REPUBLIC OF SOUTH AFRICA
COMPANIES ACT, 1
ARTICLES OF ASSOCIATION
OF A COMPANY NOT HAVING A SHARE CAPITAL
not adopting Schedule 1
Registration No. of Company
Name of Company
FESARTA (Association incorporated under Section 21)
1. ARTICLES OF TABLE A EXCLUDED
1.1 The articles of Table A contained in Schedule 1 of the Companies Act, 1973 (“the Act”) shall not apply to the company.
1.2 The articles of association of the company are set out below.
In these articles of association, unless the context otherwise indicates:
2.1 Expressions defined in the Act shall have the meanings given to them in the Act.
2.2 Words signifying any one gender shall include the others, words signifying the singular shall include the plural and vice versa and words signifying natural persons shall include bodies corporate and unincorporated and vice versa.
2.3 If any of the provisions of these articles are in any way inconsistent with the provisions of any Statutes, the provisions of the Statutes shall prevail, and these articles shall be read in all respects subject to the Statutes. Notwithstanding the omission from these articles of any provision to that effect, the company may do anything which the Act empowers a company to do if it is not prevented from so doing in terms of its articles.
2.4 The following words and expressions shall have the following meanings, namely:
2.4.1 “The company” means this company;
2.4.2 “Member” means a member admitted to membership of the company in accordance with article 5;
2.4.3 “The directors” and “the board” mean respectively the directors and the board of directors of the company as set out in articles 19 and 20;
2.4.4 “The employees” means the employees of the company appointed in terms of article 20.7.
3. NAME OF COMPANY
The name of the company is FESARTA (Association incorporated under section 21).
4. THE NATURE OF THE COMPANY
The company is registered under section 21 of the Act and accordingly is a company formed not for gain.
5. MEMBERSHIP OF THE COMPANY
5.1 The members of the Company shall be the subscribers to the Memorandum and Articles of Association and such other persons or bodies which support the objectives of the Company as may be elected from time to time in terms of these Articles.
5.2 Further members may be elected by the Company in a general meeting:Provided that such members have first been approved of by the Board.
5.3 A member of the Company shall cease to be a member :
5.3.1 if such member resigns in writing addressed to the Chairman of the Company or to its Secretary at its registered office; or
5.3.2 if a resolution of a majority of members of the Company in general meeting deprives such person of such person’s membership; or
5.3.3 if such member’s nomination by the body which such member represents is revoked in writing addressed to the Chairman of the Company or its Secretary at its registered office; or
5.3.4 if such member dies or is declared insolvent or insane or is convicted of a criminal offence in respect of which a sentence of imprisonment without the option of a fine is imposed;
5.3.5 if such member, being a juristic person, is wound up or placed under judicial management, in any such case provisionally or finally.
6. CERTIFICATES OF MEMBERSHIP
6.1 Every person whose name is entered as a member in the register of members shall be entitled to a certificate of membership.
6.2 Every member shall be entitled to one certificate free of charge but for every subsequent certificate the board may make such charge, as from time to time, it may think fit.
6.3 Membership certificates shall be issued under the authority of the board in such manner and form and subject to conditions as the board shall from time to time determine.
7. REGISTER OF MEMBERS
The company shall maintain at its registered office, a register of members of the company as provided by the Act. The register of members shall be open to inspection as provided for in section 113 of the Act.
8. GENERAL MEETINGS
8.1 Subject to the provisions of the Act, annual general meetings and other general meetings and special general meetings shall be held at such times and places as the directors shall decide or at such time and place it may be stipulated in respect of meetings convened under section 179(4), 181, 182 or 183 of the Act. All annual general meetings and other general meetings shall be chaired by the chairperson of the board.
8.2 The company shall hold its first annual general meeting within 18 months after the date of its incorporation and shall thereafter in each year hold an annual general meeting:Provided that not more than 15 months shall elapse between the date of one annual general meeting and that of the next, and that an annual general meeting shall be held within 6 months after the expiration of the financial year of the company.
9. NOTICE OF GENERAL MEETINGS
9.1 An annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than 21 clear days notice in writing and any other general meeting shall be called by not fewer than 14 clear days notice in writing.
