Constitution of MossRates

Enterprise Number: 2025/800784/08 Reviewed and aligned version — June 2026 (Revised — incorporating governance amendments adopted [date])

Name and Legal Status of the Organisation
Interpretation
Code of Conduct
Objects and Responsibilities of MossRates
Membership of MossRates
Termination of Membership
Nomination Process for the Executive Committee
Removal and Rotation of Executive Committee Members
Powers of the Executive Committee
Proceedings of and Voting by the Executive Committee
General Meetings of the Association
Notices of Meetings
Service of Notices
Proxies
Quorum
Adjournment by Chairperson with Consent of Meeting
Voting Rights of Members
Finances and Accounting Records
Indemnity
Amendments
Dissolution and SARS PBO Compliance

1. Name and Legal Status of the Organisation

The organisation shall be called MossRates. It is incorporated as a Non-Profit Company with members under the Companies Act 71 of 2008, with registration number 2025/800784/08.

This document constitutes the official “Company Rules” of MossRates NPC as contemplated in Section 15(3) of the Companies Act, 2008. It operates supplementary to, and strictly subject to, the Memorandum of Incorporation (MOI) of the Company. In the event of any conflict or structural discrepancy between this document and the registered MOI or the Companies Act, the provisions of the MOI and the Companies Act shall strictly prevail.

In this Company Rules (Constitution), and unless the context indicates otherwise, the following words and expressions shall have the following meanings:

Term	Definition
“Association” or “Company”	MossRates NPC (2025/800784/08)
“Board of Directors”	The board of directors of the Company as contemplated in the Companies Act, collectively known as the Executive Committee
“Executive Committee” or “EXCO”	The Board of Directors of the Company, duly elected in terms of this Company Rules (Constitution)
“Chairperson”	The Chairperson for the time being of the Executive Committee
“Company Rules (Constitution)”	This Company Rules (Constitution) of MossRates
“Financial year”	The financial year of MossRates running from 1 July to 30 June each year
“Member”	A paid-up member qualified in terms of this Company Rules (Constitution)
“AGM”	Annual General Meeting
“SGM”	Special General Meeting
“Minutes”	The minutes of an AGM, SGM, or Committee meeting, as the case may be
“Person”	A natural or juristic person, including a close corporation, company, trust, or association of persons
“Affiliate”	A civic organisation, ratepayers’ association, residents’ association, or community organisation formally recognised by the Association

2. Interpretation

In this Company Rules (Constitution), the clause headings are for convenience and shall be disregarded in construing the Company Rules (Constitution). Unless the context clearly indicates a contrary intention, the singular shall include the plural and vice versa; a reference to any one gender shall include the other genders; and a reference to natural persons includes legal persons and vice versa.

Words and expressions defined in any clause herein shall, for the purpose of that clause and in subsequent clauses, unless inconsistent with the context, bear the meaning assigned to them in that clause.

When any number of days is prescribed in this Company Rules (Constitution), the same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a Saturday, Sunday, or proclaimed public holiday in the Republic of South Africa, in which event the last day shall be the next succeeding business day.

Where figures are referred to in words and in numerals, if there is any conflict between the two, the words shall prevail. If any provision of this Company Rules (Constitution) is in conflict or inconsistent with any law of the Republic of South Africa, the invalidity of that provision shall not affect the validity of the remainder of the provisions of this Company Rules (Constitution).

3. Code of Conduct

Members must declare any conflict of interest in matters under discussion and recuse themselves from related decisions. Members and the Executive Committee shall act with integrity, transparency, and respect. The Association is non-political, non-racial, and non-discriminatory in its operations and advocacy.

Disputes among members are resolved through Executive Committee mediation. Unresolved disputes may proceed to arbitration or an AGM appeal. Breaches of the code, including misconduct or misrepresentation, may result in expulsion after a fair hearing.

4. Objects and Responsibilities of MossRates

MossRates is a non-profit organisation established for public benefit. Its main purpose is to represent and protect the interests of all Mossel Bay ratepayers. Specific objectives include:

Promoting fair, transparent, and affordable municipal rates and service charges.
Engaging constructively with the Mossel Bay Municipality and other authorities on ratepayer issues.
Acting as a civic organisation in accordance with Section 5 of the Local Government: Municipal Systems Act No. 32 of 2000.
Educating and informing members on matters affecting ratepayers, such as municipal budgets, service delivery, and socio-economic challenges.
Supporting affiliated local ratepayer associations to strengthen community advocacy.
Advocating for efficient use of municipal resources.
Ensuring fair and equitable treatment of all ratepayers.
Ensuring effective communication with the community and other stakeholders.
Fostering active community involvement in all matters relating to Mossel Bay.

