Form CM 1



REPUBLIC OF SOUTH AFRICACOMPANIES ACT, No 71 of 2008MEMORANDUM OF INCORPORATION FOR A NON-PROFIT COMPANY WITHOUT MEMBERS Name of Company: CITIZENS ZA MOVEMENT NPC(Registration No.: __________________)(the “Company")This MOI was adopted by the Incorporators as evidenced by their signatures below:Name of IncorporatorsIdentity/Registration Number of Incorporators SignaturesDateJames Thokoana MotlatsiRobert Michael GodsellManoko Aletta NchweTABLE OF CONTENTSClause number and descriptionPage TOC \o "1-9" \z \t "Clause1Head,1" PART ONE: INTERPRETATION PAGEREF _Toc368561285 \h 41.INTERPRETATION PAGEREF _Toc368561286 \h 4PART TWO: NATURE OF THE COMPANY PAGEREF _Toc368561287 \h 72.CALCULATION OF BUSINESS DAYS PAGEREF _Toc368561288 \h 73.NON PROFIT COMPANY PAGEREF _Toc368561289 \h 74.FOUNDERS RIGHTS UNDER THIS MOI PAGEREF _Toc368561290 \h 75.PURPOSE AND OBJECTS OF THE COMPANY PAGEREF _Toc368561291 \h 76.POWERS OF THE COMPANY PAGEREF _Toc368561292 \h 97.PBO STATUS PAGEREF _Toc368561293 \h 98.DONATIONS TO THE COMPANY PAGEREF _Toc368561294 \h 99.NO MEMBERSHIP PAGEREF _Toc368561295 \h 1010.RESTRICTIVE CONDITIONS PAGEREF _Toc368561296 \h 1011.AMENDMENTS TO THE MOI PAGEREF _Toc368561297 \h 1212.RULES PAGEREF _Toc368561298 \h 12PART THREE: DIRECTORS PAGEREF _Toc368561299 \h 1413.AUTHORITY OF THE BOARD OF DIRECTORS PAGEREF _Toc368561300 \h 1414.DUTIES OF DIRECTORS PAGEREF _Toc368561301 \h 1415.APPOINTMENT OF DIRECTORS PAGEREF _Toc368561302 \h 1516.CESSATION OF OFFICE PAGEREF _Toc368561303 \h 1618.PROCEEDINGS OF THE DIRECTORS PAGEREF _Toc368561304 \h 1719.DIRECTORS ACTING OTHER THAN AT A MEETING PAGEREF _Toc368561305 \h 1820.BOARD COMMITTEES PAGEREF _Toc368561306 \h 1921.NATIONAL CONFERENCE PAGEREF _Toc368561307 \h 1922.NATIONAL STEERING COMMITTEE PAGEREF _Toc368561308 \h 1923.REGIONAL STEERING COMMITTEE PAGEREF _Toc368561309 \h 2024.BRANCHES PAGEREF _Toc368561310 \h 2225.FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTERRELATED PARTIES PAGEREF _Toc368561311 \h 2326.INDEMNITY PAGEREF _Toc368561312 \h 2427.RATIFICATION OF DIRECTORS' ACTIONS PAGEREF _Toc368561313 \h 25PART FOUR: GENERAL PROVISIONS PAGEREF _Toc368561314 \h 2628.FINANCIAL YEAR END PAGEREF _Toc368561315 \h 2629.ACCOUNTING RECORDS AND FINANCIAL STATEMENTS PAGEREF _Toc368561316 \h 2630.LOSS OF DOCUMENTS PAGEREF _Toc368561317 \h 2731.NOTICES PAGEREF _Toc368561318 \h 2732.WINDING UP OR DISSOLUTION PAGEREF _Toc368561319 \h 27PART ONE: INTERPRETATIONINTERPRETATIONIn this MOI?–words that are defined in the Companies Act, but not defined in this MOI will bear the same meaning in this MOI as in the Companies Act, as read with the changes required in section?10(4) of the Companies Act. For ease of reading, such terms have been capitalised in this MOI;unless the context otherwise requires?– “Address” shall include an Electronic Address, business, residential or postal or any other address furnished by a Director to the Company;“Branches” shall bear the meaning ascribed thereto in clause REF _Ref360787633 \r \h 24 below; “Branch Committee” shall bear the meaning ascribed thereto in clause REF _Ref368395973 \r \h 24.2 below;“Companies Act” means the Companies Act, No 71 of 2008, as amended, or any legislation which replaces it;“Company” means the Citizens ZA Movement NPC, being a non-profit company as contemplated in section 8(1) and Schedule 1 of the Companies Act, or by whatever other name it may be known from time to time;“Connected Person” means a connected person as defined in section 1 of the Income Tax Act;"Deliver" means deliver in the manner in which the Company is entitled to give notice or deliver documents in accordance with this MOI and the Companies Act;“Electronic Address” means in regard to Electronic Communication, any email address furnished to the Company by a Director;"Founding National Conveners" means, collectively and individually, depending on the context, James Thokoana Motlatsi (Identity Number: 510605?5703?086) and Robert Michael Godsell (Identity Number: 520914?5113?082), or such other persons as provided for in clause REF _Ref366059176 \r \h 4 below, and “Founders” shall bear a corresponding meaning; “Income Tax Act” means the Income Tax Act, No 58 of 1962, as amended, or any legislation which replaces it;“Ineligible or Disqualified” means ineligible or disqualified as contemplated in the Companies Act, which shall apply not only to Directors and Alternate Directors but also to members of Board committees and Prescribed Officers and the secretary of the Company; “MOI” means this Memorandum of Incorporation, as amended from time to time;"National Steering Committee" shall bear the meaning ascribed thereto in clause REF _Ref364924936 \r \h 22 below;"Regional Steering Committee" shall bear the meaning ascribed thereto in clause REF _Ref364924951 \r \h 23 below;"Patron" means a person named or chosen by the Founders as a very important supporter of the Company who assisted the Founders in launching the Company, and “Patrons” or “Council of Patrons” shall bear a corresponding meaning;“PBO” means a public benefit organisation approved of by the SARS Commissioner in terms of section 30(1) of the Income Tax Act and which is exempt in terms of Part 1 of the ninth schedule of the Income Tax Act;“Regulations” means regulations published pursuant to the Companies Act, as amended from time to time;“SARS Commissioner” means the Commissioner for the South African Revenue Services; “Writing” includes Electronic Communication but as regards any Member entitled to vote, only to the extent that such Director has notified the Company of an Electronic Address, and “Written” has a corresponding meaning;if any provision in a definition is a substantive provision conferring a right or imposing an obligation on any person, then, notwithstanding that it is only in a definition, effect will be given to that provision as if it were a substantive provision in the body of this MOI;the use of the words "including", "includes" and "include", followed by a specific example/s, will