(2023)
SECTION 1
(1) There is established the Federal Institute of Industrial Research (in this Act referred to as “the Institute”).
(2) The Institute-
(a) shall be a body corporate with perpetual succession and a common seal;
(b) may sue or be sued in its corporate name; and
(c) may acquire, hold movable or immovable property and enter into contract or any other transaction for the purposes of performing any of its functions under this Act.
Establishment of the Federal Institute of Industrial Research.
SECTION 2
The Institute shall-
(a) conduct industrial research up to pilot plants for the development of the micro, small, medium and large scale industries in Nigeria;
(b) conduct research and development into- (i) foods and agro-allied processing technology, (ii) Pulp and Paper technology, (iii) product design and packaging, and (iv) design and fabrication of processing equipment
(c) render consultancy services to evaluate the technical and economic viability of technology-based enterprises;
(d) provide technical assistance services for the growth of indigenous services;
(e) assist in accelerating the industrialisation of the Nigeria economy through research programmes and technology development;
(f) promote the establishment and growth of intermediate product industries;
(g) identify indigenous technologies in the areas of foods, non-foods processing and develop them into modern technology;
(h) assist in the transfer, adaptation and utiliation of technologies by industries through organised technology transfer and techno- entrepreneurship development programmes and other means that will ensure the end results of research carried out get to the relevant end users for rapid industrialisation and socio-economic growth of Nigeria;
(i) carry out appropriate research to ensure compliance with standards and specifications designated by the Institute and approved by other regulatory authorities in Nigeria for effective control of quality of foods and other industrial products;
(j) establish and equip research and development laboratories with relevant standard facilities for the Institute;
(k) conduct, review and supervise research and development program and projects in local foods and agro-allied processing, pulp and paper processing, product design and packaging technologies, design and fabrication of prototype processing equipment;
(l) liaise with relevant establishments within and outside Nigeria under the functions of the Institute;
(m) establish and operate world class laboratories and workshops as centres of excellence for cutting edge research in all aspects of industrial research;
(n) establish demonstration factories, spin-off companies and industrial parks to ensure rapid commercialisation of its research and development output as well as providing necessary avenues for training and re- training of skilled labour and manpower, including students of tertiary institutions on industrial attachment;
(o) encourage and promote the commercialisation of research and development innovation results through patents in conjunction with National Office for Technology Acquisition and Promotion (NOTAP);
(p) establish and operate zonal, state and regional offices for effective delivery and deployment of its services in Nigeria, Africa and other continents of the world;
(q) provide technical consultancy services and industrial troubleshooting to industries for revenue generation and for quality control;
(r) conduct techno-economic evaluation study on its developed technologies with a view to providing justifications for investments and attract entrepreneurs to invest in such technologies;
(s) collaborate with relevant bodies especially tertiary institutions to develop curricula or modules for appropriate technology transfer and techno-entrepreneurship training programmes with a view of diploma awards;
(t) achieve a high research and development output and revenue;
(u) make the desired impact on national, economic and social development;
(v) be member of relevant International Scientific bodies;
(w) publish research results of its activities and collaborate with educational institutions and other relevant government institutes, organisations, agencies, councils and industries in research and development; and
(x) carry out such other activities as are necessary or expedient for the performance of its functions under this Act.
Functions of the Institute.
SECTION 3
There is established for the Institute a Governing Board (in this Act referred to as “the Board”), which shall formulate policy for the Institute.
Establishment of the Governing Board of the Institute.
SECTION 4
(1) The Board shall consist of-
(a) a Chairman, appointed by the President with requisite knowledge and experience in matters relating to global industrial research and development;
(b) the Minister charged with the responsibility of science and technology or his representative;
(c) a representative of the Manufacturers Association of Nigeria (MAN);
(d) a representative of the Nigerian Association of Small Scale Industrialists (NASSI);
(e) a representative of the Nigerian Association of Small and Medium Enterprises (N ASME);
(f) the Minister charged with the responsibility of trade and investment or his representative;
(g) a representative of the Nigerian Society of Engineers (NSE);
(h) a representative of the Academy of Science;
(i) a representative of Nigerian Institute of Foods, Science and Technology (NIFST);
(j) a representative of the Nutrition Society of Nigeria (NSN);
(k) the Minister charged with the responsibility of agriculture and rural development or his representative;
(l) a person appointed by the President on the recommendation of the Minister to represent the civil society organisations; and
(m) the Director-General of the Institute, who shall be the Secretary of the Board.
