1999.08.01
MEMORANDUM OF AN AGREEMENT IN RESPECT OF A DONATION IN TRUST MADE AND
ENTERED INTO BY AND BETWEEN:
The RHODESIAN RIDGEBACK INTERNATIONAL FEDERATION
(hereinafter referred to as the DONOR)
and
The ten trustees listed in 5.1 hereinafter referred to as
the TRUSTEES FOR THE BENEFIT OF THE RHODESIAN RIDGEBACK
CLUB OF THE FREE STATE
(hereinafter referred to as the BENEFICIARY)
Whereas the donor wishes to create a trust by way of a donation to the
trustees for the purpose of establishing a trust fund for the benefit
of the beneficiary subject to the terms and conditions laid down by the
donor and contained in the trust deed;
AND WHEREAS the trustees have declared themselves prepared to accept and
to hold and invest the donations on behalf of beneficiary subject to the
terms and conditions laid down by the donor and stipulated in the deed;
THEREFORE THIS DEED PROVIDES AS FOLLOWS:
1. DEFINITIONS
1.1 In this trust deed , unless the context clearly other wise indicates
:
1.1.1 the singular shall include the plural and vice versa and words importing
any gender shall include the other genders;
1.1.2 any reference to persons shall include legal persons and trusts;
1.1.3 any reference to a company shall include a close corporation or
other legal person and a reference to share shall include a member's interest,
if applicable.
1.2 The hereinaftermentioned words and concepts shall have the following
meaning:
TRUSTEE refers to the incumbents of the office of trustee and includes
the first trustees acting in this capacity and subsequent trustees appointed
to the office of trusteeship:
TRUSTEESHIP refers to the office held by the trustees of the trust:
BREED refers to the Rhodesian Ridgeback breed of dog:
BENEFICIARY means the Rhodesian Ridgeback Club of the Free State: BOARD
refers to the trustees meeting in committee:
CAPITAL shall mean the capital or income of the trust, unless otherwise
indicated by the context:
TRUST FUND or TRUST PROPERTY 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 additions thereto, irrespective of the source
from which such additions are derived. Income of the trust from the financial
year end, shall form part of the capital of the trust. The aggregate of
all trust property constitutes the trust fund:
TRUST DEED or TRUST DOCUMENT refers to this document as a whole;
FOUNDER'S COUNCIL refers to those people who originally founded the organisation
hereinbefore described as the donor:
SPONSOR(S) refers to those people who contribute to the foundation. The
foundation may, at its discretion, grant those sponsors the same facilities
as are enjoyed by the members of the beneficiary who are automatically
regarded as sponsors:
VESTING DATE means the date on which the trust fund or part thereof will
vest in the beneficiary in whose favour this trust has been created. The
vesting date shall be any of the following dates:
(1) the date on which the trustees make interim distributions of capital
in terms of the powers vested in them;
(ii) the date in which the trustees may in their sole discretion determine
as the vesting date with respect to the whole of the trust fund.
2. CREATION AND NAME OF TRUST
By way of the donation to the trustees on behalf of the beneficiary referred
to hereinafter, a trust is hereby created which shall be known as the
RHODESIAN RIDGEBACK INTERNATIONAL FOUNDATION.
3. DONATION
The donor hereby donates to the trustees an amount of R100,00 (ONE HUNDRED
RAND) 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 contained in the trust document.
4. VESTING OF RIGHTS TO TRUST PROPERTY
On acceptance by the trustees of their trusteeship in terms of the trust
deed and the above mentioned 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 obligated to take possession
of all the trust assets including title deeds and other documents and
to ensure their preservation and safekeeping for the duration of the trust.
5. PROVISIONS CONCERNING THE NUMBER OF TRUSTEES,
TERMINATION OF OFFICE AND SUCCEEDING TRUSTEES
5.1 The first trustees of the trust are: Full names and addresses:
Hermine Biber, P O Box 4281, HONEYDEW, 2040
Willem Hendrik Fourie, P O Box 345,ºKRUGERSDORP 1740
William Jukes, P O Box 881,ºFONTAINBLEAU, 2032
Elizabeth Penprase, P O Box 1978, RIVONIA, 2128
Dr. Nathalie Rouget, P O Box 131,ºHALFWAY HOUSE, 1685
Stewart Hardie Stewart, P O Box 35025,ºNORTHCLIFF 2115
Francie van Rensburg, P O Box 240, VILLIERS 9840
Dirk van Rensburg, P O Box 240, VILLIERS 9840
Lorraine Merl Venter, P O Box 401, HONEYDEW 2040
Robert John Wright, P O Box 5485, CRESTA 2118
5.2 There shall at all times be a minimum of TEN (10) and a maximum of
TWENTY (20) trustees in office, provided that if there are fewer than
10 trustees as a result of resignation or death of co-trustees, 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
other trustees have been appointed, which appointment the trustees so
in office shall make within NINETY (90) days of the resignation or death
of the co-trustee(s). While only one trustee is in office he shall not
be entitled to pass a valid resolution for the distribution of the trust
fund or portion thereof or for the variation of the trust deed.
