MEMORANDUM
OF AN AGREEMENT IN RESPECT OF A DONATION IN TRUST MADE AND ENTERED
INTO BY AND BETWEEN
WHEREAS the Donor wishes to create a Trust by way of a donation
to the Trustees for the purpose of establishing a Trust Fund to
be used for the purposes set out in this Trust Deed;
AND WHEREAS the Trustees have declared themselves prepared to accept
and to hold, invest and use the donation for the purposes and in
the manner set forth in this Trust Deed.
1. DEFINITIONS:
In this Trust Deed, unless the context otherwise requires,
words importing the singular shall include the plural and
words importing the masculine gender shall include females
and vice versa, and the following expressions used in this
deed shall have the meaning hereinafter assigned to them
unless the context shall clearly otherwise require, namely:
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| 1.1. |
"animal" shall include all members of the animal
kingdom; |
| 1.2. |
"keeper" shall mean any person that owns or possesses
a captive animal; |
| 1.3. |
"captive animal" shall mean any animal that is
kept by any person in such a way as to ensure that its possession
by the keeper is maintained or that it returns habitually to
the keeper; |
| 1.4. |
"possession" shall mean common law possession
as extended by the Game Theft Act 105 of 1991; |
| 1.5. |
"interest" in relation to a captive animal shall
be any interest by any person, be such interest commercial or
otherwise, and irrespective of any legal right in or to a captive
animal; |
| 1.6. |
"Trusteeship" shall mean the office held by
the Trustees of the Trust; |
| 1.7. |
"Trustee" shall mean an incumbent to the office
of Trustee and in the first place includes the persons who signed
the Trust Deed as Trustees and their successors; |
| 1.8. |
"objects of the Trust" shall be those set out
in clause 4 of the Trust Deed; |
| 1.9. |
"mission statement" shall be that set out in
clause 4 of the Trust Deed and shall indicate the purpose of
the Trust; |
| 1.10. |
"Trust Fund" refers to the Trust property or
capital vested in the Trustees, or in respect of which they
have a claim, namely the original donation and any addition
thereto, irrespective of the source such additions are derived
from; provided that the income of the Trust not allocated by
the Trustees within six months from the financial year end of
the Trust shall be form part of the capital of the Trust; |
| 1.11. |
"income beneficiaries" shall mean persons or
bodies who may benefit from the income of the Trust in terms
of the discretionary powers vested in the Trustees and which
beneficiaries may include institutions of an educational or
charitable nature; |
| 1.12. |
"capital beneficiaries" shall mean the person
or bodies to whom the capital of the Trust will be distributed
on termination of the Trust, or such distributions made in terms
of the discretionary powers vested in the Trustees and which
beneficiaries may include institutions of an educational or
charitable nature; |
| 1.13. |
"member" shall be a person that has subscribed
to the objectives of the Trust in the manner determined by the
Trust Deed, and has been accepted by the Trustees as a member
as provided for in clause 5 of the Trust Deed. |
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2. CREATION AND NAME OF
THE TRUST
By way of the donation to the Trustees to be used for the
purposes set out in this Trust Deed, a Trust is hereby created
which will be known as the ANIMAL INTEREST ALLIANCE.
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3. DONATION
The Donor hereby donates to the Trustees an amount of one
hundred rand (R100,00) which donation is made and accepted
by the Trustees for the purpose of the Trust, and which
donation shall be the initial Trust Fund of the Trust. Any
subsequent additions to the Trust Fund, irrespective of
the source from which such additions are derived, shall
if they are accepted by the Trustees, form part of the Trust
Fund and be held and administered by the Trustees subject
to the terms and conditions of the Trust Deed.
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| 4. OBJECTIVE OF THE TRUST |
| 4.1 |
The objective of the Trust shall be to promote
the welfare of animals, to strengthen the human-animal bond,
to preserve genetic diversity, to ensure that the use of renewable
resources is sustainable and to safeguard the rights and interests
of responsible animal owners and professionals through research,
public education and the development of sound public policy.
