1. A MOI (Memorandum of Incorporation) is a valuable document that outlines a
company's constitution in South Africa. It outlines the rules that control how a business
is run and managed, as well as the duties and rights of its shareholders, directors, and
other stakeholders.
Do Light (Pty) Ltd, a Pretoria-based private company that will be referred to as "the
Company" throughout the remainder of the Memorandum of Incorporation, has the
minimum number of directors required by section 66(2). When a section number is
mentioned in this Memorandum of Incorporation, it refers to the relevant provision of
the Companies Act of 2008.
Adoption of Memorandum of Incorporation
In line with section 13(1) of the Act, the Company approved the Memorandum of
Incorporation.
Duties of the board of directors
Each Director of the Company, excluding the first Director and any Directors appointed
by anyone named in the Memorandum of Incorporation or ex officio Directors, shall be
elected by the Shareholders entitled to exercise voting rights in such an election and
shall hold office for an indefinite period of time.
The shareholders may elect another qualified individual recommended and nominated
in accordance with the nomination procedure to fill a vacancy in the board of directors.
The directors may be chosen by voting.
Removal of Directors
Despite anything to the contrary in the Memorandum of Incorporation or any
agreement between the Company and that Director, a Director elected by Ordinary
Shareholders may be removed by an Ordinary Resolution adopted at an Ordinary
Shareholders' meeting entitled to exercise voting rights in that Director's election in
accordance with section 71(1).
The necessary investigation and procedures must be followed, and after that, the
matter must be resolved, if the director has become ineligible or disqualified under
2. section 69; or incapacitated to the point where he or she is unable to perform the
functions of a Director and is unlikely to regain that capacity within a reasonable time;
or has neglected to perform those duties.
A Director may resign from their position as a Director by giving the Company 30 days'
written notice (or such shorter notice as the Board may appropriate).
Board Meetings
A Director authorised by the Board of the Company may call a meeting of the
Board at any time and shall call such a meeting if required to do so by at least
25% (twenty five percent) of the Directors.
Shareholders Rights and Meetings
Regardless of the form, title, or nature of the securities to which those voting
rights are attached, a shareholder is the owner of a share issued by the
company and who is listed as such in the certificate. This includes anyone who
is eligible to exercise any voting rights in relation to a company.
Subject to compliance, a shareholder may designate anyone, including a
person who is not a shareholder of the company, as a proxy for any class of
shares held by that shareholder to: participate and cast a vote at a meeting of
that class of shareholders on behalf of the shareholder; or give or withhold
written consent on behalf of the shareholder to a decision to be made by that
class.
Shareholders meeting
Any of the individuals listed in the company's memorandum of incorporation
may convene a shareholders meeting at any time in accordance with the Act.
A notice of a shareholders' meeting must be given in writing and in clear
language. It must state the date, time, and location of the meeting as well as
the record date. It must also state the meeting's general purpose as well as any
3. applicable specific purposes. It must also include instructions on how to obtain
a copy of the full financial statements for the previous fiscal year.
A shareholder meeting of the firm cannot start unless there are enough
attendees to cast at least 25% of all the votes that are eligible to be cast at the
meeting.
Dividends
No dividend shall be declared by the Company in General Meeting unless it has
been authorized by resolution of the Directors and does not exceed the amount
declared by the Directors. Do Light (Pty) Ltd shall be obliged, in General Meeting, to
approve by Ordinary Resolution final dividends. "The dividend date" is the date of the
declaration.
Distributions
A dividend distinguishes between transfers in the form of a dividend and
transfers in respect of shares and is viewed as a distribution of the Company's
earnings. The Board is not permitted to declare or make a distribution unless it
complies with Section 46 of the Act, the rights of registered Shareholders to or
in respect of distributions as set forth in Schedule: Authorized Shares of the
Company, or in any other manner permitted by the Memorandum of
Incorporation.
