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Deed of Donation in Trust

MEMORANDUM OF AN AGREEMENT IN RESPECT OF A DONATION IN TRUST MADE AND ENTERED INTO BY AND BETWEEN

PERRY WEBB
(hereinafter referred to as "the Donor")

and

WILLIAM HORSFIELD
REIN FRANZ
ARTHUR WRIGHT
JAMES STOCKLEY
ANGELO LAMBIRIS

(hereinafter referred to as "the Trustees")

WHEREAS the Donor wishes to create a Trust by way of a donation to the Trustees for the purpose of establishing a Trust Fund to be used for the purposes set out in this Trust Deed;

AND WHEREAS the Trustees have declared themselves prepared to accept and to hold, invest and use the donation for the purposes and in the manner set forth in this Trust Deed.

THEREFORE THIS TRUST DEED PROVIDES AS FOLLOWS:

1. DEFINITIONS:

In this Trust Deed, unless the context otherwise requires, words importing the singular shall include the plural and words importing the masculine gender shall include females and vice versa, and the following expressions used in this deed shall have the meaning hereinafter assigned to them unless the context shall clearly otherwise require, namely:

 1.1. "animal" shall include all members of the animal kingdom;
 1.2. "keeper" shall mean any person that owns or possesses a captive animal;
 1.3. "captive animal" shall mean any animal that is kept by any person in such a way as to ensure that its possession by the keeper is maintained or that it returns habitually to the keeper;
 1.4. "possession" shall mean common law possession as extended by the Game Theft Act 105 of 1991;
 1.5. "interest" in relation to a captive animal shall be any interest by any person, be such interest commercial or otherwise, and irrespective of any legal right in or to a captive animal;
 1.6. "Trusteeship" shall mean the office held by the Trustees of the Trust;
 1.7. "Trustee" shall mean an incumbent to the office of Trustee and in the first place includes the persons who signed the Trust Deed as Trustees and their successors;
 1.8. "objects of the Trust" shall be those set out in clause 4 of the Trust Deed;
 1.9. "mission statement" shall be that set out in clause 4 of the Trust Deed and shall indicate the purpose of the Trust;
 1.10. "Trust Fund" 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 addition thereto, irrespective of the source such additions are derived from; provided that the income of the Trust not allocated by the Trustees within six months from the financial year end of the Trust shall be form part of the capital of the Trust;
 1.11. "income beneficiaries" shall mean persons or bodies who may benefit from the income of the Trust in terms of the discretionary powers vested in the Trustees and which beneficiaries may include institutions of an educational or charitable nature;
 1.12. "capital beneficiaries" shall mean the person or bodies to whom the capital of the Trust will be distributed on termination of the Trust, or such distributions made in terms of the discretionary powers vested in the Trustees and which beneficiaries may include institutions of an educational or charitable nature;
 1.13. "member" shall be a person that has subscribed to the objectives of the Trust in the manner determined by the Trust Deed, and has been accepted by the Trustees as a member as provided for in clause 5 of the Trust Deed.
 

2. CREATION AND NAME OF THE TRUST

By way of the donation to the Trustees to be used for the purposes set out in this Trust Deed, a Trust is hereby created which will be known as the ANIMAL INTEREST ALLIANCE.

 

3. DONATION

The Donor hereby donates to the Trustees an amount of one hundred rand (R100,00) 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 and conditions of the Trust Deed.

 
4. OBJECTIVE OF THE TRUST
 4.1 The objective of the Trust shall be to promote the welfare of animals, to strengthen the human-animal bond, to preserve genetic diversity, to ensure that the use of renewable resources is sustainable and to safeguard the rights and interests of responsible animal owners and professionals through research, public education and the development of sound public policy.
 4.2 The Mission Statement of the Trust shall be the same as its objective but may be varied with the unanimous assent of its Trustees.
 
5. MEMBERSHIP
 5.1 Any person, natural or legal, may become a member of the Trust.
 5.2 The Trustees shall have a discretion to refuse the admission of any person, institution or body as member if in the opinion of the Trustees such person, institution or body is a rightist group that is opposed to the keeping of animals in captivity or does not subscribe to the objectives of the Trust.
 5.3 Membership fees may be set by the Trustees from time to time and may be differently determined for the following groups: INDIVIDUAL FAMILY CORPORATE PLATINUM SPONSOR and may allocate to such groups different benefits arising from such membership, provided however that no member shall be deprived of any rights or benefits conferred by this Trust Deed.
 5.4 The Trustees may at their discretion categorise members into the following groups: PROFESSIONAL, who shall be persons who derive all or part of their income from the keeping of animals, the rendering of services to animal keepers or the provision of goods required for animal keeping; ORDINARY, who shall be persons who keep animals as pets or as hobby or that have non-commercial, educational or welfare interests in the keeping of animals; ASSOCIATE, who shall be persons who do not fall into either of the categories of professional or ordinary member, but wish to associate themselves with the objectives of the Trust and to participate in its activities.
 5.5 In order to become a member, a person shall be obliged to subscribe to the Trust in writing on a form determined by the Trustees from time to time and shall by his or her signature thereto, be deemed to have accepted the terms and conditions of this Trust Deed and the powers given to Trustees.
 5.6 The Trustees shall determine the form and content of a membership certificate that shall be provided to all members indicating their category of membership.
 5.7 The Trustees shall maintain a register of members that shall be kept at the address nominated by the Trustees from time to time and shall be open to public scrutiny an all reasonable times during normal working hours and upon the submission of a request in writing to be delivered to the Trustees not less than 24 hours prior thereto.
 5.8 The Trustees may prescribe membership fees and/or subscriptions for each category of member which fees and/or subscriptions will be paid annually in advance to the Trustees.
 5.9 All membership fees and/or subscriptions shall form part of the Trust Fund and shall be dealt with in accordance with this Trust Deed.
 5.10 The Trustees may terminate the membership of any member that fails to pay any amount due to the Trust arising out of his or her membership, or if such person acts contrary to the objectives of the Trust, thereby bringing it into disrepute provided that:
   5.10.1 a majority of Trustees resolves to terminate the membership of any member;
   5.10.2 such member is given 14 (fourteen) days written notice of the intention of the Trustees to terminate his or her membership, after which date such termination of membership shall become effective;
   5.10.3 the decision of the Trustees shall be final.
 

