COMPANIES ACT, 71, 2008 MEMORANDUM OF ... ... 1 COMPANIES ACT, 71, 2008 MEMORANDUM OF INCORPORATION

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Transcript of COMPANIES ACT, 71, 2008 MEMORANDUM OF ... ... 1 COMPANIES ACT, 71, 2008 MEMORANDUM OF INCORPORATION

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    COMPANIES ACT, 71, 2008

    MEMORANDUM OF INCORPORATION OF A NON-PROFIT

    COMPANY

    Name of Association: South African Optometric Association NPC

    Registration Number: 1934/005835/08

    This MOI was adopted by a resolution taken by the voting members at an Annual General

    Meeting of the Association held on 6 December 2016.

    1. INTERPRETATION In the interpretation of this MOI and unless contrary to or excluded by the subject or context: 1.1 Any word herein signifying: 1.1.1 The singular shall include the plural and vice versa; 1.1.2 The masculine shall include the feminine and the neuter; 1.2 Any word herein which is defined in the Companies Act and is not defined in clause 1.5 shall bear that statutory meaning in this MOI; 1.3 Any word, phrase or sentence herein which is not defined in the Companies Act or in clause 1.5 shall bear its usual meaning; 1.4 Each term, power or authority herein shall be given the widest possible interpretation; 1.5 Each of the following words and expressions herein shall have the meaning stated opposite it and, where applicable, shall include the word or expression stated opposite it; 1.5.1 “The Association” means the South African Optometric Association; 1.5.2 “The Board” shall mean the board of directors of the Association elected in terms of this MOI; 1.5.3 “The Chairperson” shall mean the chairperson of the Board of the Association for the time being elected in terms of clause 23;

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    1.5.4. ”Casual vacancy” shall mean a vacancy on the Board as a result of resignation, disqualification or death; 1.5.5. “Companies Act” shall mean the Companies Act No. 71 of 2008, as amended from time to time; 1.5.6. “Directors” shall mean the directors of the Association for the time being elected in terms of clause 21.3; 1.5.7. “Council” shall mean the Health Professions Council of South Africa; 1.5.8. “Chief Executive Officer” or “CEO” means a senior office bearer appointed by the Board of Directors to be involved in the day to day operations of the Association; 1.5.9. "General meeting" shall mean any general meeting of the Association or any adjournment thereof, including an annual general meeting convened in terms of clause 14 as the case may be; 1.5.10. “Good Standing” shall mean any member of the SAOA whose membership fees are up to date either having paid in full or by arrangement such as payment by debit order; 1.5.11. “Income Tax Act” means the Income Tax Act No. 58 of 1962, which may be amended from time to time; 1.5.12. "Member" shall mean any of the members of the Association referred to in clause 9; 1.5.13. “Member in good standing” means a SAOA member who is not in breach of the SAOA MOI or Rules; 1.5.14. "MOI" shall mean the Memorandum of Incorporation of the Association for the time being in force, as contained in this document; 1.5.15. "The office" shall mean the registered office for the time being of the Association; 1.5.16. "Person" shall include any natural person, Association or body corporate, a statutory body, a partnership or an association of persons, as the case may be; 1.5.17. “President” shall mean the Chairman of the Board of Directors s, elected as per clause 23 of this MOI; 1.5.18. "The Republic" shall mean the Republic of South Africa; 1.5.19. "Sign" shall include the reproduction of signature by printing or any other mechanical or electronic process including partly the one and partly the other process and "signature" has the corresponding meaning; 1.5.20. "SAOA" shall mean the South African Optometric Association.

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    1.5.21. Writing" shall include printing, typewriting or any other mechanical or electronic process, or partly one and partly the other.

    PART A: INTRODUCTION 2. NON PROFIT COMPANY 2.1 The Association is incorporated as a Non-Profit Company, as defined in the Companies Act.

    3. PURPOSE AND OBJECTS OF THE ASSOCIATION

    3.1. PURPOSE The Association shall be an association for registered members of the optometric profession and shall represent the interests of its members, and in so doing, the interests of the profession, generally, as well as the public.

