strategy

OUR CONSTITUTION

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT 1973

 

 

 

A R T I C L E S   O F   A S S O C I A T I O N

 

OF A COMPANY WITHOUT A SHARE CAPITAL

 

 

(Article 60 (1) Regulation 18)

Registration number of company

 

 

NAME OF THE COMPANY

 

 

GOURITZ CLUSTER BIOSPHERE RESERVE

 

(Association incorporated under section 21)

 

 

A.        The articles of Table A contained in Schedule 1 to the Companies Act 1973 shall not apply to the company.

 

  1. The articles of the Company are as follows:

 

1.      DEFINITIONS:

 

In these articles, unless inconsistent with the subject or context, the following expressions shall have the meaning as indicated:

 

 

1.1       “board of                    the board of directors established in terms of

directors”                    the articles of association of the company;

 

1.2       “director”                    a member of the board of directors elected or

appointed as provided for in the articles of association;

 

 

1.3       “members”                 the persons referred to in Article 2.1 and

persons who become members in terms of Article 2.9;

 

1.4       “profits”                       includes revenue and capital profits;

 

1.5       “register”                    the register of members kept in terms of

the Statutes;

 

1.6       “the Republic”           theRepublicofSouth Africa;

 

1.7       “portfolio”                   the duties of office ascribed to a director for his                                                             personal attention, which are:

 

1.7.1   “the Chairperson”    who shall act as Chairperson of all the General Meetings and meetings of the Board of Directors and otherwise attend to all matters normally ascribed to a Chairperson;

 

1.7.2   “Vice Chairperson” who shall assist the Chairperson and in the absence or inability of the Chairperson act on behalf of the Chairperson;

 

1.7.3   “Administration”        the portfolio dealing with the institution,

maintenance and management of systems relating to the general functions and those of secretariat, treasury and finance and if applicable human resources and asset management.

1.7.4   “Public relations       the portfolio dealing with the liaison and

marketing and          co- ordination of all individual members,

education”                 public authorities, organisations and institutions regarding the Gouritz Cluster Biosphere Reserve.  This function shall, however, also include liaison with the external environment outside the Gouritz Cluster Biosphere Reserve and includes National and provincial departments including non government organisations and parastatals; managing all marketing aspects of all the functions of the Gouritz Cluster Biosphere Reserve;

1.7.5   “Community                         the portfolio dealing with the managing

development             of development in a sociological and

and labour”               socio-economic context of all communities within and adjoining the Gouritz Cluster Biosphere Reserve and managing all labour matters which may apply to or need attention in the Gouritz Cluster Biosphere Reserve.

 

1.7.6   “Economic and         the portfolio dealing with the institution,

spatial                        maintenance and management of

development”            all spatial land use planning and management including facilitating and coordinating all physical and economic development also with regard to the infrastructure of the Gouritz Cluster Biosphere Reserve.  Although tourism has its own Portfolio it is still interdependent and tourism planning and development must of necessity always be undertaken with due consideration of the wider development function;

1.7.7   “Environmental        the portfolio dealing with the institution

affairs and                 maintenance, advancement, facilitating

research”                   and application, management and

coordination of an environmental system and environmental conservation which shall be applied to the total natural cultural, and built environment.  This  environmental function shall be exercised in close interdependence with the wider development function to promote sustainable development and the identifying, initiating, managing and co-ordinating of all research relating to all aspects or functions of the Gouritz Cluster Biosphere Reserve.

 

1.7.8  “Tourism”                    the portfolio dealing with the planning, facilitating, development and marketing of all tourism related matters in the Gouritz Biosphere Reserve provided however that due consideration be given to the other functions;

 

 

 

 

1.7.9   “Agriculture               the portfolio dealing with the

and mining”              management and co-ordination of the agricultural sector’s role in the contribution to conservation of the environment and the economic development of the Gouritz Cluster Biosphere Reserve.  This function shall also be exercised with due consideration of the wider development and environmental functions to promote sustainable development;

 

1.8  “company”                      GOURITZ CLUSTER BIOSPHERE RESERVE (Association incorporated under

Section 21 of the Act);

 

1.9       “technical                  a committee appointed on an ad hoc basis to

committee”                 assist the board of directors in any or various technical matter as provided for in the articles of association of the company;

 

1.10    “sub-                           a sub-committee appointed on an ad hoc basis

committee”                 to assist the board of directors in any or various non-technical matters provided for in the articles of association of the company;

 

1.11  “in writing”                   written, printed or partly written and partly

printed;

 

1.12    the “act”                      the Companies Act 1973 (Act 61 of 1973);

 

1.13    reference to members represented by proxy shall include members represented by an agent appointed under a general or special power of attorney and references to members present or acting in person shall include corporations represented or acting in the manner prescribed in the Statutes;

 

1.14    Words importing the singular shall include the plural and vice versa.

 

1.15    Words importing the masculine gender shall include the feminine.

 

1.16    Words importing persons shall include corporate bodies.

 

1.17    Headings to a clause or series of clauses shall not be considered in interpreting such clauses.

 

1.18    Subject to the above definitions, words and expressions defined in

the act shall have the same meaning when used in these articles as

in the act.