not be construed as limiting the meaning of the general wording preceding them and the eiusdem generis rule will not be applied in the interpretation of that general wording or those specific examples;For the avoidance of doubt, it is recorded that any reference to "Present at such Meeting" or "Present at the Meeting" will be construed in accordance with the definition of "Present at a Meeting" in the Companies Act;all references to “section/s” in this MOI refer to the sections of the Companies Act unless the context indicates otherwise;the headings are for reference purposes only and shall not affect the interpretation of this MOI;words in the singular number shall include the plural, and words in the plural number shall include the singular, words importing the masculine gender shall include the female gender, and words importing persons shall include created entities (corporate or not);if any term is defined within the context of any particular clause in the MOI, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this MOI, notwithstanding that that term has not been defined in this interpretation provision;if any term is defined within the context of any particular clause in the MOI, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of this MOI, notwithstanding that that term has not been defined in this interpretation provision.PART TWO: NATURE OF THE COMPANYCALCULATION OF BUSINESS DAYSWhen a particular number of Business Days is provided for between the happening of one event and another, the number of days must be calculated by?–excluding the day on which the first such event occurs;including the day on or by which the second event is to occur; andexcluding any public holiday, Saturday or Sunday that falls on or between the days contemplated in clauses? REF _Ref277836649 \r \h \* MERGEFORMAT 2.1 and REF _Ref277836651 \r \h \* MERGEFORMAT 2.2 respectively.NON PROFIT COMPANYThe Company is a Non-Profit Company without Members incorporated?– for the purpose set out in clause REF _Ref363032508 \r \h 5 below and accordingly has been incorporated for a public benefit or other object relating to one or more cultural or social activities, or communal or group interests, as required for a Non-Profit Company by section 1 as read with Item 1(1) of Schedule 1 to the Companies Act; andon the basis that it is obliged to comply with the mandatory principles for a Non-Profit Company set out in Schedule 1 to the Companies Act.FOUNDERS RIGHTS UNDER THIS MOIAll rights, entitlements, interests and benefits (whether personal or not) afforded to the position of Founder under this MOI may be transferred (in whole, but not in part) in Writing by the person then currently occupying the position of Founder to any other person, in which case the latter person shall for all intents and purposes become the Founder under this MOI. Any such transfer may only occur with the written consent of the other Founder (if any).Notwithstanding clause REF _Ref367195668 \r \h 4.1 above, a remaining Founder shall assume all of the other Founder’s rights, entitlements, interests and benefits in the event that the other Founder is deceased without having executed a valid will bequeathing such rights, entitlements, interests and benefits to any other person in terms of this MOI.PURPOSE AND OBJECTS OF THE COMPANYThe main purpose and objects of the Company is to –create resource kits (including but not limited to educational kits and health kits), which shall facilitate networks that will connect citizens with each other through regions and branches in South Africa as a whole;enable each and every South African from each and every part of the South African society to reflect, renew and deepen their sense of national identity;gain clarity and confidence from each and every South African’s role within the nation as citizens. Such role shall include, inter alia, the rights and responsibilities as enshrined and set out in the Preamble and the Bill of Rights of the Constitution of the Republic of South Africa and the charter, which shall be a guide to the participants’ daily lifestyle and interaction within the greater society;enable each and every South African to share their resources, wisdom and skills in order to address the challenges that faces Republic of South Africa by means of driven, innovative and creative solutions;liaise with other non-profit organisations in initiating programmes and initiatives that encourage citizens to be active in servicing and improving their respective communities for the benefit of South Africa as a whole;encourage each and every South African to commit and dedicate at least 4 (four) hours of his or her time per month, which shall illustrate and embed the active role which can be played by citizens in the various facets of the which includes but are not limited to education, health, youth empowerment and employment, crime prevention initiatives and environmental protection; andencourage, promote and entrench?–the spirit of Ubuntu;a sense of empowerment to enable the citizens of South Africa to hold South African public institutions accountable;pride in the concept of citizenship and the set values as espoused in the Company’s charter, in order to transcend sectional agendas of certain South Africans who are mobilised around issues of race and class;community involvement in different social areas within South Africa; the spirit of sharing resources for the benefit of communities in which the citizens of South Africa reside; andto help to unify or assist all citizens who subscribe to common values and promote and encourage citizens to live out these values as actions in their own lives.In carrying out its objects, the Company shall not discriminate on the basis of whether a citizen of a particular community or region contributes or makes donations (or has contributed or made a donation) to the Company.POWERS OF THE COMPANYThe Company has all of the powers and capacity of an Individual save to the extent set out in the Companies Act (including