MEMORANDUM OF INCORPORATION OF COMENSA NPC REGISTRATION NUMBER 2005/017895/08

Transcription

1 MEMORANDUM OF INCORPORATION OF REGISTRATION NUMBER 2005/017895/08 Policy: MOI Effective: 8 March 2016 Drafted by: Patrick Dunseith Date: Revised by: Belinda Davies Date: 25 February 2016 Approved by: Date: DESCRIPTION INDEX OF CONTENTS Adoption of Meorandu of Incorporation 3 1. Interpretation 4 2. Incorporation and Nature of the Copany 5 3. Objects and Powers of the Copany 5 4. Special Conditions 7 5. Fundaental Transactions Aendents of the MOI Rules, Policies and Procedures Mebership Manageent of the Copany General Coposition of the Board of Directors Election of Board Mebers Alternate Directors Powers, responsibilities and role of the Board Vacation of office Reoval fro office Meetings Borrowing powers of Directors 24 PAGE NUMBER Indenification 25 Meorandu of Incorporation V2.0 1 of 42

2 9.11. Reuneration Reiburseents Loans Officers and Coittees Executive Coittee Governance Advisory Coittee Portfolio Coittees Provincial Chapter Coittees Meetings of Mebers AGM Other general Meetings Notice of eetings Quoru and voting Resolutions Proxies Copany Secretary Financial Affairs Registered office Copany records and accounting records Financial year Annual financial stateents Annual returns Enhanced accountability and transparency Winding up or Dissolution of the Copany 41 Meorandu of Incorporation V2.0 2 of 42

3 MEMORANDUM OF INCORPORATION OF REGISTRATION NUMBER 2005/017895/08 Adoption of Meorandu of Incorporation WHEREAS the Copany was incorporated as an Association Incorporated under Section 21 of the Copanies Act, 61 of 1973, being a copany not having a share capital; AND WHEREAS the Copany is now incorporated as a Non-Profit Copany in ters of the Copanies Act, 71 of 2008, which replaced the Copanies Act, 61 of 1973, with effect fro 1 May 2011; AND WHEREAS the Copany wishes to replace the Articles of Association and Meorandu of Association that governed it in ters of the Copanies Act, 61 of 1973, as well as its Constitution which existed independently of its Articles of Association and Meorandu of Association, with a new Meorandu of Incorporation, as required in ters of the Copanies Act, 71 of 2008; AND WHEREAS this Meorandu of Incorporation is in a for unique to the Copany, as conteplated in section 13(1)(a)(ii) of the Copanies Act, 71 of 2008, and has been adopted by the Mebers of the Copany in accordance with section 13(1), in substitution for the Articles of Association and the Meorandu of Association of the Copany, which were the constitutional docuents of the Copany under the Copanies Act, 61 of 1973 (now repealed). Meorandu of Incorporation V2.0 3 of 42

4 NOW THEREFORE THE DIRECTORS AND MEMBERS OF THE COMPANY AGREE THAT THE FOLLOWING WILL CONSTITUTE THE COMPANY S MEMORANDUM OF INCORPORATION: 1. INTERPRETATION 1.1. In this Meorandu of Incorporation: AGM eans the annual general eeting of Mebers held in accordance with the provisions of article 11.1 of this MOI; "Board" eans the board of Directors of the Copany, being the body responsible for the anageent of the Copany, as constituted in article 9 of this MOI; "Copanies Act" eans the Copanies Act 71 of 2008, as aended fro tie to tie; "Copanies Regulations" eans the Copanies Regulations proulgated by the Minister responsible for copanies in ters of section 223 of the Copanies Act, as aended fro tie to tie; Director eans those persons appointed as such in ters of article 9 of this MOI; "file", when used as a verb, eans to deliver a docuent to the Copanies and Intellectual Property Coission (established in ters of section 185 of the Copanies Act) in the anner and for, if any, prescribed for that docuent; "Incoe Tax Act" eans the Incoe Tax Act 58 of 1962, as aended fro tie to tie; Meber eans a person or entity that holds ebership in the Copany as deterined in article 8 of this MOI; "MOI" eaning this Meorandu of Incorporation; Republic eans the Republic of South Africa; Meorandu of Incorporation V2.0 4 of 42

