REPUBLIC OF SOUTH AFRICA - COMPANIES ACT 1973
ARTICLES OF ASSOCIATION OF A COMPANY
NOT HAVING A SHARE CAPITAL

(Section 60 (1): Regulation 18)

REGISTRATION NO: 80/08634/08
NAME OF COMPANY: INSTITUTE OF CREDIT MANAGEMENT
(Association incorporated under Section 21)

1. INTERPRETATION

In these Articles:

1.1. “Board” means the Board of Directors of the Institute established in terms of Section 6.

1.2. “Director” means a director elected or appointed in terms of Section 7.

1.3. “Institute” and “The Company” and “ICM” mean the Institute of Credit Management.

1.4. “Memorandum” shall mean the Memorandum of Association of this Institute.

1.5. “Articles” shall mean the Articles of Association of this Institute.

1.6. “Month” means a calendar month.

1.7. “Writing” shall include printing, lithography, typewritten and any other usual substitute for writing.

1.8. “Secretary” means the Secretary of the Institute for the time being and any duly authorised person acting in the place of such secretary.

1.9. “These presents” mean and include the Memorandum and Articles of Association of the Institute the Constitution of the Institute, the Code of Conduct and Ethical Standards, and the Grievance Procedure of the Institute.

1.10. Words imputing the singular number only shall include the plural and vice versa unless clearly restricted by the context and words implying the masculine gender shall also include the feminine unless it shall definitely appear from the context that one sex only is intended.

1.11. “Register” means the register of Members kept in terms of the Companies Act.

1.12. “Member” means a Member of the Company.

1.13. “The Companies Act” means Act 61 of 1973, as amended or any Act which replaces it.

1.14. “National Executive” means the Board and additional Members as provided for in the Constitution.

2. TABLE “A” EXCLUDED

The regulations of Table A contained in the First Schedule of the Companies Act No. 61 of 1973 (as amended) and any consolidation or re-enactment thereof shall not apply to the Institute except insofar as the same are repeated or contained in these Articles.

3. MEMBERSHIP

The Institute shall admit new Members in accordance with the stipulations of its Constitution in respect of membership requirements and membership categories.

4. REGISTER OF MEMBERS

The Institute shall maintain at its National Office a register of Members as provided in Section 105(1) of The Companies Act. The Register of Members shall be open to inspection as provided for in Section 113 of this act.

5. CONDITIONS GOVERNING MEMBERSHIP

5.1 Every application for membership must be submitted in the manner and form determined by the Board and as set out in the Constitution.

5.2 Any Member shall be entitled to resign his membership on giving notice in writing to do so. Subject to its Code of Conduct and Ethical Standards and Grievance Procedure, the Board may also expel a Member and such a Member will thereafter be required to return the Certificate of Membership and all Institute awards.

5.3 Every Member shall furnish to the Secretary particulars of his home and business address and of any changes thereof, from time to time.

5.4 Every Member shall pay, as and when due, all contributions, fees and fines, levies or subscriptions for which he may at any time be liable in accordance with these Articles and the Constitution or any determination made by the Board.

6. MANAGEMENT OF THE INSTITUTE

The management and overall control of the Institute shall be vested in a Board of Directors as provided for in the Constitution.

The Institute will be managed and administered in accordance with the stipulations of its Articles, its Constitution and its Code of Conduct and Ethical Standards and Grievance Procedure, as determined by its Members from time to time.

7. DIRECTORS

At the Annual General Meeting, the Members shall elect the Directors in accordance with the Constitution.

8. PRESIDENT OF THE INSTITUTE

The Director elected as Chairperson in terms of the Constitution shall automatically be regarded as the elected President of the Institute.

9. SECRETARY

The directors may appoint any person, firm or organisation to act as Secretary of the Institute upon such terms and conditions as they may think fit. Any Secretary so appointed may be removed by them.

10. REMUNERATION OF DIRECTORS

No remuneration shall be paid to directors but expenses as provided for in the constitution will be reimbursed.

11. PROCEEDINGS OF THE BOARD OF DIRECTORS

The Board may meet, adjourn and otherwise regulate its meetings as is provided for in the Constitution, provided that it shall meet at least six (6) times each year. The quorum necessary for the transaction of the business of the directors shall be four (4) directors.

12. COMMITTEES

12.1 The board shall immediately upon election appoint from its ranks a Sub-Committee on Conduct as provided for in The Code of Conduct and Ethical Standards of the Institute.

12.2 The Board may appoint further sub-committees from its Members and may fix the quorum thereof and may delegate any of its powers to any such sub-committee. The Chairperson shall be an ex officio Member of all sub-committees other than the Sub-Committee on Conduct.

12.3 Each such committee shall have the right to co-opt such person or persons as it may think fit to be a Member or Members of such a sub-committee and with or without a right to vote as it may decide.