 

2.      MEMBERSHIP

 

2.1       The members of the company shall be the subscribers to the memorandum of association who shall be deemed to be members, and such other persons, bodies or associations            admitted

to membership in accordance with these articles.

 

2.2       The subscribers to the memorandum of association act as representatives of all persons or institutions who occupy land in the area of the Gouritz Cluster Biosphere Reserve.

 

2.3       The number of members of the company is unlimited.

 

2.4       The rights, benefits, privileges and obligations of membership are not transferable other than stipulated herein.

 

2.5       Each member is obliged to pay an admission fee and an annual subscription fee in the amount as determined from time to time by the directors.  The admission fee and the first subscription fee is payable before the first annual general meeting.  The admission fee shall be non-refundable.

 

2.6       Subscription fees are payable annually on the first day of

July.

 

2.7       Any person admitted as a member of the company on a day other than the first day of the applicable calendar year, is responsible for the full subscription fee.

 

2.8       No member shall be permitted to exercise any of his rights and privileges, including his right to vote at general meetings, while his subscription fees or any other amount owing to the company is in arrears.

 

2.9         Any person who makes a written application to become a member of the company and whose application is accepted by the directors shall be and become a member of the company.

 

2.10      The executor of a deceased member or the trustee of an insolvent member will become a member of the company ipso facto upon receiving his appointment and will remain a member until he has resigned or been expelled, in terms of the provisions of Article 3.1.  In case there is more than one executor or trustee, in the respective estates, the executors or trustees thereof shall in each case count as one member, and shall in each case, for all purposes of the company, be represented by one of their number daily authorized thereto to the satisfaction of the chairperson of the meeting.

 

2.11      The obligation to notify the company of any change in address or contact details of a member lies with such member.

 

3.      TERMINATION OF MEMBERSHIP

 

3.1         A member shall cease to be a member of the company:

 

3.1.1     if his estate is finally sequestrated;

 

3.1.2     if, being a body corporate, an order for the final winding-up or judicial management of the member is granted or a special resolution for the winding-up of the member is duly passed and registered in terms of the Act;

 

3.1.3     if he is placed under curatorship;

 

3.1.4   if the board of directors decided to terminate the membership of a member on grounds considered reasonable in their discretion and gives written notice to the member of such termination;

 

3.1.5   if a member fails to pay the required subscription fee;

 

3.1.6   if a member resigns.

 

3.2       A member whose membership has been terminated in accordance with clause 3.1.4 shall have a right of appeal to the Annual General Meeting, which appeal, stating the reasons for the appeal, must be lodged in writing with the Board of Directors  within 30 days from being notified by the Board of Directors of their decision in terms of clause 3.1.4 above.

 

4.      ANNUAL GENERAL MEETING

 

          The company shall hold an annual general meeting not later that 9 (NINE)

months after the end of each financial year, in addition to any other general meetings held during that year, and shall designate the meeting as such in the notice convening the meeting.  Not more than 15 (FIFTEEN) months shall elapse between the date of the one annual general meeting and the next.         The annual general meeting shall be held at the time, date and place determined by the directors.

 

5.      OTHER GENERAL MEETINGS

 

All general meetings other than the annual general meeting shall be referred to simply as general meetings.

 

6.      CALLING OF MEETINGS

 

          The board of directors may, whenever it thinks fit, convene other general

meetings.  They shall also convene a general meeting on a requisition thereto by members in terms of subsection 181 of the act failing which such a meeting may be convened by the requisitionists themselves in accordance with the provisions of that subsections.  If at any time there are not within the Republic sufficient directors capable of forming a quorum, any director or any 10 (TEN) members of the company may convene a general meeting in the same manner to that in which meetings may be convened by the directors.

 

7.      PROCEEDINGS AT GENERAL MEETINGS

 

7.1       An annual general meeting and a meeting called for the passing of a special resolution shall be called on 21 (TWENTY ONE) clear days notice in writing.  A meeting of the company other than the annual general meeting and other than a meeting for the passing of a special resolution, shall be called on 14 (FOURTEEN) clear days notice in writing.