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| 4.2 |
The Mission Statement of the Trust shall be the
same as its objective but may be varied with the unanimous assent
of its Trustees. |
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| 5. MEMBERSHIP |
| 5.1 |
Any person, natural or legal, may become a member
of the Trust. |
| 5.2 |
The Trustees shall have a discretion to refuse
the admission of any person, institution or body as member if
in the opinion of the Trustees such person, institution or body
is a rightist group that is opposed to the keeping of animals
in captivity or does not subscribe to the objectives of the
Trust. |
| 5.3 |
Membership fees may be set by the Trustees from
time to time and may be differently determined for the following
groups: INDIVIDUAL FAMILY CORPORATE PLATINUM SPONSOR and may
allocate to such groups different benefits arising from such
membership, provided however that no member shall be deprived
of any rights or benefits conferred by this Trust Deed. |
| 5.4 |
The Trustees may at their discretion categorise
members into the following groups: PROFESSIONAL, who shall be
persons who derive all or part of their income from the keeping
of animals, the rendering of services to animal keepers or the
provision of goods required for animal keeping; ORDINARY, who
shall be persons who keep animals as pets or as hobby or that
have non-commercial, educational or welfare interests in the
keeping of animals; ASSOCIATE, who shall be persons who do not
fall into either of the categories of professional or ordinary
member, but wish to associate themselves with the objectives
of the Trust and to participate in its activities. |
| 5.5 |
In order to become a member, a person shall be
obliged to subscribe to the Trust in writing on a form determined
by the Trustees from time to time and shall by his or her signature
thereto, be deemed to have accepted the terms and conditions
of this Trust Deed and the powers given to Trustees. |
| 5.6 |
The Trustees shall determine the form and content
of a membership certificate that shall be provided to all members
indicating their category of membership. |
| 5.7 |
The Trustees shall maintain a register of members
that shall be kept at the address nominated by the Trustees
from time to time and shall be open to public scrutiny an all
reasonable times during normal working hours and upon the submission
of a request in writing to be delivered to the Trustees not
less than 24 hours prior thereto. |
| 5.8 |
The Trustees may prescribe membership fees and/or
subscriptions for each category of member which fees and/or
subscriptions will be paid annually in advance to the Trustees. |
| 5.9 |
All membership fees and/or subscriptions shall
form part of the Trust Fund and shall be dealt with in accordance
with this Trust Deed. |
| 5.10 |
The Trustees may terminate the membership of
any member that fails to pay any amount due to the Trust arising
out of his or her membership, or if such person acts contrary
to the objectives of the Trust, thereby bringing it into disrepute
provided that: |
| 5.10.1 |
a majority of Trustees resolves to terminate
the membership of any member; |
| 5.10.2 |
such member is given 14 (fourteen) days written
notice of the intention of the Trustees to terminate his or
her membership, after which date such termination of membership
shall become effective; |
| 5.10.3 |
the decision of the Trustees shall be final.
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6. VESTING OF RIGHTS TO
TRUST PROPERTY
On acceptance by the Trustees of their Trusteeship in terms
of this Trust Deed and the abovementioned donation, the
Trustees immediately have a claim against the Donor for
the delivery of the donation and have the right and are
bound to ensure that the donation is received by them. While
the Trust is in operation the Trustees are hereby obliged
to take possession of all of the Trust assets including
title deeds and other documents and to ensure their preservation
and safekeeping for the duration of the Trust.
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| 7. PROVISION CONCERNING THE
NUMBER OF TRUSTEES, TERMINATION OF OFFICE AND SUCCEEDING TRUSTEES |
| 7.1 |
There shall at all times be a minimum of five
(5) Trustees in office, provided that if there are fewer than
three Trustees as a result of the resignation or death of a
co-trustee, the remaining Trustees will be authorised to exercise
all the powers of Trustees for the maintenance and administration
of the Trust Fund until such time as additional Trustees have
been appointed, which appointment the Trustees so in office
shall make within NINETY (90) days of the resignation or death
of a co-Trustee. Should they fail to do so, the Auditor of the
Trust for the time being, shall ipso facto become a Trustee,
and shall either remain in office or appoint a suitable person
to succeed such Auditor. In the event of the Auditor being the
only Trustee in office, he shall have the right to appoint additional
Trustees. |
| 7.2 |
On the written acceptance of his appointment
as a Trustee, a succeeding Trustee shall be vested with all
the powers and be subject to all the duties of a Trustee as
if he had been one, of the original Trustees of this Trust. |
| 7.3 |
A Trustee shall cease to act as a Trustee: |
| 7.3.1 |
if he resigns as Trustee, which he is entitled
to do by THIRTY (30) days written notice to his co-Trustee(s)
to this effect; |
| 7.3.2 |
if he is certified as mentally disturbed or
is placed under curatorship; |
| 7.3.3 |
if he is disqualified in terms of the Companies
Act in force from time to time, from serving as a director
of a company; |
| 7.3.4 |
if he is requested by a majority of Trustees
to resign. |
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8. FURNISHING OF SECURITY
BY TRUSTEES
A Trustee serving as such, either as a first Trustee, or
as an additional, assumed or succeeding Trustee, is exempted
from furnishing security to the Master of the High Court,
or any other person or body, in terms of the Trust Moneys
Protection Act, No. 34 of 1934, or in terms of any other
statutory provision, for the proper performance of his duties
as Trustee.
