9 March 2022: IFA South Africa Webinar Series
Tax Avoidance and Tax Treaties: Application and Interpretation of the OECD's Principal Purpose Test
IFA 2022 Berlin
Annual IFA Congress - Berlin (Germany)
David R. Tillinghast Conference (Cape Town)
IFA 2023 Cancun
Annual IFA Congress - Cancun (Mexico)
IFA 2024 Cape Town
Annual IFA Congress - Cape Town (South Africa)
IFA 2025 Lisbon
Annual IFA Congress - Lisbon (Portugal)
IFA 2026 Melbourne
Annual IFA Congress - Melbourne (Australia)
IFA 2027 Stockholm
Annual IFA Congress - Stockholm (Sweden)
As amended through 27 June 1971 and re-written and approved in annual general meeting on 9 December 2015
As amended in the annual general meeting on 29 May 2020
Whereas a voluntary not for profit association of members was formed in 1970 and styled as the “South African Fiscal Association”.
And whereas the said Association had as its aims the promotion of the study, research and development of the South Africa tax system, as well as acting as the local branch of the International Fiscal Association.
And whereas the Association has acted in accordance with a written Constitution over time and has expanded its activities to achieve its aims, it has now become incumbent to re-write but not substantially derogate from all past Constitutions to provide for matters that will ensure the Association continues to efficiently achieve its aims.
Now therefore it is resolved that the Constitution of the South African Fiscal Association is replaced as follows:
1.1. “Association” means the International Fiscal Association South Africa as detailed in Article 2.
1.2. “Executive Committee” means the body of persons charged with the management of the Association as referred to in Article 8.
1.3. “Honorary Member” means as Honorary Member of the Association as referred to in Article 6.
1.4. “IFA” means the International Fiscal Association with its official seat in Rotterdam, the Netherlands and “Central IFA” bears the same meaning.
1.5. “in writing” refers to communication by registered letter or by email, provided the identity of the sender can be sufficiently established.
1.6. “paid-up” shall refer to members in Article 6.1(a) and 6.1(b) whose membership subscriptions are not in arrears. Honorary members are considered “paid-up” members at all times.
2.1. The Association, formerly known as the “South African Fiscal Association”, is to be known as the “International Fiscal Association South Africa” (the “Association”) as from 1 August 2014.
2.2. The shortened name is ”IFA South Africa” with an abbreviation as “IFA-SA”.
3.1. The objects of the Association are:
(a) to promote:
(i) the study of;
(ii) research into;
(iii) the development of,
the South African tax system as well as international and comparative tax law and related subjects;
(b) to act as the South African National branch of the International Fiscal Association (“IFA”).
3.2. To achieve those objects the Association may do anything a natural person of full legal capacity could do.
3.3. Without in any way detracting from the generality of (2) the Association may:
(a) acquire and dispose of any movable or immovable property in any manner whatsoever;
(b) hire of let movable or immovable property;
(c) lend or borrow money and secure its borrowings by changing any of its movable or immovable assets;
(d) open and operate a banking account;
(e) on such terms and conditions as the Association deems fit.
4.1. The financial year of the Association runs from the first day of January up to and including the thirty-first day of December.
4.2. Annual membership matches the financial year.
4.3. The Association shall be funded by means of:
(a) Annual subscriptions of its members
(b) Attendance fees for scientific events of the Association
(c) Return on any capital invested
(d) Donations, bequests, sponsorships and other forms of gratuitous income.
5.1. The Association shall be a non-profit making body corporate.
5.2. The assets of the Association vest in it to the exclusion of its members.
5.3. The Association shall be capable of suing or being sued in its own name.
5.4. The Association shall have perpetual succession notwithstanding any change in the number or identity of its members.
5.5. The liability of a member is limited to the amount he owes in respect of his subscription.
6.1. The Association shall have the following types of members:
(a) Ordinary members;
(b) Corporate members, who shall be either:
(i) Bodies corporate;
(ii) Firms such as those comprised of lawyers, accountants or similar professions; or
(iii) Universities or similar higher education institutions.
(c) Honorary members.