5.3 The acting trustees shall have the right to nominate and appoint additional
trustees of their own choice.
5.4 On the written acceptance of his appointment as trustee, a co-trustee
or succeeding trustee shall be vested with all the powers and be subject
to all the duties of a trustee as if he had been of the original trustees
of this trust.
5.5 A trustee shall cease to act as a trustee:
5.5.1 if he resigns as trustee, which he is entitled to do by 30 (THIRTY)
days written notice to his co-trustee(s) to this effect;
5.5.2 if he is certified to be mentally disturbed
5.5.3 if his estate is sequestrated, either provisionally or finally,
or if he surrenders his estate on behalf of his creditors or makes a compromise
with his creditors;
5.5.4 if, in terms of the provisions of the Company Act in force from
time to time, he is disqualified from serving as a director of a company.
6. FURNISHING OF SECURITY BY TRUSTEES
A trustee serving as such, either as a first trustee, or as an additional
or succeeding trustee, is exempted from furnishing security to the Master
of the Supreme Court, or any other person or body, in terms of the Trust
Property Control Act, No. 57 of 1988, or in terms of any other statutory
provision, for the proper performance of his duties as trustee.
7 ABSENCE OF 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 behalf.
8. RESOLUTIONS BY TRUSTEES
8.1 Where the deed refers to the discretion of the trustees, such direction
means an exclusive and absolute discretion vesting in the trustees;
8.2. Trustees shall pass resolutions:
8.2.1 when there are more than four trustees, by way of an ordinary majority
of votes; 8.2.2 when there are four or fewer trustees, by way of a unanimous
decision;
8.3 If a majority vote or unanimous resolution cannot be obtained, the
dispute shall be referred to the founders' council and, if unanimity cannot
be reached by ten of them in this regard, it shall be referred to a Senior
Counsel appointed by the Chairman of the Bar Council in the area of jurisdiction
of the Master of the Supreme Court where the trust is registered. The
arbitrator to whom the dispute has been submitted shall be entitled to
determine the procedure to be followed in the arbitration proceedings
and his decision shall be final and binding on the parties.
9. POWERS OF TRUSTEES
9.1 The powers of the trustees defined in this trust deed are powers which
relate to that of the office of trustee, to enable them to administer
the trust fund on behalf of the beneficiary and not for their personal
benefit. The extent of the powers vested in trustees must be interpreted
subject to the main objective of the trust, namely to benefit the beneficiary.
9.2 The trustees shall at all times be vested with such powers to deal
with the trust assets which they in their exclusive discretion deem necessary
to best control the trust fund for the benefit of the beneficiary. The
main emphasis in the administration of the trust property is upon investment
and not speculation and speculative transactions. Without restricting
the general powers of the trustees, the trustees shall have powers to:
9.2.1 open a bank account for the trust, draw cheques on such account
or deposit moneys in it, to issue bills and guarantees in favour of third
parties against the account and to hand to the bank, bills for collection
in favour of the trust. For the purpose of this sub-paragraph the signature
of any of the trustees shall be a proper authority for any transaction
from the bank account, provided that the authority was given to such trustee
by a proper resolution passed by the board;
9.2.2 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;
9.2.3 invest moneys which form part of the trust fund in such securities
and on such terms and conditions as the trustees may determine;
9.2.4 retain existing investments or investments made by the trustees
in that form or to re-invest in any other form;
9.2.5 grant loans to a beneficiary or any other person, with or without
interest against or free of security, or on such terms and conditions
as the trustees may in their discretion determine;
9.2.6 negotiate loans in favour of the trust, with or without interest,
with or without security, and on such terms and conditions as are agreed
with the lender;
9.2.7 mortgage, hypothecate or grant a lien on any asset of the trust;
9.2.8 sell, let, improve, alter and maintain any fixed property forming
part of the trust fund and if need be, to demolish fixed improvements
and erect new improvements and to do township and/ or sectional title
development of property;
9.2.9 collect rent and cancel leases, and to evict a lessee from property
belonging to the trust; 9.2.10 institute or defend legal actions;
9.2.11 attend meetings of creditors of a private individual, company or
body who is a debtor of the trust irrespective of whether the meeting
is in connection with insolvency, liquidation or judicial management;
to vote on any matter submitted to the meeting and generally, to exercise
all the rights a creditor would have had in similar circumstances;
9.2.12 guarantee as surety, or co-principal debtor, the due performance
