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:
- CoR 15.1E, a standard form of the MOI wherein the incorporators select either the default clauses as defined in the,
- Companies Act, or select to override optional clauses by defining alternative clauses in,
- 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:
Incorporators
- African Aloe (Pty) Ltd
- Organic Aloe (Pty) Ltd
- Alcare (Pty) Ltd
- Kaloes (Pty) Ltd
- 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:
- The Board of Aloe Council of South Africa NPC may select one of its directors to serve as ex officio director the Board; and
- 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.