Xtraordinary Women Magazine February 2015

company and each director or prescribed officer of the company or any other person serving the company as a member of a committee of the board- in the exercise of their respective functions within the company. Shareholders may enter into shareholders agreement with one another but such agreement has to be consistent with both the Act and the MOI, concerning any matter relating to the company. As such any provision in a shareholders agreement which is either inconsistent with the Act or the MOI is void to the extent of the inconsistency. The board or a person who is duly authorised thereto may alter the MOI or rules in order to correct any patent errors (spelling, grammar, punctuation or similar defect on the face of the document) by publishing a notice of the alteration, in any manner required or permitted by the MOI or the rules of the company, and filing a notice of alteration. Section 16(1) of the Act deals with the amendment of the MOI, and states that an MOI may be amended: a) In compliance with a court order by the passing of a resolution of the company’s board to give effect to that court order; b) By the board filing a notice of amendment with the commission setting out the specific changes; or at any other time c) If a special resolution to amend is proposed by: the board of the company, or shareholders entitled to exercise at least 100% of the voting rights that may be exercised on such a resolution, and it is adopted at a shareholders meeting. It is advisable for companies to conduct a review in respect of their current MOI and shareholders agreements in order to establish whether there are any inconsistencies between the MOI and the Act and to ensure that the MOI is in line with the Act. Meegan Henkeman, SchoemanLaw Inc (Cape Town) Tel: +27 (0) 21 425 5604 Email : [email protected] Website: http://www.schoemanlaw.co.za Facebook:https://www.facebook.com/SchoemanLawInc Twitter:http://twitter.com/meeganhenkeman © Meegan Henkeman-‐ Schoeman Tshaka Attorneys-‐ 2014

Xtraordinary Women Magazine February 2015 | Page 29