Talk:Article of Association

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  • Powers (6): exempt in which country? Does exempt in the USA also count, for example? Effeietsanders 14:54, 5 October 2010 (UTC)
That's quite a technical question, and I don't really know whether we need to bother with this level of detail: I suppose it has to do with SA tax law - we can't use the Foundation as a shell to take in money without paying tax on it and then donate it to a profit-making company. I also don't think it's ever going to be a concern for us: we'd only ever give money to any kind of profit-making company as payment for services - donations to non-profit organisations could possibly be in our future if it furthers our aims (for example supporting the Putsondergat Heritage Club so that they can buy a video recorder to collect old-timers' stories under an open license?) --Slashme 18:24, 12 November 2010 (UTC)
I assume it just is supposed (by ZA tax requirements?) to mean exempt under ZA law, but it would be good to state that explicitely I guess :) Effeietsanders 14:40, 7 December 2010 (UTC)


Tobias should please take a look at the following comments, as per David's email.

General comments / missing

Notice "in writing"

Can we add this to the definitions? --Slashme 07:02, 13 November 2010 (UTC)

  • Where a member has supplied an email address, email sent to that member (whether personally or through a mailing list) shall constitute notice in writing.

Tobias, 27 January 2011: I still think this is not necessary In my previous comments I already mentioned the following:
"We can – and perhaps should to make things clear. This said, the ECT Act of 2002 gives full legal force and effect to data messages, including emails (see sec 11 and 12 ECT Act)."
What I should have added is that s16 (in 16.1.3. and 16.4) - and s 16 deals expressly with notices - as well as s 5.4.3 and 14.5 do make specific mention of electronic/ email notices . Do you agree?

Kerryn, 1 February 2011: Not sure what we need to agree here? Do we leave as is, or change ... sorry not sure! Kaydee 68 12:20, 1 February 2011 (UTC)

Leave as is: the law already covers this, so we don't have to. --Slashme 12:49, 1 February 2011 (UTC)
Yes check.svg Done Seems like this is sorted. LouriePieterse 13:19, 1 February 2011 (UTC)

4 Members

Expulsion conditions

  • 4.4.4 This seems a bit vague to me: under what circumstances would this be done? Does the member being removed have redress or a chance to explain? --Slashme 23:03, 2 October 2010 (UTC)
I agree with David that this point needs some clarification. Can't we included a option for the member to appeal his removal? LouriePieterse 12:57, 13 October 2010 (UTC)
I think we should definitely add a point that states the person could ask for an appeal. Can someone with some legal experience please help us with the wording for this? LouriePieterse 12:41, 7 November 2010 (UTC)
  • 4.4.4 - removal from membership, expulsion. The procedure is somewhat unclear. There are even two options (members or directors), it would be clearer if the only option would be the members. Or is this defined in the Statutes already? Effeietsanders 14:39, 5 October 2010 (UTC)
I see that just as David (Slashme) you also raised a question about this point. Can't we write the document in such a way that there are different methods of removal for the different options? I believe that there should definitely be a different process to remove a director than for a member. See my comment on what David said. LouriePieterse 13:14, 13 October 2010 (UTC)
Please also see the above comment. LouriePieterse 12:48, 7 November 2010 (UTC)

Tobias, 27 January 2011: In Kerryn's latest email, she only asked "Can we include an option for appealing his / her removal?". From this I take that there is now consensus that directors should also be able to remove members as suggested by me? For the remaining question, I proposed to perhaps introduce a reviewing process for such decisions at the Annual General Meetings – if such review is requested by the member concerned – based upon statements by both the removed member and the directors? Is this what you want now? So to answer your question: yes, we can do that. Just let me know what you want.

Kerryn, 1 February 2011: Team to revert back to Tobias regarding above discussion.

  • Are we happy with the suggestion that directors are able to remove members?
  • If so, suggest that as per Tobias we add a clause for a reviewing process.
  • If you agree we need to ask Tobias to word this for us.

