Special General Meeting to be held 15 August 2026 08:30 for 09:00 – 10:00 am

Background to Council’s Proposed SGM Resolutions for Consideration

Dear BOT SOC Member,

Please use this background information to inform your understanding of the Council resolutions.

Post member approval of Resolution 6 at the 2025 AGM to support pursuing transitioning BOT SOC’s legal structure from a Voluntary Association (VA) to a Non-Profit Company (NPC) through an SGM in 2026, Council and all Branch committees have engaged in a series of Regional Consultations regarding this. Branch committee representatives across the country participated in this process since July 2025 to ensure deliberation on the legal implications and challenges posed by the current National and Branch legal structuring based on the constitution as a Voluntary Association and the potential Memorandum of Incorporation (MoI) as a Non- Profit Company. This process was undertaken on advice from Fairbridges Attorneys and ngoLAW as Council legal advisors and ngoLAW provided guidance along the process.

All branches have had the opportunity to give input into the documents that will form the basis of the founding documents and agreements between the Internal and External Branches and the BOT SOC SA respectively and as a national organisation. This approach will still enable Branches to establish themselves as separate legal persons, if they wish to, with their own financial autonomy and responsibility, or to operate as Internal Branches (which will have the conservation expertise, administrative and financial management & fundraising support from BOT SOC SA). Acting on advice received from attorneys and confirmed by non-profit legal consultants with expertise in this space, BOT SOC also intends to document its relationships with Branches with and without legal personhood through Terms of Reference and Memoranda of Agreement (to govern its relationship with “internal” and “external” branches respectively). Internal Branches will have Terms of Reference (ToR) and External Branches will have Memoranda of Agreement (MoA) with BOT SOC SA. The way in which BOT SOC as a whole is governed is included in the draft Memorandum of Incorporation (MOI) of the proposed new non-profit company structure of BOT SOC, which shall serve the function of BOT SOC’s constitution on the transition of BOT SOC to the new NPC structure.

The Memorandum of Incorporation (MoI) encapsulates the mission of the Botanical Society and would be the founding document of the organisation. It references both Internal and External Branches. External Branches are those with a separate legal personality and Internal Branches will operate under the national BOT SOC SA legal structure. The External and Internal Branches will have to have a signed agreement in place with BOT SOC to guide the way that they interact and collaborate. These agreements are as follows:

Terms of Reference (ToR) for Internal Branches Internal Branches do not have separate legal personhood, but exercise delegated authority of BOT SOC for specific areas and for specific purposes. As internal structures of BOT SOC, Internal Branches will have direct relationships with BOT SOC’s administrative systems and conservation expertise at national level. The Internal Branches are, as internal structures, inherently aligned to the Conservation Strategy and projects that bring effect to this, and exercise delegated authority of the members in their regions to implement BOT SOC’s strategies. The Fundraising Strategy and all BOT SOC policies and guidelines are binding on Internal Branches and will be implemented to support the efforts of the Internal Branches to enhance a cohesive approach between BOT SOC SA and Internal Branches. BOT SOC will provide financial management support, working closely with Branch Committees to ensure that Branch ringfenced funds are accessible to implement member and conservation efforts aligned to the Society’s strategies. The Terms of Reference aims to ensure that Internal Branch operations are aligned to the mission, objects, and objectives of BOT SOC under one cohesive legal entity.

Memorandum of Agreement (MoA) for External Branches To ensure that all entities that operate under the BOT SOC name and identity, whether internal or external, operate cohesively, BOT SOC is obliged to ensure that External Branches are contractually bound to conditions of operating under the BOT SOC name. BOT SOC intends to do so through entering into written MoAs that replace the verbal agreements that exist currently. The MoA would be an agreement signed between the BOT SOC SA and an External Branch as a separate organisation / legal entity with aligned purpose and objectives to that of BOT SOC. The relationship between any External Branch and BOT SOC SA shall be governed in accordance with an MOA signed by BOT SOC and an External Branch. Part of the MOA is to ensure that branches agree to be bound by and comply with the relevant Code of Conduct, Fundraising, Branding and Intellectual Property Policies and align their activities to the BOT SOC’s Conservation Strategy, as a condition of operating under the BOT SOC name and using the BOT SOC IP that is owned by BOT SOC. The signed MOA between both parties will enable collaboration under these terms and should be mutually beneficial to both parties. Under the Memorandum of Incorporation of BOT SOC NPC, Members of BOT SOC that belong to External Branches have equal and full voting rights as members of Internal Branches in matters of BOT SOC NPC’s governance. Members of External Branches could legally hold dual membership to BOT SOC and the External branch as a separate legal entity, but BOT SOC is committed to treating all BOT SOC members equally, regardless of the legal status of the Branch. Failure by an External Branch to comply with the MOA and the associated terms, codes and policies could lead to termination of the MoA and loss of the right of use of the BOT SOC name and operation under the BOT SOC Brand.