as set out in Items?1(3) and?1(4) of Schedule?1) and the Regulations, and this clause? REF _Ref361664431 \r \h 6, but subject to the limitations set out in this MOI.The Company shall not –amalgamate or merge with, or convert to, a profit company; ordispose of any part of its assets, undertaking or business to a profit company, other than for fair value, except to the extent that such a disposition of an asset occurs in the ordinary course of the activities of the Company.PBO STATUSThe Directors shall comply with the requirements set out in the Income Tax Act for maintaining –the Company as a registered PBO; and/orany other tax exemption or tax benefit granted to the Company by the Tax Emption Unit of the South African Revenue Service from time to time, whether in terms of section 18A of the Income Tax Act or otherwise.The Directors shall not take any action which may adversely affect the Company's status as a PBO or any tax exemption or tax benefit which has been granted to it in terms of section 18A of the Income Tax Act or otherwise. DONATIONS TO THE COMPANYThe Directors shall, in respect of every request received therefor, furnish to the donor a receipt of which the following particulars are given:the reference number of the Company issued by the SARS Commissioner for purposes of section 18A of the Income Tax Act;the date of receipt;the name of the Company, together with an address to which enquiries may be directed in connection with same;the name and address of the donor;the amount or nature of the donation; anda certificate to the effect that the receipt is issued for the purposes of section 18A of the Income Tax Act, and the donation has been or will be used exclusively for the purposes of the main object of the Company.NO MEMBERSHIPThe Company does not have Members.RESTRICTIVE CONDITIONSSpecial MattersThe Company shall not engage in, agree to, perform or undertake any of the acts or matters listed in REF _Ref361677924 \r \h Schedule 1, except as may be approved by at least one of the Founders in Writing, and the Company and the Directors’ powers shall be limited accordingly.ActivitiesThe Company shall ensure that substantially the whole of its activities are directed to the furtherance of its objects, as set out in this MOI.The Company must not, directly or indirectly, pay any portion of its income or transfer any of its assets, regardless of the manner in which such income or asset was derived, to any Person who is or was an incorporator (or Founder) of the Company, a member of a Board committee or a Director, or Person appointing a Director, of the Company, except -as reasonable -remuneration for goods delivered or services rendered to, or at the direction of, the Company; orpayment of, or reimbursement for, expenses incurred to advance a stated object of the Company;as a payment of an amount due and payable by the Company in terms of a bona fide agreement between the Company and that Person or another; oras a payment in respect of any rights of that Person, to the extent that such rights are administered by the Company in order to advance a stated object of the Company; orin respect of any legal obligation binding on the Company,subject always to the requirement that any such distribution must not directly or indirectly promote the economic self-interest of any fiduciary or employee of the Company.The Company shall apply all of its assets and income, however derived, to advance its stated objects, as set out in this MOI.The carrying on of the Company’s objects shall be undertaken on the basis that it shall?–be carried out with an altruistic or philanthropic intent; not, whether directly or indirectly, promote the economic self-interest of any of its incorporators, Directors, public officers, fiduciaries or employees of the Company, otherwise then by way of reasonable remuneration payable to such Director, public officer, fiduciary or employee as set out in clause REF _Ref363047322 \r \h 17 of this MOI; The Company is prohibited from having a share or other interest in any business, profession or occupation which is carried on by its Directors. Notwithstanding the provisions of REF _Ref332960219 \r \h 10.2.5 above, the Company shall be entitled to contract with any entity, notwithstanding that any of the Directors may have an interest or share in the entity.The Company shall comply with any reporting requirements as may be determined by the SARS Commissioner.The Company shall not knowingly be a party to, or knowingly permit itself to be used as part of, any transaction, operation or scheme of which the sole or main purpose is the reduction, postponement or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or scheme, would have been or would have become payable by any person under the Income Tax Act or any other law administered by the SARS Commissioner.DonationsThe Company shall not accept a donation that is revocable at the instance of the donor, other than a material failure to conform to the designated purpose and conditions of such donation, including any misrepresentation regarding the tax deductibility thereof. Provided that a donor, may not impose conditions which could enable such donor or any Connected Person in relation to such donor to derive some direct or indirect benefit from the application of such donation.The Company has not nor shall the Company at any stage utilise any of the funding / donations received to further or benefit any political party.AMENDMENTS TO THE MOIAll amendments of the MOI shall be effected in accordance with the provisions of section 16(3) of the Companies Act, provided that any amendment to the MOI, in order to be of force and effect, shall require the prior Written approval of the Founders.In the event that the Company receives tax exempt status in terms of section?30 of the Income Tax Act?– any amendments to this MOI shall be submitted to the SARS Commissioner within 30?