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Articles of Association

Republic of South Africa

COMPANIES ACT 1973 ARTICLES OF ASSOCIATION OF A COMPANY
NOT HAVING A SHARE CAPITAL

as amended by resolution and accepted by CIPRO on 06.07.2006 reference 16609521
and
as amended by resolution and accepted by CIPRO on 15.07.2008 reference 17057369
SECTION 60(1) : Regulation 18
REGISTRATION NUMBER OF COMPANY
2000/016388/08
PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA

(Association Incorporated under Section 21)

A The Articles of Table A contained in Schedule 1 to the Companies Act, 1973, as amended, shall not apply to the Company.

B The articles of the company are as follows:

1 - DEFINITIONS

In these Articles, unless the context otherwise indicates:

"The Act" shall mean the Companies Act No 61 of 1973, as amended from time to time.
"The Board" shall mean the Board of Directors of

PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA
(ASSOCIATION INCORPORATED UNDER SECTION 21)

- established by Article 7.

"The Company" shall mean

PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA
(ASSOCIATION INCORPORATED UNDER SECTION 21).

"Directors" shall mean a member of the Board of Directors of

PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA
(ASSOCIATION INCORPORATED UNDER SECTION 21) established by Article 7.

"Members" shall mean the subscribers to the Memorandum of Association and such other Persons as the directors shall admit to membership in accordance with these Articles and who are duly registered in the Register of Members.
"Memorandum" shall mean the Memorandum of Association of

PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA
(ASSOCIATION INCORPORATED UNDER SECTION 21).

"These present" shall mean the Memorandum and Articles of Association and By-laws of

PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA
(ASSOCIATION INCORPORATED UNDER SECTION 21).

Words importing the masculine gender include the feminine gender and vice versa.

When a provision of the Act is referred to, the reference is to such a provision as amended by statute.

Words in the singular include the plural and words in the plural include the singular.

2 - MEMBERSHIP

2.1. The subscribers to the Memorandum of Association shall be members of the Company.

2.2. The Board may by resolution in its sole discretion or as delegated to a Registration Committee who will admit members in categories according to the By-laws

2.2.1. admit any Person as a member;

2.2.2. refuse to admit any Person as a member;

2.3. The Company shall retain at its registered office a Register of Members of the Company as provided in Section 105 of the Act. The Register of Members shall be open to inspection as provided in Section 113 of the Act.

2.4. No person admitted in terms of Article 2.2.1 above shall become a member unless and until his name has been entered in the Register of Members.

2.5. Membership fees: The minimum annual membership fee payable by the various categories of membership shall be determined by the Board from time to time.Membership fees are payable annually in advance, on or before the first day of every new financial year of the Company.Members who are liable to pay membership fees may be required to pay an initial entry (joining) fee.

2.6. The provisions of the Memorandum and Articles of Association and the By-laws of the Company shall be binding on all members.

2.7 The Board shall have power to suspend and/or terminate a member's membership if:

2.7.1 in the sole discretion of the Board such member is guilty of conduct inimical to the interests and/or objects of the Company by non-compliance with the Memorandum and Articles of Association and By-laws of the Company.

2.8 A member whose registration has been terminated shall remain liable for all sums that may at the date of termination of his registration be due from him to the Company and shall not be entitled to any refund of subscription monies already paid nor have any claim against the Company or its officers, its property or its funds.

2.9 Where the member whose registration has been suspended and/or terminated in terms of article 2.7 is a corporate entity and same is due to the conduct of the representative of such corporate member to the Company then such corporate member shall, after a period of 3 (three) months has elapsed from the date of confirmation of any such suspension and/or termination, be entitled to re-apply to the Board for membership of the Company.

2.10 Forthwith, upon the death of a member or upon a member becoming insolvent or of unsound mind or the member being an association, the association be dissolved or become insolvent or being a company or close corporation, the company or close corporation be placed under liquidation or judicial management, such member and his/its lawful representative shall, notwithstanding anything to the contrary in these Articles contained, on the happening of the said event, cease to have the right to exercise any voting power in respect of his/its membership and should the member be a director of the Company, he shall vacate his office as a director.

2.11 Should an association or company or close corporation which has been dissolved or became insolvent, or which has been placed under liquidation or judicial management as the case may be, be represented on the Board by a representative director, such representative director shall vacate his office as a director forthwith upon the dissolution or insolvency, or liquidation or placing under judicial management of the association or company.

2.12 The Board shall be entitled to decide, in its sole discretion, whether or not any public announcement is made, either within or outside the Company, of any suspension and/or termination of membership.