by any person or company for compensation or free of charge, and to bind
an asset of the trust, as collateral security for this purpose;
9.2.13 issue receipts, discharges or indemnities in respect of any repayment
or discharge of obligations;
9.2.14 make use of the services of professional advisers and tradesmen
for the affairs of the trust and to pay for such services out of the trust
fund;
9.2.15 pay any costs incurred in connection with the administration of
the trust out of the trust fund;
9.2.16 accept donations sponsorship or bequests on behalf of the trust
from anybody subject to the terms and conditions of this trust deed and
subject to the terms and conditions attached to such further donation
and/or bequest;
9.2.17 carry on any form of business operation , including farming, in
the name of the trust for profit or otherwise, alone in partnership or
in associations;
9.2.18 form companies in any part of the world for such purposes as the
trustee may determine, to exercise the vote attaching to such shares vesting
in the trustees and, generally, to exercise any or all of the rights a
shareholder may have had in a company by virtue of the Articles of Association
or by virtue of the companies act in force in the Republic of South Africa;
9.2.19 where investments are made in a company or Unit Trust Scheme, whose
Articles of Association or regulations prohibit the registration of such
investments in the name of the trust, then in that event , the investment
may be held by the trustees in their personal names on behalf of the trust;
9.2.20 decide whether any receipt of a liquidation dividend by the trust
shall form part of the income or capital of the trust
9.2.21 to enable the trustees to give effect to above powers , they are
hereby empowered to sign all documents and take all steps deemed necessary
for the meaningful exercising of these powers;
9.2.22 make interim distributions of the trust in such circumstances and
at such times , and in such form as the trustees may deem fit;
9.2.23 effect an assurance policy on the life of a trustee and/or a beneficiary
or to take cession of such a policy and to pay the premiums for such policy
out of the income of the trust . If during the currency of the trust a
person so assured should die while the assurance policy on his life is
still in operation, the proceeds of such policy shall form part of the
trust fund;
9.2.24 exercise all the powers which directors of a private company have
in terms of Schedule 2 of the Companies Act No 61 of 1973;
9.2.25 apply on behalf of the trust for membership of a co - operative
company or associations or any other body or society and to enjoy the
benefits derived from such membership and to subject the trust property
to mortgage, pledge or hypothecation as security if so required;
9.2.26. collect, canvas for and accept sponsorship, donations, bequests,
endowments, and benefits of any nature for the foundation, from any person
or bodyºand from any source whatsoever.
10. FOUNDERS' COUNCIL
10.1 The founders' council consists of those fourteen people who founded
the Rhodesian Ridgeback International Federation and their names are:
N Rouget, L M Venter, S H Stewart, M Sankey, J Sankey, I Rencken-Lloyd,
N. Favelin, L Honegger, M Honegger, K Mair, H Thrush, A Wassenaar, W H
Fourie and M Lancaster.
10.2 Should any one of these founders be deceased or unable to participate
on the council he may resign and nominate someone to fill the vacancy,
and if he fails to do so the remaining founders shall replace him.
10.3 Any sponsor, or member of the beneficiary, may ask the founders'
council to adjudicate on any aspect of the conduct of the board, and its
decision will be final.
11. EMPLOYMENT OF CAPITAL
The trustees are empowered, in their absolute discretion, to:
11.1 make any payments which they are empowered to make from the income
of the trust, from capital if the income is insufficient for these purposes;
11.2 distribute trust property during the currency of the trust, to or
for the benefit of the beneficiary in such manner as the trustees shall
deem fit;
11.3 whenever any portion of the trust fund is distributed to the beneficiary
in terms of this trust deed, the trustees shall be empowered to effect
payment in cash or in kind , or partly in cash and partly in kind. The
value placed by the trustees on any goods or property forming part of
such a distribution shall be final and binding on all concerned;
12. EMPLOYMENT OF INCOME
The trust is a discretionary trust as far as the employment, allocation
and distribution of trust income is concerned, and in particular they
are entitled to: 12.1 pay all costs incurred by the trustees in connection
with the administration of the trust; 12.2 pay such amounts to the beneficiary
as the trustees may deem reasonable and desirable; 12.3 reimburse themselves
out of the trust fund in respect of any expenses that they personally
may have incurred in connection with the performance of their duties as
trustees; 12.4 accumulate income in the trust fund in order to supplement
the capital of the trust fund.
