Memorandum of Incorporation of Africa Quantum Consortium NPC

(A Non-Profit Company in terms of the Companies Act 71 of 2008)

1. Name, Legal Status, and Domicile

1.1. Name: The name of the Company is Africa Quantum Consortium NPC.
1.2. Legal Status: The Company is a Non-Profit Company (NPC) incorporated under the Companies Act 71 of 2008, as amended ("the Act"), and is governed by the laws of the Republic of South Africa.
1.3. Registered Office: The registered office of the Company is located: Lenasia South Ext 1, South Africa, 1829, Johannesburg, South Africa.
1.4. Fiscal Year: The fiscal year of the Company commences on January 1 and ends on December 31 of each year.

2. Objects and Powers

2.1. Principal Object: The sole and principal object of the Company is to carry on, in a non-profit manner and with an altruistic or philanthropic intent, the public benefit activity of promoting science, education, research, and innovation in Quantum Science and Technologies across Africa. All activities shall be for the benefit of, or be widely accessible to, the general public. The Company does not primarily pursue its own financial interests.
2.2. Ancillary Objects and Powers: To achieve its Principal Object, the Company shall have the following ancillary objects and powers:
2.2.1. To boost African industry competitiveness, societal well-being, and environmental sustainability by advancing the education, research, development, innovation, and deployment of Quantum Science and Technologies.
2.2.2. To promote the market uptake of quantum products and services for professional, public, and personal use across Africa.
2.2.3. To establish African excellence in science, technology and business within the field of Quantum Science and Technologies.
2.2.4. To develop and coordinate strategic goals and roadmaps for quantum-related research, development, innovation, and deployment, and to support their implementation.
2.2.5. To cooperate with African institutions and other stakeholders through public-private partnerships and other strategic programmes.
2.2.6. To influence framework programmes and funding instruments relevant to its objects.
2.2.7. To establish a collaborative hub and a vibrant ecosystem for the Quantum Science and Technologies industry.
2.2.8. To position Quantum Science and Technologies as key enablers for addressing Africa’s societal and environmental challenges.
2.2.9. To engage in pre-standardisation activities and collaborate with standardisation bodies.
2.2.10. To develop intellectual property strategies that enable a competitive local Quantum Science and Technologies industry.
2.2.11. To determine education, skills, and workforce needs for the quantum sector in Africa.
2.2.12. To participate in projects and tenders and maintain commercial activities, provided such activities are solely in service of the Company's Principal Object.

3. Non-Profit and Public Benefit Status

3.1. Public Benefit Organisation (PBO) Status: The Company shall be constituted and managed as a Public Benefit Organisation as defined in Section 30 of the Income Tax Act 58 of 1962 and shall apply for such registration with the South African Revenue Service (SARS).
3.2. Non-Distribution Constraint: The Company’s income and property are not distributable to its incorporators, members, directors, or any related persons. All funds shall be used solely to advance the Company's objects. This does not prohibit the following payments:
3.2.1. Reasonable remuneration to any person for goods delivered or services rendered to the Company.
3.2.2. Payment of an amount due and payable by the Company in terms of a bona fide agreement.
3.2.3. Payment in respect of any right administered by the Company in furtherance of its objects.
3.2.4. Payment in respect of any legal obligation binding on the Company.
3.2.5. Reimbursement for reasonable expenses incurred while performing official duties on behalf of the Company.

4. Membership and Affiliation

4.1. Categories: The Company shall have the following categories of participation:
4.1.1. Full Members: Industrial entities actively engaged in or demonstrably supporting the quantum technology ecosystem.
4.1.2. Associate Members: Other legal entities with quantum-related activities that meet the eligibility criteria.
4.1.3. Affiliates: Legal entities with quantum-related activities whose headquarters are located outside the primary eligibility jurisdictions but within an "Approved Country List."

4.2. Eligibility Criteria:
4.2.1. Members (Full and Associate): Membership is open to any legal entity with quantum-related Research & Development and/or commercial activities, and with its headquarters (controlling entity) in at least one of the following:
(a) A Member State of the African Union;
(b) An African country not part of the African Union but recognised by the United Nations; or
(c) A country with a significant African diaspora population or strategic partnership with African nations, as defined by measurable criteria in the Company’s Membership Policy.
4.2.2. Affiliates: Affiliate status is open to any legal entity with quantum-related activities that meets the criteria in 4.2.1, but whose headquarters are located in a country specified in the "Approved Country List" maintained by the Board of Directors. The Board may add or remove countries from this list by resolution.
4.2.3. Exceptions: The General Assembly may, by resolution, grant an exception to the eligibility criteria outlined in clauses 4.2.1 and 4.2.2.

4.3. Rights and Obligations: The rights and obligations of each category are as follows:

4.4. Application Process:
4.4.1. A legal entity seeking to become a Member or Affiliate shall submit a written application to the Executive Director, specifying the desired category.
4.4.2. The Board of Directors shall assess the application against the eligibility criteria and may provisionally approve it.
4.4.3. Final admission requires approval by a majority vote of the General Assembly at its next meeting.
4.4.4. By applying, the applicant acknowledges and agrees to be bound by this MOI and all Company regulations. There is no entitlement to admission.

