Memorandum of Incorporation - cdn. · PDF filecontraventions or inconsistencies as...

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  • MEMORANDUM OF INCORPORATION

    ("MOI")

    of

    THE INSTITUTE OF MUNICIPAL FINANCE OFFICERS (IMFO) NPC

    (Registration No.: 1929/001781/08)

    which is referred to in the rest of this MOI as "the Institute"

  • 1

    TABLE OF CONTENTS

    Clause Page

    1. DEFINITIONS AND INTERPRETATION ....................................................... 2

    2. FORM OF MOI ............................................................................................ 5

    3. INCORPORATION AND NATURE OF THE INSTITUTE .................................. 5

    4. CONFLICTS WITH THE ACT ........................................................................ 5

    5. OBJECTS AND ACTIVITIES OF THE INSTITUTE .......................................... 6

    6. FUNDAMENTAL TRANSACTIONS .............................................................. 11

    7. AMENDMENT OF THE MOI ........................................................................ 11

    8. RULES.. .................................................................................................. ..12

    9. DIRECTORS (BOARD MEMBERS) .............................................................. 12

    10. FINANCIAL AFFAIRS ................................................................................ 25

    11. WINDING-UP OR DISSOLUTION OF THE INSTITUTE ............................... 27

    12. MEMBERSHIP ........................................................................................... 27

    13. ADMISSION ............................................................................................. 28

    14. PRIVILEGES OF MEMBERS ....................................................................... 28

    15. REGISTER OF MEMBERS .......................................................................... 28

    16. QUALIFICATION OF MEMBERS ................................................................ 29

    17. ELEVATION TO FELLOWS ......................................................................... 29

    18. APPLICATION FOR ADMISSION ............................................................... 29

    19. HONORARY MEMBERS ............................................................................. 30

    20. UNDERTAKING TO ABIDE BY RULES ........................................................ 30

    21. ADDRESSES OF MEMBERS ....................................................................... 30

    22. RESIGNATION OF MEMBERSHIP ............................................................. 30

    23. MEMBERSHIP FEES IN ARREARS AND OTHER DISQUALIFICATIONS ...... 30

    24. DISCIPLINARY POWERS .......................................................................... 31

    25. EFFECT OF CESSATION OF MEMBERSHIP ................................................ 32

    26. REINSTATEMENT OF MEMBERSHIP ......................................................... 32

    27. DISTINCTIVE ABBREVIATIONS TO DENOTE CATEGORY AND LEVEL OF

    TECHNICAL MEMBERSHIP ....................................................................... 33

    28. TRANSITIONAL ARRANGEMENTS ............................................................ 35

  • 2

    1. DEFINITIONS AND INTERPRETATION

    1.1 In this MOI, unless the context requires otherwise, the words and expressions set out below

    shall have the meanings assigned to them and cognate expressions shall have a

    corresponding meaning, namely:

    1.1.1. "Act" means the Companies Act, 71 of 2008 and the Regulations, as amended

    or replaced from time to time;

    1.1.2. "Any Other Related Organisation" means an organisation in the Public

    Sector which renders professional services in the financial, audit, risk and/or

    performance management disciplines as approved by the Board;

    1.1.3. "Board" means the board of directors of the Institute as constituted from time

    to time;

    1.1.4. "Business Day" means any day other than a Saturday, Sunday or Gazetted

    national public holiday in the Republic and all references to "days" means

    calendar days;

    1.1.5. "By-laws" means the By-laws of the Institute from time to time in force under

    the MOI;

    1.1.6. "Code of Conduct" means the Code of Conduct of the Institute from time to

    time in force under the MOI and By-laws;

    1.1.7. "Chief Executive Officer" or "CEO" means the Executive Director of the

    Institute and shall include the person who holds that appointment from time to

    time by whatever title the person may be known;

    1.1.8. "Companies Regulations" or "Regulations" means the regulations made in

    terms of the Act and published under GN R351 in Government Gazette 34239

    of 26 April 2011, as amended or replaced from time to time;

    1.1.9. "File", when used as a verb, means to deliver a document to the Companies

    and Intellectual Property Commission (established in terms of section 185 of

  • 3

    the Act) in the manner and form, if any, prescribed for that document;

    1.1.10. Chapter means an association formed by members of IMFO outside the

    Republic and whose objective are to further similar objectives of IMFO in a

    foreign country but subject to the laws of such country where a chapter is

    created.

