|
REPUBLIC OF SOUTH
AFRICA
COMPANIES ACT 1973
ARTICLES OF
ASSOCIATION OF A COMPANY
NOT HAVING A SHARE
CAPITAL
(Section 60(1);
Regulation 18)
REGISTRATION NUMBER
2002/027503/08 Updated Oct 2005
Name of Company:
SOUTH AFRICAN TYRE RECYCLING PROCESS COMPANY
(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 Association.
The Articles of
the Association are as follows:
INTERPRETATION
I. In these
presents the following words shall, unless the context clearly otherwise
indicates, have the meanings hereafter
assigned to them:
1.1 "Act"
means the Companies Act, No. 61 of 1973, as amended from time to time;
1.2 "auditors" means the
auditors of the Association;
1.3 "Association" means
this association being an association of the tyre industry for the promotion
of preventing pollution
of the
environment by used rubber products in South Africa (Association incorporated
under Section 21 of the Act);
1.4 "Board" means the
Board of Directors of the Association for the time being;
1.5 "Director" means a
Member of the board of Directors elected or appointed as provided for in the
articles of association;
1.6 "office" means the
registered office of the Association;
1.7 "these presents"
means the Articles of Association as originally framed or as amended from time
to time by special
resolution;
1.8 "in writing" means
writing, printed or lithographed or partly one and partly another, and other
modes of representing or
producing
words in a visible form;
1.9 "Member" means a
Member of the Association;
1.10 "Chairperson" means
the chairman as defined in the Act;
1.11 "Sector" means the
sector of the tyre market into which the Member falls;
1.12 "manufacturer" means
a local manufacturer of new tyres for sale in, or export from, the Republic of
South Africa.
1.13 "importer" means an
local importer of new tyres for sale in, transit through, or export from, the
Republic of South
Africa;
1.14 "retreader" means a
local producer of retreaded tyres for sale in, or export from, the Republic of
South Africa.
1.15 "month" means a
calendar month;
1.16 "year" means a
calendar year;
1.17 Headings to a clause or series
of clauses shall not be considered in interpreting such causes;
1.18 Subject to the above
interpretation of words and expressions defined in the Act shall have the same
meaning when
used in
these articles as in the Act.
1.19 unless the context otherwise
requires, any words importing the singular number shall also include the
plural number, and vice versa;
1.20 words importing any one gender
shall include the other genders;
1.21 words importing persons shall
include bodies corporate and vice versa;
1.22 subject as aforesaid, any
words, or expressions defined in the Act or any statutory modifications
thereof in force at
the date
on which these presents become binding on the
Association shall, if not inconsistent with the subject or context, bear the
same meaning in these presents.
1.23 "affiliate" means in
relation to any specified entity ("specified entity") : -
1.23.1 each entity which directly
or indirectly controls the specified entity; and
1.23.2 each entity in which the
specified entity, or any entity referred to in 1.23.1 has an interest;
(this article added by special resolution at the AGM held on 19 October 2005)
1.24 "control" shall have
the meaning ascribed to it in terms of the Competition Act No 89 of 1998 (as
amended)
(this article added by special
resolution at the AGM held on 19 October 2005)
1.25 "entity" means any
natural or juristic person, association, close corporation, company,
partnership, joint venture, trust, body corporate, and any similar entity;
(this article added by special
resolution at the AGM held on 19 October 2005)
1.26 "interest" means, in
relation to any entity, any direct or indirect proprietary interest (whether or
not represented by
any stock,
share, debenture, linked unit, unit of stock issued in place
of shares, and option on stocks, share, debenture and all such units and any
other instrument) in the affairs of that
entity;
(this article added by special
resolution at the AGM held on 19 October 2005)
2.
Founder Members
The founder
Members of the Association shall be:
2.1 Representing
the Manufacturers Sector
Bridgestone/Firestone
South Africa (Pty) Ltd
Continental Tyre
(SA) (Pty) Ltd
Dunlop Tyres
(Pty) Ltd
Goodyear S.A.