13. POWERS AND DUTIES OF THE BOARD

Except as otherwise herein provided for, the management and control of the Institute and of the funds under its control shall be vested in the Board which, in addition to the powers and authorities expressly conferred upon it, may exercise all such powers and do all such things and acts as may be exercised and done by the Institute and which are not hereby expressly directed or required to be done by the Institute in a general meeting.

14. GENERAL MEETINGS

An Annual General Meeting of the Institute shall be held once in every calendar year and not more than fifteen months after the holding of the last preceding meeting, at such time and place as may be determined by the Board, for the purposes of:

receiving and considering the financial statements for the past year including the report of the directors on the business of the Institute and the report of the auditors; 

the appointment, where necessary, of the auditors; 

the election of Directors to the Board for the following year; and 

the consideration of any other matter of which due notice has been given. 

No other business may be transacted at an Annual General Meeting. 

14.1 All other meetings of Members of the Institute, called for the purpose of conducting the affairs of the Institute shall be called “General Meetings”.

14.2 The Board may call a General Meeting at any time, by giving not less than twenty-one days’ notice and shall, upon a requisition signed by at least five Members, within 21 days of the receipt of the requisition, call a General Meeting to be held not later than three months from the date of the requisition by which such meeting is requisitioned or called. The notice of such meeting shall specify the nature of the business to be conducted and no other business shall be considered at such meeting.

14.3 Not less than 21 days’ notice of any general meeting, specifying the day, hour and place of the meeting, and the general nature of the business to be dealt with, shall be given to the Members, but the non-receipt of such notice by any Member shall not invalidate the proceedings of any general meeting.

14.4. Any notice or document may be served on any Member either personally or by sending it through the post in a prepaid envelope or wrapper addressed to such a Member at the address appearing in the books of the Institute or, if no such address be given therein, then at the last address of such Member known to the Secretary or his nominee. The certificate of a Director of the Institute indicating that a notice or document has been delivered or mailed shall be prima facie evidence of the delivery or mailing of such notice or document.

Any notice sent by post shall be deemed to have been served and given on the seventh day after that on which the letter, envelope or wrapper containing the same is posted. The non-receipt of any notice by any Member or Members shall not invalidate any resolutions passed or proceedings taken at any meeting.

14.5 A Member wishing to bring any motion before a general meeting shall give written notice thereof to the Board not later than ten (10) clear days before the meeting and no such motion shall come before the meeting unless notice thereof has been so given.

14.6 Ten (10) Members personally present and entitled to vote shall be a quorum for a general meeting.

14.7 The Chairperson by virtue of his office shall take the chair, or in his absence, or if he is not willing to act, a director shall be chosen to take the chair at every general meeting of the Institute and if at any meeting no person entitled to take the chair shall be present within ten minutes after the time appointed for holding such meetings or if all such persons present decline to take the chair, then the Members present shall choose one of their number to be Chairperson.

14.8 If at any annual or other general meeting, a quorum be not present within half an hour of the time appointed for the holding of the meeting, the meeting, if convened upon the request of Members, shall be dissolved. In any other case, it shall stand adjourned to such day, time and place as may be agreed upon by the Members present or represented at the meeting, subject to the provisions of Section 199 (2)(a) of the Companies Act, 1973. At such adjourned meeting, the Members present shall form a quorum.

14.9 The Chairperson may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

14.10 When a meeting is adjourned, notice of the adjourned meeting shall be given in terms of Section 192(2) of the Companies Act, 1973. Save as aforesaid it shall not be necessary to give notice of an adjournment or the business to be transacted at an adjourned meeting.

14.11 Every question submitted to an annual or other general meeting shall be decided in the first instance by a show of hands, unless three or more Members personally present and entitled to vote demand that a certain question before the meeting be decided by poll, which poll may be taken in such manner as the Chairperson may direct. In the case of an equality of votes, whether on a show of hands or at a poll, the Chairperson shall have a casting vote in addition to the vote to which he may be entitled as a Member.

14.12 At any meeting unless a poll is demanded a declaration by the Chairperson that a resolution has been carried by a particular majority or lost or not carried by a particular majority and an entry in the minute book of the Institute to that effect shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

14.13 The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. No poll shall be demanded on any question of adjournment.

15. PROXY

15.1 Every Member who is qualified to vote and who is present at any general meeting in person shall on a show of hands have one vote only, but upon a poll, such Member shall have in addition one vote for every Member represented by him in proxy. On a poll taken at any such meeting a Member entitled to more than one vote, need not if he votes use all his votes or cast all the votes he uses in the same way.

15.2 The instrument appointing a proxy shall be in writing under the hand of the appointee. Such instrument of proxy shall be available only for the meeting named therein and for any adjournment of such meeting.

