REPUBLIC OF SOUTH AFRICA
COMPANIES ACT, 1973
ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL (Section 60(1); Regulation 73)
REGISTRATION NO. OF COMPANY
1.1. The articles of Table “A” contained in Schedule 1 to the Companies Act 1973, shall not apply to the company.
1.2. The articles of the company are as follows:
In these articles, unless the context otherwise indicates
2.1. “THE ACT” means the Companies Act no. 61 of 1973
2.2. “DIRECTORS” means the directors for the time being of the company, or as the case may be, the directors assembled as a Board.
2.3. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall included the feminine gender, and words importing a person shall include an association or body corporate.
3. There shall be one class of membership in the company, membership thereof being restricted to not less than 7 (SEVEN) members at any one time. Members may be natural persons or bodies corporate whether incorporated or not, or voluntary association of person or organisations. Any person who is a resident or owner of property or a business operating in Buccleuch is eligible to become a member of the company which membership shall continue whilst such person continues to be a resident or property owner or business owner in Buccleuch, provided that any such person shall be aged eighteen years or older.
4 The members of the company shall be subscribers to the memorandum and articles of the company and such other persons as from time to time are admitted to membership.
5 Persons wishing to apply for membership of the company shall make application in such manner as the members shall, from time to time, prescribe.
6. The directors shall have the power to terminate membership if:
6.1 a person is no longer a resident, property or business owner in Buccleuch;
6.2 upon the passing of a Special Resolution to this effect by a duly convened board meeting ;
6.3 a member is sequestrated or surrenders his estate or being a company is wound up or placed under judicial management or being a voluntary
association is disbanded.
7. A member shall cease to be a member of the company if his membership is terminated in terms of Article 6 or upon receipt by the company of written notice of resignation from the company. A member who ceases to be a member shall nevertheless remain liable in terms of his guarantee for the liabilities of the company as provided for in the memorandum of association of the company and in these articles.
8. Each member, on becoming a member of the company, by so doing, undertakes to contribute to the assets of the company, in the event of its being wound up whilst he is a member, or within one year afterwards, for payment of the debts and liabilities of the company, contracted before he ceased to be a member, and the costs, charges and expenses of the winding up, and for adjustment of the rights of the contributories amongst themselves, an amount of R1.00 (one rand).
12. The company shall maintain at its registered office a register of members of the company as provided in Section 105 of the Act. The register of members shall be open to inspection as provided in Section 113 of the Act.
13. To enable the company to carry on operations for the achievement of its objects, the directors may from time to time, at their discretion, raise or borrow from members or from some of them, or from other persons any sum of money for the purpose of the company.
14. The directors may raise or secure the repayment of such monies in such manner and upon such terms and conditions in all respects as they think fit and in particular by execution of mortgage bonds or other forms of hypothecation upon all or any part of the property and rights of the company, both present and future, provided that the directors shall not encumber the major portion of the assets of the company without the sanction of the company in a general meeting.
15. The company shall hold its first annual general meeting in accordance with the provisions of the Act and shall thereafter hold an annual general meeting in each year; provided that not more than fifteen 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 six months after the expiration of the financial year of the company.
16. Other general meetings of the company may be held at any time.
17. Annual general meetings and other general meetings shall be held at such a time and place as the directors shall appoint or as is determines of the meetings are convened under Sections 179(4), 181, 182, or 193 of the Act.
18. Each member attending general meetings either personally or by proxy shall be entitled to one vote.
17. An annual general meeting and a meeting called for the passing of a special resolution shall be called by not less than twenty-one (21) clear days’ notice in writing and any other general meeting shall be called by not less than fourteen (14) clear days’ notice in writing. 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, and shall specify the place, day and hour of the meeting and shall be given in the manner herein after mentioned or in such other manner, if any, as may be prescribed by the company in a general meeting given to such persons as are entitled to receive notices from the company. A general meeting of the company may, however, be called by shorter notice than that specified in this article and shall be deemed to have been duly called if it is so called by unanimous agreement of members of the company, having the right to attend and vote at the meeting.
18. An 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 directors and the appointment of auditors, and may deal with any other business for which notice has been given and which, in terms of the Act, is within the competence of an annual general meeting. Such additional business as is laid before the annual general meeting and all businesses at general meetings shall be special business.
19. 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. Five members present in person or by their duly appointed representative shall constitute a quorum of the company.
20. If a quorum is not present within half an hour after the time appointed for the meeting, it shall stand adjourned to a day not earlier than seven (7) days and not later than twenty-one (21) days after the date set for the meeting and if at such adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting the members present in person or by proxy at such adjourned meeting shall form a quorum.
21. The chairperson appointed in terms of Article 32 shall preside as chairperson at every general meeting of the company. If there is no such chairperson present at the meeting or if he is unwilling to act as chair person, a vice-chairperson shall preside and if he is not present or is unwilling to preside, the members present shall elect one of their members to be chairperson for the particular meeting.
22. At any general meeting a resolution put to vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by the chairperson or members referred to in Section
198(1)(b) of the Act, and unless a poll is so demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or negatived, and an entry to that effect in the book containing the minutes of the proceedings of the company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. The demand for a poll may be withdrawn.
23. On a show of hands, or on a poll vote, every member present in person or by proxy, and if the member is a body corporate, its representative, shall have one vote.
24.The instrument appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing, or, if the appointer is a body corporate, under the hand of an officer or agent authorised by the body corporate. A proxy need not be a member of the company. The holder of a general or special power of attorney, whether he is himself a member or not, given by a member shall be entitled to attend meetings and to vote, if duly authorised under that power to attend and take part in the meetings.
25. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the company not less than forty-eight hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of complying herewith the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of six months from the date it was signed, unless so specifically stated in the proxy itself, and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting.
26. The instrument appointing a proxy shall be in the following form or as near thereto as circumstances permit:
__________________________________________________________________ of ________________________________________________________________
being a _________________________member of the Buccleuch Residents Action Community (Association incorporated under Section 21) incorporated association not for gain hereby appoint:
__________________________________________________________________ of ________________________________________________________________ failing him _________________________________________________________ of ________________________________________________________________
as my proxy to attend the annual general meeting/general meeting of the company to be held on the ______________day of _________________20 _____ and at any adjournment thereof and vote in favour of/against the resolution tabled.
Signed this _______________day of _________________ 20 _____
27. With effect from the date of incorporation of the company all the subscribers to its memorandum and articles of association shall appoint the first directors to hold office until the first annual general meeting, when they shall retire but will be eligible for re-election.
28. At the first annual general meeting of the company, the members shall determine the number of directors and elect directors to hold office until the next annual general meeting, when half of the number of directors shall retire, but shall be eligible for re-election. Should there not be agreement amongst the directors then a draw shall take place to determine those to step down.
29. At each succeeding annual general meeting, the members shall determine the number of directors to hold office until the next annual general meeting, and one half of the number of directors shall retire by rotation, but they shall be eligible for re-election.
30. Only a member of the company, or, where the member is a juristic person, its nominated representative, shall be eligible for election or appointment as a director of the company.
31.Unless the members otherwise determine in a general meeting, any casual vacancy occurring on the board of directors may be filled by the directors, but the director so appointed shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose stead he is appointed, was last elected a director. Such director may also be removed by the directors.
32. The board of directors shall, subject to the remaining provisions of these articles, appoint one of their number to be the chairperson, and two of their number to be the vice-chairpersons of the company.
33. The chairperson or vice chairperson of the directors shall vacate his office as such, if he ceases to be a director of the company.
34. The business of the company shall be managed by the board of directors and the board of directors may exercise all such powers of the company as are not, by the Act or these articles, required to be exercised by the company in a general meeting. No regulation prescribed by the members in a general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made.
35. The office of director shall be vacated if the director:
35.1 ceases to be a member or the representative of a juristic person who is a member of the company;
35.2 ceases to be a director by virtue of any provision of the Act;
35.3 resigns his office by notice in writing to the company.
36. The directors must meet together a minimum of 4 times a year or the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
37. The chairperson may, and the secretary on a requisition signed by two directors, convene a meeting of directors.
38. The quorum necessary for the transaction of the business of the board shall be:
38.1 In the event of the board of directors being constituted from two (2) directors, then these directors shall form a quorum.
38.2 In the event of the board of directors being constituted from two (2) to six (6) directors, then five (5) directors shall form a quorum.
38.2 In the event of the board of directors being constituted from seven (7) to ten (10) directors, then six (6) directors shall form a quorum.
39. At any meeting of the board of directors all resolutions shall be passed by a simple majority of the directors present. In the event of an equality of votes for and against a proposed resolution the chairperson of the meeting shall in addition to his deliberative vote, have a casting vote.
40. Subject to the provisions of the Act, a resolution signed by all the directors at the time present within the borders of the Republic of South Africa shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted. Any such resolution may consist of several documents in like form each signed by one or more of the signatories to the resolution. A resolution of directors passed in terms of this article shall be confirmed and minuted at the next succeeding meeting of directors whereupon the provisions of Section 242(4) and 243 of the Act shall be deemed to apply to the resolution.
41. The chairperson of the company from time to time appointed in terms of Article 26 shall be chairperson of the board of directors and shall preside at all meetings thereof. If at any meeting the chairperson is not present a vice-chairperson shall preside, but if neither the chairperson nor any vice-chairperson is present the directors present shall elect one of their members to be chairperson of the meeting.
42. The directors may delegate any of their powers to committees consisting of such persons as they think fit. Any committee so formed, shall conform to any roles that may be imposed on it by the directors provided that any action decided upon the committee shall be subject to approval by the board.
43. The directors shall cause such accounting records as are prescribed by Section 284 of the Act to be kept.
44. The directors shall lay before the company at every annual general meeting, the annual financial statements prescribed by sections 286 and 288 of the Act, and such additional information as the directors may consider necessary or desirable. Financial information shall be distributed to the members on a monthly basis.
45. An auditor shall be appointed in accordance with Chapter X of the Act.
46. Notice of every general meeting shall be given in writing by the company to any member either personally or by sending it by post or e-mail to the address supplied by such member to the company for the giving of notices to him.
47. Notice of every general meeting shall be given:
47.1 to every member of the company;
47.2 to the auditor for the time being of the company.
48. Any notice by post shall be deemed to have been served at the time when the letter containing the notice was posted and, in proving the giving of the notice by post, it shall be sufficient to prove that the letter containing the notice was properly addressed and posted.
49. Minutes of meetings shall be distributed to all members.
50. The income and property of the company, whencesoever derived, shall be applied solely towards the promotion of its main object and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, to the members of the company or to its controlling or controlled company; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the company or to any member thereof in return for any services actually rendered to the company or by way of re-imbursement of expenses actually incurred in attending meeting of the company.
51. Upon the winding up, deregistration or dissolution of the company, the assets of the company remaining after the satisfaction of all the liabilities shall be given or transferred to some other association or institution or associations or institutions having object similar to the company’s main object, to be determined by the members of the company at or before the time of its dissolution or, failing such determinations, by the Court.
52. The company may by special resolution alter the provision of its memorandum of association and articles of association provided that more than 50% plus 1 of the members approve the changes