(2) The supplementary provision set out in the Schedule to this Act shall have effect with regard to the proceedings of the Board and other matters contained in the Schedule.
Composition of the Board of the Institute.
SECTION 5
(1) The Chairman of the Board shall hold office for a term of four years and may be appointed for another term of four years and no more.
(2) A member of the Board, who is not an ex-officio member, shall hold office for a term of four years and may be eligible for re-appointment for another term of four years and no more.
Tenure of the members of the Board.
SECTION 6
The Chairman and other members of the Board shall be paid such allowances and expenses in accordance with such rates as may be approved by the Federal Government.
Remuneration of members of the Board.
SECTION 7
(1) Where it appears that the Chairman or any member of the Board, other than an ex- officio member, should be removed from office on the grounds of misconduct or inability to perform the functions of his office, the Board shall make a recommendation through the Minister to the President for approval.
(2) Where the President, after making such inquiries as he considers necessary, approves the recommendation made through the Minister by the Board, the Secretary to the Government of the Federation shall, in writing declare the position of such member vacant.
(3) Notwithstanding the provision of subsection (1), the President may remove any member of the Board, where he is satisfied that it is in the interest of the Institute and the public to do so.
Removal of the Chairman or members of the Board.
SECTION 8
A member of the Board other than an ex-officio member may, at any time by a notice in writing addressed to the President through the Minister, resign from being a member of the Board of the Institute.
Resignation by members of the Board.
SECTION 9
Notwithstanding the provisions of section 4 of this Act, a member of the Board ceases to hold office as a member, where-
(a) he resigns his appointment as a member of the Board by notice under his hand addressed to the President;
(b) he becomes of unsound mind;
(c) he becomes bankrupt;
(d) he is convicted of a felony or any other offence involving dishonesty or corruption;
(e) he becomes incapable of performing the functions of his office either arising from an infirmity of mind or body;
(f) the President is satisfied that it is not in the interest of the Institute or in the interest of the public for the person to continue in office;
(g) he has been found guilty under the Code of Conduct or serious misconduct in relation to his duties; or
(h) in the case of a person who becomes a member by virtue of the office he occupies cease to hold such office.
Cessation of members of the Board from office.
SECTION 10
In the event of death or resignation by a member of the Board or where the office of a member of the Board becomes vacant under section 9, a replacement shall be by appointment by the President.
Filling of vacancies
SECTION 11
The Board shall have powers to-
(a) formulate policies and ratify short and long-term plan of the Institute;
(b) ratify the annual budget and estimates of the Institute in accordance with approval granted by the National Assembly in the Appropriation Act;
(c) approve research and academic programmes of the Institute;
(d) approve investment plan of the Institute;
(e) consider and approve the capital development plans of the Institute;
(f) receive and consider proposals, recommendations and suggestions of the Director-General or any committee of the Board on matters relating to the functions of the Institute under this Act;
(g) constitute any committee that may be necessary to discharge any of the function assigned to it under this Act;
(h) attract funds by way of donations and contributions to the Institute and put in place mechanisms for collection and utilisation of such funds;
(i) invest surplus funds of the Institute in profit-yielding ventures; and
(j) carry out or exercise any other powers that may be necessary for the achievement of the objects of this Act.
Powers of the Board.
SECTION 12
(1) The Institute shall have-
(a) its corporate headquarters in Abuja;
(b) a liaison office or directorate in Oshidi; and
(c) zonal office in each of the six geopolitical zones of Nigeria which include- (i) North-West, (ii) North-East, (iii) North-Central, (iv) South-East, (v) South-West, and (vi) South-South.
(2) The Institute shall operate a departmental structure with directorate or any other structure as may be considered necessary for the performance of its functions and delivery of its services under this Act.
(3) The head of research directorate shall be designated as head of department and headed by the Director-General and chief executive officer.
(4) The head of research department shall hold office for three years at the first instance and renewable for another three years and no more.
(5) Notwithstanding the provision of subsection (3), in the absence of a Director or head of research directorate, the most senior research officers may be appointed in acting capacity on the recommendation of the Director-General of the Institute to the Board.