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9. ABSENCE OF A TRUSTEE
A TRUSTEE who is temporarily absent from the address from
where the TRUST transacts its business, shall have the right
to nominate a co-Trustee by means of a written proxy to
act on his or her behalf.
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| 10. RESOLUTIONS
BY TRUSTEES |
| 10.1 |
Where the Trust Deed refers to discretion, such
discretion means an exclusive and absolute discretion vesting
in the Trustees, but subject to the provisions of the Trust
Deed. |
| 10.2 |
The Trustees shall pass resolutions by way of
an ordinary majority of votes, save in respect of any resolution
relating to the distribution of any capital or income of the
Trust, in which case the approval of at least three quarters
of the Trustees shall be required. |
| 10.3 |
The restriction aforesaid shall not apply to
the payment of any amount in the ordinary course of the business
of the Trust where this is undertaken by any person to whom
the management of the Trust is delegated. |
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| 11. POWERS OF TRUSTEES |
| 11.1 |
The Trustees shall have all powers necessary
for the proper management of the Trust and all powers permitted
by any legislation controlling the operation of Trusts, provided
however that such power may not be exercised for their personal
benefit. |
| 11.2 |
The powers of the Trustees shall at all times
be interpreted subject to the objective of the Trust. |
| 11.3 |
Without derogating from the generality of the
foregoing, the Trustees shall have the power to deal with the
Trust assets which they in their exclusive discretion deem necessary
to best manage the Trust and to fulfil its objectives and more
specifically to: |
| 11.3.1 |
open bank or building society accounts for the
Trust, draw cheques on such account or deposit monies in to
it, the signature of any of the Trustees constituting proper
authority therefor provided such Trustee was given such authority
by a proper resolution of the board of Trustees; |
| 11.3.2 |
buy, sell or exchange goods of any kind, movable
and immovable, corporeal and incorporeal, shares, stocks, debentures
and securities on such terms and conditions as the Trustees
may decide; |
| 11.3.3 |
invest moneys which form part of the Trust assets
in such securities and on such terms and conditions as the Trustees
may determine; |
| 11.3.4 |
negotiate loans in favour of the Trust, with
or without interest, with or without security and on such terms
as are agreed with the lender; |
| 11.3.5 |
sell, let, improve, alter and maintain any fixed
property forming part of the assets of the Trust and if needs
be to demolish fixed improvements and erect new improvements; |
| 11.3.6 |
collect rent and cancel leases and to evict a
lessee from property belonging to the Trust; |
| 11.3.7 |
institute or defend legal actions of any kind; |
| 11.3.8 |
make use of the services of professional advisors
and tradesmen for the affairs of the Trust and to pay for such
services out of the Trust Fund; |
| 11.3.9 |
pay the costs of the administration of the Trust
Fund; |
| 11.3.10 |
accept donations or bequests on behalf of the
Trust from anybody subject to the terms and conditions of the
Trust Deed and such other conditions as may be attached to such
donation or bequest; |
| 11.3.11 |
carry on any form of business operation including
farming in the name of the Trust for profit or otherwise, alone
or in partnership or association. |
| 11.4 |
To enable the Trustees to give effect to the
above powers, they are hereby empowered to sign all documents
and take all such steps deemed necessary for the meaningful
exercising of these powers. |
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| 12. MEETINGS OF TRUSTEES
AND RESOLUTIONS |
| 12.1 |
The Trust shall meet from time to time to discuss
and resolve the business of the Trust. |
| 12.2 |
At their first meeting, the Trustees shall elect
one of their number to act as chairperson and such person shall
act in this capacity until the majority of Trustees resolve
to terminate such appointment and subject to the appointment
of a person to act in his or her stead. |
| 12.3 |
Every Trustee shall have the right to call a
meeting of Trustees on not less than 14 (fourteen) days written
notice to the remaining Trustees. |
| 12.4 |
The Trustees shall themselves determine the policy
and procedures to be followed at meetings. |
| 12.5 |
The quorum for meetings of Trustees shall be
at 3 (three). |
| 12.6 |
A written resolution signed by all of the Trustees
