenya to the extent that is practicable to do so.

Section 9.Boardof Directors of the Institute Section 9(1)(a) a chairperson who shall be appointed by the President; Section 9(1)(b) the Principal Secretary in the ministry responsible for matters relating to industrial research and development or the Principal Secretary’s representative; Section 9(1)(c) the Principal Secretary in the ministry responsible for matters relating to finance or the Principal Secretary’s representative; Section 9(1)(d) a representative of the National Commission for Science Technology and Innovation appointed by the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") ; Section 9(1)(e) a representative of the Kenya Industrial Property Institute appointed by the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") ; Section 9(1)(f) a representative of the office of the Attorney-General; Section 9(1)(g) public universities; Section 9(1)(g)(i) public universities; Section 9(1)(g)(ii) the Kenya Association of Manufacturers; Section 9(1)(g)(iii) the Consumer Federation of Kenya; and Section 9(1)(h) the Director-General of the Institut...

Section 10. Qualifications of directors Section 10(1)(a) holds a degree in a relevant field from a university recognised in Kenya; Section 10(1)(b) has proven management or other relevant professional experience; Section 10(1)(c) has served in a position of senior management for a period of at least six years; Section 10(1)(d) has not served in the Institute as an employee in the preceding five years; and Section 10(1)(e) meets the requirements of Chapter Six of the Constitution. Section 10(2)(a) is declared to be of unsound mind; Section 10(2)(b) is undischarged bankrupt; or Section 10(2)(c) has been found in accordance with any law to have misused or abused a State office or public office or in any way to have contravened the provisions of Chapter Six of the Constitution. Section 10(3)(a) not more than two-thirds of the members are of the same gender; Section 10(3)(b) the membership reflects the regional and ethnic diversity of Kenya; and Section 10(3)(c) there is representation of the youth and persons with disabilities.

Section 11. Functions of theBoard Section determine the organization’s mission, vision, purpose and core values;

Section 12. Powers of theBoard Section 12(1)(a) in consultation with the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") and, subject to the approval of the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") responsible for matters relating to finance, borrow money for the purposes of the Institute; Section 12(1)(b) receive any grants, gifts, donations or endowments on behalf of the Institute and make legitimate disbursements therefrom; Section 12(1)(c) monitor and evaluate the Institute’s performance; Section 12(1)(d) appoint, discipline and remove employees of the Institute; Section 12(1)(e) delegate any of its powers; and Section 12(1)(f) do any other thing which is necessary or convenient to be done in connection with or incidental to its functions.

Section 13. Tenure of office Section 13(1) The chairperson and a member of the Board ("the Board of Directors of the Institute established under section;") appointed under section 9(1)(g) shall hold office for a term not exceeding three years and shall be eligible for reappointment for one other term not exceeding three years. Section 13(2) The members of the Board ("the Board of Directors of the Institute established under section;") shall be appointed at different times so that their terms of the office expire at different intervals.

Section 14. Removal from office Section 14(1)(a) violation of the Constitution or any other law; Section 14(1)(b) gross misconduct, whether in the performance of the member’s functions or otherwise; Section 14(1)(c) physical or mental incapacity to perform the functions of office; Section 14(1)(d) being an undischarged bankrupt; Section 14(1)(e) being convicted of a criminal offence and sentenced to a term of imprisonment exceeding six months; Section 14(1)(f) being absent from three consecutive meetings of the Board ("the Board of Directors of the Institute established under section;") without reasonable explanation; or Section 14(1)(g) incompetence or neglect of duty. Section 14(2) Notwithstanding the generality of the foregoing, the Board ("the Board of Directors of the Institute established under section;") shall ensure that any member accused to have committed an offence under the Constitution or any other written law, vacates office to pave way for investigations.

Section 15. Vacancy of office Section resigns;

Section 16. Filling of vacancies Section Where a vacancy occurs in the membership of the Board ("the Board of Directors of the Institute established under section;") , the appointing authority shall appoint a new member in accordance with the provisions of this Act.

Section 17. Meetings of theBoard Section 17(1) The business and affairs of the Board ("the Board of Directors of the Institute established under section;") shall be conducted in accordance with the Schedule. Section 17(2) Without prejudice to subsection (1) , the Board may regulate its own procedure. Section 17(3) The Board ("the Board of Directors of the Institute established under section;") may invite any person to attend any of its meetings and to participate in its deliberations, but such person shall not have a vote in any decision of the Board ("the Board of Directors of the Institute established under section;") .

Section 18. Quorum Section The quorum at the meetings of the Board ("the Board of Directors of the Institute established under section;") shall be two-thirds of the members of the Board ("the Board of Directors of the Institute established under section;") .