5 the Copany eans Coaches and Mentors of South Africa, which has been incorporated in the Republic of South Africa as, with registration nuber 2005/017895/08); a reference to a "section" by nuber refers to the corresponding section of the Copanies Act, unless otherwise specifically indicated in the context; a reference to a "Regulation" by nuber refers to the corresponding regulation in the Copanies Regulations; and words that are defined in the Copanies Act or the Incoe Tax Act bear the sae eaning in this MOI as in those Acts. 2. INCORPORATION AND NATURE OF THE COMPANY 2.1. The Copany is incorporated as a non-profit copany with Mebers, as defined in the Copanies Act The Copany is incorporated as a public benefit organisation in ters of section 30 of the Incoe Tax Act, as read with Part I of the Ninth Schedule of the Incoe Tax Act, and ay, if approved by the ajority of Mebers, seek to apply for tax-exept status as regulated by the applicable provisions of the Incoe Tax Act The Copany is, in ters of section 19(1)(c) read with section 15(2), incorporated in accordance with and governed by: the unalterable provisions of the Copanies Act that are applicable to nonprofit copanies, specifically the provisions of Schedule 1 of the Copanies Act; the alterable provisions of the Copanies Act that are applicable to nonprofit copanies, subject to any liitation, extension, variation or substitution set out in this MOI; and the provisions of this MOI. 3. OBJECTS AND POWERS OF THE COMPANY 3.1. The ain object of the Copany is to support coaches and entors through the Meorandu of Incorporation V2.0 5 of 42

6 establishent of standards of good practice, a code of ethics and conduct, the provision of a platfor for discussion and the encourageent of continuous professional developent to effect positive change in the Republic Should the Copany elect to apply for tax-exept status as set out in article 2.2 above, the Directors will take steps to ensure that the ain object and the activities carried on by the Copany is as conteplated in Part I of the Ninth Schedule of the Incoe Tax Act, and ay aend the MOI to ensure such copliance, if necessary In support of this object the Copany will: Endeavour to be a recognised p r o f e s s i o n a l association representing and supporting the self-regulation of coaching and entoring in the Republic of South Africa; Keep abreast of and counicate to Mebers, good practice and trends in coaching and entoring by eans of digital edia, workshops and seinars, and to provide a resource for inforation on coaching and entoring; Maintain and adinister a central register of Mebers available to prospective clients of coaching and entoring services; Raise the awareness and credibility of coaching and entoring; Provide a platfor within which coaches and entors ay network, share ideas and values, and develop a sense of counity; Provide a credentialing process for coaches and entors, supervisors and training providers, with a view to upholding standards and aintaining the quality of the services provided by the industry The objects of the Copany are as set out in this article 3 and, except to the extent necessarily iplied by the stated objects, the purposes and powers of the Copany are subject to the restrictions, liitations or qualifications as set out in article 4, as conteplated in section 19(1)(b)(ii) The Copany is not subject to any provision conteplated in section 15(2)(b) or (c). Meorandu of Incorporation V2.0 6 of 42

7 4. SPECIAL CONDITIONS 4.1. Special conditions, other than those specified in the Copanies Act are as follows: The Copany shall carry out its activities in a non-profit anner and with an altruistic or philanthropic intent The incoe and property of the Copany, howsoever derived, shall be applied solely towards the prootion of its ain object, or in the course of conducting a public benefit activity, as defined in the Incoe Tax Act (if the Copany is tax- exept). No portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever, to any Meber or Director of the Copany or to the Copany s holding copany or subsidiary, if any, otherwise than for the attainent of its object: Provided that nothing herein contained shall prevent the payent, in good faith, of reasonable reuneration to any officer or servant or eployee of the Copany, in return for any services actually rendered to the Copany Nothwithstanding the aforesaid, to the extent that the funds are not so applied, the Copany should invest its funds in such prudent investents as the Directors ay deterine, on an ars-length basis, provided that such investent shall always aid the prootion or achieveent of the ain object The Copany ay retain any investent (other than any investent in the for of a business undertaking or trading activity or asset which is used in such business undertaking or trading activity) in the for that it was acquired by the Copany by way of donation, bequest or inheritance Upon its winding-up, deregistration or dissolution, the assets of the Copany reaining after the satisfaction of all its liabilities, shall be given or transferred to soe other association or institution or associations or institutions having objects siilar to its ain object, which ust be an approved public benefit organisation, as defined in the Incoe Tax Act, deterined by the Mebers of the Copany at or before the tie of its dissolution or, failing such deterination, by the Court, provided that in any event such other association or institution shall be a public benefit organisation within the Meorandu of Incorporation V2.0 7 of 42

8 Republic which, if the Copany is exept fro tax, is itself exept fro tax The Copany ay not carry on any business undertaking or trading activity, otherwise than to the extent that: The gross incoe derived fro such activities does not exceed the aounts stipulated in section 30(3)(b) of the Incoe Tax Act, or supervening legislation; or The undertaking or activity is: Integral and directly related to its bject; and Is carried on or conducted on a basis, substantially the whole of which is directed towards the recovery of costs and which would not result in unfair copetition in relation to taxable entities or, if not integral and directly related to its sole object, is of an occasional nature and undertaken substantially with assistance on a voluntary basis without copensation, or the undertaking or activity is approved by the Minister of Finance by notice in the Gazette, having regard to: The scope and benevolent nature of the undertaking or activity; The direct connection and interrelationship of the undertaking or activity with the Copany s sole purpose; The profitability of the undertaking or activity: and The level of econoic distortion that ay be caused by the Copany s tax exept status (if any) The Copany shall not accept any donation which is revocable at the instance of the donor for reasons other than a aterial failure to confor to the designated purposes and conditions of such donation, including any isrepresentation with regard to the tax deductibility thereof in ters of section 18A of the Incoe Tax Act. Meorandu of Incorporation V2.0 8 of 42