(Pty) Ltd
2.2 Representing
the Importers Sector
Michelin Tyre
Company South Africa (Pty) Ltd
Pirelli Tyre
(Pty) Ltd
Yokohama
Southern Africa (Pty) Ltd
2.3 Representing
the Retreaders Sector
MaxiPrest
Tyres (Pty) Ltd
Trentyre
(Pty) Ltd
The subscribers to
the Memorandum and Articles of Association shall be represented by:
4 from 2.1
3 from 2.2
2 from 2.3
above
3.
Future Members
3.1 Only
institutions, and any other bodies corporate, statutory bodies, partnerships
and associations of
persons who Manufacture, Import, or Retread tyres shall qualify to be
Members.
3.2 All such
Manufacturers, Importers or Retreaders, will be invited to apply to become
Members.
3.3 All
applicants will be required to sign the Membership agreement as a
precondition to membership.
3.4 The Board
shall adjudicate on all applications for membership and have the absolute
discretion as to
whether any such Members name shall be entered in the register.
3.5 A Member
shall only be recognised as such, when its name has been entered upon the
Register of
Members.
4.
Membership
4.1 The Association
shall at its registered office keep a Register of Members as provided for in
Section 105
of the Act, and shall enter therein the names and addresses of its Members,
the date on which the
name of each person was entered into the register as a Member and date upon
which any person
ceased to be a Member. The Register of Members shall be open to inspection as
provided for in Section
113 of the Act.
4.2 The rights,
benefits, privileges and obligations of Membership are not transferable.
4.3 Members shall
treat as confidential all information concerning the Association acquired as
Members.
5.
Number of Members
5.1 The number of
Members of the Association shall be unlimited, save that it shall at no time
be less than
7 (seven).
6.
Termination of Membership
A Member shall cease to be a Member in the following circumstances:
6.1 Upon the
issue of a final order of sequestration or liquidation; or
6.2 Upon winding
up or deregistration of a Member; or
6.3 Upon written
resignation, to take effect 90 (ninety) days after notification to the Board
6.4 Upon
expulsion in General Meeting by a majority of the Members representing not
less than 75% of the
total voting rights.
6.5 Upon the
Member, or any affiliate of the Member, receiving, or becoming interested in
any entity that
receives, any payment or other commercial benefit from the Company.
(this article added by special
resolution at the AGM held on 19 October 2005)
7.
Annual General Meeting
The Association
shall hold an Annual General Meeting not later than 9 (nine) months after the
end of each financial year, in addition to any other General Meeting held
during the year, and shall designate the meeting such in the notice convening
the meeting. Not more that 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.
8.
General Meetings
8.1 All General
Meetings other than the Annual General Meeting shall be referred to simply as
General Meetings.
8.2 Other General
Meetings of the Company may be held at any time.
8.3 Annual General
Meetings and other General Meetings shall be held at such time and place as
the Directors may
appoint or at such time and place as may be stipulated in respect of meetings
convened under Sections 179(4), 181,
182 or 183 of the Act.
9.
Notice of Meetings
9.1 An Annual General
Meeting and a General Meeting called for the passing of a special resolution
shall be called by at
least 21 (twenty one) clear days notice in writing, and any other General
Meeting shall be called by at least 14
(fourteen) clear days notice in writing. In each case the notice shall be
exclusive of the day on which it is served, and
of the day for which it is given, and shall specify the place, the day and the
hour of the meeting and, in the case of
special business, in addition to any other requirements contained in these
presents, the general nature of that
business, and in the case of a special resolution, the terms and effect of that
resolution and the reason for it shall be
given in the manner hereinafter mentioned or in such other manner, if any, as
may be prescribed by the Association in
General Meetings, to such persons as are, under the Articles of Association
entitled to receive such notice.
9.2 The accidental
omission to give notice of a meeting or of any resolution, or to give any other
notification, or present
any document required to be given or sent in terms of these presents, or in
terms of the Act, or the non-receipt of any
such notice, notification or document by any Member or other person entitled to
receive same, shall not invalidate the
proceedings at, or any resolution of any meeting.
9.3 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 95% (ninety five
percent) of the total voting rights of all
Members having at the said date the right to vote at General Meetings of the
Company
10.