15.3 Every instrument of proxy shall be substantially in the form set out in Annexure ‘A’ hereto or with such variations in any particular case as the Chairperson of the meeting may accept. To be valid this form must be completed and received at the National Office of the Institute not less than 96 hours before the time appointed for the meeting.

15.4 All Members of the Institute who have acquired full membership shall be entitled to one vote on any question raised at any Annual or other General Meeting. Corporate Members wishing to exercise their vote must ensure that their representative is duly authorised by proxy to vote on behalf of the Member, and each corporate Member shall have one vote only.

15.5 The instrument appointing a proxy shall be handed to, or forwarded, so as to be received by the Secretary or be deposited at the National Office of the Institute not less than ninety six (96) hours before the time of holding the meeting, or the adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote.

16. FEES AND SUBSCRIPTIONS

The Board may fix and determine from time to time the entrance fee payable on election to membership, the fee payable on the re-grading of a Member, fees for examinations and registration, and any other subscriptions and fees payable by any grade of Member.

16.1 Membership fees shall be payable in advance on the first day of January in each year, except that in the first instance they shall be due and payable at the date of election or admission.

16.2 Any Member being in arrears with payment of his annual subscription for six (6) months from the date of the same becoming payable, and provided that notice has been sent to his last known address, shall ipso facto cease to be a Member, but shall nevertheless be liable to pay the amount of such subscription, and any other arrears or subscription due by him to the Institute, and shall be liable as a Member in all other respects until the date of termination of membership. The Board shall have power in special cases to suspend the operation of this provision.

17. EXAMINATIONS

Unless otherwise resolved by the Board, admission to the examinations of the Institute shall be restricted to persons registered with the Institute.

17.1 The examinations of the Institute shall consist of examinations in the subject of Credit Management and other business subjects and such other examinations as the Board may from time to time determine, arranged in such order or parts as the Board may determine, in accordance with the syllabi and curricula determined by the Board from time to time.

17.2 The Board shall have the power to make, alter, amend or revoke, from time to time, rules and regulations for examinations of the Institute and such rules and regulations may provide for all matters relating to such examinations including exemption on educational grounds from part of the examinations, and the registration of all classes of Members.

18. FINANCES

The financial year of the Institute shall be the twelve-month period ending December 31 of each year.

18.1 The funds of the Institute shall be applied in the first place in defraying current expenses, and subject thereto, may be applied in or towards the acquisition by purchase, lease or otherwise, and furnishing and maintenance, of suitable premises for the use of the Institute, and for such other purposes as the Board shall from time to time think expedient with a view to the promotion of the objects of the Institute or any one of them. The administration of funds shall be subject to the general direction of the Board.

18.2 The Board may from time to time set apart such sums as in their judgement are necessary or expedient, to be applied at the discretion of the Board in providing against losses on property subject to depreciation, or to meet claims on, or liabilities, of the Institute, or for any other purpose of the Institute.

18.3 All moneys of the Institute not immediately required for any payment to be made by the Institute, may be invested by the Board with a Registered Financial Institution.

19. MINUTES

Minutes shall be kept of all resolutions and proceedings of general meetings of the Institute, meetings of the Board and meetings of committees, and divisions, regions, branches or centres or agencies or sub-committees of the Institute.

20. PRIVILEGED COMMUNICATIONS AND INDEMNITY

All communications, correspondence, reports, minutes and other papers and documents relative to any applications to the Board or to the reports of the examiners or moderators, or to the suspension or forfeiture or expulsion of any class or grade of Member shall be privileged and confidential.

20.1 Every Member of the Board or a Committee thereof, the Secretary or Manager or other officer or servant for the time being of the Institute shall be indemnified out of the funds of the Institute against any liability for or incurred by him in defending any proceedings as a Member of the Board or a Committee thereof, Secretary, manager or other officer or servant, whether civil or criminal, and no personal liability shall attach to such Member of the Board or a Committee thereof, Secretary, Manager or other officer or servant unless such liability arises from any negligence, default, breach of duty, breach of trust or acts contrary to the instructions of the Board, on the part of that person.

21. ALTERATION TO ARTICLES

Subject to the provisions of sections 62, 199, 200 and 203 of the Companies Act, 1973, these articles or any of them may be amended, revoked or added to at an Annual General Meeting or at a General Meeting of the Institute.

22. INTERPRETATION

In the event of any dispute as to the intention or meaning of any present or future article, rule or regulation of the Institute or direction of the Board, the interpretation of the Board shall be final and conclusive.

23. REPRESENTATION

The Institute may sue or be sued in any Court of Law by its corporate name. All legal documents of whatsoever nature which may have to be executed by the Institute shall, subject to any statutory requirements and to the provisions of these presents, be signed on behalf of the Institute by the person or persons authorised so to do from time to time by resolution of the Board.