9 The Copany shall not accept any donation in respect of which the donor iposes any condition which could enable hi or any connected person in relation to hi, as defined in the Incoe Tax Act, to derive soe direct or indirect benefit fro the application of such donation The Copany shall not be party to any transaction, operation or schee, of which the sole or ain purpose is or was the reduction, postponeent or avoidance of liability for any tax, duty or levy which, but for such transaction, operation or schee, would have been or would have becoe payable by any person under any fiscal statute in the Republic, or any other Act adinistered by the Coissioner, South African Revenue Service (or his successor) The Copany ay pay reuneration to any eployee, office bearer, servant or other person for services actually rendered, but shall not pay any reuneration to any eployee, office bearer, servant or other person, which is excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered The Copany shall coply with all lawful reporting requireents as ay be deterined by the Coissioner, South African Revenue Service (or his successor) fro tie to tie The Copany shall to the extent that it provides funds to any association of persons carrying on a public benefit activity, as defined in the Incoe Tax Act, take reasonable steps to ensure that the funds are utilised for the purpose for which they have been so provided The activities of the Copany shall be confined to the Republic or any other country as approved by the Board The Copany ay not lend or invest funds, or in any way facilitate the lending or investing of funds by third parties, to or in any Meber or office bearer of the Copany, or any other individual or organisation, nor ay it enter into any indenity, guarantee and/or suretyship or to secure payent thereunder in any way The Copany ay register in ters of section 13(5) of the Non-Profit Meorandu of Incorporation V2.0 9 of 42

10 Organisations Act, 71 of 1997, and coply with any other requireents iposed in ters of that Act, if required Subject to article 5 of this MOI, the Copany ay aalgaate with other copanies or associations having the sae or siilar objects to the Copany, not being an object or objects excluded in ters of article 4 of this MOI, and not being otherwise in conflict with the provisions of this MOI, and not involving the personal interest of any office-bearer of the Copany, and only in ters of a special resolution by the Copany s Mebers Subject to article 5 of this MOI, the Copany ay for and have an interest in any copany or copanies or associations having the sae or siilar objects to the Copany, not being an object or objects excluded in ters of article 4 of this MOI, and not being otherwise in conflict with the provisions of this MOI, and not involving the personal interest of any office-bearer of the Copany, and only in ters of a special resolution by the Copany s Mebers The Copany ay take part in the anageent, supervision and control of the business or operations of any other copany or business and to enter into partnerships having the sae or siilar objects to the Copany, not being an object or objects excluded in ters of article 4 of this MOI, and not being otherwise in conflict with the provisions of this MOI, and not involving the personal interest of any office-bearer of the Copany, and only in ters of a special resolution by the Copany s Mebers The Copany shall be entitled to bind Mebers to contribute by way of subscriptions and/or levies towards the funds of the Copany, and to enforce payent of, and to collect and receive fro Mebers, such contributions and levies It is hereby specifically recorded that the Copany will not engage in or be responsible for the following atters or activities: To act as a training provider and to assess and/or certify copetence of Mebers against qualifications, unit standards or training prograes, whether or not registered with or approved by the South African Qualifications Meorandu of Incorporation V of 42

11 Authority (SAQA) or any Sector Education and Training Authority (SETA) in ters of the National Qualifications Fraework (NQF) and related legislation; To provide, or facilitate the provision by third parties of, professional liability insurance or other risk anageent or risk itigation service, to any Meber or other individual or organisation; To act as eployent broker, finder or business agent for any Meber or other individual or organisation, other than to provide prospective clients of coaching and entoring services with basic database inforation on Mebers without express or iplied warranty as to the copetence or suitability of such Mebers; To define or recoend any professional fee or tariff structure for application by any Meber or other individual or organisation. 5. FUNDAMENTAL TRANSACTIONS 5.1. The Copany ay not: aalgaate or erge with, or convert to, a profit copany; or dispose of any part of its assets, undertaking or business to a profit copany, other than for fair value, except to the extent that such a disposition of an asset occurs in the ordinary course of the activities of the Copany. 6. AMENDMENT OF THE MOI 6.1. This MOI ay be altered or aended only in the anner set out in section 16 or 17, being: in any anner necessary to correct a patent error in spelling, punctuation, reference, graar or siilar defect on the face of the docuent, by: publishing a notice of the alteration, in any anner required or peritted by this MOI or the rules, policies and/or procedures of the Copany; and filing a notice of the alteration, or in copliance with a Court order, effected by a resolution of the Directors; or Meorandu of Incorporation V of 42