4.5. Membership Fees:
4.5.1. Members and Affiliates shall pay an annual fee. The Board of Directors shall determine the amount and payment terms for the following fiscal year, based on a fee structure outlined in the Company’s By-laws.
4.5.2. If the budget is not covered by fees, the Board may propose an additional levy upon Members and Affiliates, capped at a maximum of 20% of their annual fee for that year. Such a levy requires approval by a simple majority vote at a General Assembly meeting, with at least 60 days' prior written notice.
4.5.3. A Member or Affiliate shall have the extraordinary right to resign from the Company with immediate effect upon the approval of an additional levy under clause 4.5.2.

4.6. Termination and Suspension:
4.6.1. Grounds: Membership or Affiliate status shall terminate upon resignation, liquidation of the entity, or exclusion by the Company.
4.6.2. Resignation: A Member or Affiliate may resign by providing written notice to the Executive Director at least two months prior to the end of a fiscal year, with the resignation taking effect at the end of that year.
4.6.3. Exclusion for Cause: The Board of Directors may, by resolution, expel a Member or Affiliate with immediate effect for important reasons, including but not limited to fee arrears exceeding six months after formal notice, a material breach of this MOI, or conduct detrimental to the Company's objects. The entity shall be provided with the reasons in writing and shall have one month to appeal the decision to the General Assembly, whose decision shall be final.
4.6.4. Loss of Eligibility: The Board of Directors shall remove a Member or Affiliate from the register if it no longer meets the eligibility criteria set out in clause 4.2.
4.6.5. Consequences of Termination: An entity whose membership or affiliation is terminated for any reason has no claim to the assets of the Company. All fees paid are non-refundable, and any fees due for the fiscal year in which termination occurs remain payable in full.

5. Governance

5.1. Governance Structure: The governance of the Company is vested in the General Assembly and the Board of Directors.
5.1.1. The General Assembly is the ultimate decision-making body of the Company, comprising all Members.
5.1.2. The Board of Directors (also referred to as the "Executive Committee") is responsible for the strategic oversight and management of the Company.

5.2. The General Assembly
5.2.1. Powers and Responsibilities: The General Assembly holds exclusive responsibility for:
(a) Admitting Members and Affiliates;
(b) Approving the annual budget and operational plan;
(c) Approving the annual financial statements and the annual report from the Board;
(d) Electing and dismissing members of the Board of Directors;
(e) Appointing the independent auditor;
(f) Deciding on appeals against the exclusion of a Member or Affiliate;
(g) Amending this Memorandum of Incorporation;
(h) Dissolving the Company; and
(i) Any other tasks specified in this MOI or by law.
5.2.2. Meetings:
(a) An Ordinary General Meeting (Annual General Meeting) shall be held at least once per year, within six months of the financial year-end, convened with at least 21 business days' notice.
(b) An Extraordinary General Meeting may be convened by the Chairperson of the Board or upon written request of at least one-third of Full Members, with at least 14 days' notice.
(c) Meetings may be held in person, virtually, or in a hybrid format.
5.2.3. Quorum: A quorum for a General Assembly meeting is constituted by the representation of at least 50% of the total voting rights (Full Members).
5.2.4. Voting:
(a) Each Full Member holds one vote. Associate Members and Affiliates may attend as non-voting observers.
(b) Unless otherwise specified in this MOI or the Act, resolutions are passed by a simple majority of the valid votes cast.
(c) Amendments to this MOI and the dissolution of the Company require a Special Resolution.
(d) Members must declare any conflict of interest and are excluded from voting on such matters.
5.2.5. Minutes: Minutes of all resolutions shall be recorded, signed by the Chairperson and Secretary, and circulated to all Members within four weeks.

5.3. The Board of Directors (Executive Committee)
5.3.1. Composition and Term:
(a) The Board shall consist of at least three (3) and no more than fifteen (15) directors, elected by the General Assembly from representatives of Full Members.
(b) Directors are elected for a two-year term and may be re-elected.
(c) The Board shall include a Chairperson, up to two Vice-Chairpersons, a Secretary, and a Treasurer.
(d) At least one-third of the directors must stand for election each year to ensure continuity.
5.3.2. Powers and Responsibilities: The Board shall manage the Company's affairs and is responsible for:
(a) Preparing and convening the General Assembly;
(b) Preparing the annual budget, financial statements, and annual report;
(c) Implementing resolutions of the General Assembly;
(d) Appointing and managing the Executive Team;
(e) Establishing and overseeing working groups and other Company activities;
(f) Adopting and amending By-laws for approval by the General Assembly; and
(g) Representing the Company in external engagements.
5.3.3. Meetings, Quorum, and Voting:
(a) The Board shall meet at least quarterly, convened with at least two weeks' notice.
(b) A quorum requires the presence of half of the directors.
(c) Resolutions are passed by a majority of valid votes cast. The Chairperson holds a casting vote in the event of a tie.
5.3.4. Prohibitions and Remuneration: Directors shall serve without remuneration but may be reimbursed for reasonable and documented expenses. The Company shall not provide loans or secure debts for any director or related person, except as permitted by the Act.
5.3.5. Liability and Indemnity: Directors are liable to the Company only for actions constituting gross negligence or wilful misconduct. The Company shall indemnify directors against third-party claims arising from their duties, except in cases of such conduct.
5.3.6. Legal Representation: The Company shall be legally represented by the joint action of two directors, one of whom must be the Chairperson or the Treasurer.