Proceedings at Annual General Meetings
The business of an
Annual General Meeting shall be to:
10.1 Receive and
consider the Annual Financial Statements and the Auditors Report;
10.2 Appoint the
Auditors and fix their remuneration;
10.3 Elect
Directors for the ensuing year;
10.4 Deal with any
other business laid before it. All other business or business laid before any
other General Meeting
shall be considered special business, and
10.5 Deal with
resolutions of which notice has been given in accordance with Section 185 of
the Act.
10.6 The outgoing
Chairperson of the Board will chair the Annual General Meeting until the close
of that meeting.
11.
Quorum for General Meetings
11.1 No business
shall be transacted at a General Meeting unless a quorum of Members is present
at the time when the
meeting proceeds to business. Save as herein otherwise provided, 7 (seven)
Members present in person or by proxy
shall be a quorum provided that at least 2 (two) Members of each Sector are
present.
11.2 If within half
an hour from 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 two weeks
time at the same time and place, or to such other date, not sooner than 14
(fourteen) days after the date of the
adjourned meeting and such other time and place as the Chairperson may
determine, and if at the adjourned meeting
a quorum is not present within half an hour from the time appointed for the
meeting the Members present shall be a
quorum.
12.
Inspection of minutes
The minutes kept of
every General Meeting and Annual General Meeting of the Association under
Section 204 of the Act may be inspected and copied as provided in Section 206
of the Act.
13.
Votes of Members
13.1 Votes shall
initially be allocated to the Founder Members according to their assumed
percentage market share for
the year preceding the date of registration of the Company. For the purpose of
calculating and awarding votes to
Sectors a total of 1000 (one thousand) votes will be taken as equivalent to
100% (100 percent) and votes will be
allocated according to the percentage market share of each Sector as assumed.
13.2 The assumed
market share and votes at the first Annual General Meeting will be:
Manufacturers
Sector 50.00% 500 votes
Importers
Sector 30.00% 300 votes
Retreaders
Sector 20.00% 200 votes
13.3 At the second
Annual General Meeting and thereafter the votes will be reallocated to the
three Sectors according
to their levy payments to the Auditor for the previous financial year.
13.4 This
article deleted by special resolution at the AGM held on 19 October 2005.
13.5 This
article deleted by special resolution at the AGM held on 19 October 2005.
13.6 Election of the
Directors shall be by majority vote of the Members, regardless of Sector,
exercising their allocated
votes.
13.7 The Chairperson
of the Board shall preside as Chairperson at every General Meeting of the
Association .
13.8 Any corporation
which is a Member of the Association may authorise such person as it sees fit to
act as its
representative at any meeting of the Association, and the person so authorised
shall be entitled to exercise the same
powers on behalf of the corporation which he represents as that corporation
could exercise if it were an individual
Member of the Association.
14. Proxies
14.1 The instrument
appointing a proxy shall be in writing under the hand of the appointer or if the
appointer is a body
corporate, under the hand of an officer authorised by the body corporate. A
proxy need not be a Member of the
Association.
14.2 The instrument
appointing a proxy shall be deposited at the registered office of the
Association at least 24 (twenty
four) hours before the time for holding the meeting at which the person named in
the instrument proposes to vote, and
in default of complying herewith the instrument of proxy shall not be treated as
valid. No instrument appointing a proxy
shall be valid after the expiration of 6 (six) months from the date when it was
signed, unless so specifically stated in
the proxy itself, and no proxy shall be used at an adjourned meeting which could
not have been used at the original
meeting.
14.3 A Member shall
not be entitled to appoint more than 1 (one) proxy.
14.4 The instrument
appointing a proxy shall be in the following form or as near thereto as
circumstances permit:
(Association
Incorporated Under Section 21)
I,
.of
.being
a Member of
.hereby
appoint
of
. or failing him
.. or failing him the Chairperson
of the meeting as my proxy to vote for me and on my behalf at the Annual
General Meeting (as the case may be) of the Association to be held on the
day of
..and at any adjournment
thereof as follows:
In Favour
Of Against Abstain
Resolution No. 1
................... .................. ................