9.2 The notice shall specify the place, the day and the hour of the meeting and shall be given in the manner set out in these articles or in such other manner if any, as may be prescribed by the company in general meeting, to such persons as are under these articles entitled to receive such notices from the company:provided that a meeting of the company shall, notwithstanding the fact that it is called by a shorter notice than is specified in this article, be deemed to have been duly called if it is so agreed by a majority in the number of the members having a right to attend and vote at the meeting being a majority holding not less than 50% of the total voting rights of all of the members.
9.3 The notice shall be exclusive of the day on which it is served, or deemed to be served, and of the day for which it is given.
10. FAILURE TO GIVE NOTICE
The accidental omission to give notice of a meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.
11. PROCEEDINGS AT GENERAL MEETINGS
11.1 The annual general meeting shall deal with and dispose of all matters prescribed by the Act, including the consideration of the annual financial statements, the election of officers and the appointment of the auditor, and may deal with any other business laid before it. All business laid before any other general meeting shall be considered special business.
11.2 No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as otherwise provided a quorum shall be constituted if there shall be personally present or represented at such meeting, members holding at least 50% of the voting rights of members of the company, subject at all times to the provisions of section 190 of the Act.
11.3 If within half an hour after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to a day not earlier than 7 days and not later than 21 days after the date of the meeting and if at such adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the members present in person or by proxy shall be a quorum.
11.4 Where a meeting has been adjourned as aforesaid, the Company shall, upon a date not later than three days after the adjournment, publish in a newspaper circulating in the province where the registered office of the company is situated a notice stating :
11.4.1 the date, time and place to which the meeting has been adjourned;
11.4.2 the matter before the meeting when it was adjourned; and
11.4.3 the ground of the adjournment.
11.5 The chairperson of the board of directors shall preside as chairperson at every general meeting of the company or in his absence, one of the directors present.
11.6 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, by the members, unless a poll is (before or on the declaration of the show of hands) demanded.
11.7 If a poll is duly demanded it shall be taken in such manner as the chairperson directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. Scrutineers shall be elected to determine the result of the poll.
11.8 In the case of an equality of votes of members, whether on a show of hands or on a poll, the chairperson of the meeting at which the vote takes place, shall be entitled to a second or casting vote.
11.9 A resolution in writing by all the voting members of the company or their duly appointed agents, shall (except in cases where a meeting is prescribed by the Act) be as valid and effectual as if it had been passed at a meeting of the company duly convened and held:provided that such resolution is duly inserted in the minutes book of the meetings of the company.
11.10 The chairperson may, with the consent of any meeting at which a quorum is present (and shall, if the meeting so resolves), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
12. VOTING RIGHTS
The voting member whose membership’s subscription or any other payment due to the company is in arrears shall be suspended until the subscription or payment is made in full.
13. VOTES OF MEMBERS
Each member shall be entitled to one vote in regard to all matters laid before a meeting of members.
Any member wishing to bring before an annual general meeting or any other general meeting any motion shall give written notice of such motion, to the company, in the case of an annual general meeting not less than 18 days before the date of the meeting and in the case of any other general meeting not less than 10 days before the date of such meeting and no motion in respect of which a shorter period of notice or no notice has been given shall be considered at the meeting unless agreed by not less than two thirds of the members present at such meeting.
Any member of the Company shall be entitled to appoint another person (whether a member or not) as such member’s proxy to attend, speak and vote in such member’s stead at any general meeting of the Company.
16. INSTRUMENT OF PROXY
16.1 The instrument appointing a proxy shall be in writing under the hand of the appointer or of such appointer’s agent duly authorised in writing and such instrument together with the Power of Attorney or other authority, if any, under which it is signed or a certified copy of such power or authority shall be deposited at the registered office of the Company not less than 48 hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of compliance with this requirement the instrument of proxy shall not be treated as valid.
16.2 Instruments of proxy shall be valid only for the meeting referred to therein and any adjournment thereof.
17. FORM OF PROXY
An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:
“FESARTA (Association incorporated under Section 21) : Form of Proxy.
