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Memorandum Of Association For Company Limited By Guarantee
"I need a Memorandum of Association for a Company Limited by Guarantee for a professional engineering association in South Africa, with provisions for both local and international members, electronic voting capabilities, and a tiered membership structure requiring member guarantees of R5,000 each."
1. Company Name and Registration: States the company name, registration number, and type of company (limited by guarantee)
2. Definitions and Interpretation: Defines key terms used throughout the memorandum and rules for interpretation
3. Object and Powers: Details the primary purposes of the company and its powers to achieve these objectives
4. Members' Guarantee: Specifies the amount that members undertake to contribute in the event of winding up
5. Membership: Details the requirements, processes, and conditions for membership
6. Rights and Obligations of Members: Outlines what members can and cannot do, and their responsibilities
7. General Meetings: Procedures for calling and conducting general meetings, including voting rights
8. Board of Directors: Composition of the board, appointment, removal, and powers of directors
9. Directors' Meetings: Procedures for board meetings, including quorum and voting requirements
10. Financial Matters: Financial management, accounting records, and audit requirements
11. Notices: Methods and requirements for giving notices to members
12. Winding Up: Procedures and requirements for dissolution of the company
1. Non-Profit Provisions: Required if the company operates as a non-profit organization, including specific provisions required by tax laws
2. Alternate Directors: Include if the company allows for appointment of alternate directors
3. Committees: Include if the company wishes to establish specific committees with delegated powers
4. Indemnification: Optional provisions for indemnifying directors and officers
5. Electronic Communication: Specific provisions for electronic meetings and communications if desired
6. Branch Registers: Include if the company maintains branch registers in other locations
7. Company Secretary: Include if the company chooses to appoint a company secretary
8. Dispute Resolution: Optional mechanisms for resolving internal disputes
1. Schedule 1 - Members Register: List of founding members and their guaranteed amounts
2. Schedule 2 - Initial Directors: Details of first appointed directors and their terms
3. Schedule 3 - Powers of Directors: Detailed list of specific powers granted to directors
4. Schedule 4 - Meeting Procedures: Detailed procedures for conducting various types of meetings
5. Schedule 5 - Forms and Proxies: Standard forms for use in company procedures
6. Appendix A - Code of Conduct: If applicable, code of conduct for members and directors
7. Appendix B - Governance Policies: Key governance policies referenced in the main document
Authors
Non-Profit Organizations
Education
Healthcare
Professional Associations
Religious Organizations
Sports and Recreation
Arts and Culture
Environmental Conservation
Social Services
Research Institutions
Trade Associations
Community Development
Legal
Corporate Governance
Compliance
Board of Directors
Corporate Affairs
Risk Management
Company Secretariat
Executive Leadership
Administrative
Company Director
Chief Executive Officer
Legal Counsel
Company Secretary
Corporate Governance Officer
Compliance Manager
Board Member
Non-Profit Director
Managing Director
Risk Officer
Corporate Affairs Manager
Board Secretary
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