6. VESTING OF RIGHTS TO TRUST PROPERTY

On acceptance by the Trustees of their Trusteeship in terms of this Trust Deed and the abovementioned 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 obliged to take possession of all of the Trust assets including title deeds and other documents and to ensure their preservation and safekeeping for the duration of the Trust.

 
7. PROVISION CONCERNING THE NUMBER OF TRUSTEES, TERMINATION OF OFFICE AND SUCCEEDING TRUSTEES
 7.1 There shall at all times be a minimum of five (5) Trustees in office, provided that if there are fewer than three Trustees as a result of the resignation or death of a co-trustee, 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 additional Trustees have been appointed, which appointment the Trustees so in office shall make within NINETY (90) days of the resignation or death of a co-Trustee. Should they fail to do so, the Auditor of the Trust for the time being, shall ipso facto become a Trustee, and shall either remain in office or appoint a suitable person to succeed such Auditor. In the event of the Auditor being the only Trustee in office, he shall have the right to appoint additional Trustees.
 7.2 On the written acceptance of his appointment as a Trustee, a succeeding Trustee shall be vested with all the powers and be subject to all the duties of a Trustee as if he had been one, of the original Trustees of this Trust.
 7.3 A Trustee shall cease to act as a Trustee:
   7.3.1 if he resigns as Trustee, which he is entitled to do by THIRTY (30) days written notice to his co-Trustee(s) to this effect;
   7.3.2 if he is certified as mentally disturbed or is placed under curatorship;
   7.3.3

if he is disqualified in terms of the Companies Act in force from time to time, from serving as a director of a company;

   7.3.4

if he is requested by a majority of Trustees to resign.

 

8. FURNISHING OF SECURITY BY TRUSTEES

A Trustee serving as such, either as a first Trustee, or as an additional, assumed or succeeding Trustee, is exempted from furnishing security to the Master of the High Court, or any other person or body, in terms of the Trust Moneys Protection Act, No. 34 of 1934, or in terms of any other statutory provision, for the proper performance of his duties as Trustee.

 

9. ABSENCE OF A 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 or her behalf.

 
10. RESOLUTIONS BY TRUSTEES
 10.1 Where the Trust Deed refers to discretion, such discretion means an exclusive and absolute discretion vesting in the Trustees, but subject to the provisions of the Trust Deed.
 10.2 The Trustees shall pass resolutions by way of an ordinary majority of votes, save in respect of any resolution relating to the distribution of any capital or income of the Trust, in which case the approval of at least three quarters of the Trustees shall be required.
 10.3 The restriction aforesaid shall not apply to the payment of any amount in the ordinary course of the business of the Trust where this is undertaken by any person to whom the management of the Trust is delegated.
 
11. POWERS OF TRUSTEES
 11.1 The Trustees shall have all powers necessary for the proper management of the Trust and all powers permitted by any legislation controlling the operation of Trusts, provided however that such power may not be exercised for their personal benefit.
 11.2 The powers of the Trustees shall at all times be interpreted subject to the objective of the Trust.
 11.3 Without derogating from the generality of the foregoing, the Trustees shall have the power to deal with the Trust assets which they in their exclusive discretion deem necessary to best manage the Trust and to fulfil its objectives and more specifically to:
   11.3.1 open bank or building society accounts for the Trust, draw cheques on such account or deposit monies in to it, the signature of any of the Trustees constituting proper authority therefor provided such Trustee was given such authority by a proper resolution of the board of Trustees;
   11.3.2 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;
   11.3.3 invest moneys which form part of the Trust assets in such securities and on such terms and conditions as the Trustees may determine;
   11.3.4 negotiate loans in favour of the Trust, with or without interest, with or without security and on such terms as are agreed with the lender;
   11.3.5 sell, let, improve, alter and maintain any fixed property forming part of the assets of the Trust and if needs be to demolish fixed improvements and erect new improvements;
   11.3.6 collect rent and cancel leases and to evict a lessee from property belonging to the Trust;
   11.3.7 institute or defend legal actions of any kind;
   11.3.8 make use of the services of professional advisors and tradesmen for the affairs of the Trust and to pay for such services out of the Trust Fund;
   11.3.9 pay the costs of the administration of the Trust Fund;
   11.3.10 accept donations or bequests on behalf of the Trust from anybody subject to the terms and conditions of the Trust Deed and such other conditions as may be attached to such donation or bequest;
   11.3.11 carry on any form of business operation including farming in the name of the Trust for profit or otherwise, alone or in partnership or association.
 11.4 To enable the Trustees to give effect to the above powers, they are hereby empowered to sign all documents and take all such steps deemed necessary for the meaningful exercising of these powers.
 