12 at any other tie only if a special resolution to aend the MOI is proposed and adopted at a properly quorate eeting of Mebers The Directors ust file a notice of aendent of the MOI within 5 (five) business days and the aendent will take effect on the date the notice of aendent is filed or such later date as is specified in the notice of aendent The Copany shall subit to the Coissioner, South African Revenue Service (or his successor), a copy of any aendent to this MOI, if the Copany is taxexept or if this is required by the Incoe Tax Act. 7. RULES, POLICIES AND PROCEDURES 7.1. The Directors ay ake, aend or repeal any necessary or incidental rules, policies and/or procedures relating to the governance of the Copany in respect of atters that are not addressed in the Copanies Act or this MOI, by: publishing a copy of those rules, policies and/or procedures, in any anner required or peritted by the MOI, or the rules, policies and/or procedures of the Copany; and filing a copy of those rules, policies and/or procedures A rule, policy and/or procedure conteplated in article 7.1: ust be consistent with the Copanies Act and this MOI, and any such rule, policy and/or procedure that is inconsistent with the Copanies Act or this MOI is void to the extent of the inconsistency; and takes effect on a date that is the later of: (ten) business days after the rule, policy and/or procedure is filed; or the date, if any, specified in the rule, policy and/or procedure The Directors ust publish any rules, policies and/or procedures ade, aended or repealed and ake such rules, policies and/or procedures available to ebers on request. 8. MEMBERSHIP 8.1. Persons (individuals and/or corporate entities) eeting the respective requireents Meorandu of Incorporation V of 42

13 and paying the required annual ebership fee ay be aditted to the ebership categories of the Copany specified herein Persons who do not eet the ebership criteria, or whose credentials prove to be invalid, ay be refused adission to ebership or aditted to ebership under a different ebership category, or required to resign ebership. In the event of a dispute regarding eligibility for ebership, the decision of the Executive Coittee shall be final. The Copany shall not be required to furnish reasons for refusal of ebership Once ebership has been forally bestowed, a Meber shall reain a Meber until her/his ebership lapses or is terinated or aended in accordance with the provisions hereof Mebers are expected to conduct their affairs with the values of integrity, ethics, accountability, inclusivity and professionalis. If, in the opinion of the Executive Coittee, the conduct of a Meber has been iproper or is calculated to injure the good nae of the Copany, the Executive Coittee ay suspend or expel that Meber fro ebership A Meber in good standing shall be defined as a Meber, whether individual or corporate, registered within the appropriate ebership category of the Copany, who coplies with the Code of Professional Ethics, Standards of Professional Copetence and Policy on Supervision of the Copany (if any), and whose ebership fees are fully paid up at all relevant ties Any Meber who has resigned or has been excluded or suspended shall not have any clai of any nature against the Copany Application for ebership shall be on such for as the Executive Coittee ay prescribe fro tie to tie, and the Executive Coittee shall carry out such checks, and ay require such supporting docuentation as they in their sole discretion ay decide fro tie to tie The rights and benefits of ebership shall not be transferable and shall terinate upon death, or as the case ay be, winding up of ebership. Meorandu of Incorporation V of 42

14 8.9. The Copany shall aintain at its registered office a register of Mebers of the Copany as provided in the Act. The register of Mebers shall be open to inspection as provided in the Act There shall be 3 (three) categories of ebership: Individual Mebers (divided into Individual Voting Mebers and Individual Non- Voting Mebers); Organisational Mebers; and Honorary Mebers In respect of Individual Mebers, ebership shall be open to all persons irrespective of race, creed, colour, religious affiliation, sexual preference, disability or siilar grouping or classification who: Satisfy the eligibility criteria for individual ebership defined by the Executive Coittee in ters of: relevant professional qualification (or recognition of prior learning) and professional experience and continuing professional developent, or progress towards any or all of these achieveents, or undertaking studies into coaching or entoring; and who Agree to be bound by: the rules, policies and procedures of the Copany as defined by the Executive Coittee and by the Mebers in general eeting, and by the MOI; and who Have been aditted to ebership; and who Pay an annual contribution to be deterined by the Executive Coittee fro tie to tie Individual Mebers shall furtherore be classified into Individual Voting Mebers and Individual Non-Voting Mebers, as follows: Individual Voting Mebers shall include: COMENSA Meber; Meorandu of Incorporation V of 42

15 COMENSA Registered Coach / Mentor; COMENSA Credentialised Practitioner (Coach or Mentor); COMENSA Senior Practitioner ; COMENSA Master Practitioner Individual Non-Voting Mebers shall coprise Student Mebers The criteria for classification and categorisation of Individual Voting Mebers and Individual Non-Voting Mebers shall be as deterined by the Executive Coittee fro tie to tie, whose decision shall be final and binding Individual Non-Voting Mebers shall not be entitled to any vote in ters of this MOI Each Individual Voting Meber shall be entitled to 1 (one) vote In respect of Organisational Mebers, ebership shall be open to all organisations which: Satisfy the eligibility criteria for organisations defined by the Executive Coittee in ters of being: copanies of coaching and/or entoring practitioners; or training institutions that train coaches or entors; or interested parties being copanies or organisations not earning incoe fro coaching and/or entoring; or copanies or organisations that are users or buyers of external coaching and/or entoring services or that use coaching and/or entoring ethodology; and which Agree to be bound by: the rules, policies and procedures of the Copany as defined by the Executive Coittee and by the Mebers in general eeting, and by the MOI; and which Have been aditted to ebership; and which Meorandu of Incorporation V of 42