2.13 Should a member wish to withdraw from the Company he shall give written notice to the Company at its registered office of his intention to do so, and he shall cease to be a member thirty days after receipt by the Company of such notice. He shall, nevertheless, for a period of one year after he ceases to be a member, remain liable in terms of the undertaking set out in clause IX of the Memorandum of Association.

2.14 The rights of a member shall be personal, shall not be transferable, and shall terminate

2.14.1 On his death;

2.14.2 On his becoming of unsound mind;

2.14.3 On his suspension;

2.14.4 On his ceasing to be a member in terms of Article 2.13; or

2.14.5 On his failing to pay the membership fees due by the third month following the commencement of the new financial year.

3 - GENERAL MEETINGS

3.1 A meeting of the Company shall be either the Annual General Meeting or a Special General Meeting.

3.2 The Annual General Meeting shall be held:

3.2.1 in the case of the first such meeting, within a period of 18 (eighteen) months after the date of incorporation of the Company;

3.2.2 thereafter within not more than nine months after the end of every ensuing financial year of the Company; and

3.2.3 within not more than 15 months after the date of the last meeting preceding such meeting of the Company.

3.3 A Special General Meeting may be held at any time and may be called by he Board in accordance with the By-laws.

4 - NOTICE OF GENERAL MEETINGS

4.1 An Annual General Meeting, and a General Meeting called for the passing of a Special Resolution, shall be called by not less than 21 (twenty one) clear days' notice in writing. Any other General Meeting shall be called by 14 (fourteen) clear days' notice in writing. The notice shall be exclusive of the day on which it is served or deemed to be served and on the day for which it is given, and shall specify the place, the day and the hour of the meeting and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in General Meeting, to all such Persons as are, under these Articles entitled to receive such notices from the Company; provided that a meeting of the Company shall, notwithstanding the fact that it is called by shorter notice than that specified in these Articles, be deemed to have been duly called if it is to be agreed by a majority of the Board members elected to represent the members having a right to attend and vote at the meeting, being a majority holding not less than 2/3 (two thirds) of the total voting rights of all elected Board members.

4.2 The accidental omission to give notice of any meeting to any particular members shall not invalidate any Resolution passed at any such meeting.

5 - PROCEEDINGS AT GENERAL MEETINGS

5.1 The Chairman of the Board shall preside at every General Meeting. In the absence of the Chairman, his powers and duties shall devolve upon the vice Chairman. In the event of both the Chairman and vice Chairman being absent from the General Meeting, the members present shall elect a presiding officer from among their number.

5.2 The Annual General Meeting shall deal with and dispose of all matters prescribed by the Act, including:

5.2.1 the receiving and consideration for the Annual Financial Statements;

5.2.2 the consideration and approval for the Report of the Board;

5.2.3 the appointment and level of remuneration of an auditor

5.2.4 the election of the directors;

5.2.5 the consideration of any other matter of which due notice has been given,

5.3 A member who intends to bring a motion before a General Meeting, shall, not less that 21 (twenty one) days before the day appointed for the said General Meeting, serve upon the Company at its registered office a notice in writing signed by himself and one other member containing the proposed resolution. Upon receipt of such notice, the secretary shall, in any case where the notice is received before the notice of the General Meeting is issued include it in the notice of the General Meeting, and shall in any other case issue within 14 (fourteen) days to the members notice that such resolution will be proposed.

5.4 The Chairman may with the consent of any General Meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned, the provisions of section 192 (2) of the Act shall apply MUTATIS MUTANDIS to such adjournment.

5.5 No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein other wise provided, at least 30 (thirty) members present in person shall be a quorum provided that quorum shall never be less than at least 30 (thirty) persons present in person, who are in good standing and recorded on the register of members.

5.6 A member is entitled to appoint a proxy in accordance with the By-laws

6 - MANAGEMENT OF THE COMPANY

The business of the Company shall be managed by the Board who may exercise all the powers of the Company as are not by the Act or by these presents required to be exercised by the Company in General Meeting.The Board shall exercise such powers subject to the provisions of the Act and these presents.

7 - BOARD OF DIRECTORS

7.1 The Board shall consist of not less than 8 (eight) directors, and a maximum of 20 (twenty) directors

7.2 Should the number of directors for any reason be reduced below 8 (eight) the continuing director(s) may act for the purpose of increasing the number of directors in terms of Article 8.3.

7.3 The Board will consist of the following members

7.3.1 Two regional representatives – one for South Africa and one for the other Southern African countries. These regional representatives are to be elected by the regional chairman in office at the time.