(thirty) Business Days from such amendment;?andthe Company shall comply with such reporting requirements as may be determined by the SARS Commissioner from time to time.RULES This MOI does not restrict, limit or qualify the power or authority of the Board to make, amend or repeal any necessary or incidental Rules relating to the governance of the Company in respect of matters that are not addressed in the Companies Act or this MOI, in accordance with the provisions of sections?15(3) to section?15(5) of the Companies Act.If the Board makes any rules, it must file a copy of those rules in the manner prescribed by the Companies Act and must publish them on the Company’s website. If the Board, or any individual authorised by the Board, alters any rules made by it in any manner necessary to correct a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the document, it must publish a notice of such alteration by publishing them on the Company’s website, and must file a notice of alteration in the manner prescribed by the Companies Act. PART THREE: DIRECTORSAUTHORITY OF THE BOARD OF DIRECTORSThe business and affairs of the Company will be managed by or under the direction of the Board, which will have the authority to exercise all of the powers and perform all of the functions of the Company, except to the extent that the Companies Act or this MOI provides otherwise.The Board may delegate to any one or more persons all such powers and delegate to any one or more persons the doing of all such acts (including the right to sub-delegate).In addition to the aforegoing, the Board shall manage the Company and shall carry out the objects and targets of the Company in such manner as it may deem fit and proper subject, however, to?–complying with the provisions of the Company’s charter, which are not inconsistent with this MOI; andthe provisions of section 30, read together with section 18A, of the Income Tax Act.DUTIES OF DIRECTORSIn addition to any other the duties of the Directors, the Directors shall be obliged to?–administer any donations accepted in terms of clause REF _Ref363035449 \r \h 8 and shall accept any donations which may be made by testamentary bequests or by donations inter vivos or by any other means, subject to the conditions set out in clause REF _Ref363035449 \r \h 8;from time to time open and/or hold a banking or similar account with an accredited financial institution in the name of the Company and deposit in such account all money which is paid to the Company;administer the funds of the Company and income accruing to the Company in order to achieve the objects of the Company;keep proper and comprehensive account books of account and records;retain any records or other documents in respect of the Company for a period of five (5) years;utilise the funds of the Company solely for the objects of the Company or to invest funds available for investment only in accordance with the provisions of section 30 of the Income Tax Act.APPOINTMENT OF DIRECTORSThe maximum number of Directors shall be 7 (seven). The Directors must not be Connected Persons in relation to each other. Any failure by the Company at any time to have the minimum number of Directors, does not limit or negate the authority of the Board, or invalidate anything done by the Board or the Company.Each Founder shall be entitled by written notice to the Company to appoint 3 (three) Directors and to jointly appoint a Director for the Company (provided such appointee is and remains a Patron). Such Founder shall be entitled by Written notice to the Company to remove any such Directors appointed by him/her and to replace any such Director who is so removed or who ceases for any other reason to be a Director of the Company. The Founders shall also be entitled to jointly remove and replace a Director who is appointed by both of them or ceases for any other reason to be a Director of the Company. If at any time, the number of Directors falls below 3 (three), the remaining Director or Directors, as the case may be, shall as soon as is practicable, appoint some other Person to act with him/her or them, provided that any appointment shall require the Written approval of the Founders in order to be of force and effect. Save as aforesaid, the Board shall not have the power to otherwise appoint any Directors.There will be no ex officio directors, as contemplated in section?66(4)(a)(ii) of the Companies Act. Subject to clause REF _Ref363045334 \r \h 15.2 above, no Person will have the right to effect the direct appointment or removal of one or more Directors, as contemplated in section?66(4)(a)(i) of the Companies Act.There are no general qualifications prescribed by the Company for a Person to serve as a Director in addition to the requirements of the Companies Act.No Director shall be entitled to appoint any Person as an Alternate Director to himself/herself.No Person shall be appointed as a Director if he/she is Ineligible or Disqualified and any such appointment shall be a nullity. No appointment of a Director shall take effect until he/she has delivered to the Company a Written consent to serve.CESSATION OF OFFICEA Director shall cease to hold office as such?–immediately he/she becomes Ineligible or Disqualified;subject to having obtained the Written consent of the Founders, the Board resolves to remove him/her on such basis, and in the latter case the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he/she shall be suspended);if he/she has or acquires, at any time, any Personal Financial Interest, in the Service Provider or any entity which enters into or conducts any commercial arrangement with the Company;when he/she dies;when he/she resigns by Written notice to the Company;subject to having obtained a Written consent of the Founders, the Board determines that he/she has become incapacitated to the extent that the person is unable to perform the functions of a director, and is unlikely to regain that capacity within a reasonable time, and the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he/she shall be suspended);if he/she is declared delinquent by a court, or placed