 

7.2       The period of 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, the day and hour of the meeting, and in the case of special business, the general nature of such business.

 

7.3       Notice shall be given in a manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the company in general meeting, to such persons as are under the articles of the company entitled to receive such notice.  A meeting of the company notwithstanding that it is called by shorter notice than that specified in this article shall be deemed to have been duly called if it is so agreed to by a majority in number of the members having the right to attend and vote at the meeting and together representing not less than 51% (FIFTY-ONE PERCENT) of the total voting rights of all members having at the said date the right to vote.

 

7.4       The inadvertent omission to give notice of a meeting to, or the non-receipt of a notice of a meeting by any person entitled to receive such notice, shall not invalidate the proceedings at that meeting.

 

7.5       The annual general meeting shall deal with, and dispose of, all matters prescribed by the Act, including the consideration of the annual financial statements, appointment of auditors and determining the auditors remuneration for the ensuing year. Further, to enable the election of directors, and other officers in the place of those retiring from the Board, and deal with any other business laid before it. All other business or business laid before any other general meeting shall be considered special business.

 

7.6       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.  Save as herein otherwise provided the quorum for such meetings shall be 10 [ten] members entitled to vote, present in person or, if a member is a body corporate, represented at the meeting, or properly represented by proxy at the meeting.

 

7.7       If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved.  In any other case it shall stand adjourned to the same day in the next week, at the same time or place or, if that day be a public holiday to the next weekday not being a public holiday, and if at such adjourned meeting a quorum is not present within 15 (fifteen) minutes after the time appointed for the meeting the members present in person or by proxy shall form a quorum subject to the provisions of subsection 199 of the act as regards the requirements for the adoption of a special resolution.

 

7.8       Where a meeting has been adjourned as aforesaid the company shall, upon a date not later than 3 (THREE) days after the adjournment, publish in a newspaper circulating in the province where the registered office of the company is situated, a notice stating –

 

7.8.1               the date, time and place to which the meeting has been adjourned;

 

7.8.2               the matter before the meeting when it was

adjourned;  and

 

7.8.3               the ground for the adjournment.

 

7.9       The chairperson of the board of directors shall preside as

chairperson at every general meeting of the company.

 

7.10    If there is no such chairperson or if at any meeting he is not present within 15 (FIFTEEN) minutes after the time appointed for holding the meeting or if he has expressed his inability to be present or is unwilling to act as chairperson, the Vice Chairperson of the board of directors shall act as chairperson or, failing him, the members present shall elect one of their number to be chairperson of the meeting.

 

7.11    The chairperson of the meeting may, with consent of any meeting at which a quorum is present (and shall, if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which adjournment took place.  When a meeting is adjourned the provisions of articles 7.8 and 7.10 shall mutatis mutandis apply to such adjournment.

 

7.12    At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded beforehand or on the declaration of the result of the show of hands–

 

7.12.1             by the chairperson of the meeting;

 

7.12.2             by at least 5 (FIVE) members present in person

or by proxy having the right to vote at the meeting; or

 

7.13    Unless a poll is demanded a declaration by the chairperson of the meeting that a resolution has, on show of hands, been carried or carried unanimously or by a particular majority, or lost, and entry made to that effect in the book 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.

 

7.14    If a poll is duly demanded it shall be taken in such manner as the chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.  In determining the result of the poll the number of votes to which each member is entitled in terms of the articles shall be taken into account.  Scrutinisers shall be appointed by the chairperson of the meeting to determine the result of the poll, and their decision, which shall be announced by the chairperson of the meeting, shall when announced be deemed to be the resolution of the meeting at which the poll is demanded.

7.15    A poll, which is demanded on the election of a chairperson of the meeting or on a question of adjournment, shall be taken forthwith.  A poll demanded on any other question shall be taken at such time as the chairperson of the meeting directs.  The demand for a poll shall not prevent the continuation of a meeting for the transaction of any business other than the question upon which the poll has been demanded.

 

7.16    In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting shall be entitled to a second or casting vote.

 

7.17    On a show of hands as well as on a poll every member shall have 1 (ONE) vote.

 

7.18    Any member entitled to attend and vote at a meeting of the company shall be entitled to appoint another person as his proxy, to attend and vote in his stead, whether on a show of hands or on a poll, and a proxy appointed to attend and vote instead of a member shall also have the same right as the member to speak at the meetings.

 

7.19    The instrument appointing a proxy shall be in writing under the hand of the appointer.  Every notice convening a meeting of the company shall state that a member entitled to attend and vote is entitled to appoint one or more proxies to attend and speak and, on a poll, vote in his stead, and that proxy need not also be a member.