Always observing the Constitution of the Republic of South Africa.

5. Membership of MossRates

5.1 Membership

Membership of the Association is open to all Mossel Bay ratepayers who agree to uphold the Association’s objectives and code of conduct. The Executive Committee may approve or refuse applications, with reasons provided.

5.2 Categories of Membership

Category	Description	Voting Rights
Associate Members (Non-Paying)	May attend meetings, receive newsletters, and participate in discussions	No
Full Members	Pay an annual membership fee set at the AGM; enjoy all membership benefits	Yes
Corporate Members	Businesses, estates, and organisations in Mossel Bay; pay an annual Corporate Member fee, through nominated representative	Yes
Affiliates	Civic organisations, ratepayers’ associations, residents’ associations, and community organisations formally recognised by the Association	No

5.3 Affiliates

The Association formally recognises affiliated civic organisations, ratepayers’ associations, residents’ associations, and community organisations as Affiliates. The Company may have Affiliates; however, Affiliates shall have no voting rights at general meetings of the Company. Their rights and obligations are further regulated by the Memorandum of Incorporation.

5.4 Membership Exclusions

The following individuals and juristic persons shall not be entitled to membership due to a conflict of interest: any employee of local, provincial, or national government serving in a senior or managerial position; any serving councillor or ward representative, irrespective of political affiliation; and any political association or party, irrespective of registration with the Independent Electoral Commission (IEC).

5.5 Management

The Association shall be managed by an Executive Committee (Board of Directors / EXCO) elected at the AGM. Nominations shall be conducted in accordance with the process outlined in Clause 7 of this Company Rules (Constitution).

The Executive Committee shall consist of a minimum of four (4) and a maximum of eight (8) Directors elected by Members at the AGM. Immediately following the AGM, the Directors shall hold a Board meeting to elect from among themselves the following office bearers:

Chairperson — responsible for ensuring that each meeting is planned effectively, conducted according to this Company Rules (Constitution), and that matters are dealt with in an orderly and efficient manner.
Vice-Chairperson — responds to and assists with tasks requested by the Chairperson, chairs all meetings in the absence of the Chairperson, and is fully aware of the Chairperson’s responsibilities.
Secretary — responsible for recording the minutes of all AGMs, SGMs, and Executive Committee meetings.
Treasurer — has a watchdog role over all aspects of financial management, working closely with other members of the Executive Committee to safeguard the finances of the Association.
Additional Directors (up to four) — with expertise in law, finance, infrastructure, safety, social welfare, or related fields.

The Executive Committee may co-opt additional persons for specific tasks as required from time to time, without voting rights. Committee terms are two years, renewable. Meetings occur at least quarterly with a quorum of four (4) members. Decisions are by majority vote; the Chairperson has a casting vote.

5.6 Disqualification from the Executive Committee

The following persons shall be disqualified from being appointed as a member of the Executive Committee: an un-rehabilitated insolvent; any person removed from an office of a juristic entity on account of misconduct; any person convicted of theft, fraud, forgery, or any offence involving dishonesty; any person disqualified from acting as a director under the Companies Act; a minor or any person under legal disability; and any person appointed to hold any political office at local, provincial, or national level.

6. Termination of Membership

Membership may be terminated by resignation, non-payment of fees after 60 days’ notice, or expulsion for code of conduct breaches after a fair hearing by the Executive Committee. Any member whose membership is terminated has the right to appeal the decision at the following AGM or through independent arbitration.

7. Nomination Process for the Executive Committee

Candidates for the Executive Committee shall be exclusively nominated by members of the Association. Nominations must be submitted in writing to the Executive Committee at least fourteen (14) days prior to the AGM. In the event that insufficient nominations are received, the Executive Committee may extend the nomination period but shall not accept nominations from outside the Association.

All candidates must submit a prescribed nomination form including their full name and contact details, a statement of intent, and relevant qualifications or experience. If no nominations are received within the required timeframe, an extension period of fourteen (14) days shall be granted. If the extended period elapses without sufficient nominations, the existing Executive Committee may appoint interim members until a formal re-election can be conducted.