on probation under conditions that are inconsistent with continuing to be a Director of the Company;if he/she removed by the persons who had appointed such a Director in terms hereof;subject to having obtained a Written consent of the Founders, if he/she is removed by resolution of the Board for being negligent or derelict in performing the functions of a Director, and the Director / Alternate Director has not within the permitted period filed an application for review or has filed such an application but the court has not yet confirmed the removal (during which period he/she shall be suspended);he/she files a petition for the surrender of his/her estate or an application for an administration order, or if he/she commits an act of insolvency as defined in the insolvency law for the time being in force, or if he/she makes any arrangement or composition with his/her creditors generally; orhe/she is otherwise removed in accordance with any provisions of this MOI.REIMBURSEMENT, NO REMUNERATIONNo remuneration or fees shall be payable to Directors by the Company in their capacity as Directors otherwise than in accordance with Items 1(3) and 5(4) of Schedule 1 to the Companies Act (and provided that such payment, fee or reimbursement complies with section 30 of the Income Tax Act).Notwithstanding the provisions of clause REF _Ref310250442 \r \h 17.1 above, the Directors may be reimbursed by the Company for all travelling, hotel (including accommodation) and other expenses properly, reasonably and actually incurred by them in or about the performance of their duties as Directors including those of attending and travelling to and from meetings of the Directors or any committee of the Directors. PROCEEDINGS OF THE DIRECTORSA Director authorised by the Board?– may, at any time, summon a meeting of the Directors; and must call a meeting of the Directors if required to do so by at least 2?(two) Directors.The Directors may determine what period of notice shall be given of meetings of Directors and may determine the means of giving such notice which may include telephone, telefax or Electronic Communication.If all of the Directors?– acknowledge actual receipt of the notice; are Present at a Meeting of the Directors; waive notice of the meeting, the meeting may proceed even if the Company failed to give the required notice of that meeting, or there was a defect in the giving of the notice.The Directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. The quorum necessary for the transaction of any business of the Directors shall be the majority of the Directors who are Present at a Meeting.The Directors may elect a chairperson of their meetings and determine the period for which he/she is to hold office; but if no such chairperson is elected, or if at any meeting the chairperson is not present within 15?(fifteen) minutes after the time appointed for holding it, the Directors present may choose one of the Directors Present at the Meeting to be chairperson of the meeting.Each Director has 1?(one) vote on a matter before the Board and a majority of the votes cast on a resolution is sufficient to approve that resolution. The Company must keep minutes of the meetings of the Board, and any of its committees, and include in the minutes every resolution adopted by the Board.Resolutions adopted by the Board?–must be dated and sequentially numbered; andare effective as of the date of the resolution, unless the resolution states otherwise.Any minutes of a meeting, or a resolution, signed by the chairperson of the meeting, or by the chairperson of the next meeting of the Board, are/is evidence of the proceedings of that meeting, or adoption of that resolution, as the case may be. The Chairperson shall cause minutes of its proceedings to be kept in such form as the Chairperson may from time to time direct. Copies of the minutes shall be forwarded to each office bearer before the date of the next meeting of the Board.DIRECTORS ACTING OTHER THAN AT A MEETING A decision that could be voted on at a meeting of the Board may instead be adopted by Written consent of the majority of the Directors, given in person, or by Electronic Communication, provided that each Director has received notice of the matter to be decided. Such resolution, inserted into the minute book, shall be as valid and effective as if it had been passed at a meeting of Directors. Any such resolution may consist of several documents and shall be deemed to have been passed on the date on which it was signed by the last Director who signed it (unless a statement to the contrary is made in that resolution). BOARD COMMITTEESThe Directors may appoint any number of Board committees and delegate to such committees any authority of the Board. The members of such committees may include Persons who are not Directors. All such members shall be entitled to 1 vote on all matters before the committee. The committees established pursuant to clauses REF _Ref364924936 \r \h 22, REF _Ref364924951 \r \h 23 and REF _Ref360787633 \r \h 24 shall each constitute a Board Committee.No Person shall be appointed as a member of a Board committee, if he/she is Ineligible or Disqualified and any such appointment shall be a nullity. A Person who is Ineligible or Disqualified must not consent to be appointed as a member of a Board committee nor act as such a member. A Person placed under probation by a court must not serve as a member of a Board committee unless the order of court so permits.There are no general qualifications prescribed by the Company for a Person to serve as a member of a Board committee in addition to the requirements of the Companies Act.A member of a Board committee shall cease to hold office as such immediately he/she becomes Ineligible or Disqualified in terms of the Companies mittees of the Board may consult with or receive advice from any Person. Meetings and other proceedings of a committee of the Board consisting of more than 1?