(6) A department shall have not more than five divisions, with each division headed by a deputy director and division may consists of sections, headed by chief research or scientific officer and section may also be composed of units for effectiveness.
(7) Zonal offices shall be headed by zonal coordinators.
The structure of the Institute.
SECTION 13
(1) There shall be appointed for the Institute a Director-General, who shall be the chief executive and accounting officer of the Institute.
(2) The Director-General shall be-
(a) be appointed by the President on the recommendation of the Minister;
(b) be responsible to the Board for the management of the affairs of the Institute;
(c) be responsible for the execution of the policy and the administration of the affairs of the Institute;
(d) be entitled to earn a remuneration and allowances as may be specified in his letter of appointment;
(e) be a person with cognate experience and skills of not less than 15 years post-doctoral qualification and qualification as a professional in any field of science and engineering that relate to the operation of the Institute and other criteria as may be stipulated;
(f) hold office for a term of five years at the first instance and eligible for re-appointment for another term of five years on such terms and conditions as may be specified in his letter of appointment and no more; and
(g) be the Head of the Management Committee of the Institute and the Secretary to the Board.
Appointment of the Director-General of the Institute.
SECTION 14
The Director-General shall-
(a) prepare the minutes of meetings of the Board and any of its committees;
(b) keep and secure all records of the Board;
(c) issue notice of meetings of the Board as may be directed by the Chairman;
(d) be responsible for the implementation of the resolutions of the Board;
(e) coordinates the preparation of income and expenditure estimates and development plans for the Board’s consideration;
(f) have custody of the seal of the Institute; and
(g) perform such other functions as may be assigned by the Board.
Duties of the Director-General of the Institute.
SECTION 15
(1) The principal officers of the Institute include-
(a) directors;
(b) head of departments;
(c) zonal coordinators;
(d) head of Servicom office;
(e) chief internal auditor;
(f) head of pension office;
(g) head of legal; and
(h) head of procurement.
(2) The directors, heads of departments or zonal coordinators shall assist the Director- General in the management of the Institute.
(3) Directors or zonal coordinator shall-
(a) head each of the directorate of the Institute;
(b) implement the policies of the Institute as they apply to the directorate;
(c) prepare draft expenditure estimate and development plans of his directorate;
(d) serve on Scientific or Technical Advisory Committee of the Institute; and
(e) perform such other functions as may be determined by the Director-General.
Principal officers of the Institute
SECTION 16
The Board may appoint or employ such other persons as members of staff of the Institute on the recommendation of the Director-General as may be necessary, subject to the extant rules and conditions of service of the Institute.
Other staff of the Institute.
SECTION 17
Salaries and benefits of the staff of the Institute shall be in accordance with the conditions and scheme of service in research institutes in Nigeria or as may be approved by the Board of the Institute.
Remuneration of employees of the Institute.
SECTION 18
(1) The Board may make staff regulations or adopt staff conditions of service that are independent of the Civil Service of the Federation that may provide for-
(a) the remuneration and tenure of office of members of staff of the Institute;
(b) appointment, promotion, fringe benefits and incentives, for members of staff of the Institute; and
(c) appeal procedure for members of staff of the Institute against dismissal or other disciplinary measures.
(2) The Board shall have power to amend regulations made under this Act, provided that the proposal for it is passed by two-thirds majority of the members of the Board.
(3) All regulations made by the Board subject to the provisions of this Act, may be published in the Federal Government Gazette.
Staff regulations.
SECTION 19
(1) The principal officers of the Institute may be removed from office by the Board with the approval of the Minister.
(2) Any other senior member of staff of the Institute may be removed from office by the Director-General with the approval of the Board.
(3) The removal from office of any junior staff shall be approved by the Director-General.
Removal and discipline of staff in the Institute.
SECTION 20
(1) Service in the employment of the Institute shall be approved service under the Pension Reform Act, and accordingly, employees of the Institute shall, in respect of their service be entitled to pension and other retirement benefits as are prescribed in that Act.
(2) Notwithstanding the provisions of subsection (1), nothing in this Act, shall prevent the appointment of a person to any office on terms, which preclude the grant of a pension and gratuity in respect of that office.
(3) For the purpose of the application of the Pension Reform Act, any power exercisable under it by the President or authority other than the Federal Government, not being the power to make regulations under section 32 of this Act, shall be vested in and exercisable by the Institute.
