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REPUBLIC OF SOUTH AFRICA
COMPANIES ACT, No 71 of 2008
MEMORANDUM 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 IncorporatorsSignatures Date
James Thokoana Motlatsi
Robert Michael Godsell
Manoko Aletta Nchwe
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TABLE OF CONTENTS
Clause number and description Page
PART ONE: INTERPRETATION..................................................................................................................... 4
1. INTERPRETATION................................................................................................................................... 4
PART TWO: NATURE OF THE COMPANY....................................................................................................7
2. CALCULATION OF BUSINESS DAYS......................................................................................................7
3. NON PROFIT COMPANY......................................................................................................................... 7
4. FOUNDERS RIGHTS UNDER THIS MOI.................................................................................................7
5. PURPOSE AND OBJECTS OF THE COMPANY......................................................................................7
6. POWERS OF THE COMPANY................................................................................................................. 9
7. PBO STATUS............................................................................................................................................ 9
8. DONATIONS TO THE COMPANY............................................................................................................9
9. NO MEMBERSHIP.................................................................................................................................. 10
10. RESTRICTIVE CONDITIONS.................................................................................................................10
11. AMENDMENTS TO THE MOI................................................................................................................. 12
12. RULES.................................................................................................................................................... 12
PART THREE: DIRECTORS......................................................................................................................... 14
13. AUTHORITY OF THE BOARD OF DIRECTORS....................................................................................14
14. DUTIES OF DIRECTORS....................................................................................................................... 14
15. APPOINTMENT OF DIRECTORS...........................................................................................................15
16. CESSATION OF OFFICE........................................................................................................................16
18. PROCEEDINGS OF THE DIRECTORS..................................................................................................17
19. DIRECTORS ACTING OTHER THAN AT A MEETING..........................................................................18
20. BOARD COMMITTEES........................................................................................................................... 19
21. NATIONAL CONFERENCE.................................................................................................................... 19
22. NATIONAL STEERING COMMITTEE.....................................................................................................19
23. REGIONAL STEERING COMMITTEE....................................................................................................20
24. BRANCHES............................................................................................................................................ 22
25. FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTER-RELATED PARTIES...........................................................................................................23
26. INDEMNITY............................................................................................................................................. 24
27. RATIFICATION OF DIRECTORS' ACTIONS..........................................................................................25
PART FOUR: GENERAL PROVISIONS........................................................................................................26
28. FINANCIAL YEAR END.......................................................................................................................... 26
29. ACCOUNTING RECORDS AND FINANCIAL STATEMENTS................................................................26
30. LOSS OF DOCUMENTS.........................................................................................................................27
31. NOTICES................................................................................................................................................ 27
32. WINDING UP OR DISSOLUTION...........................................................................................................27
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PART ONE: INTERPRETATION
1. INTERPRETATION
In this MOI –
1.1. 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;
1.2. unless the context otherwise requires –
1.2.1. “Address” shall include an Electronic Address, business, residential or postal
or any other address furnished by a Director to the Company;
1.2.2. “Branches” shall bear the meaning ascribed thereto in clause 24 below;
1.2.3. “Branch Committee” shall bear the meaning ascribed thereto in clause 24.2
below;
1.2.4. “Companies Act” means the Companies Act, No 71 of 2008, as amended, or
any legislation which replaces it;
1.2.5. “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;
1.2.6. “Connected Person” means a connected person as defined in section 1 of the
Income Tax Act;
1.2.7. "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;
1.2.8. “Electronic Address” means in regard to Electronic Communication, any email
address furnished to the Company by a Director;
1.2.9. "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 4 below,
and “Founders” shall bear a corresponding meaning;
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1.2.10. “Income Tax Act” means the Income Tax Act, No 58 of 1962, as amended, or
any legislation which replaces it;
1.2.11. “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;
1.2.12. “MOI” means this Memorandum of Incorporation, as amended from time to
time;
1.2.13. "National Steering Committee" shall bear the meaning ascribed thereto in
clause 22 below;
1.2.14. "Regional Steering Committee" shall bear the meaning ascribed thereto in
clause 23 below;
1.2.15. "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;
1.2.16. “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;
1.2.17. “Regulations” means regulations published pursuant to the Companies Act, as
amended from time to time;
1.2.18. “SARS Commissioner” means the Commissioner for the South African
Revenue Services;
1.2.19. “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;
1.3. 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;
1.4. 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
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them and the eiusdem generis rule will not be applied in the interpretation of that general
wording or those specific examples;
1.5. 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;
1.6. all references to “section/s” in this MOI refer to the sections of the Companies Act unless the
context indicates otherwise;
1.7. the headings are for reference purposes only and shall not affect the interpretation of this
MOI;
1.8. 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);
1.9. 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;
1.10. 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.