(one) member shall be governed by the provisions of this MOI regulating the meetings and proceedings of Directors.NATIONAL CONFERENCEAt least every 3 (three) years, the Company shall convene a national conference which shall be attended by all the office bearers from the structures of the Company, who shall include the Founders, Board, Council of Patrons, all Regional Steering Committees and all Branch Committees.NATIONAL STEERING COMMITTEEA committee shall be established as the "National Steering Committee".The persons comprising the National Steering Committee shall consist only of the Board, office bearers appointed by the Board to act as such including the Regional Conveners, Deputy Regional Conveners and Regional Secretaries. For the sake of avoidance of doubt, the Board shall have the power to remove and/or replace any such members of the National Steering Committee as it may deem fit.The National Steering Committee shall convene meetings, from time to time, to discuss the affairs of the Company, adjourn and otherwise regulate their meetings as they may think fit. Such meetings shall be convened at least twice in each year of the Company.To achieve its objectives, the National Steering Committee shall have the following powers?-to raise and collect funds by any lawful means and as may be determined from time to time by the Board. All such funds raised shall be deposited into the bank account of the Company designated by the Board and no other account shall be used for this purpose;to utilise and apply the funds of the Company for the purpose of paying its expenses. The amount of the expenditure shall first be agreed or approved by the National Steering Committee prior to any such expenditure being incurred by the Company, and a written signed receipt shall be obtained from the payee for each such payment made;to incur capital expenditure by way of obtaining the relevant property, plant and equipment needed as and when funds are available for this purpose, in order to carry out the objectives of the Company provided that the amount of the expenditure shall first be agreed or approved by the National Steering Committee prior to such property, plant or equipment being purchased, and a written signed receipt shall be obtained from the payee for each such payment made;to open, maintain and operate a current banking account at any bank in South Africa or such other bank as may be designated from time to time by the National Steering Committee; andto enter into contracts on behalf of the Company and pertaining only to the activities of the Company, but at all times subject to the provisions of this Constitution.REGIONAL STEERING COMMITTEEAdditional committees may be established by the Board as separate “Regional Steering Committees", to be constituted to have jurisdiction in respect of a particular region within South Africa as allocated to such a Separate Regional Steering Committee by the Board. For avoidance of any doubt, a Separate Regional Steering Committee is not restricted to the borders of any particular province of South Africa.At the Board’s sole discretion, it?shall establish a Regional Steering Committee in a particular region provided there are at least 50 (fifty) people present in such region who are desirous of forming such Regional Steering Committee. Each member of the Regional Steering Committee shall be hereinafter referred to as a “Regional Member”;may notwithstanding clause REF _Ref364778141 \r \h 23.2.1 above, establish a Regional Steering Committee in a region where there are less than 50 (fifty) Regional Members;shall be entitled to convene meetings of a Regional Steering Committee;be able to dissolve and/or replace a Regional Steering Committee if, in its sole opinion, it deems it fit to do so; andshall be entitled to send representatives of it to attend and speak at meetings of a Regional Steering Committee.All Regional Members of a Regional Steering Committee shall be given sufficient notice as the Board deems fit to convene a meeting of the Regional Steering Committee in terms of which a Regional Convener, Deputy Regional Convener, Regional Secretary and three other administrative members are to be elected by the Regional Members to constitute a governing body of such Regional Steering Committee, Each Regional Steering Committee governing body member shall serve for a term of not more than 2 (two) years unless he/she is removed by the Board. Should the aforesaid term come to an end for any reason whatsoever, then the Regional Steering Committee shall give notice to its Regional Members to convene a meeting of the Regional Steering Committee so as to elect new Regional Steering Committee governing body Each Regional Steering Committee shall have the following duties, which duties shall be performed within the region assigned to it:propagate the values, purposes and objects of the Company including those which may be set out in the charter, amongst others;facilitate effective monthly activism in the areas set out in the charter;identify expertise and institutions in which each person’s dedication of 4?(four) hours per month in his or her community or institution can be channeled pursuant to clause REF _Ref364936822 \r \h 5.1.6;promote greater cooperation between government institutions and other civil society organisations who are active in the areas set out in the charter;maintain a register of all Branches established in the jurisdiction of each Regional Steering Committee; andany other duty delegated from time to time to it by the Board.Each Regional Steering Committee shall -carry out decisions and instructions of the Board;subject to any of the provisions contained herein to the contrary, meet together to attend to their business, adjourn and otherwise regulate their meetings as they think fit;exercise oversight over all of the activities of the Branches falling under its jurisdiction;be entitled to provisionally dissolve and/or replace a Branch Committee if it deems fit pending confirmation or rejection by the Board; amalgamate or merge Branches within a particular region if it deems it fit to do so; andsubmit a yearly report to the National Steering Committee meeting summarising the affairs of the Regional Steering Committee for the previous year.BRANCHESIf a Regional Steering Committee identifies participants ("Local Participants")?