 

7.20    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 delivered at the meeting or adjourned meeting at which the person named in the instrument of proxy is to exercise his vote and failing compliance herewith such instrument shall not be treated as valid.  No instrument appointing a proxy shall be valid after the expiration of 1 (ONE) month from the date when it was signed, unless so specifically stated in the proxy itself.

 

7.21    The instrument appointing a proxy may be in any of the forms set out in article 52 of Table A (Schedule 1 of the act) or in any form which the Chairperson may approve and shall be deemed to confer the power to demand or to join in a demand that a poll be taken.

 

7.22    A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such death, insanity or revocation as aforesaid shall have been received by the company at it’s registered office before the commencement of the meeting or adjourned meeting at which the instrument of proxy is used.

 

7.23    No objection may be raised against the authority of a member to vote except during the meeting or adjourned meeting at which the vote objected against is cast or proffered, and every vote, which has not been refused during such meeting shall for all purposes be valid.  Any such objections, which had been made timeously shall be referred to the chairperson of the meeting and his decision shall be final and binding.

 

7.24      Subject to the provisions of the Statutes, a resolution in writing signed by a majority of the persons, for the time being entitled to receive notice of and to attend and vote at a meeting of members or by duly authorized representatives on their behalf shall be as valid and effectual as if it had been passed at a meeting of the company duly convened and held.

 

8.      BORROWING POWERS

 

The directors may in their discretion, from time to time, raise or borrow from the members or other persons any sums of money for the purposes of the company.  The directors may raise or secure the repayment of such money in such manner and upon such terms and conditions in all respects as they think fit, and in particular may mortgage or bind all or part of the undertaking, property and rights of the company, both present and future, and issue and reissue secured or unsecured debentures and debenture stock.

 

9.      CONDUCT OF AFFAIRS

 

The affairs of the company shall be conducted and managed by the board of directors who may pay all expenses incurred in promoting and registering the company and may exercise all such powers of the company as are not, by the act or by these articles, required to be exercised by the company in general meeting subject nevertheless to any of these articles, to the provisions of the act and to such regulations not inconsistent with the aforesaid articles or provisions, as may be prescribed by the company in general meeting shall invalidate any prior act of the directors which would have been valid if such regulation had not been made.

 

10.    DIRECTORS

 

10.1    The number of directors on the Board of directors shall be 14 (FOURTEEN), 9 (NINE) who shall be elected by members at the annual general meeting, and 5 (FIVE) who shall be annually nominated each by die municipalities of Oudtshoorn, Mossel Bay, Hessequa, Kannaland and the Eden district municipality if this is not in contravention with the Local Government: Municipal Finance Management Act, 2003 (Act 56 of 2003) or any other legislation.  In the event of a prohibition on the appointment of directors by the said municipalities the number of directors shall be limited to 9 (NINE).

 

10.2    The names of the first directors of the company shall be determined in writing by the subscribers of the memorandum.  Until the first directors are appointed every subscriber of the memorandum shall be deemed for all purposes to be a director of the company.

10.3    A person must be a member of the company to qualify for appointment as director of the company.

 

10.4    At the first annual general meeting of the company, all the directors shall retire from office, whereupon directors for the ensuing financial year shall be appointed. An elected director shall serve for a period of three years, subject to the roster for annual resignation of a minimum of three elected directors.  This roster shall be determined by resolution of the board at its first board meeting subsequent to a general meeting where the board was elected.  The board must also determine and make public the roster indicating which directors are to retire from office annually, but a minimum of three of the elected directors must resign in every subsequent year.  Furthermore all nominations for directors must be in writing  (to be recorded upon the prescribed pro forma in appendix B), and delivered to the offices of the company not later than seven (7) days prior to the annual general meeting.

 

10.5    The 9 (NINE) directors shall be elected at the annual general meeting by members eligible to vote provided that this should take place per portfolio and only after each candidate has been properly nominated, the candidate has accepted the nomination and in the event of more than one candidate being so nominated for a specific portfolio, the candidates have all verbally provided a brief curriculum vitae to all members present.

10.6    A retiring director shall be eligible for re-election.  A retiring director in the manner aforesaid does not require to be re-nominated to qualify for re-election.

 

10.7    If any meeting at which an election of directors ought to take place the offices of the retiring directors are not filled, unless it is expressly resolved not to fill such vacancies, the meeting shall stand adjourned and the provisions of articles 7.7 and 7.9 shall apply mutatis mutandis to such adjournment, and if at such adjourned meeting the vacancies are not filled, the retiring directors or such of them as have not had their offices filled shall be deemed to have been re-elected at such adjourned meeting unless a resolution for the re-election of any such director shall have been put to the meeting and defeated.