16 Pay an annual contribution to be deterined by the Executive Coittee fro tie to tie Organisational Mebers shall coprise: Coach/Mentor Training Provider; COMENSA Registered Coach/Mentor Training Provider; COMENSA Recognised Coach/Mentor Training Provider; Coaching/Mentoring Copany; Corporate Meber Each Organisational Meber shall be entitled to 1 (one) vote In respect of Honorary Mebers, the Executive Coittee ay invite persons who have rendered distinguished or exceptional services to the Copany, or such einent persons who hold soe public office, or such persons who they wish to co-opt for special purposes, to becoe Honorary Mebers of the Copany for such periods as they ay deterine. Honorary Mebers, who will not be required to pay subscriptions, ay enjoy the benefits of ebership, including the right to vote All Individual and Organisational Mebers shall be liable for the payent of an annual ebership fee, the levels of which for the respective categories of ebership shall be deterined by the Executive Coittee, tabled at the AGM in conjunction with and in support of an annual budget for the Copany, and approved by the Mebers at the AGM Mebership fees are due on subission of application for ebership, and thereafter within 30 (thirty) days of the date of the invoice raised by the Copany in respect of ebership renewals, such invoices to be issued on or about the anniversary of the date on which ebership was forally approved. Failure to pay the required ebership fee by the relevant date shall cause the ebership concerned to lapse Mebership benefits shall be defined by the Executive Coittee fro tie to tie. Meorandu of Incorporation V of 42

17 8.17.Mebers in good standing have the right to assert their ebership of the Copany in the specific category for which they have been accepted Mebers in good standing (excluding Individual Non-Voting Mebers) have the right to elect office-bearers onto the Executive Coittee and their respective Provincial Chapter Coittees Mebers in good standing have the right to hold the Board accountable in general eeting for: the achieveent of the Copany s objectives; and the effective, efficient and econoical leadership and anageent of the Copany, in full copliance with: the provisions of this MOI; the Copanies Act and other applicable statutes; generally-accepted accounting practice (GAAP); and the recoendations of the King III Report on Corporate Governance insofar as these are applicable. 9. MANAGEMENT OF THE COMPANY 9.1. General The anageent of the affairs and activities of the Copany shall be under the control of the Board of Directors, in accordance with the stated objects of the Copany and as envisioned in ters of section 66(1) of the Act. The Board ay exercise all the powers of the Copany which are not excluded by a statute or this MOI, and the ebers of the Board shall for all intents and purposes be regarded as directors of the Copany, as envisaged by the Act Coposition of Board of Directors The Board shall coprise of not less than 3 (three) elected Directors. A iniu of 3 (three) of the Board ebers shall not be connected persons in relation to each other, as defined in the Incoe Tax Act. Meorandu of Incorporation V of 42

18 Every eber of the Board ust satisfy the qualification and eligibility requireents set out in section 69 to becoe or reain a eber of the Board The Board shall be coprised of the following offices, as a iniu: President; Vice-President; Treasurer The ebers of the Board shall hold office for a period of 2 (two) years, coencing on the date of the relevant AGM at which they are appointed, and terinating on the date of the AGM held 2 (two) years thereafter. They shall thereafter be eligible for re-appointent, but only for a further period of 2 (two) years (whether iediately following their initial ter of office or not), so that a eber of the Board shall not hold office for a period in aggregate of ore than 4 (four) years Election of Board ebers The election of ebers of the Board shall take place at the AGM in accordance with the standard procedure laid down in the Act, subject to the provisions of this MOI insofar as voting rights are concerned. Such elected ebers shall be forally appointed as Directors iediately after their election or appointent, as applicable Any Meber of the Copany (excluding Individual Non-Voting Mebers) has the right to noinate a Meber (excluding Individual Non-Voting Mebers) for election as a eber of the Board, provided that such noinee is seconded by a Meber (excluding Individual Non-Voting Mebers) in good standing, and that the noinee has indicated in writing his or her willingness to stand Such noination and acceptance by the noinee shall be on such prescribed for as drawn up by the Board Noinations ust reach the registered office of the Copany not less than 30 (thirty) days before the AGM. Meorandu of Incorporation V of 42