8. Removal and Rotation of Executive Committee Members

In the event of a mid-term vacancy arising from resignation, incapacity, or death, the remaining Executive Committee members may appoint an interim member until the next AGM. Each Executive Committee member shall serve for two AGM cycles, at which point they shall be deemed to have stepped down but shall be eligible for re-election.

An Executive Committee member shall be deemed to have vacated office upon sequestration of their estate (whether provisional or final); commission of any act of insolvency; conviction for any offence involving dishonesty or any other serious criminal offence; becoming of unsound mind; or resignation in writing. Anything done in good faith by a person who ceases to be a member shall remain valid until the fact is recorded in the minute book of MossRates.

9. Powers of the Executive Committee

Subject to the express provisions of this Company Rules (Constitution) and the Memorandum of Incorporation, the Executive Committee shall manage and control the business and affairs of the Association. Its powers include the authority to raise funds through membership fees, donations, and grants; enter contracts and own property to achieve objectives; collaborate with municipal, provincial, or national authorities on ratepayer issues; advocate for policy changes; support affiliates through grants and centralised campaigns; and take legal action to protect ratepayer interests within the law and the Non-Profit Organisations Act.

The Executive Committee shall have the right to vary, cancel, or modify their decisions and resolutions from time to time.

10. Proceedings of and Voting by the Executive Committee

The Executive Committee may meet for the dispatch of business, adjourn, and otherwise regulate their meetings as they think fit, subject to the provisions of this Company Rules (Constitution). The quorum necessary for all meetings of the Executive Committee shall be four (4) members present personally. If no quorum is present within fifteen (15) minutes after the time for commencement of the meeting, it shall stand adjourned for seven (7) days, and those members present at the adjourned meeting shall constitute a quorum, provided no fewer than three (3) Directors are present.

At any general meeting of the Association, each Member present in person or by proxy and entitled to vote shall have one (1) vote. In the case of an equality of votes for and against a resolution, the Chairperson shall have the casting vote. The Executive Committee shall cause minutes to be kept of every meeting, which shall be reduced to writing and certified correct by the Chairperson without undue delay after the meeting has closed. A resolution signed by all members shall be valid in all respects as if it had been duly passed at a meeting.

11. General Meetings of the Association

The Association shall, within three (3) months after the end of the financial year, hold an Annual General Meeting in addition to any other general meetings during that year. All meetings other than the AGM shall be called Special General Meetings.

Request for a Special General Meeting: A Special General Meeting may be convened upon the written and signed request of Members, submitted to the Executive Committee. The request must clearly state the purpose of the meeting, include a proposed agenda, and be signed by the requesting Members. The request must be supported by at least 25% of the total Members. The Executive Committee must acknowledge receipt within seven (7) days and issue a formal notice convening the SGM within twenty-one (21) days, scheduling the meeting no later than twenty-eight (28) days after the date of such notice.

12. Notices of Meetings

An AGM and a meeting called for the passing of a special resolution shall be called by not less than twenty-one (21) clear days’ notice via email or the Association’s website. Any other general meeting shall be called by not less than twenty-one (21) clear days’ notice in writing. The notice shall specify the place, day, and hour of the meeting. A meeting shall be deemed duly called despite shorter notice if agreed to by not less than 25% of the Members entitled to attend and vote.

The AGM shall deal with the consideration of annual financial statements, the election of the Executive Committee, the noting of membership fees, the appointment of an auditor, and any other business laid before it.

13. Service of Notices

Notices may be given by the Association to any Member either personally or by sending it by email or through the post in a prepaid letter addressed to such Member at their registered address or email address. Notice of every general meeting shall be given in any manner authorised to every Member.

14. Proxies

A Member entitled to attend and vote at a meeting of the Association shall be entitled to appoint one person as their proxy to attend, speak, and vote in their stead. The instrument appointing a proxy shall be in writing under the hand of the appointer. The instrument appointing a proxy shall be deposited at the registered office of the Association not less than forty-eight (48) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, or at such other place as is specified for that purpose in the notice convening the meeting.

In default, the instrument of proxy shall not be treated as valid. However, the Chairperson of the meeting may agree to accept a proxy tendered at any time before or during the meeting. A proxy shall be valid for an indefinite period unless stated otherwise, and shall be valid for any adjournment of the general meeting to which it relates.

15. Quorum

No business shall be transacted at a general meeting unless a quorum is present both when the meeting proceeds to business and when any resolution is to be passed.