    3.2. MAIN OBJECTS The main objects of the Association are: 3.2.1. To promote and protect the collective interests of its membership in good standing. 3.2.2. To promote the optometric profession in all its aspects.

    4. POWERS AND CAPACITY OF THE ASSOCIATION The Association shall have all the legal powers and capacity of an individual except to the extent that a juristic person is incapable of exercising such power, except in as far as they are limited as set out in paragraphs below. 4.1 The Association shall be entitled to form and to have an interest in any companies or other associations only having the same or similar objects to the Association for the purpose of acquiring the undertaking of all or any of the assets or liabilities of that association or companies or associations or for any other purpose which may seem, directly or indirectly, calculated to benefit the Association, and to transfer to any such association or companies or Associations the undertaking of all or any assets or liabilities of the Association. 4.2 The Association shall be entitled to amalgamate with other companies only in so far as they have the same or similar objects to the Association. 4.3 The Association shall only be entitled to take part in the management, supervision and control of business or operations of any other association or business having the same or similar objects as the Association and to enter into partnerships having the same or similar objects as the Association.

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    4.4 The Association shall be entitled to make donations to organisations having the same or similar objects to that of the Association. 4.5 The Association shall be entitled to pay gratuities to directors, officers and employees and to establish a pension scheme and medical aid scheme in respect of its directors, officers and employees in so far as this is not contrary to any law of the Republic of South Africa. 4.6 The Association shall be entitled to bind members to contribute by way of membership fees, re- entrance fees and levies towards the funds of the Association and to enforce payment, and to collect and receive from members such contributions, re-entrance fees and levies. 4.7 The Association shall be entitled to enforce compliance with its Memorandum of Incorporation, policies and procedures and/or any other provisions in such manner as it may deem fit by imposing punitive action in the form of expulsion and/or suspension. 4.8. Notwithstanding the omission from this MOI of any provision to that effect, the Association may do anything which the Companies Act empowers an Association to do if so authorised by its MOI.

    5. CONDITIONS 5.1 The Association shall not, directly or indirectly, pay any portion of its income or transfer any of its assets, regardless of how the income or asset was derived, to any person who is or was an incorporator of the Association, or who is a member or Director, or person appointing a Director, of the Association, except as: 5.1.1 Reasonable remuneration for goods delivered or services rendered to, or at the direction of, the Association; or 5.1.2 Payment of, or reimbursement for, expenses incurred to advance a stated object of the Association; or 5.1.3 a payment of an amount due and payable by the Association in terms of a bona fide agreement between the Association and that person or another; or 5.1.4 a payment in respect of any rights of that person, to the extent that such rights are administered by the Association in order to advance a stated object of the Association; or 5.1.5 Payment of any legal obligation binding on the Association. 5.2 The Association shall utilise substantially the whole of its funds for the object for which it has been established. 5.3 The Association may not, directly or indirectly, distribute any of its funds or assets to any person other than in the furtherance of its objectives.

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    5.4 The Association shall ensure that substantially the whole of its activities are directed to the furtherance of its principal objects and not for the specific benefit of an individual member or any minority group. 5.5 The Association shall not be entitled to distribute in specie or in kind any of its assets among its members

    6. MEMORANDUM OF INCORPORATION AND ASSOCIATION RULES 6.1 The Board of the Association may make, amend or repeal any necessary or incidental policies and

    procedures relating to the governance of the Association in respect of matters that are not addressed in the Companies Act 71 of 2008 or the MOI, by publishing a copy of the policies and procedures on the Association web and filing a copy of those rules.

    6.2 A rule contemplated: 6.2.1 Must be consistent with the Companies Act 71 of 2008 and the Association’s MOI, and any such

    policy and/or procedure that is inconsistent with this Act or the Association’s MOI is void to the extent of the inconsistency;

    6.2.2 Takes effect on the date specified in the policy or procedure, and if not so specified, then it will

    take effect 20 (twenty) business days after the policy and/or procedure is published. 6.2.2.1 Will be binding on an interim basis from the time it takes effect until it is put to a vote at the