6.2. Any application for membership shall be in the form prescribed by the Executive Committee from time to time.
6.3. The Executive Committee may approve or reject any application as it, in its discretion, deems fit.
6.4. Corporate membership generally shall be restricted to a single corporate membership per legal entity.
(a) Ordinary memberships may, for purposes of payment and tracking, be linked to a corporate entity, but shall be ordinary membership.
(b) Ordinary membership linked to a corporate entity (but not a corporate membership) may be terminated on the individual leaving the employ of the corporate member.
6.5. Two nominees represent the corporate member with equal rights.
6.6. When corporate members are represented by more than two nominees at any event organized by the Association, an additional fee per attendee shall be payable, which fee shall be determined by the Executive Committee in their sole discretion from time-to-time. Such persons attending events of the Association shall enjoy no privilege of membership other than ad-hoc attendance. Corporate members shall be solely responsible for payment of ad-hoc attendance fees.
6.7. Honorary membership is granted to natural persons to whom the members in General Meeting have granted such status in recognition of their special services to the Association.
6.8. The membership shall be kept in a register for access by the Executive Committee for the purpose of the business of the Association only.
6.9. Membership to the branch is contingent on acceptance as a member by Central IFA.
6.10. A member shall cease to be a member on the happening of any of the events referred to in Article 10 of the Articles of Association of IFA as amended from time to time.
6.11. Membership is not prorated by date of entry or termination.
6.12. Any termination of membership by a member must be in writing to the Secretary-General of IFA-SA before 31 January each year.
6.13. Failure to terminate membership as contemplated in 6.12, will result in the membership being automatically renewed and the membership dues for a full year becoming payable
7.1. An Annual General Meeting shall be held by not later than 30 June in each year.
7.2. Chair of the Annual General Meeting
(a) The President of the Executive Committee shall preside at all Annual General Meetings of the Association.
(b) If he or she is unable or unwilling to do so, the members present at the Annual General Meeting shall elect any member present as the Chairman of that meeting.
7.3. Notice of Annual General Meeting
(a) Not less than 14 (fourteen) days’ written notice of all Annual General Meetings must be given to all members.
(b) That notice shall specify:
(i) The place, date and hour of the meeting;
(ii) Briefly the business to be transacted at the meeting.
(c) The incidental omission to give notice of an Annual General Meeting to, or the non-receipt of such notice by any member shall not invalidate any resolution passed at that meeting.
(a) If 3 (three) of the members of the Association are personally present at an Annual General Meeting, there shall be a quorum.
(b) Should there not be a quorum at an Annual General Meeting within 10 (ten) minutes after the time notified for the Meeting, then:
(i) The meeting shall be postponed for not less than 1 (one) week;
(ii) The President and/or Secretary-General shall send written notice of that postponement to all members giving details of the place and hour of the postponed meeting;
(iii) The members present in person at a meeting so postponed shall be a quorum, regardless of their number.
7.5. Adjourned meetings
(a) With the consent of the Annual General Meeting, the Chairman of the meeting may adjourn it from time to time and from place to place.
(b) No business shall be transacted at any adjourned Annual General Meeting other than the business left unfinished at the meeting from which the adjournment took place.
7.6. Resolutions of an Annual General Meeting
(a) A resolution at an Annual General Meeting shall be passed if agreed to by a majority of the members present and voting at that meeting.
(b) On an equality of votes, the Chairman of an Annual General Meeting shall have a casting vote.
7.7. Record of resolutions
(a) A record shall be kept of the proceedings at, and any resolutions passed by, an Annual General Meeting.
(b) That record or an extract from it, signed by the Chairman of that meeting, shall be prima facie proof of the matters stated therein.
8.1. The Executive Committee may convene a General Meeting of Members at any time and shall do so if requested in writing by not less than 1/10 (one tenth) of the members of the Association.
8.2. Should the Executive Committee be unable or unwilling to convene a General Meeting in terms of 8.1, then any member may convene a General Meeting in the manner prescribed by this Constitution.
8.3. The provisions concerning notice, quorum, adjournment, resolutions and record keeping set out in clause 7 shall apply mutatis mutandis.
9.1. The Association shall be managed by an Executive Committee who, except as otherwise provided in this Constitution, may exercise all the Association’s powers on its behalf.