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PART TWO: NATURE OF THE COMPANY
2. CALCULATION OF BUSINESS DAYS
When 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 –
2.1. excluding the day on which the first such event occurs;
2.2. including the day on or by which the second event is to occur; and
2.3. excluding any public holiday, Saturday or Sunday that falls on or between the days
contemplated in clauses 2.1 and 2.2 respectively.
3. NON PROFIT COMPANY
The Company is a Non-Profit Company without Members incorporated –
3.1. for the purpose set out in clause 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; and
3.2. on 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.
4. FOUNDERS RIGHTS UNDER THIS MOI
4.1. All 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).
4.2. Notwithstanding clause 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.
5. PURPOSE AND OBJECTS OF THE COMPANY
5.1. The main purpose and objects of the Company is to –
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5.1.1. 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;
5.1.2. 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;
5.1.3. 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;
5.1.4. 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;
5.1.5. 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;
5.1.6. 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; and
5.1.7. encourage, promote and entrench –
5.1.7.1. the spirit of Ubuntu;
5.1.7.2. a sense of empowerment to enable the citizens of South Africa to
hold South African public institutions accountable;
5.1.7.3. 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;
5.1.7.4. community involvement in different social areas within South Africa;
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5.1.7.5. the spirit of sharing resources for the benefit of communities in
which the citizens of South Africa reside; and
5.1.7.6. to 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.
5.2. 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.
6. POWERS OF THE COMPANY
6.1. The 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 6, but subject to the limitations set out in this MOI.
6.2. The Company shall not –
6.2.1. amalgamate or merge with, or convert to, a profit company; or
6.2.2. dispose 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.
7. PBO STATUS
7.1. The Directors shall comply with the requirements set out in the Income Tax Act for
maintaining –
7.1.1. the Company as a registered PBO; and/or
7.1.2. any 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.
7.2. 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.
8. DONATIONS TO THE COMPANY
The Directors shall, in respect of every request received therefor, furnish to the donor a receipt of
which the following particulars are given:
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8.1. the reference number of the Company issued by the SARS Commissioner for purposes of
section 18A of the Income Tax Act;
8.2. the date of receipt;
8.3. the name of the Company, together with an address to which enquiries may be directed in
connection with same;
8.4. the name and address of the donor;
8.5. the amount or nature of the donation; and
8.6. a 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.
9. NO MEMBERSHIP
The Company does not have Members.
10. RESTRICTIVE CONDITIONS
10.1. Special Matters
The Company shall not engage in, agree to, perform or undertake any of the acts or matters
listed in 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.
10.2. Activities
10.2.1. The Company shall ensure that substantially the whole of its activities are
directed to the furtherance of its objects, as set out in this MOI.
10.2.2. 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 -
10.2.2.1. as reasonable -
10.2.2.1.1. remuneration for goods delivered or services
rendered to, or at the direction of, the Company; or
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10.2.2.1.2. payment of, or reimbursement for, expenses
incurred to advance a stated object of the
Company;
10.2.2.2. 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; or
10.2.2.3. as 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; or
10.2.2.4. in 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.
10.2.3. The Company shall apply all of its assets and income, however derived, to
advance its stated objects, as set out in this MOI.
10.2.4. The carrying on of the Company’s objects shall be undertaken on the basis that
it shall –
10.2.4.1. be carried out with an altruistic or philanthropic intent;
10.2.4.2. 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 17 of this MOI;
10.2.5. The Company is prohibited from having a share or other interest in any
business, profession or occupation which is carried on by its Directors.
10.2.6. Notwithstanding the provisions of 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.
10.2.7. The Company shall comply with any reporting requirements as may be
determined by the SARS Commissioner.
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10.2.8. 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.
10.3. Donations
10.3.1. The 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.
10.3.2. 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.
11. AMENDMENTS TO THE MOI
11.1. All 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.
11.2. In the event that the Company receives tax exempt status in terms of section 30 of the
Income Tax Act –
11.2.1. any amendments to this MOI shall be submitted to the SARS Commissioner
within 30 (thirty) Business Days from such amendment; and
11.2.2. the Company shall comply with such reporting requirements as may be
determined by the SARS Commissioner from time to time.
12. RULES
12.1. 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.
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12.2. 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.
12.3. 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.
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PART THREE: DIRECTORS
13. AUTHORITY OF THE BOARD OF DIRECTORS
13.1. The 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.
13.2. 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).
13.3. 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 –
13.3.1. complying with the provisions of the Company’s charter, which are not
inconsistent with this MOI; and
13.3.2. the provisions of section 30, read together with section 18A, of the Income Tax
Act.