Resolution No. 2
................... .................. ................
Resolution No. 3
................... .................. ................
(Indicate
instruction to proxy by way of cross in space provided above).
Unless otherwise
instructed, my proxy may vote as he thinks fit.
Signed this
.............................. day of
.......................................... 2001.
.................................................
Signature
NOTE : A
Member entitled to attend and vote is entitled to appoint a proxy to attend,
speak and vote in his stead and such proxy need not also be a Member of the
Association.
15.
Conduct of Affairs
The affairs of the
Company shall be conducted and managed by the Board 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 and which shall invalidate any prior act of
the Directors which would have been valid if such regulations had not been
made.
16.
Directors
16.1 The Company
Board of Directors will consist of a minimum of 6 (six) executive Directors,
subject to the provision of
paragraph 16.3, elected by the Sectors, exercising their allocated votes.
16.2 Each Sector
will be entitled to be represented by a pro-rata number of Directors according
to that Sectors total share
of the levy payments for the previous year. Normal arithmetic principles will
apply to fractions, with values of 0.5 or
above being rounded up and below 0.5 being rounded down, subject to the
provision of paragraph 16.3.
16.3 If a Sector is
not entitled to be represented on the Board, due to their representation being
below 0.5, the number of
elected Directors will be increased to allow for an additional executive
Director to be elected.
16.4 A Director
shall be a natural person but need not himself be a Director or employee of a
Member of the Association.
A Director, however, by accepting his appointment to office as such, shall be
deemed to have agreed to be bound by
all the provisions of these presents.
16.5 Unless the
Members otherwise determine in General Meeting, any casual vacancy occurring
on the Board may be
filled by the Directors, provided such Director is nominated by the particular
Sector from which the casual vacancy has
occurred.
16.6 The
Association may by ordinary resolution of which special notice has been given
in accordance with Section 220 of
the Act remove any Director, notwithstanding anything to the contrary
contained in these articles or in any agreement
between the Company and such Director.
16.7 A vacancy
created by the removal of a Director under Article 16.6 may be filled by the
Board as a casual vacancy in
terms of Article 16.5 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.
16.8 Each Director
shall have the power to nominate a person possessing the necessary
qualifications of a Director, to
act as alternate Director in his place during his absence or inability to act,
provided that the appointment of an
alternate Director shall be approved by the Board, and on such appointment
being made, the alternate Director shall,
in all respects, be subject to the terms, qualifications and conditions
existing with reference to the other Directors of
the Company.
16.9 An alternate
Director, whilst acting in the stead of the Director who appointed him, shall
cease to hold office,
whenever the Director who appointed him ceases to be a Director or gives
notice to the secretary of the Company that
the alternate Director representing him has ceased to do so. In the event of
the disqualification or resignation of any
alternate Director during the absence or inability to act of the Director whom
he represents, the vacancy so arising
shall be filled by the Chairperson of the Board who shall nominate a person,
who is a nominee of the particular Sector
from which such vacancy has occurred, subject to the approval of the Board.
16.10 The Directors
will have full voting rights at meetings of the Board with one vote per
Director.
16.11 The Board
shall elect annually, immediately after the Annual General Meeting, a
Chairperson.
16.12 The Board
shall appoint a CEO of the Association to act as manager in accordance with
the policy and decision of
the Board. The CEO will not be a Director of the Company.
(this article
amended by special resolution at the AGM held on 19 October 2005)
16.13 The CEO will
be appointed on a contract basis, the duration and terms of which are to be
decided by the Board and
will remain in office until the expiry of the contract at which time he may be
re-appointed or replaced by a new
appointee.
16.14 The CEO will
attend all Board meetings but will not vote at such meetings and will recuse
himself should the matter
under discussion involve the position of CEO.
(this article amended
by special resolution at the AGM held on 19 October 2005)
16.15 In the case
of an equality of votes the Chairperson shall be entitled to a second or
casting vote.
