Hashtag Nonprofit Contributors

Nicole Copley

Nicole has consulted to the NGO sector since 1993. She is an admitted attorney (non-practising), has her Masters in the tax exemption laws and is a Master Tax Practitioner. Nicole developed her drafting skills while working as a business lawyer, and she has a pragmatic problem-solving approach to all the work she does. Her depth and breadth of experience over many years and her work with government and a wide range of clients, give her useful perspective and insight. Nicole also lectures and trains on various topics of importance to the NGO sector. She is author of ‘NGO Matters: A practical legal guide to starting up’, and publisher of the series of NGO Matters handbooks.

Articles

Who needs to have an AGM?

Nonprofit Law
An annual general meeting (AGM) is a meeting of members or shareholders, and its usual function is to elect the board, hear the reports on the activities and plans of the organisation, and view the annual financial statements (AFS). A non-profit which has members: The AGM is a fundamental part of the governance routine allowing the members a regular opportunity to receive information, and to exercise their basic function of holding the board to account and electing board members. A non-pro...

Removing a member of the board of directors

Governance
Boards of NPCs often find themselves in a position where, for one reason or another, they would like to remove one of their number from the Board. If the MOI of the NPC stipulates terms of office for directors (and if those terms of office are usually observed) then the easiest route may be to wait it out, and simply not re-elect that director when their term ends. If this is not an option or too far away to endure, and if some gentle persuading to resign bears no fruit, then the Companies ...

Some thoughts on minutes and agendas

Governance
Organisations often use standard formats for agendas and minutes but, if you are considering ways to make meetings more effective, we think it better to make up your own format and procedure, to be sure that they suit your organisation and support and invigorate the way it is governed.Standard agendas can undermine effective meetings as they usually (unintentionally) obscure the main purpose of the meeting. People attending meetings need to be alerted to the intended focus points of the meeti...

Can we leave our unused trust dormant?

Nonprofit Law
The functioning of the various Masters of the High Court being what they are (and the comparative speed and ease of use of CIPC being markedly better) we are quite often asked by clients who have decided to no longer use a trust as their main operating entity, whether they could and should just leave a trust which is not currently in use “dormant”, or whether they should take the active step of notifying the Master that it is being terminated and close officially it down. Technically a...

Dispute resolution clauses in founding documents

Nonprofit Law
We quite often see standard ‘quick fix’ or arbitration dispute resolution clauses included in founding documents such as trust deeds, MOIs and constitutions. These dispute resolution clauses originate from contracts, and as a way to try to have people who have signed an agreement resolve matters faster and cheaper, before resorting to tedious and expensive legal process. Whether they are ‘independent expert’ or ‘quick arbitration’ clauses, the idea is that parties with competing views and in...

NPC Advice: What is a 'unique MOI' and do we need one?

Nonprofit Law
Many NPCs which are registered in a hurry or without any understanding of the importance of the Memorandum of Incorporation (MOI) of an NPC are often established with the CIPC standard form MOI as their founding document. At ngoLAW we only register with a standard CIPC MOI as a short-term emergency measure when the NPC needs to be registered fast and it is felt that there is not sufficient time for the board to engage with the process of drafting a “unique” MOI. (“Unique” is what the Companie...

What does 'ex-officio' mean?

Nonprofit Law
The widely misunderstood term 'ex-officio' means “by virtue of another office held” and simply means that the person automatically becomes a board member because of some other position they are in. Those who serve ‘ex officio’ are not voted on, do not resign and are not subject to terms of office, as they are in when they are in the (other) office, and out when they leave. Please note that the “ex officio” status does not mean that they are non-voting on the board. If anyone (the CEO, the C...

POPIA Compliance update: Resources and options

Nonprofit Law
The ‘D’ day for POPIA compliance has come and gone. Some of us have it all sussed and sorted, some had good intentions but have been diverted by other dramas, and some are still wondering whether they need to engage with POPIA (for the last lot, yes you do!) The good news is that the Information Regulator’s office seems to be as stuck as its website still is, with the Information Officer registration portal still not accessible due to technical difficulties. Our suspicion is that the technic...

Make your voice heard: Proposed Amendments to the NPO act

Insights
Those of us who work in the sector estimate that we have seen (and been involved with some parts of) about four or five processes of development of amendments to the NPO Act but none of these has seen the light of day, as new brooms have swept (not clean, that phrase is not appropriate) but they have swept previous work away and begun again.  Now we have a Nonprofit Organisations Amendment Bill, 2018 (!), published for comment on 1 October 2021 (but only really released on 4 October) and...

All about audit certificates

Tax and Finance
What are they? Audit certificates are a record produced each year and kept on file certifying/giving an opinion on the use of funds for which 18A receipts were issued.  According to s18A(2B), a PBO which falls under section 18(2A), must obtain and retain an audit certificate. This audit certificate confirms that all donations received or accrued in the year for which they were issued were used for 18A activities. Who needs them? Not all 18A organisations are required to prod...

Advance Notice - Changes coming to 18A Receipts

Tax and Finance
The current provisions of section 18A of the Income Tax Act requires that 18A receipts which are issued to donors include the following details: 18A RECEIPT:  Your organisation’s name, address and PBO number; The donor’s name and address; The date the donation was received; The amount of a monetary donation/nature and value of property donated; The required certification being: we hereby certify this receipt is issued for the purposes of section 18A ...

Acting outside your objects - Tax and other consequences

Tax and Finance
Some people believe that trading is prohibited for PBOs, and others that all income of PBOs is tax exempt. Neither of these is true, and the answer lies somewhere between the two extremes: Under Section 10(1)(cN) of the Income Tax Act, all non-trading income and some types and parts of trading income are exempt from tax if the organisation has PBO status.Any organisation with PBO status potentially receives three categories of income: Non-trading tax exempt income; Non-taxable tradin...

“Changing” the legal structure of your NPO

Nonprofit Law
It has surprised us how often staff, or governing body, members of non-profit organisations (“NPO’s”) have not been able to tell us which legal structure their organisation is established as – “we are an NPO” they insist! The Nonprofit Organisations Act defines, in section 1, an NPO as a trust, company or other association of persons established for a public purpose, the income and property of which are not distributable to its members or office bearers, except as reasonable compensation for...


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