Kaydee 68 12:31, 1 February 2011 (UTC)

I'm probably confused, but I am almost sure I saw some proposed wording for this; however, I can't find it in my email. If we don't have a proposal, it would be great if Tobias could make one. --Slashme 13:18, 1 February 2011 (UTC)
Agreed. LouriePieterse 13:23, 1 February 2011 (UTC)

5 Meetings of members

  • It is not clear to me if video links would be possible. Especially when you have a big country like South Africa (and I don't know how easily people travel from one city to the other) it might be worth while to make this explicitely possible in your articles of association. You might want to check with the Australians who have a lot of experience with this (and perhaps also have a similar law system?) what would be necessary. I found a reference in 7.6, but only that there is a formal request - perhaps it would be worth while to specify this in a special sub-article? Effeietsanders 14:39, 5 October 2010 (UTC)
I am not actually sure what you want to know here Lodewijk. What am I missing? :) LouriePieterse 13:59, 7 November 2010 (UTC)
What I was wondering about is whether it is possible to have your General Meeting in Johannesburg, and have a group of people join the meeting on distance in Capetown with a video link through Skype for example. That would save them quite a trip, which some might not be able to afford. Would that be something that you would want to be possible? From the current set, it is not clear to me if it would be allowed. Effeietsanders 21:12, 7 November 2010 (UTC)
I am with EIA here. Section 6.3 says "personally present", but we've been running AGMs for SAGA via text chat over various forums for years. Let's build this into our constitution. --Slashme 07:23, 13 November 2010 (UTC)
Symbol wait.svg Doing... Personally I like to idea of people being present, but your point is valid. This can save a large amount of money and might simplify things. I don't really know how to incorporate this point. Can you please help with this David? LouriePieterse 20:31, 23 November 2010 (UTC)
I'd think the simplest way to do this would be to define the word "present" to include physical presence as well as teleconferencing or video, voice or text chat. --Slashme 08:06, 24 November 2010 (UTC)
If that is legally allowed, that would probably be the best solution indeed. Effeietsanders 14:41, 7 December 2010 (UTC)
Considering the comment of Tobias, I can see the merit to not take this decision yet. In any case it is up to you, but I would like to suggest something I saw recently with Canada: they allowed for several ways of conducting an AGM, but a change in method would be subject to approval of XX% of the members (i.e., in the AGM before). That leaves you more options without changing bylaws (which is a pain, with 3/4 majority). Anyway, do what suits you best, just thinking along :) Effeietsanders 16:33, 7 January 2011 (UTC)

6 Proceedings at meetings of members

  • 6.3 defines a quorum as at least three voting members "personally present". Can we extend the definition to allow teleconferencing, meeting by online text chat, or videoconferencing? (this is being discussed above) --Slashme 23:03, 2 October 2010 (UTC)
How about more than half the directors and more than 20% of non-director members? That way it scales if we grow, and an unrepresentative small number of members can't change things. -- Jeandré, 2010-10-24t21:04z
Good suggestion! --Slashme 15:44, 14 November 2010 (UTC)

Tobias, 27 January 2011: One question asked now (again?) is whether we can say 3 members (or at least 3 members) rather than 5 members. The simple answer is yes! Just change it. In fact it looks as if you have changed that already. Having said this, I like the "scale as we grow" option quite a bit and therefore suggested to rather say “at least 3 members or 20% of the members (whichever number is greater)…”. Kerryn, you had the following reservations: "...There will be times when Directors will meet to sign legal documents etc and to change bank accounts. This is for the daily running of the organisation, and although a quorum will need to be present to sign, you don't need more than 20% of non directors in order to do that. And this clause refers to 'meetings' and not only annual general meetings. But a quorum cannot only represent one person as that person would then have total power to make any changes that they deem fit without ensuring consensus".
I am not entirely sure what you mean here. This clause concerns "meetings of members" and not just any meetings or meetings of directors as described by you. Please explain.