16.16 The
continuing Members of the Board may act notwithstanding any vacancy in their
number, but, if and so long as
that number is reduced below the number fixed by or pursuant to these presents
as the minimum number required
for the transaction of business of the Board, the continuing Members of the
Board may act for the purpose of
increasing the number of Members of the Board to that number, or of summoning
a General Meeting of the
Association, but for no other purpose.
17.
Rotation of Directors
All the Directors
shall retire from office at the Annual General Meeting and may be re-elected.
The Directors shall
then elect a Chairperson at the first meeting of the Board after the Annual
General Meeting.
18.
Quorum of Board of Directors
18.1 The quorum
necessary for the transacting of business at a meeting of Directors shall be 3
(three)
Directors elected by the members representing at least 2 (two) Sectors.
19.
Powers of Directors
19.1 Subject to the
express provisions of these presents, the Directors shall manage and control
the affairs of the
Association and do whatever they consider appropriate to achieve the objects
of the Association.
19.2 The Directors
shall be entitled to appoint Committees consisting of such number of their
members and such
outsiders, as they deem fit and to delegate to such Committees such of their
functions, powers and duties as they
may deem fit, with further power to vary or revoke such appointments and
delegations as they may from time to
time deem necessary. 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.
19.3 The Directors
may entrust the management and handling of the day-to-day affairs of the
Association to an Executive
Committee consisting of the Chairperson, CEO and 2 (two) Directors occupying
the office from time to time. The
executive committee must have representation from at least two Sectors.
19.4 The Board may
from time to time entrust to or confer upon a Director, CEO, other official of
the Association, or
Committee for the time being such of the powers and authorities vested in it
as it may think fit, and may confer such
powers and authorities for such time and to be exercised for such objects and
purposes and upon such terms and
conditions and with 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, and may, from time to time revoke or vary all or any of such powers and
authorities.
19.5 The Board
shall have the right to co-opt onto the Board for assistance any person or
persons with specialist
knowledge. A co-opted Director need not necessarily be a Member of the
Association. The appointment of a co-opted
Director shall cease at the Annual General Meeting following his appointment.
(this article amended by special resolution at the AGM held on 19 October 2005)
19.6 The awarding of
contracts is to be done by the Board or Executive Committee if delegated to it.
The financial
limitation of contracts awarded by the Executive Committee is to be decided
annually by the Board.
19.7 This
article added by special resolution at the AGM held on 13 October 2004 and
deleted by special resolution at the AGM held on
19 October 2005.
20.
Committees and Committee Chairperson
20.1 The
Chairperson of the Board shall be the Chairperson of the Executive Committee.
20.2 All other
Committees may elect a Chairperson of its meetings; if no such Chairperson is
elected, or if at any meeting
the Chairperson is not present within 15 (fifteen) minutes after the time
called for the meeting, or in the event of his
inability or unwillingness to act, the members present may choose one of their
number to be Chairperson.
20.3 A 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 of the committee present and in case of an
equality of votes the Chairperson shall
have a second or casting vote.
21.
Vacation of Office of Directors
A Director shall be
deemed to have vacated his office as such if he:
21.1 Ceases to be
a Director by virtue of Section 218(1) of the Act: or
21.2 Becomes
insolvent, assigns his estate for the benefit of his creditors or makes any
arrangement or
composition with his creditors generally; or
21.3 Becomes
prohibited from being a Member of the Board by reason of any order of Court
in terms of Section 219 of
the Act; or
21.4 Becomes of
unsound mind; or
21.5 Becomes
disqualified to act as a Director in terms of the provisions of the Act; or
21.6 Resigns his
office by notice in writing to the Association; or
21.7 Absents
himself from 2 (two) consecutive Board meetings without special leave of
absence and it is resolved that
his office be vacated: or
21.8 Is removed
from office as provided in Section 220 of the Act.
21.9 Receives, or
is interested in any entity that receives, any payment or other commercial
benefit form the Company;
(this article added by special
resolution at the AGM held on 19 October 2005)
21.10 Is not
independent in relation to an entity which receives or has an affiliate which
receives any payment or other
commercial benefit from the Company. In this 21.10 the phrase
"independent in relation to an entity" shall mean being
free from any business or other relationship with that entity which could be
seen to interfere with the Directors
capacity to act independently of that entity.