Section 19. Delegation by theBoard Section The Board ("the Board of Directors of the Institute established under section;") may, by resolution, either generally or in any particular case, delegate to any committee of the Board ("the Board of Directors of the Institute established under section;") or to any member, officer, employee or agent of the Institute, the exercise of any of its powers or the performance of any of its functions.

Section 20. Remuneration of directors Section The chairman and members of the Board ("the Board of Directors of the Institute established under section;") , other than the chief executive, shall be paid out of the funds of the Institute such allowances or other remuneration as the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") may, on the advice of the Salaries and Remuneration Commission, determine.

Section 21. Director-General of the Institute Section 21(1) There shall be a Director-General of the Institute who shall be competitively recruited and appointed by the Board ("the Board of Directors of the Institute established under section;") . Section 21(2) The Director-General shall hold office on such terms as the Board ("the Board of Directors of the Institute established under section;") may, on the advice of the Salaries and Remuneration Commission, determine.

Section 22. Qualifications for appointment as the Director-General Section possesses a doctorate degree in a relevant field from a university recognized in Kenya;

Section 23. Functions of the Director-General Section be responsible to the Board ("the Board of Directors of the Institute established under section;") for the day-to-day operations of the affairs of the Institute;

Section 24. Tenure of the Director-General Section The Director-General shall hold office for a period not exceeding five years and shall be eligible for re-appointment for one further period not exceeding five years.

Section 25. Removal of Director-General from office Section violation of the Constitution;

Section 26. Corporation Secretary Section There shall be a Corporation Secretary who shall be appointed by the Board ("the Board of Directors of the Institute established under section;") on such terms as the Board ("the Board of Directors of the Institute established under section;") may, on the advice of the Salaries and Remuneration Commission, determine.

Section 27. Qualifications of Corporation Secretary Section holds a degree in law from a university recognized in Kenya;

Section 28. Functions of the Corporation Secretary Section assist the members of the Board ("the Board of Directors of the Institute established under section;") in their duties and responsibilities;

Section 29. Award to inventor or innovator Section 29(1) Where the rights to any invention ("a new and useful process, machine, manufacture or composition of matter, living or inanimate, or any invention of discovery which may be patentable or otherwise protectable or any novel variety of plant which is or may be protectable;") or innovation ("doing something new to improve a product, process or service;") have been vested in the Institute, the Board ("the Board of Directors of the Institute established under section;") may award to the inventor or innovator such bonus as it deems fit, or make provision for financial participation by the inventor or innovator in the profits derived from the invention ("a new and useful process, machine, manufacture or composition of matter, living or inanimate, or any invention of discovery which may be patentable or otherwise protectable or any novel variety of plant which is or may be protectable;") or innovation ("doing something new to improve a product, process or service;") . Section 29(2) The Institute may apply for a patent ("government authority or licence conferring a right or title for a set period especially the sole right to exclude ot...

Section 30. Rights to vest in Institute Section 30(1) The rights to an invention ("a new and useful process, machine, manufacture or composition of matter, living or inanimate, or any invention of discovery which may be patentable or otherwise protectable or any novel variety of plant which is or may be protectable;") or innovation ("doing something new to improve a product, process or service;") made by the Institute for or on behalf of another person or entity shall vest in the Institute unless there is an agreement to the contrary. Section 30(2) Any publication relating to work carried out on behalf of the Institute shall be published only on the approval of the Board ("the Board of Directors of the Institute established under section;") .

Section 31. Withholdingintellectual propertyinformation Section Any information on intellectual property ("any intangible property that is the result of creativity such as patents, copyrights, industrial designs, utility models and trademarks;") that may not be required to be included in any statement of corporate intent, annual report or financial statements by the Institute may be properly withheld and may be released upon request in accordance with the provisions of the Access to Information Act ( Cap. 7M ).

Section 32. Funds of the Institute Section monies allocated by the National Assembly for the purposes of the Institute;

Section 33. Financial year Section The financial year of the Institute shall be the period of twelve months ending on the 30th June in each year.

Section 34. Annual estimates Section 34(1) At least three months before the commencement of each financial year, the Board ("the Board of Directors of the Institute established under section;") shall cause to be prepared estimates of the revenue and expenditure of the Institute for that year which shall be submitted to the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") for approval. Section 34(2)(a) the payment of salaries, allowances and other charges in respect of the employees of the Institute; Section 34(2)(b) the payment of pensions, gratuities and other charges in respect of the employees of the Institute; Section 34(2)(c) monies to fund basic and applied industrial research programmes; and Section 34(2)(d) the proper maintenance of the buildings and grounds of the Institute.