(4) Subject to subsection (2), the Pensions Reform Act, shall in its application of subsection (3), have effect as if the officer were in the public service of the Federation within the meaning of the Constitution of the Federal Republic of Nigeria, 1999.
Application of the Pensions Reform Act.
SECTION 21
(1) The Institute may establish Scientific and Technical Advisory Committee (in this Act referred to as “the Committee”) in the areas of research to assist the Institute in various aspects of its responsibilities.
(2) The members of a Scientific and Technical Advisory Committee shall be persons with requisite expertise and experience in the relevant areas of interest to the Institute.
Constitution of Scientific and Technical Advisory Committee.
SECTION 22
(1) The Institute may with the approval of the Chairman of the Board or Minister, establish demonstration factories, spin-off companies or industrial parks in any of the six geo-political zones of Nigeria, based on the availability of raw materials and other factors of production of relative advantage in such zones.
(2) The Institute shall provide for-
(a) the location of the factories, companies or industrial parks;
(b) the field in which the factories, companies and industrial parks are to conduct its work and manpower training where applicable;
(c) the transfer to the centre by mutual agreement of any existing Federal, State and Local Government facilities;
(d) the establishment and constitution of senior officers of the Institute to manage the affairs of the factories, companies and industrial parks;
(e) the demonstration factories, spin-off companies and industrial parks shall be fully equipped to carry out training and research and development activities; and
(f) a suitable association and collaboration of the demonstration factories, spin off companies and industrial parks with universities, other institutions of higher learning and commercial industries.
(3) The Institute may with the approval of relevant authorities establish and operate the Federal Institute of Industrial Research Consult, which shall be a semi-autonomous body to commercialise inventions and innovations of the Institute.
Establishment of demonstration factories, spin-off companies and industrial parks.
SECTION 23
(1) The Institute shall establish and maintain a Fund which shall be applied towards the promotion of the objectives specified in this Act.
(2) There shall be paid and credited to the Fund established under subsection (1)-
(a) such sums as may be provided by the Government of the Federation or appropriated by the National Assembly for payment into the Fund;
(b) fees charged for services rendered by the Institute, including royalties on Institute’s technologies ceded to industries for national development;
(c) all sums accruing to the Institute by way of gifts, testamentary dispositions, endowments or contributions from philanthropic persons or organisations;
(d) contributions from the organised private sector;
(e) foreign aids and assistance from bilateral and multilateral agencies; and
(f) proceeds from commercialisation of research and development products of the Institute.
(3) Notwithstanding the provision of subsection (2), every application for registration into the Institute’s Journal, shall attract a fee, which shall be credited and maintained in a separate account of the Institute, part of which shall be used for the publication of the Institute’s journal.
Establishment of Fund for the Institute.
SECTION 24
The Institute shall apply the Fund established under this Act, with the approval of the National Assembly to-
(a) conduct research and development activities in the capital project of the Institute;
(b) maintain the head office and establish zonal offices for the Institute;
(c) pay allowances and expenses of members of the Board;
(d) sponsor local and international conferences, seminars, workshops for members of staff of the Institute;
(e) provide scholarship and award for specialised training for personnel;
(f) publicise and promote the activities of the Institute;
(g) support national and international scientific bodies and pay annual dues and other contributions to scientific organisations, in which Nigeria is a member;
(h) fund the establishment of spin-off companies and demonstration factories; and
(i) undertake any other activity in connection with the object of this Act.
Expenditure of the Institute.
SECTION 25
(1) The Institute shall not later than 30 September of each year, submit to the Board and National Assembly for approval, its estimates of income and expenditure for the next financial year.
(2) The Institute shall-
(a) keep proper records of all accounts of its income and expenditure; and
(b) prepare statement of account in respect of each financial year.
(3) The Institute shall, not later than 30 June of each financial year, submit its accounts to auditors appointed from the list of qualified auditors in accordance with guidelines laid down by the Auditor-General for the Federation and the auditors fees and expenses shall be paid from the Fund of the Institute and the report submitted to the National Assembly for oversight purposes.
Annual estimates, accounts and audit.
SECTION 26
(1) The Institute shall not later than 30 June of each financial year, submit to the Board, in respect of the preceding financial year, an annual report on the activities of the Institute in such form as the Board may direct.