(this article added by special
resolution at the AGM held on 19 October 2005)
22.
Directors Remuneration
Directors shall not
be entitled to receive remuneration for their services as Directors. Should a
Director be required by the Board to carry out any special task reasonable
remuneration for services actually rendered to the Company will be remunerated
at a rate to be determined by the Board.
23.
Proceedings of Directors
23.1 The
Directors may meet together for the dispatch of business, adjourn and
otherwise regulate their meetings as they
may think fit subject to any provisions of these presents.
23.2 The Board
shall so meet at least 2 (two) times a year.
23.3 Any
resolution of the Board shall be carried on a simple majority of all votes
cast. In the case of equality of votes for
and against any resolution, the Chairperson shall be entitled to a second or
casting vote.
23.4 Members of
the Board shall be given at least 14 (fourteen) days notice of a meeting of
the Board of Directors. Any
Member of the Board entitled to receive notice of meetings of the Board may
waive the requirements for such notice.
23.5 Every
Director shall be entitled to receive notice of all meetings of the Board.
23.6 A member of
the Board shall declare to the Board any conflict of interest regarding the
awarding of contracts.
23.7 A member of
the Board shall not vote in respect of any contract in which he is directly
or indirectly interested or any
matters arising there out, and if he does so vote, his vote shall not be
counted.
23.8 Save as
provided in these presents, the proceedings of any Directors meeting
shall be conducted in such
reasonable manner and form, as the Chairperson of the meeting shall decide.
24.
Levy
24.1 A levy will be
raised by the Association to prevent pollution of the environment by
administering the collection,
transportation and delivery of scrap tyres to the recycling industry.
24.2 This levy will
be determined from time to time by the Board on the volume of tyres sales and
shall be paid by the
Members, monthly in arrears, to the Association.
24.3 The Board will
determine, from time to time, what categories of tyres will be subject to the
levy, subject to the proviso
that all tyres within the same market shall be subjected to the same levy at
the same time.
(this article amended by special
resolution at the AGM held on 19 October 2005)
24.4 Members will
recover the levy from their customers, as a separate line item, without any
additional margin.
24.5 The levy is to
be transparent to the industry and the consumer.
24.6 The levy is
not applicable to export sales.
24.7 VAT is payable
on the levy.
24.8 Members
withholding the levy will be subject to legal proceedings for the outstanding
levies and will be reported to
environmental agencies as being delinquent.
24.9 Members and
their subsidiaries shall be obliged to each other to declare its tyre sales
volumes, within the Republic
of South Africa, on a monthly basis by providing the information to the
auditors.
24.10 For purposes
of this paragraph the term "tyres" shall mean all tyre and related
rubber products as defined by
consensus of the Board.
25.
Minutes and Minute Book
The Directors
shall, in terms of Section 204 of the Act, cause minutes to be kept of:
25.1 All
appointments of Directors, managers and officers;
25.2 The names of
Directors and managers present at every meeting of the Association;
25.3 All
proceedings at all meetings of the Association and of the Directors or
managers.
Such minutes
shall be signed by the Chairperson of the meeting at which the proceedings
took place or by the Chairperson of next succeeding meeting.
26.
Written Resolutions
A resolution in
writing signed by all the Members of the board of Directors present in the
Republic of South Africa at the time of signing shall be as valid and
effective as if it had been passed at a meeting of the board of Directors
duly called and constituted.
27.
Validity of Acts
All acts done 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 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 appointed or
had duly continued in office, or was qualified and had continued to be a
Director or had been entitled to vote as a Director.
28.
Accounting Records
28.1 The
Directors shall cause such accounting records as are prescribed by Section
284 of the Act to be kept.
28.2 The
accounting records shall be kept at the registered office of the Association
or (subject to the provisions of
Section 284 of the Act) at such other place or places as the Directors think
fit, and shall always be open to inspection
by the Directors.