5.4. The Executive Team
5.4.1. Role and Composition: The Executive Team, comprising the Executive Director and a Secretariat, manages the day-to-day operations of the Company under the strategic direction of the Board.
5.4.2. Appointment: The Executive Director is appointed and may be dismissed by the Board of Directors.
5.4.3. Remuneration: Members of the Executive Team may receive appropriate remuneration for their services, as determined by the Board.

6. Financial Management and Accountability

6.1. Budget and Plan: The Board shall prepare an annual budget and operational plan for approval by the General Assembly.
6.2. Auditing: An independent auditor shall be appointed annually by the General Assembly to audit the Company’s financial statements in accordance with the Act. The auditor's report shall be presented at the Annual General Meeting.
6.3. Annual Report: The Company shall publish an annual report detailing its activities, financial status, and progress toward its objectives, measured against established Key Performance Indicators (KPIs).

7. Fundamental Transactions and Dissolution

7.1. Fundamental Transactions: The Company shall not amalgamate or merge with, or dispose of all or the greater part of its assets to, any for-profit company, except for fair value in the ordinary course of its activities. Any such proposal involving another non-profit entity must be approved in accordance with the Act.
7.2. Winding-Up and Dissolution:
7.2.1. The Company may be dissolved by a Special Resolution of the General Assembly.
7.2.2. Upon winding-up or dissolution, any assets remaining after the satisfaction of all liabilities shall not be distributed to Members but shall be transferred to another non-profit entity with objects similar to those of the Company, as determined by the General Assembly or a court of law.

8. Intellectual Property

8.1. Ownership: All intellectual property (IP) generated through activities funded and managed directly by the Company shall be owned by the Company, unless otherwise specified in a written agreement.
8.2. Management: The Board of Directors shall oversee the management, protection, and licensing of all Company-owned IP to ensure alignment with the Company's objects and compliance with applicable laws.

9. By-laws and Regulations

9.1. Adoption: The Board of Directors may draft By-laws and internal regulations (e.g., rules of procedure, fee regulations) necessary for the effective operation of the Company.
9.2. Approval: All By-laws must be submitted to the General Assembly for approval by a simple majority vote.
9.3. Precedence: In the event of any conflict between a By-law and this Memorandum of Incorporation, the provisions of this MOI shall prevail.

10. Compliance and Code of Conduct

10.1. Anti-Corruption: Members and Affiliates shall act in accordance with all applicable South African and international laws and regulations concerning the prevention of corruption and influence-peddling.
10.2. Prohibited Conduct: No Member or Affiliate shall, directly or indirectly, offer, promise, or accept any donation, gift, or undue benefit to misuse real or supposed influence to obtain a favourable decision, contract, or other advantage.
10.3. Compliance Policies: Members and Affiliates shall maintain internal policies and procedures to ensure compliance with the principles in this Article.

11. Amendments to the Memorandum of Incorporation

11.1. This Memorandum of Incorporation may be amended by a Special Resolution of the General Assembly, passed by at least 75% of the voting rights exercised on the resolution, following proper notice as required by the Act.

12. Miscellaneous Provisions

12.1. Notices: Any notice required to be given to Members or Directors shall be in writing and delivered by hand, post, or electronic communication to their last known address.
12.2. Language: The working language of the Company is English. This MOI is drafted in English, which shall be the prevailing version in any dispute.
12.3. Governing Law and Jurisdiction: This MOI is governed by the laws of the Republic of South Africa, and any dispute shall be subject to the jurisdiction of its courts.
12.4. Dispute Resolution: Any dispute arising from this MOI that cannot be resolved amicably shall be referred to arbitration by a single arbitrator appointed by the parties, in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).
12.5. Company Records and Registers: The Company shall maintain all records as required by Section 24 of the Act, including a register of its Members and Directors, at its registered office.
12.6. Compliance with the Act: These Articles are subject to the Companies Act 71 of 2008. Any provision herein that is inconsistent with the Act shall be void to the extent of the inconsistency.

Adopted by Special Resolution of the Incorporators/Directors on 17 July 2025.

Signatures of the Incorporators/Directors:

1. 
   (Name and Signature)

2. 
   (Name and Signature)

3. 
   (Name and Signature)