Special Investigating Units and Special Tribunals Act, 1996
R 385
Companies Act, 2008 (Act No. 71 of 2008)Schedule 1 : Provisions concerning non-profit companies5. Directors |
| (1) | If a non-profit company has members, the Memorandum of Incorporation must— |
| (a) | set out the basis on which the members choose the directors of the company; and |
| (b) | if any directors are to be elected by the voting members, provide for the election each year of at least one-third of those elected directors. |
| (2) | If a non-profit company has no members, the Memorandum of Incorporation must set out the basis on which directors are to be appointed by its board, or other persons. |
| (3) | A non-profit company must not provide a loan to, secure a debt or obligation of, or otherwise provide direct or indirect financial assistance to, a director of the company or of a related or inter-related company, or to a person related to any such director. |
| (4) | Subitem (3) does not prohibit a transaction if it— |
| (a) | is in the ordinary course of the company’s business and for fair value; |
| (b) | constitutes an accountable advance to meet— |
| (i) | legal expenses in relation to a matter concerning the company; or |
| (ii) | anticipated expenses to be incurred by the person on behalf of the company; |
| (c) | is to defray the person’s expenses for removal at the company’s request; or |
| (d) | is in terms of an employee benefit scheme generally available to all employees or a specific class of employees. |