19 Elected ebers of the Board are required to be Mebers of the Copany in their own right, subject to the proviso that Individual Non-Voting Mebers ay not be ebers of the Board, as set out in article above In the event of a casual vacancy of ebers on the Board occurring during the course of a year, such vacancy ay be filled by appointent by the Board (subject to the prior approval of the Governance Advisory Coittee), and the person so appointed shall hold office for the reainder of his predecessor s ter of office Alternate Directors Any Director shall have the power to noinate another person (who ay not already be an acting Director or an Individual Non-Voting Meber) to act as alternate Director in his place during his absence or inability to act as such Director, and on such appointent being ade, the alternate Director shall, in all respects, be subject to the ters and conditions existing with reference to the other Directors of the Copany: Provided that such noination of an alternate Director shall be subject to the approval of the ajority of the Board. A person ay not be appointed as alternate to ore than 1 (one) Director The alternate Directors, whilst acting in the place of the Directors who appointed the, shall exercise and discharge all the duties and functions of the Directors they represent. The appointent of an alternate Director shall cease on the happening of any event which, if he were a Director, would cause hi to cease to hold office in ters hereof or if the Director who appointed hi ceases to be a Director, or gives notice to the Copany that the alternate Director representing hi shall have ceased to do so Powers, responsibilities and role of the Board The Board shall have all the powers of the Copany which are not excluded by a statute or this MOI, and shall be responsible for carrying out all the powers in attaining the objects of the Copany In addition to pursuing the ain object and carrying out the powers of the Copany, the Board shall have the power to: Meorandu of Incorporation V of 42

20 Eploy, discharge or suspend all persons necessary for any of the purposes set out herein on such ters of eployent as shall be decided upon by the Board; and Do all such other things as are conducive to the attainent of the Copany s objects The role of the Board is to inter alia: onitor key and/or strategic developents in the fields of coaching and entoring, and counicate these to Mebers; forulate and ipleent strategic policies and plans in accordance with the wishes of Mebers expressed in general eetings to ensure that the Copany achieves its objectives; direct the strategic, operational and adinistrative anageent of the Copany to ensure that its activities: coply with the provisions of this MOI; are effective, efficient and econoical, and coply fully with the Copanies Act, generally-accepted accounting practice and the applicable recoendations of the King III Report on Corporate Governance; constitute, co-ordinate and supervise the activities of sub-coittees, as required; and report to Mebers in general eeting on progress towards achieveent of the Copany s objectives Vacation of office The office of a Board eber shall ipso facto be vacated when that Board eber s ter of office as Board eber, if any, expires, or if such Board eber: dies; without the consent of the Board holds any other office of profit under the Copany; Meorandu of Incorporation V of 42

21 resigns by notice in writing; is convicted of fraud, theft, forgery, perjury or any other offence involving dishonesty; for ore than 6 (six) onths is absent without perission of the Board fro eetings of Board ebers held during that period; is directly or indirectly interested in any contract or proposed contract with the Copany and fails to declare his interest and the nature thereof in the anner required in the Copanies Act; has his/her estate finally sequestrated; is placed under curatorship by any court of copetent jurisdiction; is reoved in ters of article 9.7; ceases to be a Meber of the Copany The provisions of clause shall also apply utatis utandis to each eber of a coittee constituted in ters of article 10.1 hereof If the President is teporarily unable to exercise his/her office by reasons of health or other contingencies (including conflicting business engageents) not constituting a vacation of office as defined above, the Vice-President shall assue the role of President for the duration of the President s indisposition A resignation as envisioned in article ust be effected by giving no less than 1 (one) onth's written notice Reoval fro office The reoval of a Board eber fro the Board shall be governed in ters of section 71. The key provisions of section 71, and the extent to which they are peritted to be aended in ters of the Copanies Act and are in fact so aended, are suarised below, however, said suary is at all ties subject to section 71 itself The Board ay, by ordinary resolution, at any tie reove a Board eber fro Meorandu of Incorporation V of 42

22 office: for any reason whatsoever; or where the Board eber has: becoe ineligible or disqualified in ters of section 69; or becoe incapacitated, to the extent that the Board eber is unable to perfor the functions of a Board eber, and is unlikely to regain that capacity within a reasonable tie; or has neglected, or been derelict in the perforance of, the functions of Board eber Before the Board ebers ay consider a resolution conteplated in article 9.7.2, the Board eber concerned ust be given: notice of the eeting, including a copy of the proposed resolution and a stateent setting out reasons for the resolution, with sufficient specificity to reasonably perit the Board eber to prepare and present a response; and a reasonable opportunity to ake a presentation, in person or through a representative, to the eeting before the resolution is put to a vote A Board eber ay further be reoved fro office by order of the Court as conteplated in section 71(5) or (6) Meetings The conduct of eetings of the Board shall be governed in ters of section 73. The key provisions of section 73, and the extent to which they are peritted to be aended in ters of the Copanies Act and are in fact so aended, are suarised below, however, said suary is at all ties subject to section 73 itself The Board ay eet together for the dispatch of business, adjourn and otherwise regulate their eetings as they see fit: Provided that the Board ust eet Meorandu of Incorporation V of 42