7.3.2 The chairman of the Consultants Chapter of the company, elected by members of the Consultants

7.3.3 The chairman of the Board (president), elected by the members at an Annual General Meeting

7.3.4 The vice-chairman of the Board (president-elect), elected by the members at an Annual General Meeting

7.3.5 The manager of the company, who shall be an executive director of the company

7.3.6 The vice-president of the Institute elected by members at an Annual General Meeting

7.3.7 The chairman of the Accreditation Committee as elected by Accredited members

7.3.8 Ten specialist board members, appointed by the board, representing the legal, financial, business, academic and government sector.

7.3.9 The immediate past president and former chairman of the board

7.4 A regional chairman may be elected as chairman or vice-chairman of the Board and the vacancy which occurs at regional level as a result of such election will be filled by the vice-chairman of the region.

8 - ELECTION OF DIRECTORS

8.1 The election of directors shall be by ballot.

8.2 A nomination of a member for the election as chairman or vice-chairman to the Board shall:

8.2.1 be made in writing;

8.2.2 be signed by at least 2 (two) members other than the candidates;

8.2.3 be given to the secretary no less than 21 (twenty one) days before the day appointed for the Annual General Meeting at which the election is to take place; and

8.2.4 be accompanied by a written statement signed by the candidate indicating his willingness to stand for election.

8.3 Nominees for election as chairman or vice-chairman of the Board shall be members registered at either APR (Accredited Practitioner) or CPRP (Chartered Practitioner) level.

8.4 The Board shall have the power at any time, and from time to time, to appoint a member as a director, either to fill a casual vacancy or as an addition to the Board, subject to the provisions of clause 7.1. A director so appointed shall hold office until the next following Annual General Meeting of the Company and shall then be eligible for election.

8.5 If a director resigns for any reason, the vacancy will be filled as follows:-

(i) Regional/chapter chairman – the region/chapter will elect a replacement

(ii) Vice chairman – members must elect a replacement

(iii) Chairman – the vice-chairman assumes this position and members elect a new vice-chairman

10 - ALTERNATE DIRECTORS

The Board may nominate a member to act as alternate director whilst the director is absent or unable for any reason to act as a director. An alternate director shall act subject to the terms, qualifications and conditions applicable to a director.

11 - TERM OF OFFICE

The directors shall be elected for terms of 2 (two) years. An elected director shall be eligible to serve for a second term but subject to a maximum aggregate of 4 (four) years of service.

12 - REMOVAL AND DISQUALIFICATION OF DIRECTORS

12.1 A director shall cease to be a director if:

12.2.1 by notice in writing to the Company he resigns his office;

12.2.2 he ceases to be a member;

12.2.3 he is absent without the prior or subsequent official leave of the Board from two consecutive meetings notice of which he has been given;

12.2.4 he becomes insolvent;

12.2.5 he becomes of unsound mind;

11.2.6 he is directly or indirectly interested in any contract with the Company and fails to declare to the Board the nature of his interest; or

11.2.7 without the consent of the Board holds an office of profit under the Company.

12.2.8 The Company may by ordinary resolution remove any director before the expiration of his period of office.

12.3 Subject to the provisions of Section 234 to 241 inclusive of the Act, a director shall not vote in respect of any contract or proposed contract with the Company in which he is interested, or any matter arising therefrom.

13 - PROCEEDINGS

13.1 The Board may meet, adjourn and otherwise regulate its meetings as it shall think fit provided that it shall meet at least four times a year.

13.2 A meeting of the Board shall be convened at any reasonable time upon request by a director and such meeting shall be held within 14 (fourteen) days of the date of request. Notice of a meeting of the Board shall be given orally or in writing to all directors 7 (seven) days before such a meeting.

13.3 The quorum for a meeting of the Board shall be 50% plus of directors present and entitled to vote. The Board shall transact no business unless a quorum of members is present at the time when the meeting proceeds to business.

13.4 At the first meeting of the board after the Annual General Meeting the Board may elect members of the Board to specific portfolios. A vacancy in any of such offices before the term of office has expired may be filled by the Board from amongst its numbers and such appointment shall hold good until the following Annual General Meeting.

13.5 The Chairman of the Board shall preside at every Board meeting. In the absence of the Chairman his powers and duties shall devolve upon the vice Chairman. In the event of both the Chairman and the vice Chairman being absent from a Board meeting, the directors present shall elect a presiding officer from among their number. The chairman shall be known as the President of PRISA.

13.6 Each director present at a meeting of the Board shall be entitled to vote and shall have one vote.

13.7 Questions arising at a meeting of the Board shall be decided by a majority of votes recorded. In a case of an equality of votes the Chairman of the meeting shall have a second (or casting) vote.

