November 28, 2020 7:07 pm

MINERALS AFRICA DEVELOPMENT INSTITUTION (MADI) LIMITED

creating an open and constructive environment to support the economic, social and environmental structural transformation of Africa's mineral sector

INFORMATION FOR MEMBERS

Rationale

As a way of reaching financial sustainability of the Minerals Africa Development Institution (MADI) Limited we intend to invite interested parties to become members of the Company in accordance with the Memorandum and Articles of Association. Under the Memorandum and Articles of Association, members are required to pay an annual membership fees determined by the MADI Board of Directors.

The Companies Act, 2012 defines membership of a company into two classes. According to section 47 the valid class for Members is: (b) Persons who agree to become a member of a company and whose name is entered in its register of members.

Persons are defined as both individuals and registered entities.

If approved by the Board, there will be four categories of general members as follows:
(a) Category I – firms or corporations that are mineral producers, fabricators and/or explorers;
(b) Category II – institutions/organizations such as national, regional and international organizations and associations, government bodies and agencies, public or private research entities or academic institutions, or mining industry associations.
(c) Category III – minerals equipment, technology and other service providers including banking and financial institutions and individuals operating as sole traders; and
(d) Category IV – Non-Governmental Organisations, civil society and community-based Foundations.

Registration Principles

Any member from the above four categories will be registered in a Register of Members upon payment of the membership fee determined by the Board and as amended from time to time. The annual membership fees for each class of member shall be determined by the Board. Membership fees are payable once the Board has approved the membership application.

Membership in the Company is not transferable, except in the case where a Member is a corporation and the corporation is taken over, sold or merged with another corporation to the extent that the second corporation has greater than 50% controlling interest in the new entity, in which case membership reverts to the new entity.

Rights of Members
A Member shall have the right to:

(a) participate in the programs of the Company. When these programs and activities are offered at a cost, such as training courses and workshops, member will have the right to attend these at a discounted rate to be determined by the Board;

(b) participate in election of Company Directors and to stand for any office of the Company;

(c) submit proposals or statements on matters concerning the Company;

(d) to elect, be elected or appointed as deemed necessary to any committee of the Board;

(e) access MADI website restricted membership pages, documents and training material, facilities and resources of the Company in accordance with the Memorandum and Articles of Association.

(f) Have their name/brand displayed on the MADI website

Obligations of Members

The obligations of a Member are as follows:

(a) To pay annual membership fee in full and on due date;
(b) to be aware of the purpose and objectives of the Company as provided in these Articles;
(c) to uphold the Articles in pursuance of the Company’s objectives;
(d) to fully and meaningfully participate in all activities that further the objectives of the Company set out herein; and
(e) to exercise maximum discipline and exhibit exemplary behaviour at all times and maintain harmonious relations with all members of the Company.
(f) protect the Company against any harassment, victimization or any form of discrimination based on ethnicity, creed or political belief among others;

(g) participate to the best of their ability in all activities aimed at promoting the purpose and objectives of the Company including participating in the programmes, seminars, workshops, conferences, training and other related activities.

Termination of Membership

A Member may lose his or her membership of the Company if:

(a) the Member voluntarily resigns from the Company by submitting a resignation letter to the Chief Executive Officer;

(b) the Member fails, without reasonable cause, to pay membership fees in accordance with these Articles, for a period of six (6) months; or

(c) the Board finds the Member’s behavior and conduct of the Member inconsistent with the provisions of the Articles and the Member is removed by Special Resolution;

Any Member who wishes to resign or who breaches these Articles of Association shall return all company property, including Intellectual Property, in their possession to the Chief Executive Officer.

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