(2) The report referred to in subsection (1) shall include-
(a) information on the activities of the Institute for the year;
(b) a copy of the audited accounts of the Institute for that year together with the Auditor-General’s report on the accounts of the Institute; and
(c) such other information as the Board may request.
(3) The Director-General shall provide such information on the affairs of the Institute as the Board may request.
Annual report
SECTION 27
All income derived by the Institute from the sources specified in section 23(2) of this Act shall be exempted from income tax and other contributions to the Fund of the Institute shall be tax deductible.
Exemption from income tax.
SECTION 28
Subject to the approval of the Board, the Institute may invest in profitable productions of capital goods by joint venture, partnership, share-holding or as sole proprietor or as the case may be, the net income generated shall be paid into the Fund of the Institute.
Capital production income.
SECTION 29
(1) The Institute may, with the consent or in accordance with any general authority given by the Board, borrow by way of loan or overdraft, any specified amount of money required by the Institute for its obligations and functions under this Act in accordance with extant laws and regulations.
(2) The Institute may, subject to the provisions of this Act and the conditions of any trust created in respect of any property, invest any of its funds with the consent or general authority of the Board.
(3) The Institute may invest any of its surplus funds in such securities as the Board may approve.
Borrowing and investment powers of the Institute.
SECTION 30
(1) The Institute may accept any gift of land, money or other property upon such terms and conditions, if any, as may be specified by the person or organisation making the gift.
(2) The Institute shall not accept any gift where the conditions attached by the person or organisation making the gift are inconsistent with the functions and objectives of the Institute.
(3) A gift donated to the Institute or project of the Institute shall be made directly to the Institute and shall be utilised only for the purpose.
Power to accept gifts.
SECTION 31
(1) The seal of the Institute shall be such as may be administered by the Board, signed by the Chairman of the Board and the Director-General.
(2) Certificates issued by the Institute shall have the Institute’s seal affixed and signed by the Chairman of the Board and the Director-General of the Institute.
(3) Any contract or instrument which, if made or executed by a person not being a body corporate, would not be required to be under seal may be made or executed on behalf of the Institute by any authorised person.
The seal of the Institute.
SECTION 32
The Board may make regulations-
(a) to regulate the activities and programmes of the Institute, or any matter connected with the Institute; or
(b) for the effective implementation of any of the provisions of this Act.
Power to make regulations.
SECTION 33
(1) Subject to the provisions of this Act, the provisions of the Public Officers Protection Act shall apply to any suit instituted against the Institute, an officer of the Institute or employee of the Institute.
(2) No suit shall lie or be instituted in any court against the Institute, a member of the Board or any principal officer or employee of the Institute for an action carried out in the execution of this Act or any enactment, or of any public duty in respect of any alleged neglect or default in the execution of this Act or duty or authority, unless it is commenced-
(a) within three months of the act, neglect or default complained of; or
(b) in the case of a continuation of damage or injury, within six months after the ceasing of the act, neglect or default.
(3) No suit shall be commenced against the Institute, a member of the Board or any principal officer or employee of the Institute before the expiration of a period of one month after written notice of the intention to commence the suit has been served on the Institute by the intending plaintiff or his agent.
(4) The notice referred to in subsection (3) shall clearly state the-
(a) cause of action;
(b) particulars of the claim;
(c) the name and place of abode of the intending plaintiff; and
(d) the relief sought.
Limitation of suit against the Institute .
SECTION 34
(1) Any notice or other document required or authorised to be served on or given to any person for the purposes of this Act, may be served or given by –
(a) delivering it to that person, or by leaving it at his usual or last known place of residence or business or at the address specified by him in any notice, application or other document made, given or tendered to the Institute under this Act; or
(b) posting it by registered mail to him at that place of residence or business or at that address.
(2) Where any of such notice or other document is sent by registered mail, unless the contrary is proved, it shall be deemed to have been delivered to him when it would have been delivered in the ordinary course of posting a mail unless the contrary is established, and in proving the delivery, it shall be sufficient to prove that there is return post office slip showing actual delivery.
(3) Where for any purpose under this Act, a notice or document is required to be served on a firm or company, the notice or document may be served on the Secretary or other officer holding a similar position in the organisation and the service unless otherwise directed by the Institute, is deemed to be served on all persons who are members of the organisation.
(4) Any service of notice or process on the Institute shall be by proven registered post or by personal service on any principal officer of the Institute.
Service of notice.