13. CREATION OF FURTHER TRUSTS
13.1 The trustees shall have the right to distribute the income and/or
capital of the trust in the creation of a further trust for the benefit
of the beneficiary or a similar body on such terms and conditions as the
trustees may deem fit. Without in any way detracting from the generality
of the foregoing, the trustees shall have the right to;
13.1.1 provide in such trust deeds for a vesting date before or after
the vesting date contained in this deed;
13.1.2 appoint separate trustees for such trusts. The trustees will be
relieved from any further responsibilities in respect of such amounts
transferred out of the trust fund to such separate trusts.
13.2 Should the beneficiary repudiate the benefits stipulated for him
prior to the vesting date of this trust , the trustees shall have the
right to create a new trust or trusts for the substituted beneficiary
/ beneficiaries in terms of the relevant provisions of paragraph 13.1
14. DUTIES OF TRUSTEES
Apart from the common law duties which attach to the office of trustees
, the trustees shall be subject to the duties enunciated in the Trust
Property Control Act No 57 of 1988 , namely to;
14.1 ensure that a notarially certified copy of the trust document is
filed with the Master of the Supreme Court;
14.2 refrain from acting as a trustee until they are in possession of
a letter of authority from the Master of the Supreme Court so to act;
14.3 open a trust account with a bank or building society in the name
of the trust in which all money received by them for purposes of the trust,
shall be deposited;
14.4 take possession of all title deeds and documents relating to the
affairs of the trust for safekeeping;
14.5 ensure that proper books are kept of the affairs of the trust;
14.6 keep all trust property separate and register it in the name of the
trust so that it can be identified as trust property;
14.7 refrain from holding or disposing of trust property for their personal
benefit or for the benefit of their estates, and, generally to act in
a prudent and responsible manner as can be expected from persons who are
in charge of the affairs of another person.
15 TERMINATION OF TRUST AND DISTRIBUTION OF TRUST
FUNDS
Subject to the definition of the vesting date the following provisions
shall apply on the termination of the trust; Apart from any interim capital
distributions the trustees may have made, the trust shall continue until
the vesting date as hereinbefore defined. The trust fund will be distributed
to the beneficiary or, in his absence to a similar body.
16. PROFESSIONAL SERVICES
16.1 The trustees shall keep a proper set of books recording the affairs
of the trust. The trust's financial year will close on the last day of
February every year unless otherwise elected. At this date financial statements
will be prepared which will be subject to annual audit if the trustees
deem it necessary. Every beneficiary of the trust shall on request be
entitled to a copy of the annual financial statements of the trust.
16.2. The trustees shall have the right to make use of the services of
professional persons in so far as such services are deemed to be necessary
or desirable for the purpose of the trust.
17. PERSONAL LIABILITY OF TRUSTEE
The trustees shall only be liable personally for any loss which the trust
may suffer if such loss was due to the failure of the trustees to act
with the care, diligence and skill which can reasonably be expected of
persons who manage the affairs of others. A trustee shall not be liable
for a breach of trust committed by a co-trustee unless there was collusion
between the trustees.
18. AMENDMENT TO THE TRUST DEED
The trust deed may be amended by agreement between the donor and trustees
and, if the donor is no longer in existence, by agreement between the
trustees and the beneficiary. The power to amend will only apply to the
administrative elements of the trust.
19. REMUNERATION OF TRUSTEES
19.1 The trustees are entitled to remuneration for their services at a
rate they deem equitable, provided such remuneration does not exceed the
tariffs laid down by professional trustees for trustee services.
19.2 A trustee who is an attorney, accountant or other professional person
shall be entitled to his normal remuneration for professional services
rendered irrespective of the fact that he may be a trustee of the trust.
20. RESTRICTIONS ON THE BENEFICIARY
20.1 Until any benefit or award vests in the beneficiary, nothing herein
contained shall create or confer upon the beneficiary any right or claim
to any benefit or award or delivery of any assets hereunder.