– situated in a localized community or institution, amongst others; sharing the common purposes, objects and values of the Company; orwho, if such Local Participants are combined, would have a greater impact as a whole in advancing the values, purposes and objects of the Company,then the Regional Steering Committee having jurisdiction shall be entitled to establish a sub-committee (a "Branch") to have jurisdiction in respect of such community or institution.All Local Participants of a Branch shall be given sufficient notice as the Regional Steering Committee deems fit to convene a meeting of the Branch in terms of which a Branch Convener, Deputy Branch Convener, Branch Secretary and at least two other administrative members are to be elected by the Local Participants to constitute the governing body of such Branch, referred to hereinafter as the “Branch Committee”.Each Branch Committee member shall serve for a term of not more than 2 (two) years unless he/she is removed by the relevant Regional Steering Committee. Should the aforesaid term come to an end for any reason whatsoever, then the Branch Committee shall give notice to its Local Participants to convene a meeting of the Branch so as to elect new Branch Committee members. The purpose of each Branch Committee shall be to coordinate, facilitate and aggregate the efforts of the Local Participants.The Branch shall carry out the decisions and instructions of the relevant Regional Steering Committee.Each Branch Committee shall convene meetings, from time to time, to discuss the affairs of the concerned Branch, adjourn and otherwise regulate their meetings as they may think fit. Each Branch Committee shall submit a yearly report to the Regional Steering Committee in terms of which it summarises the affairs of the concerned Branch for the previous year. Such Branch Committee shall, from time to time, be accountable to the Regional Steering Committee it falls under.FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTERRELATED PARTIESThe Company may not provide a loan to, secure a debt or obligation of, or otherwise provide direct or indirect financial assistance to, a Director of the Company or of a Related or Inter-Related company, or to a Person Related to any such Director, other than a transaction if it?– is in the ordinary course of the Company’s business and for fair value;constitutes an accountable advance to meet?–legal expenses in relation to a matter concerning the Company; oranticipated expenses to be incurred by the Person on behalf of the Company;is to defray the Person’s expenses for removal at the Company’s request; oris in terms of an employee benefit scheme generally available to all employees or a specific class of employees.INDEMNITYFor the purposes of this clause? REF _Ref256526036 \r \h 26, “Director” includes a former Director, an Alternate Director, a Prescribed Officer, a person who is a member of a committee of the Board, irrespective of whether or not the person is also a member of the Board.The Company may?–not directly or indirectly pay any fine that may be imposed on a Director, or on a Director of a Related company, as a consequence of that Director having been convicted of an offence in terms of any national legislation unless that fine has been imposed on the Director under the Income Tax Act in his/her representative capacity of the Company;advance expenses to a Director to defend litigation in any proceedings arising out of the Director’s service to the Company; anddirectly or indirectly indemnify a Director for?–any liability, other than in respect of?– any liability arising in terms of sections?77(3)(a), (b) or (c) of the Companies Act or from wilful misconduct or wilful breach of trust on the part of the Director; orany fine contemplated in clause? REF _Ref279535926 \r \h \* MERGEFORMAT 26.2.1;any expenses contemplated in clause? REF _Ref279535756 \r \h \* MERGEFORMAT 26.2.2, irrespective of whether it has advanced those expenses, if the proceedings?–are abandoned or exculpate the Director; orarise in respect of any other liability for which the Company may indemnify the Director in terms of clause? REF _Ref279535419 \r \h \* MERGEFORMAT 26.2.3.1.The Company may purchase insurance to protect?–a Director against any liability or expenses contemplated in clause? REF _Ref279535756 \r \h \* MERGEFORMAT 26.2.2 or REF _Ref279536230 \r \h \* MERGEFORMAT 26.2.3; orthe Company against any contingency including but not limited to:any expenses:that the Company is permitted to advance in accordance with clause? REF _Ref279535756 \r \h \* MERGEFORMAT 26.2.2; orfor which the Company is permitted to indemnify a Director in accordance with clause? REF _Ref279536484 \r \h \* MERGEFORMAT 26.2.3.2; orany liability for which the Company is permitted to indemnify a Director in accordance with clause? REF _Ref279536392 \r \h \* MERGEFORMAT 26.2.3.1.The Company is entitled to claim restitution from a Director or of a Related company for any money paid directly or indirectly by the Company to or on behalf of that Director in any manner inconsistent with section?75 of the Companies Act.RATIFICATION OF DIRECTORS' ACTIONSAny action or act by a Director may be ratified, as contemplated by section 20(2) of the Companies Act, by a resolution of the Board adopted with the support of more than 75% (seventy five per cent) of the Directors Present at the Meeting.PART FOUR: GENERAL PROVISIONSFINANCIAL YEAR ENDThe financial year of the Company is the 12?