 

10.8    The company may from time to time in general meeting increase or reduce the number of directors and amend the portfolios.

10.9    Unless the members otherwise determine in 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 the other directors.

 

10.10  The directors shall have power at any time, to appoint a person as an additional director but so that the total number of directors shall not at any time exceed the number fixed according to these articles, and such director shall retire from office at the next following annual general meeting and shall then be eligible for the election.

 

10.11  The company may by ordinary resolution of which special notice has been given in accordance with section 220 of the act remove any director before the expiration of his period of office, notwithstanding anything to the contrary contained in these articles or in any agreement between the company and such director.

 

10.12  A vacancy created by the removal of a director under article 10.11 may be filled by die board of directors as a casual vacancy in terms of article 10.9 and the director so appointed shall be subject to the same terms, qualifications and conditions which exist with reference to the director appointed to fill a casual vacancy.

 

10.13  Each director shall be responsible for the portfolio for which he is elected, without derogating from the generality of the above.

 

10.14   The directors may delegate, or allocate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the directors.  Save as aforesaid, the meetings and proceedings of a committee consisting of more than one member shall be governed by the provisions of these Articles regulating the meetings and proceedings of directors.

 

10.15   The directors may from time to time appoint one or more of their body to the office of managing director or manager for such period and generally on such terms as they may think fit.  The appointment of a managing director or manager shall terminate ipso facto if he shall cease for any reason to be a director, or if the company at any meeting of members shall resolve that his tenure of the office of managing director or manager be terminated.

 

10.16  No remuneration whatsoever shall be payable to a director for his services to the company.

 

11.    DELEGATION OF POWERS

 

11.1    The board of directors may from time to time entrust to or confer upon a director, managing director or other official of the company for the time being such of the powers and authorities vested in them as they may think fit, and they may confer such powers and authorities for such restrictions as they may think expedient; and they may confer such powers and authorities either collaterally with or to the exclusion of, and in substitution for, all or any of the powers and authorities of the board of directors and may from time to time revoke or vary all or any of such powers and authorities.

 

11.2    The management and handling of the day-to-day affairs of the company may be entrusted by the directors to an executive committee consisting of 3 (THREE) directors and the managing director or manager, if there is one, occupying the office from time to time.

12.    VACATING OF OFFICE

 

12.1    The office of a director shall be vacated if the director concerned:

 

12.1.1  ceases to be a director by virtue of section 218(1) of the act;

or

 

12.1.2 becomes insolvent or makes an arrangement or composition with his creditors generally; or

 

12.1.3 becomes in the discretion of the other directors so mentally or otherwise defective that he can no longer properly execute his office; or

 

12.1.4 resigns his office by giving notice in writing to the company;

or

 

12.1.5 is restrained from being a director by reason of any order made under Section 219 of the act; or

 

12.1.6 makes himself guilty of conduct which according to the unanimous resolution of the other directors is so detrimental to the interests of the company that he must be dismissed as a director; or

 

12.1.7 is removed from office by resolution duly passed pursuant to section 220 of the act;

 

12.1.8  ceases to be a member by virtue of article 3.

 

12.1.9 fails to attend three consecutive board meetings without prior written apology or in the event of prior written apologies having been submitted that are not acceptable to the board, such director may be dismissed at the discretion of the board.

 

13.    MINUTES

 

13.1    The directors shall cause minutes to be made:

 

13.1.1 of all appointments of officers by the board of directors;

 

13.1.2 of the names of the members of the board of directors present at each meeting of the board of directors and of any committee of the board of directors;

 

13.1.3 of all resolutions and proceedings at all meetings of the company and of the board of directors and of the committees of the board of directors.

 

13.2    The minutes of any meeting of the company, of the board of directors or of any committee, if purporting to be signed by the chairperson of such meeting or by the chairperson of the next succeeding meeting shall be receivable as prima facie evidence of the matters in such minutes.

13.3    Every member of the board of directors present at any meeting of the board of directors shall sign his name in a book to be kept for that purpose.

 

14.    PROCEEDINGS OF THE BOARD OF DIRECTORS

 

14.1    The board of directors may meet for the despatch of business, adjourn and otherwise regulate their meetings as they think fit.

 

 

14.2    Questions arising at any meeting shall be decided by a majority of votes.  In case of an equality of votes, the chairperson shall have a second or casting vote.

