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Articles for December 2016

MOI V0.1

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Central to the registration of The Cape Aloe Movement NPC is, of course, the Memorandum of Incorporation. The MOI is the “Constitution” of the company that defines its raison d’etre and guides the behaviour of its members and Board. Although many of its “best practice” elements are fixed, written into the Companies Act, there are optional clauses in the Act that, unless overridden in the MOI, become part of the MOI. The bespoke wording of each overridden clause is attached to the standard MOI as Schedules.

So, the MOI is made up out of three pieces, which must be read together to get a full picture of the “Constitution” of the company:

  1. CoR 15.1E, a standard form of the MOI wherein the incorporators select either the default clauses as defined in the,
  2. Companies Act, or select to override optional clauses by defining alternative clauses in,
  3. Schedules 1 through 4 attached to Cor 15.1E

Here is a proposed version (V0.1) of CoR 15.1E including X-marks to indicate the use of the standards clauses or alternate clause. The remainder of this post contains and,or comments on the suggested alternate clauses to be added to Schedules 1 though 4.

Name of Company

The Cape Aloe Movement

Objects:

(See this post)

Incorporators
  1. African Aloe (Pty) Ltd
  2. Organic Aloe (Pty) Ltd
  3. Alcare (Pty) Ltd
  4. Kaloes (Pty) Ltd
  5. Cape Aloe SA (Pty) Ltd
Schedule 1, Part D – Memorandum of Incorporation and Company rules
(a)

As contemplated in section 16 (2) of the Act:

The company’s Memorandum of Incorporation may be amended at any other time if a special resolution to amend it is proposed by –

1) the Board of the company; or

2) 20% of the Community Representative members and 20% of the Trader / Converter, Standard members.

(b)

As contemplated in section 15 (3) to (5) of the Act:

The Board must publish any rules made in terms of section 15 (3) to (5) –

1) publishing it on the Company’s official (members only) web site; and

2) by delivering a copy of those rules to each Community Representative member and Trader / Converter, Standard member.

(c)

As contemplated in section 17 (1) of the Act:

The Company must publish a notice of any alteration of the Memorandum of Incorporation or the Rules, made in terms of section 17 (1) by –

1) publishing it on the Company’s official (members only) web site; and

2) by delivering a copy of those rules to each Community Representative member and Trader / Converter, Standard member.

Schedule 1, Part E – Terms and Conditions of Membership

1) The Company makes provision for voting members as well as non-voting members in four categories as defined below.

NOTE: We will need to clearly define each member type and the rules to become – and stay – a member in the Company Rules.

a) Traditional Commercial Tappers (non-voting) – Individuals that follow the tradition of independently harvesting Aloe ferox in the cape aloe region and selling the exudate to traders.

b) Community Representative (voting) – Individuals who have been democratically elected by tappers and, or micro trader / converters, in local communities (as defined by the NEMBA Act) to represent each community as a voting member.

c) Trader / Converter, Micro (non-voting) – Micro entities, as defined by the Small Business Act that trade in Aloe ferox raw material and, or produce intermediate or final products on a commercial basis.

d) Trader / Converter, Standard (voting) – Individuals or entities that trade in Aloe ferox raw material and, or produce intermediate or final products on a commercial basis.

2) Terms, conditions and licencing fees regarding membership of the four categories contemplated in subsection 1) above may be formulated in the rules of the Company.

Schedule 2, Part C – Authority of proxy to delegate

In terms of section 58 (3) of the Act:

Revoke section 58 (3) (b) and replace with –
a proxy may not delegate the proxy’s authority to act on behalf of the shareholder to another person.

Schedule 4, Part B – ex officio directors

In terms of section 66 (4) of the Act:

  1. The Board of Aloe Council of South Africa NPC may select one of its directors to serve as ex officio director the Board; and
  2. the Director-General of the Department of Environmental Affairs of South Africa may select a senior staff member of the Directorate – Biodiversity Economy and Sustainable Use to serve as ex officio director the Board.

 

Objects

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This is the same as is on the web site but, for the sake of clarity, here are the proposed “Objects” to be copied to form CoR 15.1E. (Long Standard Form Non Profit Companies with members). Please add any comments and, or objections to this post.

Objects

To unlock sustainable commercial value of Indigenous Cape Aloe to the benefit of all stakeholders as envisioned by the Nagoya Protocol whilst

  • preserving the unique rural entrepreneurial traditions of the region, and
  • preserving the natural and organic integrity of Cape Aloe raw material.

Membership Fees Structure

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In preparation for the registration of the NPC and considering how we align the activities of the movement with the BABS permits I would like to propose the following re the fee structure.

Discussion

The fee structure should make provision for the following expenses:

  1. Fixed company operational and admin expenses. These expenses have no direct bearing on, or does not go to, the objects of the NPC or the initiatives and projects of the movement but provide for the basis operational infrastructure of the movement. This is mostly non-discretionary and will be fixed during an annual budget cycle.
  2. All project based activities that derive from the “Objects” of the NPC. This may include direct, but non-monetary, benefit sharing activities. This is mostly discretionary expense and will be fixed during an annual budget cycle.
  3. Benefit sharing disbursements. This is not strictly a company “expense” but more of an administrative function to manage and coordinate the disbursement of benefit sharing monies.

Fee Structure

The fee structure should allow for:

  1. A fixed portion that is not MTA based and primarily required to balance the fixed operational budget. The contribution of each member will scale in accordance with its size according to the National Small Business Act.
  2. A portion based on Cape Aloe related turnover that goes towards, and determines, the annual project budget. (This may be replaced in future by GI mark “royalties”). (Recommend 0.5% of annual sales)
  3. A portion based on actual MTA/BSA based purchases in terms of BABS permits. (3% of purchase value as declared in terms of BABS permit requirements.