I ……………………….. of …………………………
being a member of the abovenamed Company hereby appoint ……………………. of ……………………………. or failing him ………………….. of ………………….. as my proxy to vote for me on my behalf at the (annual) general meeting of the Company to be held on the …… day of …………………… and at any adjournment thereof.
My proxy shall be entitled to attend the meeting and to speak and vote thereat in my stead, subject to the following instructions to vote in the manner indicated on the resolution stated :
(i) resolutionto……………in favour/against/abstain +
(ii) resolution to …………… in favour/against/abstain +
(iii) resolution to …………… in favour/against/abstain +
(+ strike out which instruction is not desired)
SIGNED at ………….this …day of ………… 19..
18. COPIES OF MINUTES
Copies of the minutes of every meeting, general meeting and annual general meeting of the company shall be despatched by the person appointed by the board from time to time, to all members within 30 days of the holding of the meeting.
19.1 The business of the company shall be managed by a board which may pay all expenses incurred in incorporating, promoting and operating the company and may exercise all such powers as are not required by the Act or these articles to be exercised by the company in general meetings.
19.2 The number of directors shall be a minimum of 7 and a maximum of 13 and the first directors shall be :
Hermanus Richard Lemmer
William Gerard Leen
Johannes Martinus Cloete
Shadreck Henderson Diamoni Matsimbe
Michael Graham Steel
Luis Manuel Frade
Saif Ali Seif
19.3 All the directors shall have the power at any time and from time to time to appoint any other person as a director either to fill a casual vacancy or as an addition to the board. Every such appointment by the directors shall be subject to confirmation by the members at the next annual general meeting.
19.4 The directors may act notwithstanding any vacancy on the board, but, if and for so long as their number is reduced below the number fixed by or pursuant to these articles as the minimum number of directors, then the remaining directors may act for the purpose of increasing the number of directors to that number, or of convening a general meeting of the company, but for no other purpose.
19.5 The office of the director shall ipso facto be vacated:
19.5.1 on resignation, suspension or expulsion from membership of the company;
19.5.2 if by one month’s written notice to the company, the director resigns from office;
19.5.3 if the director ceases to be a director by virtue of the Act;
19.5.4 if the director is removed from office by resolution signed by not less than two thirds of the directors.
19.6 At each annual general meeting all of the directors shall retire.
19.7 Directors retiring in terms of article 19.6 who are members of the company shall be eligible for re election.
19.8 At the meeting at which the member of the board who is a member of the company retires in the manner aforesaid, the company may fill the vacated office by electing a member thereto. If it does not do so, the retiring member of the board shall, if offering himself for re-election, be deemed to have been re-elected, unless such meeting resolves not to fill such vacated office or resolves that such retiring member should not be re-elected.
19.9 No person other than a member of the board retiring at the meeting shall, unless recommended by the board, be eligible for election to the office of member of the board at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for such a meeting, there shall have been lodged at the registered office of the company notice in writing, signed by a member of the company duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such person for election, and also notice in writing signed by that person of his willingness to be elected.
19.10 The directors shall appoint a chairperson, from their number, who shall preside over all meetings of the board, sign all membership certificates and perform the tasks set out in these articles and all the other normal functions of a chairperson of the company.
20. PROCEEDINGS AND POWERS OF THE BOARD
20.1 The business of the company shall be managed by the board in accordance with the main objects of the company. The board may exercise all powers of the company which are not excluded by a statute or these articles or the memorandum, or required by statute or these articles to be exercised by the company at a meeting of members. However, no regulation made by the company at a meeting of members shall invalidate any prior acts of the directors which would have been valid if the regulation had not been made.
20.2 The directors may meet together not less often than quarterly for the dispatch of business, but shall otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the event of an equality of votes, the chairperson shall have a second or deciding vote. The chairperson may, and the secretary, on the requisition of at least three other directors, shall, at any time, convene a meeting of directors.
20.3 The quorum necessary for the transaction of business of the board shall be 2 directors.
20.4 A meeting of the directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers or discretions by or under the articles of the company for the time being vested in or exercisable by the directors generally.
20.5 Subject to the provisions of the Act, a resolution in writing, signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly convened and held.