 

14.3    A director may, and the secretary on the requisition of a director shall at any time, summon a meeting of the board of directors.

14.4      Every director shall be entitled to receive notice of all meetings of the board of directors.

14.5    The directors may determine what period of notice shall be given of meetings of directors and may determine the means of giving such notice, which may include telephone, e-mail or faximilee.  It shall not be necessary to give notice of a meeting of directors to any director for the time being absent from the Republic, but notice of any such meeting shall be given to his alternate, if he has appointed one, provided that such alternate is in the Republic.

 

14.6    The quorum for the transacting of business at a meeting of the directors is 4 (FOUR) directors.

 

14.7    The continuing directors may act notwithstanding any vacancy in their number but if and so long their number is reduced below the number fixed or pursuant to the articles as the necessary quorum of the board of directors, the continuing directors to that number, must summon a general meeting of the company, for the purpose of appointing directors.

 

14.8    The chairperson shall act as chairperson for any meeting of the board of directors held during his term of office.  If there is no such chairperson or if at any meeting he is not present within 15 (FIFTEEN) minutes after the time appointed for holding the meeting or has notified his inability to be present or is unwilling to act as chairperson, the vice chairperson shall act as chairperson and if he cannot or will not act the members present shall choose one of their number to be chairperson of the meeting.

 

 

14.9      In the case of matters requiring urgent resolution, a meeting may be conducted and a resolution may be passed utilizing conference telephone facilities, provided that the required quorum is met.

 

14.10   A director unable to attend a director’s meeting may authorize any other director to vote for him at that meeting, and in that event the director so authorized shall have a vote for each director by whom he is so authorized in addition to his own vote.  Authority in terms of this Article must be in writing (which may take the form of an email or faximilee) and must be handed to the person presiding at the meeting at which it is to be used.

 

14.11   If at any meeting the chairperson is not present within fifteen minutes after the time appointed for holding it, the Vice Chairperson shall act as chairperson and if the Vice Chairperson is unable to act the directors present may choose one of their number to be chairperson of the meeting.

 

  1. COMMITTEES

 

15.1    The board of directors shall be entitled to compile a technical committee consisting of representatives appointed by any local, provincial or national authority who are able to assist the board of directors in fulfilling their duties. These technical representatives may attend all meetings, participate fully in al discussions, but shall not have the vote.

 

15.2    The board of directors may delegate any of it’s powers to any sub-committees or technical committees, appointed on an ad hoc basis, consisting of such persons as they think fit.  Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the board of directors and the board of directors shall appoint the chairperson of such committee.

 

15.3    Any such committee may meet and adjourn as they think proper.  Questions arising at any meeting shall be determined by a majority of votes of the members present and decisions taken at such meetings shall be passed on to the board of directors as recommendations.

 

16.    VALIDITY OF ACTS

 

All acts at or authorised by any meeting of the board of directors or of a committee of the board of directors or by any person acting as a director or of any executives shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or continuance in office of any such director or person acting as aforesaid, or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed or had duly continued to be a director or had been entitled to vote as a director.

 

17.    WRITTEN RESOLUTIONS

 

A resolution in writing, including through the medium of telefax or e-mail, signed by all the directors for the time being present in the Republic and being not less than a quorom shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted.  The resolution may consist of several documents, each signed by one or more directors in terms of this Article;

18.    REGISTER OF MEMBERS

 

18.1    The directors shall cause to be kept a register of the members and there shall be entered therein –

 

18.1.1 the names and addresses of the members;

 

18.1.2 the date at which the name of any person was entered in the register as a member;

 

18.1.3 the date at which any person ceased to be a member, and such register shall be kept at the registered office of the company and shall be open to the inspection of the members during business hours, subject to any reasonable restrictions from time to time imposed by the company in general meeting of the board of directors.

 

19.    ACCOUNTS

 

19.1    The board of directors shall cause such accounting records to be kept as are prescribed by section 284 of the act.

 

19.2    The accounting records shall be kept in the registered office of the company or at such other place in theRepublicofSouth Africaas the directors may think fit.

19.3    The board of directors shall from time to time determine at what times and places and under what conditions or regulations the accounting records of the company or any of them shall be open for inspection by members not being directors, without unnecessary limiting such access.

 

19.4    The board of directors shall from time to time in accordance with sections 286 and 288 of the act, cause to be prepared and laid before the company in annual general meeting annual financial statements, which financial statements shall be sent to all members 21 (TWENTY ONE) days before the date of the meeting.

 

20.    AUDIT

 

Auditors shall be appointed and their duties regulated in accordance with the act.