Thirty-five (35) members or 10% of the total membership, whichever is less, present in person or by proxy shall constitute a quorum.

If a quorum is not present within fifteen (15) minutes after the appointed time, the meeting shall be dissolved if convened on requisition; in all other cases it shall stand adjourned to the same place, time, and day of the following week. If a quorum is not present at the adjourned meeting, the Members present shall constitute a quorum.

16. Adjournment by Chairperson with Consent of Meeting

The Chairperson of a general meeting may adjourn the meeting from time to time and from place to place if the meeting approves each adjournment by majority vote. No notice need be given of an adjourned meeting, save for an announcement at the meeting of the date, time, and venue, unless the adjournment is for thirty (30) days or more, in which event notice shall be given in the same manner as for the original meeting. Only business left uncompleted at the original meeting may be transacted at the adjourned meeting.

17. Voting Rights of Members

Members shall be entitled to vote only on matters raised on the agenda of every general meeting. At every general meeting, each Member present in person or by proxy and entitled to vote shall have one (1) vote. No person other than a Member who has paid all sums due to the Association and who is not suspended shall be entitled to be present or to vote. Voting shall take place by show of hands unless a poll is demanded.

Resolutions shall be passed by a 50% majority vote. Specifically:

an ordinary resolution requires more than 50% of votes cast; and
a special resolution requires 75% of the votes cast by members present in person or by proxy, in accordance with the Companies Act, 2008.

A vote cast under a proxy which has been revoked shall be valid unless written notice of the revocation is received by the Association prior to the meeting, or the Chairperson agrees to accept written or oral notice of such revocation at the meeting. Any resolution which could be passed at a general meeting may be passed without a meeting if one or more copies of the resolution are signed by or on behalf of all Members entitled to vote.

18. Finances and Accounting Records

All payments must be authorised by at least two signatories, one of whom must be the Treasurer or Chairperson.

The Executive Committee shall approve expenditure in accordance with a financial delegation policy adopted by the Board. Any expenditure above a limit determined by Members at the AGM shall be reported to Members at the next AGM.

The Association operates on a non-profit basis, and funds are used solely to advance its objectives, including advocacy, education, and affiliate support.

The Treasurer maintains accurate records, and annual financial statements are independently reviewed or audited as required by law and presented at the AGM. The Treasurer shall report annually to Members.

A banking account is maintained in the Association’s name with at least two authorised signatories. The financial year runs from 1 July to 30 June. No loans may be made to members or office bearers.

The accounting records shall be kept at the registered office of the Association and shall always be open to inspection by the Executive Committee. A copy of the annual financial statements shall be sent to every Member not less than twenty-one (21) days before the AGM.

19. Indemnity

The Executive Committee and the auditors shall be indemnified against any liabilities bona fide incurred by them in their respective capacities, whether defending any proceedings, civil, criminal, or otherwise, in which relief is granted by a court.

20. Amendments

This Company Rules (Constitution) may be amended at an AGM or Special General Meeting by a 75% majority of voting members present in person or by proxy, with twenty-one (21) days’ notice of proposed changes provided via email or the Association’s website. No amendment shall be inconsistent with the Memorandum of Incorporation or the Companies Act, 2008.

21. Dissolution and SARS PBO Compliance

Upon dissolution of the Association, as resolved by a 75% majority vote at an AGM, the entire net asset value remaining after the satisfaction of all liabilities must be transferred to:

a) Another registered Public Benefit Organisation (PBO) which has been approved in terms of section 30 of the Income Tax Act;
b) Any institution, board or body which has been approved in terms of section 10(1)(cA)(i) of the Income Tax Act, which has as its sole or principal object the carrying on of any public benefit activity; or
c) The government of the Republic of South Africa in the national, provincial or local sphere, contemplated in section 10(1)(a) of the Income Tax Act.

Such distribution must strictly comply with Item 1(4)(b) of Schedule 1 of the Companies Act, 2008, and the Non-Profit Organisations Act.

Adoption

Accepted by the Executive Committee of MossRates at Mossel Bay on 25/06/2026

Name	Capacity	Signature
Peter Bernard Brauteseth	Chairperson	(signed)
Jody Klue	Secretary	(signed)

This Company Rules (Constitution) has been reviewed and aligned with the Memorandum of Incorporation of MossRates NPC (2025/800784/08) and the Companies Act 71 of 2008.

MossRates NPC — Company Rules (Constitution) — Revised June 2026