|Memorandum of Association|
COMPANIES ACT 1973
MEMORANDUM OF ASSOCIATION OF A COMPANY
NOT HAVING A SHARE CAPITAL
(amended by resolution and accepted by CIPRO on July 6 2007 reference 16609521)
SECTION 54(1) : Regulation 17(3)
REGISTRATION NUMBER OF COMPANY
FINANCIAL YEAR END : DECEMBER
(a) The name of the company is PUBLIC RELATIONS INSTITUTE OF SOUTHERN AFRICA (Association Incorporated under section 21)
(b) The name of the company in the other official languages of the Republic is NONE
(c) Shortened form of the name of the company PRISA
II PURPOSE DESCRIBING THE MAIN BUSINESS
The main business which the company is to carry on is:
To promote the common interests of persons carrying on public relations and administer the public relations and communication management profession and industry by way of:
(a) Promoting general understanding of public relations and of the value of its practice and to establish and maintain professional status and dignity for public relations practice amongst registered members of PRISA, employers and the general public and the pursuit of recognition (formal and industry) of excellence in professional public relations and communication management, practice, education and training.
(b) Establishing professional credentials and certification/accreditation of practitioners and registering individuals as pre-professionals and professionals at progressive levels of practice according to PRISA's Registration System which is based on education qualifications and years of experience in the sector and acting as the partnering authority in respect of professional certification and accreditation.
(c) Encouraging the observance of the highest standards of professional conduct by registered members of PRISA, through adherence to the PRISA Code of Ethics and Professional Standards for the Practice of Public Relations and Communication Management.
(d) Protecting the interests of all concerned in the event of any complaint of malpractice or non-adherence to the PRISA Code of Ethics and Professional Standards for the Practice of Public Relations and Communication Management being brought against a registered member, through the application of a set of disciplinary procedures.
(e) Providing professional development programmes for the general benefit of registered members of PRISA and the public relations profession as well as any other services or assistance as may be decided upon by the Board of PRISA (hereinafter referred to as "the Board").
III MAIN OBJECTS
The main object of the company is:
To promote the common interests of persons carrying on public relations and communication management by pursuing all such activities as may be necessary to promote and conduct the main business of the company.
IV ANCILLARY OBJECTS EXCLUDED
The specific ancillary objects referred to in Section 33(1) of the Act, which are excluded from the unlimited ancillary objects of the company, shall be:Any ancillary objects which are not in accordance with the main object of the company.
V SPECIAL LIMITATION ON POWERS
Powers (a), (b) and (c) as set out in Schedule 2 to the Act shall be exercised only in accordance with the main object of the company.
(a) The specific power or part of any powers of the company which are excluded from the plenary powers set out in Schedule 2 to the Act are power (f), (j), (o), (p), (q) and (s).
(b) the specific powers or part of any powers of the company set out in Schedule 2 to the Act which are qualified:
(i) Power (K) to be modified to read as follows:
"To form and to have an interest in any company or companies provided such company or companies have objects similar to the objects of the company and that such company or companies are also exempt from the payment of income tax in terms of Section 10(1)(cB)(I)(cc) of the Income Tax Act from the purpose of acquiring the undertaking of all or any of the assets or liabilities of that company or companies 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 the undertaking of all or any assets or liabilities of the company."
(ii) Power (l) to be modified to read as follows:"To amalgamate with other companies provided such other companies have objects similar to the objects of the company and that such companies are also exempt from the payment of income tax in terms of Section 10(1)(cB)(I)(cc) of the Income Tax Act, 1962."
(iii) Power (m) to be modified to read as follows:
"To take part in the management, supervision and control of the business or operation of any other company or business and to enter into partnerships provided such company, business or partnership has objects similar to the objects of the company and that such company, business or partnership is also exempt from the payment of income tax in terms of Section 10(1)(cB)(I)(cc)."
(iv) Power (n) to be modified to read as follows:"To remunerate any person or persons in cash for services rendered in its formation or in the development of its business."
(v) Power (r) to be modified to read as follows:"To pay gratuities and pensions and establish pension schemes, in respect of its officers and employees."
(vi) The company shall not have the power to carry on any business, including, inter alia, ordinary trading operations, dividend stripping activities as well as the letting of property on a systematic or regular basis.
(i) The income and property of the company whensoever 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 whatsoever; to the members of the company or to its controlling or controlled company: provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the company or to any member thereof in return for any services actually rendered to the company.
a. The funds of the company shall be invested:
(aa) with a financial institution as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984;
(ab) In securities listed on a licensed stock exchange as defined in Section 1 of the Stock Exchange Control Act, 1985; or
(ac) In such other financial instruments as the Commissioner of Inland Revenue may approve.
(ii) 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(s) or institution(s) which has objects the same or 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.
(a) Such other associations or institutions must themselves be exempt from income tax in terms of Section 10(1)(cB)(I)(cc) of the Income Tax Act, 1962.
(b) the company may be dissolved at a Special General Meeting of members convened for the sole purpose of considering the question of dissolution provided that two-thirds of the eligible votes cast are in favour of such dissolution.
(iii) The activities of the company shall be directed wholly or mainly to the furtherance of its main object.
(iv) The company shall not carry on any business undertaking or trading activity otherwise to the extent that it conforms to section 30(3)(b)(iv) of the Income Tax Act.
VIII PRE-INCORPORATION CONTRACTS (if any)
IX GUARANTEE CLAUSE
(i) The liability of members is limited to the amount set out in sub-paragraph (ii) below:
(ii) 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 after he has ceased to be a member, for the payment of the debts and liabilities of the company contracted before he ceased to be a member, provided that such contribution shall not exceed the outstanding amount of the registered member's current annual registration fee or R1,00, whichever is the greater.
No amendment of the company's memorandum or articles shall be of any force or effect unless such amendment has been submitted to the Commissioner of Inland Revenue. Amendments to the memorandum or articles are made by a General Meeting of members with at least two-thirds of the eligible votes cast in favour, in terms of the procedures established in the General Rules of Procedure