12. MEETINGS OF TRUSTEES AND RESOLUTIONS
 12.1 The Trust shall meet from time to time to discuss and resolve the business of the Trust.
12.2 At their first meeting, the Trustees shall elect one of their number to act as chairperson and such person shall act in this capacity until the majority of Trustees resolve to terminate such appointment and subject to the appointment of a person to act in his or her stead.
12.3 Every Trustee shall have the right to call a meeting of Trustees on not less than 14 (fourteen) days written notice to the remaining Trustees.
 12.4 The Trustees shall themselves determine the policy and procedures to be followed at meetings.
 12.5 The quorum for meetings of Trustees shall be at 3 (three).
 12.6 A written resolution signed by all of the Trustees shall have the same legal implication as a resolution passed at a meeting of the Trustees.
12.7 The Trustees, 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 Trust to be a true extract from the minutes of a meeting at which the resolution was passed by all the Trustees, shall in all respects have the same legal force as a resolution signed by all Trustees.
 
13. GENERAL MEETINGS OF THE MEMBERS OF THE TRUST
 13.1 The Trustees shall convene an annual general meeting of all members of the Trust which shall take place not later than 6 (six) months after the financial year end of the Trust. The purpose of the annual general meeting shall be to:
   13.1.1 nominate and appoint or reappoint the Trustees the Trust;
   13.1.2 consider and approve the annual financial statements of the Trust;
   13.1.3 consider any other matter of which at least 15 (fifteen) days prior written notice has been given.
 13.2 The annual general meeting of the Trust shall be convened on not less than 30 (thirty) days notice to all members of the Trust at their last known postal address, or by electronic mail, or by notification in a newspaper published and circulating in South Africa.
 13.3 Any member in good standing may require the Trustees in writing to call a general meeting within 15 (fifteen) days of a written request therefor and the Trustees shall convene a general meeting which meeting shall be on 30 (thirty) days notice to members given in the same manner as required for the annual general meeting of the Trust.
 13.4 Any member who calls a general meeting as contemplated hereinbefore shall provide details in writing of the purpose for the meeting simultaneous with the request for the meeting, the matters to be dealt with at such meeting and any resolutions that are sought to be approved.
 13.5 A quorum for the conducting of the annual general meeting or any general meeting shall be at least one half of the Trustees in office and at least 5 (five) members of the Trust in good standing.
 13.6 All decisions and all resolutions of the Trust shall be passed on a majority of the persons present in person or by proxy, in which number shall be included the votes of Trustees.
 
14. PROFESSIONAL SERVICES
 14.1 The Trustees shall keep a proper set of books recording the affairs of the Trust.
 14.2 The financial year end of the Trust shall be the last day of February of each year and at this date, annual financial statements shall be prepared and audited.
 14.3 The Trustees shall have the right to make use of professional persons in so far as such services are deemed necessary or desirable for the purposes of the Trust.
 
15. PERSONAL LIABILITY OF TRUSTEES
 15.1 A Trustee shall not be personally liable for any loss the Trust may suffer irrespective of the reason for such loss, unless such loss resulted from a dishonest act committed by a Trustee.
 15.2 A Trustee shall not be liable for a dishonest act committed by a co-Trustee unless there was collusion between the Trustees.
 

16. AMENDMENT TO THE TRUST DEED

The Trust Deed may be amended by the unanimous agreement of the Trustees.

 

17. REMUNERATION OF TRUSTEES

The Trustees shall be entitled to remuneration for their services provided that such remuneration shall not exceed 5% (five percent) of the annual income of the Trust.

 
18. TERMINATION OF THE TRUST
 18.1 The Trust may be terminated by resolutions passed at both a meeting of the Trustees and a general meeting convened for such purpose and subject to such terms and conditions as may be agreed by the majority of Trustees and members.
 18.2 In the event of the termination of the TRUST for any reason, any its Trust Fund, if any, shall be distributed by the last serving Trustees to a body of a charitable nature, or whose purpose is the keeping or caring for animals.
 

 

SIGNED BY THE DONOR THIS DAY OF 2007.

___________________________ PERRY WEBB

 

SIGNED BY THE TRUSTEES THIS DAY OF 2007.

__________________________ WILLIAM HORSFIELD

__________________________ REIN FRANZ

__________________________ ARTHUR WRIGHT

_________________________ JAMES STOCKLEY

_________________________ ANGELO LAMBIRIS

 

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