17.2.5 DIRECTORS OF A NON-PROFIT COMPANY.
An NPC must have a board of directors which must comprise of at least three directors. The incorporators are the first directors of the NPC.
If there are no members the MOI must set out the basis on which its Directors are appointed via the Board or other persons. If the NPC has members the MOI must set out the basis on which its members choose its Directors. If any Directors are to be elected by the voting members its MOI must provide one third of them to be elected each year.
Unlike a profit company an NPC is prohibited from providing a loan, securing a debt obligation or otherwise providing direct or indirect financial assistance to a Director of an NPC or a related or interrelated company or to a person related to any such director other than in certain limited instances as indicated below;
· Is in the ordinary course of the NPC’s business or fair value;
· Constitutes an accountable advance to meet legal expenses in relation to a matter concerning the NPC or to meet anticipated expenses to be incurred by the person on that NPC’s behalf;
· To defray the person’s expenses for removal at the NPC’s request or;
· Is in terms of an employee benefit scheme generally available or to a specific class of employees.
If an NPC has no voting members the board of that NPC may amend its MOI by special resolution as defined in Section 1 proposed by its board.