23 together at least 4 (four) ties a year for the dispatch of the business of the Copany Notice of a Board eeting ust be given to each Board eber in writing, whether by post, fax or eail, not less than 14 (fourteen) days prior to the eeting Where the Copany has failed to give the required notice of the Board eeting, or there was a defect in the giving of the notice, such eeting ay proceed, provided that all of the Board ebers: acknowledge actual receipt of the notice; or are present at the eeting; or waive notice of the eeting A Board eeting ay be conducted by electronic counication, or one or ore Board ebers ay participate in a eeting by electronic counication, so long as the electronic counication facility eployed ordinarily enables all persons participating in that eeting to counicate concurrently with each other without an interediary, and to participate effectively in the eeting The quoru necessary for a eeting of the Board to proceed shall, so long as there are 3 (three) Directors, be 2 (two) Directors, at least 1 (one) of who ust be the President or Vice-President (who shall chair the eeting in the absence of the President); and as long as there are ore than 3 (three) Directors, be 3 (three), provided that the President, Vice-President and Treasurer are present Each Board eber shall be entitled to 1 (one) vote in regard to all business brought before the Board The President shall have a second or casting vote in the event of an equality of votes Unless otherwise provided in this MOI, a ajority of the votes cast on a resolution is sufficient to approve that resolution. Meorandu of Incorporation V of 42

24 A Board eber shall not vote in respect of any contract or proposed contract with the Copany in which he is interested, directly or indirectly, or any atter arising therefore, and if he does so vote, his vote shall be disregarded A decision that could be voted on at a Board eeting ay instead be adopted by written consent of the required nuber of Board ebers, given in person, or by electronic counication, provided that each Board eber has received notice of the atter to be decided. A decision ade in this anner is of the sae effect as if it had been approved by voting at a eeting Resolutions adopted by the Board: ust be dated and sequentially nubered; and are effective as of the date of the resolution, unless the resolution states otherwise The Copany shall keep inutes of all Board eetings, and any of its coittees, and include in the inutes: any declaration of personal financial interest given by notice or ade by a Board eber as required by section 75; and every resolution adopted by the Board Any inutes of a Board eeting, or a resolution, signed by the President, is evidence of the proceedings of that eeting, or adoption of that resolution, as the case ay be Borrowing powers of Directors The Directors ay not borrow or raise oney fro the Mebers or any other persons for the funding of current expenditure. The Directors ay borrow or raise oney fro the Mebers or other persons only for the funding of capital expenditure, and only with the approval of Mebers as detailed in article 9.9.3, and only as budgeted for in ters of an annual business plan duly copiled and an annual budget duly fraed by the Directors, both business plan and budget having been duly approved by Mebers in general eeting in copliance with following provisions: Meorandu of Incorporation V of 42

25 The annual budget ust fund the activities and objectives specified in the annual business plan; The annual budget shall balance recurrent expenditure with projected revenue for the year in question. Funds ay not be borrowed to finance recurrent expenditure; If the business plan and/or budget for the current financial year is not approved by a ajority of Mebers at the AGM, the following procedure shall be followed: The Directors shall take iediate action to redress the situation in light of the discussion preceding the applicable resolution at the AGM A revised business plan and/or budget, as applicable, shall be forwarded within 1 (one) onth of the AGM to all Mebers of the Copany, who shall be deeed to have approved the revised business plan and/or budget The only exception to the rule in article shall be that the Directors ay secure short-ter overdraft facilities at the Copany s bank for the purpose of bridging gaps for periods of 3 (three) onths or less between: projected fee incoe fro Mebers already registered and whose ebership renewal fees are due, plus sponsorship and other incoe already secured, and current operating expenditure explicitly budgeted for in the Copany s annual budget to fund activities detailed in the Copany s annual business plan All proposals to borrow or raise oney except for the securing of short-ter bank overdraft facilities, including the ters for repayent and for securing the repayent of any sus to be borrowed, ust be proposed to the Board and approved by 2/3 (two-thirds) of the Board ebers. Such proposals ust further be tabled separately fro all other business as special resolutions for discussion and voting by Mebers in general eeting. Meorandu of Incorporation V of 42

26 9.10. Indenification Subject to a resolution supported by no less than two-thirds (2/3) of the Board, the Board ay: advance expenses to a Board eber to defend litigation in any proceedings arising out of that Board eber s service to the Copany; and ay directly or indirectly indenify a Board eber for expenses conteplated in article , irrespective of whether it has advanced those expenses, if the proceedings are abandoned or exculpate the Board eber, or arise in respect of any liability for which the Copany ay indenify the Board eber as provided in ters of sections 78(5) and (6) The Board ay indenify a Board eber in respect of any liability arising other than: as set out in section 77(3)(a), (b) or (c), any liability arising as a direct or indirect consequence of the Board eber having: acted in the nae of the Copany, signed anything on behalf of the Copany, or purported to bind the Copany or authorise the taking of any action by or on behalf of the Copany, despite knowing that the Board eber lacked the authority to do so; or acquiesced in the carrying on of the Copany s business despite knowing that it was being conducted in a anner which is reckless, grossly negligent, intending to defraud any person or for any fraudulent purpose; or been a party to an act or oission by the Copany despite knowing that the act or oission was calculated to defraud a creditor, eployee or Meber of the Copany, or had another fraudulent purpose, or any liability arising fro wilful isconduct or wilful breach of trust on the part of the Board eber; or Meorandu of Incorporation V of 42