 

21.    NOTICES

 

21.1    A notice by die company to a member may be given personally, by faximilee, by email or be sent by pre-paid post addressed to the member at his registered address, or (if he does not have a registered address in South Africa) to the address in South Africa, if any, supplied by him to the company as the address at which notice may be given to him.

 

21.2      Notice of every general meeting shall be given in the prescribed manner, to –

 

21.2.1 every member of the company registered as such at the date of giving of such notice; and

 

21.2.2 the auditor of the company for the time being.  No other person shall be entitled to receive notices of general meetings.

 

21.3     Any notice, if given by post, shall be deemed to have been served on the day following that on which the letter or envelope containing such notice is posted, and in proving the giving of the notice sent by post it shall be sufficient to prove that the letter containing the notice was properly addressed and put into the post office.

 

21.4    The signature to any notice given by the company may be written or printed, or partly written and partly printed.

 

21.5    When a given number of days’ notice or notice extending over any period is required to be given, the day of service shall not be counted in such number of days or period.

 

22.    CONFLICT

 

If the provisions of these articles are in any way in conflict with the provisions of the act or any other act the provisions of the act or other act shall receive preference and these articles shall in every respect be interpreted as being subject to the act or such other act.

 

23.    INDEMNITY AND RESPONSIBILITY

 

23.1    Every director, manager, secretary, committee member and other officer or servant of the company shall be indemnified by the company against, and it shall be the duty of the directors out of the funds of the company to pay to him all costs, losses and expenses including travelling expenses which he may have incurred or became liable for by reason of any contract entered into or act or deed done by him in the capacity or in any way in the bona fide discharge of his duties.

 

23.2    No director, manager, secretary, committee member or other officer or servant of the company shall be liable for any act, omission or failure of any other director, manager, secretary, committee member or other officer or servant, or for joining in any such act or omission or failure, or loss or damages suffered by the company through the inadequate or incomplete title to any property acquired by order of directors or on behalf of the company, or for insufficient or defective security in or upon which any of the monies of the company have been invested, or for any loss or damage arising from the insolvency, liquidation or delict  of any person with whom any monies, securities  or effects have been deposited, or for any loss or damage occasioned by any error of judgement or oversight on his part or for any loss, damage or misfortune whatever, which took place in the execution of his duties of office, unless he would otherwise be liable in law on the grounds of negligence, default, breach of duty or breach of trust in relation to the company.

 

  1. 24.      WINDING UP

 

If the company shall be wound up the liquidator shall comply with the provisions of the memorandum of association of the company with respect to the assets.

 

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Attach revenue receipt here or attach stamps here or place revenue frank machine stamp here

__________________________________________________________________

 

 

 

 

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT, 1973

 

 

M E M O R A N D U M  O F  A S S O C I A T I O N

OF A COMPANY WITHOUT A SHARE CAPITAL

 

Registration number of company

 

 

 

 

  1. NAME

 

The name of the company is

 

GOURITZ CLUSTER BIOSPHERE RESERVE

 (Association incorporated under section 21)

The name of the company in the Afrikaans language is

 

GOURITZ GROEP BIOSFEERRESERVAAT

 

FINANCIAL YEAR:

 

The financial year of the company ends on the last day of JUNE each year.

 

 

 

 

2.      PURPOSE, DECRIBING MAIN BUSINESS:

 

          The main business which the company is to carry on is the promotion,

 

advancement and fulfilment of the three basic functions of a

BIOSPHERE RESERVE namely:

 

2.1.      conservation by contributing to the conservation of landscapes,

 

ecosystems, species and genetic variation;

 

2.2.        development by fostering economic and human development

 

which is socio-culturally and ecologically sustainable;  and

 

2.3.        logistic support by supporting demonstration projects,

 

environmental education and training, research and monitoring

 

related to local, regional, national and global issues of

 

conservation and sustainable development.

 

 

3.      MAIN OBJECT:

 

The main object of the company is the advancement of the interests of

 

the biosphere reserve known as the Gouritz Cluster Biosphere Reserve

 

situated mainly in the municipal areas of Oudtshoorn,MosselBay,

 

Hessequa and Kannaland as well as theEdenDistrictMunicipalityin theRepublicofSouth Africa.

 

 

4.      ANCILLARY OBJECTS EXCLUDED:

 

The specific ancillary objects referred to in section 33 (1) of the act excluded from the unlimited ancillary objects of the company:

 

NONE.