14. DUTIES OF DIRECTORS
In addition to any other the duties of the Directors, the Directors shall be obliged to –
14.1. administer any donations accepted in terms of clause 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 8;
14.2. 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;
14.3. administer the funds of the Company and income accruing to the Company in order to
achieve the objects of the Company;
14.4. keep proper and comprehensive account books of account and records;
14.5. retain any records or other documents in respect of the Company for a period of five (5)
years;
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14.6. 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.
15. APPOINTMENT OF DIRECTORS
15.1. The 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.
15.2. 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.
15.3. 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.
15.4. There will be no ex officio directors, as contemplated in section 66(4)(a)(ii) of the Companies
Act. Subject to clause 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.
15.5. 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.
15.6. No Director shall be entitled to appoint any Person as an Alternate Director to
himself/herself.
15.7. No Person shall be appointed as a Director if he/she is Ineligible or Disqualified and any
such appointment shall be a nullity.
15.8. No appointment of a Director shall take effect until he/she has delivered to the Company a
Written consent to serve.
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16. CESSATION OF OFFICE
16.1. A Director shall cease to hold office as such –
16.1.1. immediately he/she becomes Ineligible or Disqualified;
16.1.2. 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);
16.1.3. 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;
16.1.4. when he/she dies;
16.1.5. when he/she resigns by Written notice to the Company;
16.1.6. 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);
16.1.7. 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;
16.1.8. if he/she removed by the persons who had appointed such a Director in terms
hereof;
16.1.9. 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);
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16.1.10. 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; or
16.1.11. he/she is otherwise removed in accordance with any provisions of this MOI.
17. REIMBURSEMENT, NO REMUNERATION
17.1. No 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).
17.2. Notwithstanding the provisions of clause 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.
18. PROCEEDINGS OF THE DIRECTORS
18.1. A Director authorised by the Board –
18.1.1. may, at any time, summon a meeting of the Directors; and
18.1.2. must call a meeting of the Directors if required to do so by at least 2 (two)
Directors.
18.2. 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.
18.3. If all of the Directors –
18.3.1. acknowledge actual receipt of the notice;
18.3.2. are Present at a Meeting of the Directors;
18.3.3. 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.
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18.4. The Directors may meet together for the despatch of business, adjourn and otherwise
regulate their meetings as they think fit.
18.5. 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.
18.6. 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.
18.7. 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.
18.8. 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.
18.9. Resolutions adopted by the Board –
18.9.1. must be dated and sequentially numbered; and
18.9.2. are effective as of the date of the resolution, unless the resolution states
otherwise.
18.10. 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.
19. 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).
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20. BOARD COMMITTEES
20.1. The 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.
20.2. The committees established pursuant to clauses 22, 23 and 24 shall each constitute a Board
Committee.
20.3. 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.
20.4. 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.
20.5. 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 Act.
20.6. Committees of the Board may consult with or receive advice from any Person.
20.7. 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.
21. NATIONAL CONFERENCE
At 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.
22. NATIONAL STEERING COMMITTEE
22.1. A committee shall be established as the "National Steering Committee".
22.2. 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.
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22.3. 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.
22.4. To achieve its objectives, the National Steering Committee shall have the following powers -
22.4.1. 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;
22.4.2. 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;
22.4.3. 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;
22.4.4. 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; and
22.4.5. to 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.
23. REGIONAL STEERING COMMITTEE
23.1. Additional 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.
23.2. At the Board’s sole discretion, it -
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23.2.1. 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”;
23.2.2. may notwithstanding clause 23.2.1 above, establish a Regional Steering
Committee in a region where there are less than 50 (fifty) Regional Members;
23.2.3. shall be entitled to convene meetings of a Regional Steering Committee;
23.2.4. be able to dissolve and/or replace a Regional Steering Committee if, in its sole
opinion, it deems it fit to do so; and
23.2.5. shall be entitled to send representatives of it to attend and speak at meetings of
a Regional Steering Committee.
23.3. 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,
23.4. 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
23.5. Each Regional Steering Committee shall have the following duties, which duties shall be
performed within the region assigned to it:
23.5.1. propagate the values, purposes and objects of the Company including those
which may be set out in the charter, amongst others;
23.5.2. facilitate effective monthly activism in the areas set out in the charter;
23.5.3. 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 5.1.6;
23.5.4. promote greater cooperation between government institutions and other civil
society organisations who are active in the areas set out in the charter;
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23.5.5. maintain a register of all Branches established in the jurisdiction of each
Regional Steering Committee; and
23.5.6. any other duty delegated from time to time to it by the Board.
23.6. Each Regional Steering Committee shall -
23.6.1. carry out decisions and instructions of the Board;
23.6.2. 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;
23.6.3. exercise oversight over all of the activities of the Branches falling under its
jurisdiction;
23.6.4. be entitled to provisionally dissolve and/or replace a Branch Committee if it
deems fit pending confirmation or rejection by the Board;
23.6.5. amalgamate or merge Branches within a particular region if it deems it fit to do
so; and
23.6.6. submit a yearly report to the National Steering Committee meeting summarising
the affairs of the Regional Steering Committee for the previous year.