20.2 No rights or hopes of the beneficiary under this trust and not part
thereof shall be attachable by any creditor of the beneficiary or vest
in his trustee in insolvency and if, prior to any payment or award being
made to the beneficiary, he shall have committed or suffered any act,
default or process of law (other than a cession, assignment, pledge or
other encumbrance which the trustees have not refused to recognise in
terms of clause 20.3), whereby such rights or hopes or any part thereof
would, but for the provisions of this clause, become vested in or payable
to any other party or parties or if the beneficiary shall be declared
insolvent or assign his estate in favour of his creditors or if an attachment
is made or execution is levied on or against the rights or hopes of the
beneficiary or any part thereof then and in any or all of such cases such
rights and hopes of the beneficiary concerned under this trust shall immediately
and entirely thenceforth cease and determine and those rights and hopes
shall thereupon and subject to the provisos below, vest in the trustees
to be dealt with by them, subject to the conditions of paragraphs 20.2.1
and 20.2.2 namely: 20.2.1 the beneficiary shall not be obliged to repay
to the trust any amounts previously paid or advanced to him by the trust;
20.2.2 the trustees shall be entitled, in their discretion, to continue
to hold in trust the whole or part of the trust capital as they in their
discretion shall deem fit;
20.3 The trustees shall be entitled to refuse to recognise and to treat
as null and void any cession, assignment or pledge of the rights or hopes
of the beneficiary hereunder.
21 GUARDIANS
21.1 The board may appoint as guardians those people they feel can best
represent the interests of the breed.
21.2 The guardians shall be entitled to receive on request copies of all
minutes recording the business conducted at annual general meetings as
well as at meetings of the board.
21.3 The guardians are expected to make their knowledge and experience
available to the board so that it might better perform its duties for
the benefit of the breed.
22. LIMITATION RELATING TO THE DONOR
Notwithstanding anything to the contrary herein expressed or implied,
no discretion or power conferred upon the trustees or any other person
by this trust deed or by any rule of law or arising in consequence of
the exercise of any power conferred upon the trustees by this trust deed,
shall be exercised and nothing in this trust deed shall operate so as
to cause or permit part of the capital of the trust to be or become payable
to or applicable directly or indirectly for the benefit of the donor.
23. OBJECTIVES
The objectives of the foundation, in addition to supporting the beneficiary,
are to:
23.1 promote, encourage, foster and advance the breeding, well-being of
and interest in the breed;
23.2 preserve the integrity, hunting heritage, and the other historically
desirable features of the breed;
23.3 promote and encourage the establishment and successful long-term
operation of clubs which will effectively represent the breed in discussions
conducted by the executives of national registering bodies on all matters
pertaining to the breed in all countries where the breed exists, and in
particular to form and support a club in the Republic of South Africa
which must be located centrally and consequently which will be conveniently
positioned for all within the country who wish to apply for membership;
23.4 encourage observance and adherence to the breed standard adopted
by the applicable national registering body, and to assist all breeders
in improving on that breed standard;
23.5 work for the common and international acceptance of a uniform breed
standard by all clubs and their regional registering bodies, and to that
end to encourage consultation and joint action between the relevant clubs
and in particular by those clubs in South Africa and Zimbabwe as they
constitute the countries of origin.
23.6 create a centre of historical and current information and knowledge
of the breed by establishing a combined museum and library which would
be accessible to all members of the club and sponsors of the foundation.
24. MEETINGS OF TRUSTEES AND RESOLUTIONS
24.1 The trustees shall meet from time to time to discuss and resolve
the business of the trust. For this purpose the following shall apply:
(a) At their first meeting the trustees shall elect one of their number
to act as chairman and such chairman shall act in this capacity for such
period as is laid down by the trustees,
(b) Resolutions passed at meetings shall be duly recorded.
(c) Every trustee has the right to call a meeting of trustees.
(d) The trustees themselves shall determine policy and procedures to be
followed at meetings.
24.2 A written resolution signed by all the trustees has the same legal
implication as a resolution passed at a meeting of trustees.
24.3 The trustees shall meet at least once every two months. The trustees
shall meet as soon as possible after the end of the financial year of
the trust to exercise their discretionary powers.
24.4 The board, 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 trustee to be a true extract from the minutes of a resolution
passed by all the trustees shall in all respects have the same legal force
as a resolution signed by all the trustees.
24.5 A quarter of those trustees legally holding office as such shall
form a quorum at any meeting of the board. THUS DONE and SIGNED in the
presence of the undersigned witnesses.
NAME ..................................................
SIGNATURE ..................................................
DATE ..................................................
PLACE ..................................................
WITNESS
A DONOR
Chairman S H Stewart..................................................
Treasurer W Jukes..................................................
B TRUSTEES
H Biber..................................................
W H Fourie..................................................
W Jukes..................................................
E Penprase .................................................
N Rouget ..................................................
S H Stewart ..................................................
F van Rensburg ..................................................
D van Rensburg ...................................................
L M Venter ..................................................
R J Wright ..................................................