Section 35. Accounts and audit Section 35(1) The Board ("the Board of Directors of the Institute established under section;") shall cause to be kept proper books of accounts of all the income and expenditure, assets and liabilities, undertakings, funds, activities, contracts, transactions and other business of the Institute. Section 35(2) The Board ("the Board of Directors of the Institute established under section;") shall ensure that all money received is properly brought to account, all payments out of its funds are correctly made and properly authorized and that adequate control is maintained over its assets and liabilities. Section 35(3) The accounts of the Institute shall be audited in accordance with the Public Audit Act ( Cap. 412B ).

Section 36. Annual reports Section The Board ("the Board of Directors of the Institute established under section;") shall, within three months after the end of each financial year, submit to the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") a report on the operations of the Institute for the immediately preceding financial year.

Section 37. Common seal Section 37(1) The affixing of the common seal of the Institute may be authenticated by the signature of the chairperson or Director-General of the Institute. Section 37(2) A document that is not required by law to be made under seal and all decisions of the Institute may be authenticated by the signature of the chairperson or Director-General of the Institute. Section 37(3) If both the chairperson and Director-General of the Institute are absent, the Board ("the Board of Directors of the Institute established under section;") may nominate a member of the Board ("the Board of Directors of the Institute established under section;") to authenticate the common seal on behalf of the chairperson or Director-General of the Institute. Section 37(4) The Corporation Secretary shall be the custodian of the common seal of the Institute and be accountable to the Board ("the Board of Directors of the Institute established under section;") for its use.

Section 38. Protection from personal liability Section 38(1) No matter or thing done by a member of the Board ("the Board of Directors of the Institute established under section;") or an officer, employee or agent of the Institute shall, if the matter or thing was done in good faith in the execution of the functions or powers of the Board ("the Board of Directors of the Institute established under section;") , render the member, officer, employee or agent personally liable for any action, claim or demand whatsoever. Section 38(2) Subsection (1) shall not absolve the Institute from liability for any injury, damage or harm caused to any person or property due to any matter or thing done by a member of the Board or an officer, employee or agent of the Institute done in good faith in the execution of the functions or powers of the Board.

Section 39. Regulations Section 39(1)(a) prescribe the procedures to be followed in the development of research programmes; Section 39(1)(b) prescribe information management systems for the Institute; and Section 39(1)(c) prescribe anything which is required to be prescribed for the better giving effect of the provisions of this Act. Section 39(2)(a) the purpose and objective of the delegation under this section is to enable the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") to make regulations for better carrying into effect the provisions of this Act; and Section 39(2)(b) the authority of the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") to make regulations under this Act will be limited to bringing into effect the provisions of this Act and fulfilment of the objectives specified under this section. Section 39(3)(i) the Statutory Instruments Act ( Cap. 2A ); Section 39(3)(ii) the Interpretation and General Provisions Act ( Cap. 2 ); Section 39(3)(iii) the general rules of international law as specified under Article 2(5) of the Constitution;...

Section 40. Amendment ofCap. 511 Section The Fourth Schedule to the Science, Technology and Innovation Act ( Cap. 511 ), is amended by deleting paragraph 3.

Section 41. Transitional matters Section 41(1) Upon commencement of this Act, all the funds, assets and other property, both movable and immovable, which immediately before such date were vested in the former Institute shall, by virtue of this subsection, vest in the Institute. Section 41(2) Upon Commencement of this Act, all rights, powers and liabilities which immediately before such day were vested in, imposed on or enforceable against the former Institute shall by virtue of this subsection, be vested in, imposed on or enforceable against the Institute. Section 41(3) Any reference in any written law or in any document or instrument to the former Institute shall, on and after the commencement of this Act, be construed to be a reference to the Institute. Section 41(4) The annual estimates of the former Institute for the financial year in which this Act comes into operation shall be deemed to be the annual estimates of the Institute for the remainder of that financial year: Provided that such estimates may be varied by the Institute in such manner as the Cabinet Secretary ("the Cabinet Secretary responsible for matters relating to industrial research and development;") may approve....

Section 42.Boardof the former Institute Section Any person who was a member of the former Institute immediately before the commencement of this Act shall remain in office for the unexpired period of that person’s tenure.

Section 43. Staff of the former Institute Section 43(1) Any person who immediately before the commencement of this Act was the chief executive officer or employee of the former Institute shall remain in office for the remaining period of his or her term of office. Section 43(2) Any person who was an officer or employee of the former Institute immediately before the commencement of this Act shall be deemed to be an officer or employee of the Institute subject to such terms of service as the Board ("the Board of Directors of the Institute established under section;") may, on the advice of the Salaries and Remuneration Commission, determine.