    1.1.11. "General member" means a member employed in a financial, Audit, Risk

    Management or performance management or oversight capacity in a Public

    Authority or Related Authority or Any Other related Organisation and who is

    not qualified as a Technical member;

    1.1.12. "Income Tax Act" means the Income Tax Act No. 58 of 1962 as amended

    from time to time;

    1.1.13. "Local Authority" means a local authority as defined in the Constitution of

    the Republic of South Africa, a local authority of any independent country in

    Southern Africa, any organisation, which provides regional or local services,

    including financial, audit and risk management services in the Public Sector as

    approved by the Board;

    1.1.14. "Member" and "Member of the Institute" mean a natural person who has

    been admitted to membership of the Institute and who is registered with the

    Institute, as specified in the MOI and the By-laws and the term "Membership"

    and "Membership of the Institute" shall be construed accordingly;

    1.1.15. "Member in good standing" means a Member who has paid in full all

    subscriptions, dues, fees, contributions, levies or other monies payable by that

    member to the Institute, who is not in material breach of any of the provisions

    of the MOI or of any By-law, Code of Conduct or other provision and who has

    complied with the Institutes continuing professional development (CPD)

    requirements; and the phrase "in good standing" shall apply mutatis mutandis

    to members of other categories of membership;

    1.1.16. "Ordinary Resolution" means a resolution adopted with the support of more

    than 50% (fifty percent) of the voting rights exercised on the resolution at a

    http://www.google.co.za/url?sa=t&rct=j&q=&esrc=s&frm=1&source=web&cd=1&cad=rja&ved=0CCgQFjAA&url=http%3A%2F%2Fwww.acts.co.za%2Fincome-tax-act-1962%2F&ei=t9VvUvDlBMqthQepyYBw&usg=AFQjCNFSvGiB3w8Se5urk8oH2MyfzPos3Q&bvm=bv.55123115,d.Ymshttp://www.google.co.za/url?sa=t&rct=j&q=&esrc=s&frm=1&source=web&cd=1&cad=rja&ved=0CCgQFjAA&url=http%3A%2F%2Fwww.acts.co.za%2Fincome-tax-act-1962%2F&ei=t9VvUvDlBMqthQepyYBw&usg=AFQjCNFSvGiB3w8Se5urk8oH2MyfzPos3Q&bvm=bv.55123115,d.Yms

  • 4

    Board meeting or by the directors acting other than at a Board meeting as

    envisaged in this MOI;

    1.1.17. "Public Authority" means a statutory body established in terms of the

    Constitution of the Republic of South Africa No. 108 of 1996 (as amended from

    time to time) discharging its responsibilities in terms of applicable and/or

    relevant legislation;

    1.1.18. "Public Sector" means that part of the economy responsible for providing

    basic public services in the National, Provincial and Local spheres of

    government within the Republic including organisations to which the Public

    Finance Management Act 1 of 1999 applies;

    1.1.19. "Regulations" means the regulations made in terms of the Act and published

    under GN R351 in Government Gazette 34239 of 26 April 2011, as amended or

    replaced from time to time;

    1.1.20. "Related Authority" means a public entity established in terms of the

    Constitution of the Republic South Africa or in terms of applicable legislation

    and trading as a state owned company;

    1.1.21. "Republic" means the Republic of South Africa;

    1.1.22. "Special Resolution" means a resolution adopted with the support of at least

    67% (sixty seven percent) of the voting rights exercised at a Board meeting or

    by the directors acting other than at a Board meeting as envisaged in

    clause 9.6.14 of this MOI;

    1.1.23. "Technical member" means a member employed in a financial, audit, risk

    management or performance management or oversight capacity in a Public

    Authority or Related Authority or Any Other Organisation and who possess the

    relevant qualifications as contemplated in clause 28 below.

    1.2 Words importing the masculine gender include the feminine and neuter genders and vice

    versa; the singular includes the plural and vice versa; and natural persons include artificial

    persons and vice versa.

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    1.3 The schedules and By-laws attached to this MOI (if any