14 - COMMITTEES

14.1 The Board may appoint committees from among the members and may fix quorum thereof, and delegate any of its powers to any such committees, and make any rules for regulating the proceedings of the committees. The Chairman or his nominee being a board member, from time to time shall be ex officio a member of all committees.

14.2 Subject to the approval of the Board, each such committee shall have the right to co-opt such person as it may think fit to be a member of such committee.

15 - SECRETARY

15.1 The Board may appoint an officer or other employee of the Company to act as secretary to the Board.

15.2 The secretary shall not be a director.

16 - GENERAL PROVISIONS

16.1 All acts done by the Board, or any person acting as a director shall, notwithstanding that it afterwards be discovered that there was some defect in the appointment of any such directors or persons acting as aforesaid or that they or any of them are disqualified, be as valid as if every such person had been duly appointed and were qualified to be a director.

16.2 Subject to the provisions of the Act, the members of the Board, auditors, secretary and other officers for the time being of the Company, and every of them and every of their executors and administrators, shall be indemnified and secured harmless out of the assets of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or admitted in or about the execution of their duty, in their respective offices, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively, and subject to as aforesaid, none of them shall be answerable to the acts, receipts, neglects or defaults of the other or others of them, or for joining in any receipt for the sake of conformity, or for any bankers or other person with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out or invested, or for any loss, misfortune or damage which may have happened in execution of their respective offices or in reaction thereto, unless the same shall have happened by or through their own wilful neglect or default respectively.

17 - ACCOUNTING RECORDS

17.1 The financial year end of the Company shall be the last day of DECEMBER.

17.2 The Company shall keep such accounting records as are necessary fairly to present the state of affairs and business of the Company and to explain the transactions and financial position of the Company including:

17.2.1 Records showing the assets and liabilities of the Company;

17.2.2 A register of fixed assets showing the respective dates of acquisition and the cost thereof, depreciation, if any, the respective dates of any disposals and the considerations received in respect thereof; and

17.2.3 Records containing entries from day to day in sufficient detail of all cash received and paid out of the matters in respect of which receipts and payments take place.

17.3 The books of account shall be kept at the registered office of the Company or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.

17.4 The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of members, not being directors, and no member (not being a director) shall have the right of inspecting any account or document of the Company except as conferred by statute or authorised by the directors or by the Company at a General Meeting.

17.5 The directors shall in respect of every financial year of the Company cause to be made out Annual Financial Statements in accordance with Section 286 of the Act and shall lay them before the Annual General Meeting of the Company in respect of that year.

17.6 A copy of the Annual Financial Statements which are to be laid before the Company in an Annual General Meeting, shall not be less that 21 (twenty one) days before the date of the meeting, be sent to every member of the Company. Provided that this Article shall not require a copy of those documents to be sent to any person, the address of whom the Company is not aware.

17.7 All funds paid or payable to the Company, or to any of its committees or subordinate bodies, for any purpose whatsoever, shall become the property of the Company. The Board shall have control over such funds to receive, apportion and pay out amounts as it decides fit, and will account to the members for those actions in accordance with the financial provisions of the Bylaws and General Rules of Procedure.

17.8 The Company shall be liable for any debts incurred by any of its committees, employees, or office bearers, provided that the said debts were incurred within the powers of the committees, employees, or office bearers concerned.

17.9 No profits or gains will be distributed to any person and the funds of the Company will be utilised solely for investment or the objects for which it was established.

17.10 Funds available for investment may only be invested with registered financial institutions as defined in section 1 of the Financial Institutions (Investment of Funds) Act 1984, and in securities listed on a licensed stock exchange as defined in the Stock Exchanges Control Act, 1985 (Act No. 1 of 1985).

18 - AUDIT

An Auditor shall be appointed in accordance with the Act.

19 - NOTICES

19.1 A notice may be given by the Company to any member personally, electronically, or by sending it by post to him at his registered address, or (if he has not registered address, with the Republic of South Africa) to the address, if any, within the Republic of South Africa supplied by him to the Company for the giving of notices to him.

19.2 A notice by post shall be deemed to have been served at the time when the letter containing the notice was posted.

20 - MINUTES

Minutes shall be made of all resolutions and proceedings of General Meetings of the Company, and of meetings of the Board and committee.

21 - AMENDMENTS TO THE ARTICLES

The Company shall have the right to amend, alter or change any provision contained in these Articles by the vote in favour thereof of 2/3 (two thirds) of all the members at an annual or special or extraordinary General Meeting specifically convened for such purpose. In this respect, the written notice of any meeting at which an amendment is to be voted upon shall state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the Articles and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. Such amendment shall only be valid and effective when registered in the office of the Registrar of Companies.

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