27 any fine that ay be iposed on a Board eber of the Copany, or on a director of a related copany, as a consequence of that Board eber having been convicted of an offence, unless the conviction was based on strict liability The Board ay purchase insurance to protect: a Board eber against any liability or expenses for which the Copany is peritted to indenify a Board eber in accordance with article 9.9.2; or the Copany against any contingency including, but not liited to: any expenses that the Copany is peritted to advance in accordance with article , or for which the Copany is peritted to indenify a Board eber in accordance with article ; or any liability for which the Copany is peritted to indenify a Board eber in accordance with article The Copany is entitled to clai restitution fro a Board eber of the Copany for any oney paid directly or indirectly by the Copany to or on behalf of that Board eber in any anner inconsistent with this article Reuneration The reuneration of the Directors shall be recoended by the Directors and shall be approved by the Mebers in general eetings, subject to the provisions of articles and Where a Board eber renders additional services to the Copany, other than his/her services as a Board eber, such Board eber ay be reunerated for such services, provided that such reuneration is fair and reasonable Reiburseents Board ebers ay be reibursed for reasonable expenses incurred in the perforance of their duties, including travelling, subsistence and other Meorandu of Incorporation V of 42

28 reasonable expenses properly incurred Loans The Copany ay not provide a loan to, secure a debt or obligation of, or otherwise provide direct or indirect financial assistance to, a Board eber of the Copany, or to a person related to any such Board eber, unless it: is in the ordinary course of the Copany s business and for fair value; or constitutes an accountable advance to eet: legal expenses in relation to a atter concerning the Copany; or anticipated expenses to be incurred by the person on behalf of the Copany, or is to defray the person s expenses for reoval at the Copany s request; or is in ters of an eployee benefit schee generally available to all eployees or a specific class of eployees. 10. OFFICERS AND COMMITTEES 10.1.The Board ay appoint any officers it considers necessary to better achieve the stated objects of the Copany The Board ay appoint any nuber of coittees, and delegate to any such coittees any of the authority of the Board Any coittee appointed by the Board: ay include in any such coittees persons who are not Board ebers, provided that any such person ust not be ineligible or disqualified to be a Meorandu of Incorporation V of 42

29 director in ters of section ay consult with or receive advice fro any person; and has the full authority of the Board in respect of a atter referred to it The Board shall at the very least constitute the following coittees: Executive Coittee; Governance Advisory Coittee In addition, the Board should give consideration to constituting the following coittees: Portfolio Coittees (including, but not liited to, research, supervision, ethics, ebership criteria and standards of copetence, and arketing); Provincial Chapter Coittees; Special interest groups Executive Coittee: The Executive Coittee shall: Coprise of the President, Vice-President, Treasurer, Copany Secretary and Chairpersons of the Provincial Chapter Coittees of the Copany. The chairpersons of any other coittees that have been constituted by the Board (if any) ay, at the discretion of the Executive Coittee, be invited to attend eetings of the Executive Coittee, but shall not be entitled to vote; Have such roles and responsibilities as set out in this MOI, which shall include anageent of the ebership application and registration process and aintenance of the register of Mebers, or as deterined by the Board fro tie to tie Governance Advisory Coittee: The Governance Coittee shall: Be appointed by the Board; Meorandu of Incorporation V of 42

30 Coprise of the Copany Secretary, the chairperson of the Ethics Portfolio Coittee and 2 (two) other persons as noinated by the Ethics Portfolio Coittee, both of who ust be past office bearers; Assist the Board with its anageent duties in accordance with the recoendations of the King III Report on Corporate Governance insofar as these are applicable, without diinishing the responsibilities of the Board in fulfilling any such duties, which shall include, without being liited to, the role perfored and ordinarily expected fro an audit coittee as set out in section 94(7) of the Copanies Act Portfolio Coittees: If constituted, Portfolio Coittees shall: Consist of at least 2 (two) and no ore than 12 (twelve) Mebers; Include the office of Portfolio Chairperson and Portfolio Secretary, to be elected by the ebers of the coittee at the first eeting of the Portfolio Coittee; Define such other offices as desired to support their effective operation; Be reconstituted annually under the supervision of the Vice-President, within 1 (one) onth of the AGM, fro Mebers in good standing; Insofar as it is possible, have a representative fro each Provincial Chapter Coittee on each Portfolio Coittee; Provide technical support and assistance with the ipleentation of national policy and strategic plans adopted by the Board; On being forally constituted, draft its own Ters of Reference, subject to the provisions hereof, for review and approval by the Board. These Ters of Reference shall cover the Coittee s coposition, objectives, purpose and activities, delegated authority and extent of power to ake decisions and/or recoendations, tenure and reporting echaniss to the Board; Review its Ters of Reference annually iediately after its reconstitution Meorandu of Incorporation V of 42