(twelve) month period ending on the last day of April each year (the “Financial Year”). ACCOUNTING RECORDS AND FINANCIAL STATEMENTSThe Company shall maintain the necessary accounting records, which shall be accessible from its registered office, in accordance with section 28 of the Companies ActWithout limiting the provisions of clause REF _Ref306104040 \r \h \* MERGEFORMAT 29.1 above, the Company must maintain adequate records of all revenue received from donations, grants, or in terms of any funding contracts or arrangements with any party or Person for a period of at least 5 (five) years. The Company shall prepare its its Financial Statements in accordance with the International Financial Reporting Standards as adopted by the International Accounting Standards Board or its successor body, or, if it qualifies in terms of the Regulations, in accordance with the South African Statements of Generally Accepted Accounting Practise as adopted from time to time by the Accounting Practices Board or its successor body, or, if it qualifies in terms of the Regulations, in accordance with such standard as it shall determine, and shall have its annual Financial Statements independently reviewed in accordance with the International Standard for Review Engagements, as issued from time to time by the International Auditing and Assurance Standards Body or its successor body, by a Registered Auditor or a member in good standing of a professional body that has been accredited in terms of section?33 of the Auditing Professions Act, unless it qualifies by reason of its public interest score being less than 100 (one hundred) to use an accounting officer, provided that such independent review must not be carried out by any independent accounting professional who was involved in the preparation of the annual Financial Statements. For this purpose, the Company shall calculate its public interest score for each financial year in accordance with the provisions of the Companies Act and the Regulations.Apart from the Founders, Patrons, Directors and office bearers, no Person shall be entitled to inspect and/or copy any of the documents of the Company (other the register of Directors of the Company) unless expressly authorised in Writing by the Directors and the Founders.The Company shall comply with such reporting requirements as may be determined by the SARS Commissioner from time to time.LOSS OF DOCUMENTSThe Company shall not be responsible for the loss in transmission of any document sent through the post either to the registered address of any person or to any other Address requested by the person. NOTICESAny Director who has furnished an Electronic Address to the Company, by doing so?–authorises the Company to use Electronic Communication to give notices, documents, records or statements or notices of availability of the aforegoing to him/her; andconfirms that same can conveniently be printed by the Director within a reasonable time and at a reasonable cost. Any notice, document, record or statement or notice of availability of the aforegoing sent by the Company shall be deemed to have been delivered on the date and time determined in accordance with the Regulations.WINDING UP OR DISSOLUTIONUpon the winding-up, deregistration or dissolution of the Company, the assets of the Company remaining after the satisfaction of all its liabilities shall be transferred to one or more Non-Profit Companies, registered external Non-Profit Companies carrying on activities within South Africa, voluntary association or non-profit trusts, which have objects similar to the main object of the Company and which are?–approved as a PBO;?orexempt from tax under the provisions of section?10(1)(cA)(i) of the Income Tax Act, and which entity has as its sole or principal object the carrying on of one or more public benefit activities (as defined in terms of the Income Tax Act) or which has similar objects to that of the Company,as may be determined by the Directors of the Company, at or immediately before the time of the winding-up, deregistration or dissolution of the Company. No past or present Director of the Company, or Person appointing a Director of the Company, is entitled to any part of the net value of the Company after its obligations and liabilities have been satisfied.Special Mattersany disposal of all or the greater part of the Company’s assets or undertaking;any proposal to amalgamate or merge the Company with another Non-Profit Company,the winding up, deregistration, liquidation of the Company, or any proposal by the Board of Directors of the Company to enter into business rescue proceedings (in either case, whether provisional or final), or a compromise between the Company and its creditors;any sale, assignment, transfer or other disposition by the Company of any or all of its material assets;the encumbering of any assets of the Company in any manner whatsoever;the cessation or variation of the operations of the Company, or any material part thereof;any transaction of any nature whatever between the Company and any of the directors anyone else, directly or indirectly related to any of the directors;the hiring of any employee by the Company for an annual salary in excess of R600 000 (six hundred thousand Rand) (including benefits and potential bonuses);any borrowings by the Company;the giving by the Company of pensions, gratuities or allowances to anyone otherwise than in terms of a fund which the Company concerned has established or joined;the entering into by the Company of any agreement otherwise than in the normal, ordinary and regular course of its operations;the entering into by the Company of any agreement for the acquisition, disposal or lease or termination of the lease of immovable property;any act or matter which falls within the purview of Chapter 5 Part A of the Companies Act;the granting of any direct or indirect financial assistance to a Director of the Company or of a related or inter-related company, or to a Person related to any such Directorapproval of the annual budget or other similar operating plans or business plans and any modification thereof or deviations therefrom; andany appointment and removal of auditors of the Company. ................
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