9.2. The Executive Committee shall consist of:
(a) the President,
(b) the Treasurer,
(c) the Secretary-General,
(d) Ordinary Executive Member(s)
with the total number of Executive Committee members not being in excess of eleven (11) persons.
9.3. The functions of Secretary-General and Treasurer may be combined into a single role.
9.4. Executive Committee election and term of office:
(a) Members nominated and elected to serve on the Executive Committee may serve a term of six years from the AGM at which such member was elected”
(b) An Executive Committee member may step down at any time during the term of office.
(c) Should an executive committee member step down, the executive committee may choose to fill the vacancy or not at its discretion.
(d) A vacancy filled must be ratified by the membership in either general meeting or annual general meeting.
(e) The Executive Committee members continuing their term of office shall be confirmed at each Annual General Meeting.
(f) Nominations for any vacancies or where an executive committee member’s term has ended and such member has indicated a willingness to serve a further term shall be subject to election by the members in annual general meeting.
9.5. When accepting their membership of the Executive Committee, all office bearers and ordinary Executive Members shall undertake to make available the time required for the effective fulfillment of their duties.
9.6. The members of the Executive Committee may hold office for six years from the AGM at which such member was elected or, if terminated earlier, to such termination date.
9.7. The Executive Committee shall meet:
(a) whenever required by the President;
(b) at the written request of 2 (two) members of the Executive Committee.
9.8. A quorum for a meeting of the Executive Committee shall be the President or person deputized by the President and 2 (two) of its members present in person.
9.9. For the meetings of the Executive Committee:
(a) the President shall preside at all meetings of the Executive Committee.
(b) If the President is unable or unwilling to do so, the members of the Executive Committee present shall elect one of their number present as the Chairman of that meeting.
9.10. Resolutions of the Executive Committee:
(a) A resolution of the Executive Committee shall be passed if agreed to by a majority of the members of the Executive Committee present and voting on that resolution.
(b) On an equality of votes, the Chairman of the Meeting shall have a casting vote.
(c) A record shall be kept of proceedings of and resolutions passed by the Executive Committee.
(d) That record, or an extract from it, signed by the Chairman of that meeting shall be prima facie proof of the matters stated therein.
9.11. The Executive Committee may:
(a) Co-opt any member of the Association to act on the Executive Committee for a particular period or purpose.
(i) Constitute one or more sub-committees for any particular period or purpose;
(ii) Appoint any member of the Executive Committee or co-opt any member of the Association to act on such sub-committees.
(iii) A permanent sub-committee shall be the Scientific Sub-committee
(iv) The Scientific Sub-Committee shall be Chaired by any member of the Association on the Permanent Scientific Committee of Central IFA or failing such member, one of the members of the Executive Committee.
9.12. A resolution in writing (consisting of either one document or several copies of the same document) signed by all the members of the Executive Committee and inserted in the record of proceedings and of resolutions of the Executive Committee shall be a valid resolution of the Executive Committee for all purposes.
9.13. A member of the Executive Committee shall cease to hold office if:
(a) He ceases to be a member of the Association;
(b) He is suspended in terms of Article 6.10;
(c) He is removed by a resolution taken at a General Meeting;
(d) He gives written notice to the Executive Committee of his resignation.
10.1. Members’ annual subscriptions shall be as determined by the Executive Committee from time to time and may differ between corporate and ordinary members and may differ under conditions put in place to attract younger members to the Association.
10.2. Members, other than Honorary Members, are required to pay the annual subscriptions.
10.3. Subscriptions automatically renewed on 31 January (unless cancelled per Article 6.12) of each year and payable by 15 March of each year.
10.4. Members that are not paid-up shall have no rights as a member for the purposes of Articles 7, 8, 9 or 11.
11.1. The Association may be wound up by a resolution passed by not less than three-quarters of the members present and voting at a General Meeting.
11.2. On the winding up of the Association, the assets of the Association shall not be distributed among the members but shall be distributed to such persons or bodies as may be nominated for that purpose in the resolution for winding-up and in terms of any condition laid down by the Commissioner for the South African Revenue Service.
12.1. Each member of the Executive Committee shall be indemnified out of the assets of the Association for all loss or damage he may suffer arising out of the performance of his duty, except where the loss or damage arises from his own wrongful act or omission.