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Companies Act, 2008 (Act No. 71 of 2008)

Companies Regulations, 2011

Forms

Form CoR 15.1E - Long Standard Form Non Profit companies with members

Articles

Article 1 - Incorporation and Nature of the Company

 

 

1.1        Incorporation

 

(1) The Company is incorporated as a Non Profit company, as defined in the Companies Act, 2008.

 

(2) The Company is incorporated in accordance with, and governed by—
(a) the unalterable provisions of the Companies Act, 2008 that are applicable to Non Profit companies;
(b) the alterable provisions of the Companies Act, 2008 that are applicable to Non Profit companies, subject to any limitation, extension, variation or substitution set out in this Memorandum; and
(c) the provisions of this Memorandum of Incorporation.

 

1.2        Objects and Powers of the Company

 

(1) The Objects of the Company are as set out on the cover sheet and, except to the extent necessarily implied by the stated objects, the purposes and powers of the Company—

–––        are not subject to any restriction, limitation or qualification, as contemplated in section 19 (1)(b)(ii).

–––        are subject to any restriction, limitation or qualification, contemplated in section 19 (1)(b)(ii), as set out in Part A of Schedule 1.

 

(2)        The Company—

–––        is not subject to any provision contemplated in section 15 (2)(b) or (c).

–––        is subject to the provision contemplated in section 15 (2)(b) or (c), as set out in Part B of Schedule 1

 

(3)        Upon dissolution of the Company, its net assets must be distributed in the manner determined in accordance with—

(a)        Item 1(4)(b) of Schedule 2 of the Companies Act, 2008; and

(b)        the provisions, if any, set out in Part C of Schedule 1 of this Memorandum.

 

1.3        Memorandum of Incorporation and Company rules

 

(1)        This Memorandum of Incorporation of the Company—

–––        may be altered or amended only in the manner set out in section 16, 17 or 152 (6)(b).

––– may be altered or amended in the manner set out in section 16, 17 or 152 (6)(b), subject to the provisions contemplated in section 16 (1)(c), and set out in Part D of Schedule 1.

 

(2)        The authority of the Company's Board of Directors to make rules for the Company, as contemplated in section 15 (3)to (5)—

–––        is not limited or restricted in any manner by this Memorandum of Incorporation.

–––        is limited or restricted to the extent set out in Part D of Schedule 1.

 

(3)        The Board must publish any rules made in terms of section 15 (3) to (5)—

–––        by delivering a copy of those rules to each director by ordinary mail.

–––        in accordance with the requirements set out in Part D of Schedule 1.

 

(4)        The Company must publish a notice of any alteration of the Memorandum of Incorporation or the Rules, made in terms of section 17 (1)—

–––        by delivering a copy of those rules to each director by ordinary mail.

–––        in accordance with the requirements set out in Part D of Schedule 1.

 

1.4        Optional provisions of Companies Act, 2008 do not apply

 

The Company—

–––        does not elect, in terms of section 34 (2), to comply voluntarily with the provisions of Chapter 3 of the Companies Act, 2008.

–––        elects, in terms of section 34 (2), to comply voluntarily with the provisions of Chapter 3 of the Companies Act, 2008.

 

1.5        Members of the Company

 

(1) As contemplated in Item 4 (1) of Schedule 2 of the Act, the Company has members, who—

–––        are all in a single class, being voting members, each of whom has an equal vote in any matter to be decided by the members of the Company.

–––        are in either of two classes, being voting and non-voting members, respectively.

 

(2)        The terms and conditions of membership in the company are as set out in Part E of Schedule 1 to this Memorandum.