GUIDE TO THE MEMORANDUM OF INCORPORATION

Ex officio directorsS66(4)(a) – The MOI may also state that in addition to the electeddirectors, there will or will not be ex officio directors that may beappointed – and if it states that there are, then such ex officio directorsare to be designated in the manner specified in Part A of Schedule 5 ofthe MOI, which would also establish the right of any person to be an exofficio director of the company. Regarding the ex officio director’s election– the MOI may state name a specific person who could appoint / removehim/her.S66(5)(b)(i) – an ex officio director has all the powers and functionsof any other director of the company except to the extent that the MOIrestricts these powers and functions or duties – in other words the MOIcan limit the duties, powers or functions of the ex officio director, howevercannot limit the liabilities attached to the office as he/she will be subjectto all the liabilities of any other director of the company.(3) In addition to satisfying the qualification and eligibility requirements setout in section 69, to become or remain a director or a prescribed officer ofthe company, a person –................. need not satisfy any further eligibility requirements orqualifications;................. must satisfy the additional eligibility requirements andqualifications set out in Part B of Schedule 5;Eligibility / Qualification requirementsThe MOI may insert any provision imposing additional grounds ofineligibility or disqualification requirements over and above those set outin the Act (Section 69) for directors and prescribed officers(see Table E onpage 43 for definition of prescribed officer, as per Regulation 38) of thecompany, and also minimum qualifications to be met by directors of thatcompany.See Table F on page 44 setting out the grounds for ineligibility anddisqualification as per section 69 of the Act;(4) Each elected director of the company serves for –................. an indefinite term, as contemplated in section 68(1);................. a term of ................. years;(5) The manner of electing directors of the company is –................. as set out in section 68(2);................. as set out in Part C of Schedule 5;Election –Directors (other than the first directors or ex officio directors) are tobe elected by the persons entitled to exercise voting rights in such anelection, as contemplated in Section 68 – (Election of Directors of ProfitCompanies). The manner for electing directors is as per Section 68(2),unless the MOI provides otherwise (of a profit company). The MOI couldtherefore set out alternative manner of electing directors (in Part C ofSchedule 5).30