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Electronic Communications and Transactions Act, 2002 (Act No. 25 of 2002)

Chapter X : Domain Name Authority and Administration

Part 1 : Establishment and incorporation of .za domain name authority

61. Authority's memorandum and articles of association


(1) The memorandum of association and articles of association of the Authority must be consistent with this Chapter and, except where this Chapter provides to the contrary, also with the Companies Act, 1973 (Act No. 61 of 1973).


(2) Notwithstanding the Companies Act, 1973, an amendment to the memorandum of association or articles of association affecting any arrangement made by any provision of this Chapter, does not have any legal force and effect unless the Minister has consented in writing to such an amendment, which consent may not be withheld unreasonably.


(3) No fee is payable in terms of the Companies Act, 1973, in respect of the reservation of the name of the company, the registration of the said memorandum and articles and the issue of the certificate to commence business.


(4) The memorandum and articles of association of the Authority must, amongst others, provide for—
(a) the rules for the convening and conducting of meetings of the Board, including the quorum required for and the minutes to be kept of those meetings;
(b) the manner in which decisions are to be made;
(c) the establishment of any division of the Authority to perform specialised functions;
(d) the establishment and functioning of committees, including a management committee;
(e) the co-opting by the Board or a committee of any person to assist the Authority or committee in the consideration of any particular matter;
(f) the preparation by the Board of an annual business plan in terms of which the activities of the Authority are planned annually;
(g) the banking and investment of funds by the Board;
(h) provisions to regulate the manner in which, and procedures whereby, expertise from any person is obtained in order to further the objects of the Authority;
(i) the determination through arbitration of any dispute concerning the interpretation of the memorandum and articles of association of the Authority;
(j) the delegation of powers and assignment of duties to directors, committees and employees: Provided that the Board may—
(i) not be divested of any power or duty by virtue of the delegation or assignment; and
(ii) vary or set aside any decision made under any delegation or in terms of any assignment;
(k) the procedures and criteria for the establishment and disestablishment of second level domains and for delegations to such domains
(l) appeal mechanisms;
(m) the tenure of directors;
(n) the circumstances under and the manner in which a directorship is terminated;
(o) criteria for the disqualification of directors;
(p) the method of determining the allowances to be paid to directors for attending meetings; and
(q) the powers and duties of directors.