Memorandum of association

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MEMORANDUM OF ASSOCIATION

Contents

Name

(a) The name of the Company is Wikimedia South Africa
(b) The shortened form of the name of the Company is Wikimedia ZA

Purpose describing the main business

The main business which the Company is to carry on:

“The Wikimedia South Africa Chapter aims to support a vibrant multilingual and multicultural content community that generates and disseminates content that is used and understood by the local and global community; in doing so to facilitate contributions to the commons of African knowledge; to promote free access to knowledge in all South African languages in order to support development; to collect and disseminate information about, but not exclusive to, South Africa; and to contribute to the creation of free and open knowledge in South Africa.”

Main Object / Other Objectives

(1) The main object of the Company is:

“To support a vibrant multilingual and multicultural content community that generates and disseminates content that is used and understood by the local and global community. In doing so, the project will provide a channel for communication between the Wikimedia community, other free culture and open software communities, and institutions and repositories that are the guardians of local content, with goal to further awareness and understanding of the Wikimedia projects; and ultimately to ensure access to knowledge for all South Africans.”

(2) Other Objectives include:

(a) To develop and support the South African Wikimedia communities;
(b) To protect, preserve and promote local cultures, other African Wikimedia communities and the greater communities of free culture and open software;
(c) To support and facilitate the sharing of knowledge in all South African languages, thus contributing to the development of local language on Wikimedia;
(d) To spread awareness of the Wikimedia projects as a significant resource within universities, archives, museums and other relevant communities, and to also actively engage with them; and
(e) Act as the conduit between editors, writers and specialists within the community to support the growth and sustainability of high quality local content.

Ancillary Objects Excluded

The specific ancillary objects, if any, referred to in section 33 (1) of the Act, which are excluded from the unlimited ancillary objects of the Company:

No specific ancillary objects are excluded.

Powers

(1) The specific powers or part of any powers of the company, if any, which are excluded from plenary powers of the powers set out in Schedule 2 to the Act:

The company shall not be entitled to distribute in specie or in kind any of its assets among its members.

(2) The specific powers or part of any specific powers of the company set out in Schedule 2 to the Act if any which are qualified under the Act are:

(a) Power (g) to be modified to read as follows:

To invest its funds available for investment only with a financial institution as defined in section 1 of the Financial Institutions (Investment of Funds) Act 39 of 1984, in securities listed on a stock exchange as defined in the Stock Exchange Control Act 1 of 1985 or in such other prudent investments as the Commissioner may determine, provided that other investments acquired by donation, bequest or inheritance may be retained as provided by the Income Tax Act 58 of 1962 or its successors, in the form that it was acquired.

(b) Power (k) to be modified to read as follows:

To form and to have an interest in any company or companies or associations having the same or similar objects to the company, and which, if the company is exempt from tax, is also exempt, for the purpose of acquiring the undertaking or all or any of the assets or liabilities of that company or companies or associations or for any other purpose which may seem, directly or indirectly, calculated to benefit the company, and to transfer to any such company or companies or associations the undertaking or all or any assets or liabilities of the company.

(3) Power (l) to be modified to read as follows:

To amalgamate with other companies having the same or similar objects to the company which, if the company is exempt from taxation, are also so exempt.

(4) Power (m) to be modified to read as follows:

To take part in any management, supervision and control of business or operations of any other company or business having the same or similar objects as the company and to enter into partnerships having the same or similar objects as the company provided that if this company is exempt from tax, the company or association will also be so exempt.

(5) Power (n) to be modified to read as follows:

To remunerate any person or persons in cash or otherwise for services rendered in its formation or in the development of its business provided that such remuneration shall not be excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered.

(6) Power (o) to be modified to read as follows:

To make donations only to organisations having the same or similar objects to that of the company and which, if the company is exempt from tax are also so exempt.

(7) Power (r) to be modified to read as follows:

To pay gratuities and pensions and to establish pension schemes and medical aid schemes and any incentive schemes in respect of its directors, officers and employees.

Conditions

Any special conditions which apply to the Company and the requirements, if any, additional to those prescribed in the Act for their alteration are:

1. The income and property of the company whencesoever derived shall be applied solely towards the promotion of its main object and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the company or to its holding company or subsidiary: Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration which is not excessive, having regard to what is generally considered reasonable in the sector and in relation to the service rendered to any officer or servant of the company or to any member thereof in return of any services actually rendered to the company.

2. Upon its winding-up, deregistration or dissolution the assets of the company remaining after the satisfaction of all its liabilities, shall be given or transferred to some other association or institution or associations or institutions having objects similar to its main object, to be determined by the members of the company at or before the time of its dissolution or, failing such determination, by the court provided that in any event such other association or institutions shall be public benefit organisations within the Republic of South Africa which if the company is exempt from tax are themselves exempt from tax.

3. The company may not carry on any business undertaking or trading activity otherwise than to the extent that:

(a) the gross income derived from such business does not exceed the amounts set out in the Income Tax Act section 30(3)(b) or its successor; (b) the undertaking is directly related to the sole object of the company and the activity is carried out on a basis substantially the whole of which is directed towards the recovery of cost and which would not result in unfair competition in relation to taxable entities; (c) the undertaking or activity, if it does not fall within (ii) because it is not directly related to the sole object of the company, is of an occasional nature and is undertaken substantially with assistance on a voluntary basis without compensation; or (d) the activity has been approved by the Minister by notice in the Gazette.

4. The company may not accept any donation which is revocable at the instance of the donor for reasons other than a material failure to the designated purposes and conditions of such donation, including a misrepresentation with regard to the tax deductibility thereof in terms of section 18A or its successor: Provided that the donor may not impose conditions which could enable such donor or any connected person in relation to such donor to derive some direct or indirect benefit from the application of such donation.

5. The company is required to submit to the Commissioner a copy of any amendment to its memorandum of association and articles of association.

Pre-incorporation contracts (if any)

N/A

Guarantee

(a) The liability of members is limited to the amount referred to in paragraph (b).

(b) Each member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member or within one year afterwards, for payment of the debts and liabilities of the Company contracted before he ceases to be a member, and of the costs, charges and expenses of the winding up, and for adjustment of the rights of the contributories among themselves an amount of 1 rand.

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