Kerryn responding to Tobias 27 January: If this only refers to AGMs that is fine. To explain: I just didn't want this to tie us into unrealistic requirements for the daily running of the org when there are meetings of directors (who are also members?) because there the quorum also comes into play if a resolution needs to be made and agreed upon.

I would suggest to have that 20% then "present or represented" - if your association grows, then 20% might become a hurdle in a big country. But, it is totally up to you, what you wish. Effeietsanders 13:54, 27 January 2011 (UTC)

Interesting point - but again, this section deals with "meetings of members" and the question as to what number of present members is (at the very minimum) required to make valid and binding decisions at those meetings. And I think requiring a good number of members to be present to validly make such decisions is something we should strive for. This said,wWe could think about also introducing a maximum number for a quorum (e.g. 50 present members will always be enough) - or we could reduce the 20% threshold.

Kerryn 1 February 2011: The quorum number has been changed, as noted by Tobias, to 5 (five) members. However, do we wish to amend the clause rather as per suggestion: "at least 3 - or 5 - members or 20% of the members (whichever number is greater)"?

I would prefer 3 or 20%, whichever is greater, but I won't fight a war about 3 vs 5. --Slashme 13:20, 1 February 2011 (UTC)

8 & 9 directors

  • MoA powers (5), 9.1, 9.2 and 12.2 - remuneration - I am not sure how this works out in practice, and I am a bit confused how this overlaps with the way chapters usually work. It sounds like it is possible that directors receive pay, and that this pay is determined by the directors. This sounds very tricky. I would like to suggest that this pay is limited to only the made costs while functioning as a director for the association, and that any further payment (salary) would have to be agreed upon by the general meeting of members. Effeietsanders 14:39, 5 October 2010 (UTC)
I agree. Directors should only be allowed to receive money to cover chapter related costs. If we remove point 12.2, would it then read the right way? I think we should leave point 9.2, because it may be required to cover other than the general (traveling and accommodation) costs for a certain director. LouriePieterse 14:13, 7 November 2010 (UTC)
I agree. Anyone who gets a salary from the chapter would in my mind be admin staff, not an MD. --Slashme 07:49, 13 November 2010 (UTC)
I changed the point as David suggested. Does it read correctly? LouriePieterse 20:58, 23 November 2010 (UTC)
I've made a change to indicate that they can appoint admin staff instead of saying that they can appoint one of the directors as admin staff. It might be that a director could be given the job, but it might as easily just be a student, a secretary or a manager who responds to a job offer. --Slashme 08:13, 24 November 2010 (UTC)
Please take a look at what Tobias said. LouriePieterse 15:46, 6 January 2011 (UTC)

16 Notices

  • 16.1 and 16.5 What is the reference to members being "entitled to shares" about? 12.1 also talks about shareholders and 7.5 talks about transfer of shares. Does a non-profit have shareholders? --Slashme 18:31, 14 November 2010 (UTC)

Tobias, 27 January 2011: I believe I have already answered this by saying: "No, a section 21 company does not have share capital and all references to shares and shareholders can therefore be deleted or, if necessary , be changed to “members”"

Kerryn, 1 February 2011: I can only find one instance of the word "shareholders" which I have changed to "members" in 12.1. The other transfer in 7.5 appears to me to relate to transfer of members' vote - in event of death etc - and not mentions shares. I have just done a search but couldn't find any other mention; Slashme if you can point us to those that you mention above (in 16.1 and 16.5)?. Kaydee 68 12:45, 1 February 2011 (UTC)

Yes check.svg Done I think it's all sorted now. --Slashme 13:21, 1 February 2011 (UTC)



I started to move the comments that are completed to an archive. That way it is easier to see the ones that still needs attention. LouriePieterse 19:14, 23 November 2010 (UTC)

Tobias comments

Tobias, who created the documents initially, commented on the above issues. I have placed these comments here. LouriePieterse 15:15, 6 January 2011 (UTC)

Yes, very clarifying comments, thanks a lot! My additional remarks based on that I put above - most questions are wonderfully answered. Effeietsanders 16:46, 7 January 2011 (UTC)
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