20.6 The directors may establish committees and/or advisory boards to advise the board in relation to such matters as fundraising and finance, public relations, personnel or any other matter related to the objects of the company and may establish such other committees as they think fit to assist them in carrying out their responsibilities.
20.7 The board shall be empowered to create any position of employment and to appoint, suspend or dismiss any employee of the company (“the employees”) and shall fix and procure the payment of the remuneration of the employees and shall determine the employees’ duties and other conditions of service. Furthermore the board shall be entitled from time to time, to appoint a Chief Executive Officer and to create any other positions of senior management (“the senior management”) that the board may deem necessary and in the interests of the company and shall have the same powers in respect of these positions that it has in respect of the employees of the company. The board shall be entitled to delegate any of its powers in terms of this article 20.7, except for the power to appoint the Chief Executive Officer and the senior management, to the Chief Executive Officer.
21. ACCOUNTING RECORDS
21.1 The directors shall cause such accounting records as are prescribed by Section 284 of the Act to be kept.
21.2 The accounting records shall be kept in the registered office of the company or at such other place or places as the directors think fit and shall always be open to inspection by the directors.
No expenditure shall be incurred by or on behalf of the company except on authority of the board or of the person or persons to whom the board has generally or specifically delegated the power to authorise expenditure.
23. ANNUAL FINANCIAL STATEMENTS
23.1 The directors shall from time to time, in accordance with sections 286 and 288 of the Act, cause to be prepared and laid before the company in general meeting such annual financial statements as are referred to in those sections.
23.2 A copy of the annual financial statement shall, at least 21 days prior to the annual general meeting, be sent to every member of the company.
24.3 The financial year of the company shall end on the last day of February of each year.
The auditor shall be appointed and function in accordance with Chapter 10 of the Act.
25. NONPROFIT ORGANISATIONS ACT
25.1 The directors shall ensure that the company complies with all the requirements of the Nonprofit Organisations Act No.71 of 1997.
26.1 All notices intended or required to be given by the company to any member of the company shall be given either personally or by sending same through the post in a prepaid letter, envelope or wrapper addressed to such member at his registered address.
26.2 Each member in the Company shall notify, in writing, to the company an address, which address shall be his registered address, and if he has not notified such an address he shall be deemed to have waived his rights to be served with notices.
26.3 All notices given in terms of article 26.1 shall be deemed to have been served on the day following that on which the letter or envelope containing such notice is posted, and in proving the giving of notice sent by post it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the Post Office. The date of service or deemed service shall be excluded from the calculation of a period of notice required by these articles or the Act.
27.1 Every member, director, and officer of the company, and any person employed by the company as auditor, shall be indemnified by the company against all liability incurred by him as such director, officer or auditor, in defending any proceedings, whether civil or criminal, in which judgment is given in his favour, or in which he is acquitted, or in respect of any proceedings which are abandoned or in connection with any application under Section 248 of the Act in which relief is granted to him by the Court.
27.2 No member, director, officer or employee of the company shall be liable for the acts, receipts, negligence, defaults of any director or officer or employee, or for joining in any receipt or act for conformity, or for loss or expense happening to the company through the insufficiency or deficiency of any security in or upon which any of the moneys of the company shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or delictual acts of any persons with whom monies, securities or effects shall be deposited or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office, or in relation thereto, unless the same happen through his own negligence, default, breach of duty or breach of trust.
28. AREA OF ACTIVITIES
The company shall render its services and collect contributions in Southern Africa.
29. WINDING UP
29.1 The company shall be wound up voluntarily when a special resolution is passed in general meeting requiring the company to be so wound up and upon its winding up, de registration or dissolution the assets of the company remaining after the satisfaction of all its liabilities shall be given or transferred to some other association or institution or associations or institutions to be determined by the members of the company at or before the time of its dissolution, or failing such determination, by the court and which:
29.1.2 are non-profit,
29.1.3 have objects similar to its main object
29.1.4 if the company is so registered, are registered in terms of the Nonprofit Organisations Act, 1997,
29.1.5 if the company is so exempt, which are themselves exempt from income tax, donations tax and estate duty, under the relevant laws of the country.