Pro Forma Memorandum of Incorporation and Board Constitution
The Companies Act of 2008 introduced many innovations and substantial flexibility for what used to be Section 21 companies. All Section 21 companies were automatically converted to Non-Profit Companies (NPCs) upon promulgation and commencement of the Act on 1 May 2011. Each such NPC has two years within which to bring its Memorandum of Incorporation into line with the new requirements.
ISASA has drawn up a pro forma Memorandum of Incorporation (Board Constitution) that NPC schools can use to amend their existing Memorandum in line with the Companies Act. A guideline document accompanies the pro forma.
Amending the Memorandum of Incorporation or Board Constitution also creates an ideal opportunity for updating and streamlining the school’s founding document and governance structures. ISASA provides a pro forma Board Constitution to assist with this process.
It is important to note that the attached template is only an example of a Memorandum of Incorporation, given the assumptions that reflect ISASA’s recommendations. It serves as a guide precedent and each school must consider its content critically in the light of its own mission and needs, and should in addition consult its own advisors.