 

5.      POWERS:

 

In accordance with the provisions of section 34 of the act the company

 

shall have plenary powers to enable it to realise its main and ancillary

 

objects;  the company shall however not have all of the common

 

powers set out in Schedule 2 of the act but shall have the following

 

common powers:

 

 

5.1         to purchase or acquire in any way stock-in-trade, plant,

 

machinery, land, buildings, agencies, shares, debentures and

 

every other kind or description of movable and immovable

 

property;

 

 

 

5.2         to manage, insure, sell, lease, mortgage, dispose of, give in

 

exchange, work, develop, build on, improve, turn to account or

 

in any way otherwise deal with its undertaking or all or any part

 

of its property and assets;

 

 

 

5.3       to apply  for, purchase or by any other means acquire, protect,

 

prolong and renew any patents, patent rights, licenses,

 

trade marks, concessions or other rights and to deal with and

 

alienate them as provided in clause 5.2;

 

 

5.4       to borrow money for any of the objects of the company;

 

 

5.5         to secure the payment of monies borrowed in any manner

 

including the mortgaging and pledging of property and, without

 

detracting from the generality thereof, in particular by the issue

 

of any kind of debenture or debenture stock with or without

 

security;

 

 

5.6         to lend money to any person or company with a view to

 

promoting the object of the company;

 

 

5.7       to invest money in any manner;

 

 

5.8       to open and operate banking accounts and to overdraw on such

 

accounts;

 

 

5.9         to make, draw, issue, execute, accept, endorse and discount

 

promissory notes, bills of exchange and any other kind of

 

negotiable or transferable instruments;

 

 

5.10      to enter into indemnities, guarantees and suretyships and to

 

secure payment there under in any way;

 

 

5.11    to form and have an interest in any company or companies

 

having the same or similar objects as the company for the

 

purpose of acquiring the undertaking or all or any of the assets

 

or liabilities of the company or for any other purpose which

 

may seem, directly or indirectly, calculated to benefit the

 

company, and to transfer to any such company or companies

 

the undertaking or all or any of the assets or liabilities of the

 

company;

 

 

5.12    to amalgamate or enter into partnerships with other companies having the same or similar objects to the company and which are exempt from the payment of income tax in terms of Section 10(1)(cB)(i)(ff) of the ITA;

 

5.13    to take part in any management, supervision and control of business or operations of any other company or business having the same or similar objects as the company and which are exempt from the payment of income tax in terms of Section  10(1)(cB)(i)(ff) of the ITA and enter into partnerships having the same or similar objects as the company;

 

5.14    to remunerate any person or persons in cash for services

 

rendered in its formation or in the development of its business

 

provided that the directors receive no remuneration for their

 

services to the company.

 

 

5.15    to make donations and render financial assistance to persons

 

other than members or directors of the company for the

 

attainment of the objects of the company;

 

 

5.16    to undertake and execute any trust;

 

 

5.17    to act as principal, agents, contractors or trustees;

 

 

5.18    to pay gratuities and pensions and establish pension schemes in

 

respect of its employees;

 

 

5.19    to enter into contracts outside the Republic and to execute any

 

contracts, deeds and documents in any foreign country; and

 

 

5.20    to have a seal and to use such seal for any purpose in the

 

Republic or in any foreign country.

 

 

 

6.      CONDITIONS:

 

Special conditions which apply to the company and the requirements, if

 

any:

 

 

6.1       The Company shall be entitled to apply for exemption from income tax in terms of section 10(1) and approval in terms of section 18A of the Income Tax Act, No. 58 of 1962.

 

6.2       The Company shall be entitled to bind its members to contribute by way of subscriptions and levies towards the funds of the Company and to force payment of and to collect and receive from members such contributions and levies.

 

6.3         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 it’s holding company or

 

subsidiary;  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.

 

 

6.4         Upon it’s winding-up, de-registration or dissolution the assets of

 

the company remaining after the satisfaction of all it’s liabilities

 

shall be given or transferred to some other association or

 

institution or associations or institutions having objects similar to

 

it’s main object, to be determined by the members of the

 

company at or before the time of it’s dissolution, or failing such

 

determination, by the court.

 

 

7.      PRE-INCORPORATION CONTRACTS (IF ANY):

 

          NONE

 

 

8.      GUARANTEE:

 

8.1         The liability of the members is limited to the amount referred to

 

In paragraph 8.2.

 

 

8.2         Each member undertakes to contribute to the assets of the

 

company in the event of it’s being wound up while he is a

 

member of within 1 (ONE) year afterwards, for payment of the

 

debts and liabilities of the company contracted before he ceases

 

to be a member and of the costs, charges and expenses of the

 

winding up, and for the adjustment of the rights of the

 

contributories amongst themselves an amount of R2,00

 

(TWO RAND).

 

 

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