shall have the same legal implication as a resolution passed
at a meeting of the Trustees. |
| 12.7 |
The Trustees, in their administration of the
Trust and to enable them to give effect to any formal legal
requirement, may authorise one or more of their number to sign
all documents required to be signed for the execution of any
transaction concerning the business of the Trust. Any resolution
certified by a Trust to be a true extract from the minutes of
a meeting at which the resolution was passed by all the Trustees,
shall in all respects have the same legal force as a resolution
signed by all Trustees. |
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| 13. GENERAL MEETINGS OF THE
MEMBERS OF THE TRUST |
| 13.1 |
The Trustees shall convene an annual general
meeting of all members of the Trust which shall take place not
later than 6 (six) months after the financial year end of the
Trust. The purpose of the annual general meeting shall be to: |
| 13.1.1 |
nominate and appoint or reappoint the Trustees
the Trust; |
| 13.1.2 |
consider and approve the annual financial statements
of the Trust; |
| 13.1.3 |
consider any other matter of which at least 15
(fifteen) days prior written notice has been given. |
| 13.2 |
The annual general meeting of the Trust shall
be convened on not less than 30 (thirty) days notice to all
members of the Trust at their last known postal address, or
by electronic mail, or by notification in a newspaper published
and circulating in South Africa. |
| 13.3 |
Any member in good standing may require the Trustees
in writing to call a general meeting within 15 (fifteen) days
of a written request therefor and the Trustees shall convene
a general meeting which meeting shall be on 30 (thirty) days
notice to members given in the same manner as required for the
annual general meeting of the Trust. |
| 13.4 |
Any member who calls a general meeting as contemplated
hereinbefore shall provide details in writing of the purpose
for the meeting simultaneous with the request for the meeting,
the matters to be dealt with at such meeting and any resolutions
that are sought to be approved. |
| 13.5 |
A quorum for the conducting of the annual general
meeting or any general meeting shall be at least one half of
the Trustees in office and at least 5 (five) members of the
Trust in good standing. |
| 13.6 |
All decisions and all resolutions of the Trust
shall be passed on a majority of the persons present in person
or by proxy, in which number shall be included the votes of
Trustees. |
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| 14. PROFESSIONAL SERVICES |
| 14.1 |
The Trustees shall keep a proper set of books
recording the affairs of the Trust. |
| 14.2 |
The financial year end of the Trust shall be
the last day of February of each year and at this date, annual
financial statements shall be prepared and audited. |
| 14.3 |
The Trustees shall have the right to make use
of professional persons in so far as such services are deemed
necessary or desirable for the purposes of the Trust. |
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| 15. PERSONAL
LIABILITY OF TRUSTEES |
| 15.1 |
A Trustee shall not be personally liable for
any loss the Trust may suffer irrespective of the reason for
such loss, unless such loss resulted from a dishonest act committed
by a Trustee. |
| 15.2
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A Trustee shall not be liable for a dishonest
act committed by a co-Trustee unless there was collusion between
the Trustees. |
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16. AMENDMENT
TO THE TRUST DEED
The Trust Deed may be amended by the unanimous agreement
of the Trustees.
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17. REMUNERATION
OF TRUSTEES
The Trustees shall be entitled to remuneration for their
services provided that such remuneration shall not exceed
5% (five percent) of the annual income of the Trust.
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| 18. TERMINATION
OF THE TRUST |
| 18.1 |
The Trust may be terminated by resolutions passed
at both a meeting of the Trustees and a general meeting convened
for such purpose and subject to such terms and conditions as
may be agreed by the majority of Trustees and members. |
| 18.2 |
In the event of the termination of the TRUST
for any reason, any its Trust Fund, if any, shall be distributed
by the last serving Trustees to a body of a charitable nature,
or whose purpose is the keeping or caring for animals. |
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SIGNED BY THE DONOR THIS DAY OF 2007.
SIGNED BY THE TRUSTEES THIS DAY OF 2007.