28.3 The
Directors shall from time to time determine whether and to what extent and
at what times and places and under
what conditions or regulations the accounting records of the Association or
any of them shall be open to inspection by
Members not being Directors, and no Member (not being a Director) shall have
any right of inspecting any accounting
records or documents of the Association except as conferred by the Act or
authorised by the Directors or by the
Association in General Meeting.
29.
Audit procedures
An independent
Audit Company will be appointed in accordance with chapter "X" of
the Act to perform the following services:
29.1 Levy
 |
Receive the
monthly contributions from the Members on or before the 10th
day of each and every month. |
|
Pay this over
to the Association as a lump sum on or before the 15th day of
each and every month. |
|
Maintain the
confidentiality of the individual Members levy contributions. |
29.2 Fiscal Audit
|
Audit the
levy payments by the Members at least once a year. |
|
Audit the
Company and its operations as per the Board of Directors instructions. |
|
Report at the
Annual General Meeting on the financial affairs and governance of the
Company. |
29.3
Environmental Audit
|
Audit the
Association according to the SATRP Company environmental policy as
adopted by the Board. |
30.
Annual Financial Statements
30.1 The
Directors shall from time to time, in accordance with Section 286 and 288 of
the Act, cause to be prepared and
laid before the Association in General Meeting such annual financial
statements as are referred to in those sections.
30.2 A copy of
the annual financial statements (consisting of the documents specified in
Section 286 of the Act) which
are to be laid before the Association in General Meeting, together with a
copy of the Auditors report, shall not less
than 21 (twenty one) days before the date fixed for the meeting be sent
to all persons entitled to receive notice of
General Meetings; provided that this article shall not require a copy of
those documents to be sent to any person of
whose address the Association is unaware.
31.
Auditors Report
The Auditors
report shall be read before the Association in General Meeting and shall be
open for inspection as required by the Act.
32.
Notices
32.1 A notice may
be given by the Association to any Member either by advertisement or
personally, or sending it by post
in a pre-paid letter, envelope or wrapper addressed to such Member at his
registered address or (if he has no
registered address in the Republic) at the address (if any) within the
Republic supplied by him to the Association for
the giving of notices to him.
32.2 Notice of
General Meeting shall be given in any manner authorised:
|
To every
Member of the Association except, in the case of notices to be given
personally or sent by post those Members who |
(having no registered address within the Republic) have not supplied to the
Association an address within the
Republic for the giving of notices to them.
|
To the
auditor for the time being of the Association |
|
To every
Director of the Association. |
|
No other
person shall be entitled to receive notice of General Meetings. |
32.3 Any notice
by post shall be deemed to have been served at the time when the letter,
envelope or wrapper containing
the same was posted and in proving the giving of the notice by post, it
shall be sufficient to prove that the letter,
envelope or wrapper containing the notice was properly addressed and posted.
32.4 The
signature to any notice given by the Association may be written or printed,
or partly written or partly printed.
32.5 When a given
number of days notice extending over any period is required to be given,
the day of service and the
day of meeting shall not be counted in such number of days or period.
33.
Permitted Alterations
The Company may alter the
provisions of its Memorandum and Articles of Association by special
resolution.
34.
Conflict
If any 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.
35.
Indemnity and Responsibility
35.1 Every
Director, manager, secretary and other officer or servant of the Company
shall be indemnified by the
Association against, and it shall be the duty of the Directors out of the
funds of the Association 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 that capacity or
in any way in the bona fide discharge of his
duties.
35.2 No Director,
manager, secretary or other officer or servant of the Company shall be
liable for any act, omission or
failure of any other Director or officer or servant, or for joining in any
such act or omission or failure, or for loss or
expenses suffered by the Association through the inadequate or incomplete
title to any property acquired by order of
the 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 of 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 judgment 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.
36.
Winding up
Upon its winding
up, deregistration, or dissolution, the assets of the Association remaining
after the satisfaction of all its liabilities shall be given or transferred
to some other association or institution or association or institution
having objects similar to its main object and which is exempt from income
tax which association or institution is to be determined by the Members of
the Association on or before the time of its dissolution or, failing such
determination, by the Court.
| 