Resolution 1

APPROVAL TO IMPLEMENT THE TRANSITIONING OF THE BOTANICAL SOCIETY OF S A FROM A VOLUNTARY ASSOCIATION (VA) TO A NON-PROFIT COMPANY (NPC) WITH MEMBER’S MODEL.

Motivation:

The proposed transition to a non-profit company (NPC) structure aims at to take on a legal structure that supports BOT SOC’s fundraising focus and enhanced governance approach aligned to building credibility in managing meaningful plant conservation programmes and projects that bring effect to our mission. Taking a partnership approach with Internal and External branches is designed to strengthen the entire organisation – including its branches – through a modern, accountable, and sustainable governance model. Importantly, the NPC model does not remove branch autonomy. It is intended to secure the long-term financial and operational stability of BOT SOC, allowing branches to focus on their vital conservation work, free from the growing administrative and compliance pressures associated with managing a separate legal entity. Transitioning from a Voluntary Association (VA) to a Non-Profit Company (NPC) is a strategic move that will enhance governance, legal standing, and operational efficiency. Please refer to the comparison on legal structures as discussed between Branch Committees and Council which guided us to this point.

Botanical Society of SA NPC vs NPO Comparison 28 March 2025 – SGM15082026.pdf

Resolution 2

RESOLUTION 2. DISSOLUTION OF THE BOT SOC VOLUNTARY ASSOCIATION AND TRANSFER OF ALL ASSETS TO THE NPC STRUCTURE WHEN REGISTERED

If members approve Resolution 1 This will require the Dissolution of the Society in compliance with Clause 33 of the National Constitution which reads:

ANNEXURE A

BOT SOC CONSTITUTION CLAUSE 33: DISSOLUTION OF THE SOCIETY

33.1 The Society may be dissolved by a resolution passed at a special general meeting called for that purpose, provided that –

33.1.1 not less than 30 days’ notice is given of such meeting stating the nature of the

resolution/s to be proposed; and 33.1.2 such resolution is passed by a majority of not less than 75% of the Members present in person or represented by proxy and entitled to vote at such meeting or whom casted postal votes.

33.2 In the event of a resolution for the dissolution of the Society being passed at any meeting

contemplated in clause 33.1, that meeting shall also have power to pass resolutions by way of

majority vote for the appointment of a liquidator and the disposal of the surplus funds and assets.

33.3 Despite any provision in any law or agreement to the contrary, upon the winding—up or

dissolution of the Society –

33.3.1 no past or present Member or Councillor of the Society is entitled to any part of the net value of the Society after its obligations and liabilities have been satisfied; and

33.3.2 the entire net value of the Society must be distributed to one or more Non-Profit companies, registered external Non-Profit companies carrying on activities within the Republic, voluntary associations or Non-Profit trusts –

33.3.2.1 having objects similar to the Society’s main object;

33.3.2.2 as determined –

33.3.2.2.1 in terms of this Constitution; or

33.3.2.2.2 by the Members, failing whom the Council, at or immediately before the time of its

dissolution; or

33.3.2.2.3 by the court, if no such determination is made in this Constitution or by the

Members or Council; and

33.3.2.3 which has been approved by the Commissioner as a public benefit organisation in terms of section 30 of the Income Tax Act.

33.4 Notwithstanding the aforegoing the Life Membership Fund and the Partnership fund for the

South African National Biodiversity Institute shall be transferred to the South African National

Biodiversity Institute or its successor.

AGENDA

1. Opening of meeting

2. Apologies

3. Confirmation of Quorum

    BOT SOC Video

4. Presentation of the Resolution

5. Q&A session

    Orientation for online voting process

6. Voting Resolutions as per the national Constitution