24. BRANCHES
24.1. If a Regional Steering Committee identifies participants ("Local Participants") –
24.1.1. situated in a localized community or institution, amongst others;
24.1.2. sharing the common purposes, objects and values of the Company; or
24.1.3. who, 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.
24.2. 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”.
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24.3. 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.
24.4. The purpose of each Branch Committee shall be to coordinate, facilitate and aggregate the
efforts of the Local Participants.
24.5. The Branch shall carry out the decisions and instructions of the relevant Regional Steering
Committee.
24.6. 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.
24.7. 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.
25. FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR
RELATED AND INTER-RELATED PARTIES
The 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 –
25.1. is in the ordinary course of the Company’s business and for fair value;
25.2. constitutes an accountable advance to meet –
25.2.1. legal expenses in relation to a matter concerning the Company; or
25.2.2. anticipated expenses to be incurred by the Person on behalf of the Company;
25.3. is to defray the Person’s expenses for removal at the Company’s request; or
25.4. is in terms of an employee benefit scheme generally available to all employees or a specific
class of employees.
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26. INDEMNITY
26.1. For the purposes of this clause 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.
26.2. The Company may –
26.2.1. 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;
26.2.2. advance expenses to a Director to defend litigation in any proceedings arising
out of the Director’s service to the Company; and
26.2.3. directly or indirectly indemnify a Director for –
26.2.3.1. any liability, other than in respect of –
26.2.3.1.1. 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; or
26.2.3.1.2. any fine contemplated in clause 26.2.1;
26.2.3.2. any expenses contemplated in clause 26.2.2, irrespective of
whether it has advanced those expenses, if the proceedings –
26.2.3.2.1. are abandoned or exculpate the Director; or
26.2.3.2.2. arise in respect of any other liability for which the
Company may indemnify the Director in terms of
clause 26.2.3.1.
26.3. The Company may purchase insurance to protect –
26.3.1. a Director against any liability or expenses contemplated in clause 26.2.2 or
26.2.3; or
26.3.2. the Company against any contingency including but not limited to:
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26.3.2.1. any expenses:
26.3.2.1.1. that the Company is permitted to advance in
accordance with clause 26.2.2; or
26.3.2.1.2. for which the Company is permitted to indemnify a
Director in accordance with clause 26.2.3.2; or
26.3.2.2. any liability for which the Company is permitted to indemnify a
Director in accordance with clause 26.2.3.1.
26.4. 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.
27. RATIFICATION OF DIRECTORS' ACTIONS
Any 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.
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PART FOUR: GENERAL PROVISIONS
28. FINANCIAL YEAR END
The financial year of the Company is the 12 (twelve) month period ending on the last day of April
each year (the “Financial Year”).
29. ACCOUNTING RECORDS AND FINANCIAL STATEMENTS
29.1. The Company shall maintain the necessary accounting records, which shall be accessible
from its registered office, in accordance with section 28 of the Companies Act
29.2. Without limiting the provisions of clause 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.
29.3. 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.
29.4. 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.
29.5. The Company shall comply with such reporting requirements as may be determined by the
SARS Commissioner from time to time.
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30. LOSS OF DOCUMENTS
The 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.
31. NOTICES
31.1. Any Director who has furnished an Electronic Address to the Company, by doing so –
31.1.1. authorises the Company to use Electronic Communication to give notices,
documents, records or statements or notices of availability of the aforegoing to
him/her; and
31.1.2. confirms that same can conveniently be printed by the Director within a
reasonable time and at a reasonable cost.
31.2. 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.
32. WINDING UP OR DISSOLUTION
32.1. Upon 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 –
32.1.1. approved as a PBO; or
32.1.2. exempt 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.
32.2. 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.
Schedule 1 Special Matters
1. any disposal of all or the greater part of the Company’s assets or undertaking;
2. any proposal to amalgamate or merge the Company with another Non-Profit Company,
3. 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;
4. any sale, assignment, transfer or other disposition by the Company of any or all of its material assets;
5. the encumbering of any assets of the Company in any manner whatsoever;
6. the cessation or variation of the operations of the Company, or any material part thereof;
7. 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;
8. 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);
9. any borrowings by the Company;
10. 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;
11. the entering into by the Company of any agreement otherwise than in the normal, ordinary and regular course of its operations;
12. the entering into by the Company of any agreement for the acquisition, disposal or lease or termination of the lease of immovable property;
13. any act or matter which falls within the purview of Chapter 5 Part A of the Companies Act;
14. 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 Director
15. approval of the annual budget or other similar operating plans or business plans and any modification thereof or deviations therefrom; and
16. any appointment and removal of auditors of the Company.