SECTION 35
The Minister may give to the Institute, directives of a general character relating to the policies and functions of the Institute and shall comply with such directives without prejudice to the power of the Board and oversight of the National Assembly.
Power to give directives by the Minister.
SECTION 36
(1) The Institute shall be exempted from the payment of income tax in any income accruing from investment made by the Institute.
(2) The provision of any enactment relating to the taxation of companies or trust funds shall not apply to the Institute.
Exemption from tax accruing from investment.
SECTION 37
The Institute shall impose conditions and set targets for the formation of joint ventures or partnerships between multinational services, research institutes, institutions or service companies in all sector of the economy and certified indigenous services companies for the purpose of technological training and acquisition.
Joint venture targets for technology acquisition.
SECTION 38
The Institute shall make regulations with requirement and targets for the growth of research and development in the areas of foods, non-food and agro-allied raw materials which may be reviewed by the Institute or in particular, the Nigerian industry.
Research targets and development of research products.
SECTION 39
In this Act- “Board” means the Governing Board of the Institute established under section 3 (1) of this Act; “Chairman” means the Chairman of the Board of the Institute appointed under section 4 (1)(a) of this Act; “Fund” means the fund of the Institute established under section 23 of this Act; “Institute” means the Federal Institute of Industrial Research established under section 1 (1) of this Act; “Minister” means Minister responsible for science and technology; “member” means a member of the Board and this includes the Chairman; “President” means President of the Federal Republic of Nigeria; “principal officer” means the directors and other officers specified in section 15 of this Act; “Public Service” has the meaning assigned to it in the Constitution of the Federal Republic of Nigeria, 1999; “Secretary” means the Secretary to the Board of the Institute.
Interpretation.
SECTION 40
This Act may be cited as the Federal Institute of Industrial Research (Establishment) Act, 2023.
Citation.
SCHEDULE
Section 4(2)
SUPPLEMENTARY PROVISIONS RELATING TO THE BOARD
Proceedings of the Board
1. Subject to this Act and section 27 of the Interpretation Act, the Board may make standing orders regulating its proceedings or those of any of its committees.
2. The quorum of the Board shall be the Chairman or person presiding over the meeting and five other members of the Board and the quorum of any committee of the Board shall be as determined by the Board.
3. The Board shall meet not less than four times in each year and subject to that, the Board shall meet whenever it is summoned by the Chairman or where the Chairman is required to do so by a notice given to him by not less than four other members, he shall summon a meeting of the Board to be held within 28 days from the date on which the notice is given.
4. At any meeting of the Board, the Chairman shall preside but if he is absent, the members present at the meeting shall appoint one of their members to preside at the meeting.
5. Where the Board desires to obtain the advice of any person on a particular matter, the Board may co-opt such person for such period as it deems fit, but a person who is in attendance by virtue of this subparagraph shall not be entitled to vote at any meeting of the Board and shall not count towards a quorum.
6. The Board may set up one or more committees to perform, on behalf of the Board, such functions as the Board may determine.
7. A committee set up under this paragraph shall consist of such number of persons as may be determine by the Board, and a person shall hold office on the committee in accordance with the term of his appointment.
8. A decision of a committee shall be of no effect until it is confirmed by the Board.
9. The validity of any proceedings of the Board or of a committee shall not be affected by any vacancy in the membership of the Board or of a committee.
10. Any member of the Board or any person holding office on a committee of the Board, who has personal interest in any contract or arrangement shall disclose his interest to the Board and shall not vote on any matter relating to the contract or arrangement.
Miscellaneous
11. The fixing of the seal of the Board shall be authenticated by the signature of the Director-General and chief executive officer or any person generally or specifically authorised by the Board to act for that purpose.
12. Any contract or instrument which, if made or executed by a person not being a body corporate, would not be required to be under seal, may be made or executed on behalf of the Board by the Director-General and chief executive officer or any person generally or specifically authorised by the Board to act for that purpose.
13. Any document purporting to be a document duly executed under the seal of the Board shall be received in evidence and shall, unless and until the contrary is proved, be presumed to be so executed.
14. The validity of any proceeding of the Board or a committee shall not be affected by-
(a) a vacancy in the membership of the Board or committee;
(b) a defect in the appointment of a member of the Board or committee; or
(c) reason that a person not entitled to do so took part in the proceedings of the Board or committee.
