1
REPUBLIC OF SOUTH AFRICA
COMPANIES ACT, No 71 of 2008
MEMORANDUM OF INCORPORATION FOR A NON-PROFIT COMPANY WITHOUT MEMBERS
Name of Company:CITIZENS ZAMOVEMENT NPC
(Registration No.:______)
(the“Company")
This MOI was adopted by the Incorporators as evidenced by their signatures below:
Name of Incorporators / Identity/Registration Number of Incorporators / Signatures / DateJames Thokoana Motlatsi
Robert Michael Godsell
Manoko Aletta Nchwe
TABLE OF CONTENTS
Clause number and descriptionPage
PART ONE: INTERPRETATION
1.INTERPRETATION
PART TWO: NATURE OF THE COMPANY
2.CALCULATION OF BUSINESS DAYS
3.NON PROFIT COMPANY
4.FOUNDERS RIGHTS UNDER THIS MOI
5.PURPOSE AND OBJECTS OF THE COMPANY
6.POWERS OF THE COMPANY
7.PBO STATUS
8.DONATIONS TO THE COMPANY
9.NO MEMBERSHIP
10.RESTRICTIVE CONDITIONS
11.AMENDMENTS TO THE MOI
12.RULES
PART THREE: DIRECTORS
13.AUTHORITY OF THE BOARD OF DIRECTORS
14.DUTIES OF DIRECTORS
15.APPOINTMENT OF DIRECTORS
16.CESSATION OF OFFICE
18.PROCEEDINGS OF THE DIRECTORS
19.DIRECTORS ACTING OTHER THAN AT A MEETING
20.BOARD COMMITTEES
21.NATIONAL CONFERENCE
22.NATIONAL STEERING COMMITTEE
23.REGIONAL STEERING COMMITTEE
24.BRANCHES
25.FINANCIAL ASSISTANCE FOR DIRECTORS AND PRESCRIBED OFFICERS AND THEIR RELATED AND INTERRELATED PARTIES
26.INDEMNITY
27.RATIFICATION OF DIRECTORS' ACTIONS
PART FOUR: GENERAL PROVISIONS
28.FINANCIAL YEAR END
29.ACCOUNTING RECORDS AND FINANCIAL STATEMENTS
30.LOSS OF DOCUMENTS
31.NOTICES
32.WINDING UP OR DISSOLUTION
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 section10(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 aDirector to the Company;
1.2.2.“Branches” shall bear the meaning ascribed thereto in clause24 below;
1.2.3.“Branch Committee” shall bear the meaning ascribed thereto in clause 24.2below;
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 ZAMovement 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 aDirector;
1.2.9."Founding National Conveners" means, collectively and individually, depending on the context, James Thokoana Motlatsi (Identity Number: 5106055703086) and Robert Michael Godsell (Identity Number: 5209145113082), or such other persons as provided for in clause 4 below, and “Founders” shall bear a corresponding meaning;
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.“SARSCommissioner” 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 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.
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 clauses2.1 and 2.2respectively.
3.NON PROFIT COMPANY
The Companyis a Non-Profit Companywithout Membersincorporated–
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 bysection 1 as read withItem 1(1) of Schedule 1 to the Companies Act; and
3.2.on the basis that it is obliged to comply with the mandatory principlesfora 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 Founderto 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 benefitsin the event that theother Founder is deceased without having executed a valid willbequeathing suchrights, 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 –
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 outin 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.encourageeach and every South African to commit and dedicateat least 4 (four) hours of his or her time per month, which shall illustrate and embed the active role which can be played bycitizens 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 thecitizens 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;
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 Items1(3) and1(4) of Schedule1) and the Regulations, and this clause6, 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 itin 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:
8.1.the reference number of the Company issued by the SARSCommissioner 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
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 Directorsmay 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.
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 section30 of the Income Tax Act–
11.2.1.any amendments to this MOI shall be submitted to the SARS Commissionerwithin 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 sections15(3) to section15(5) of the Companies Act.
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.
PART THREE: DIRECTORS