Drafting an MOI:
Drafting the provisions relating to Shareholders

The article outlines the challenges faced by Derick in drafting the Memorandum of Incorporation (MOI) for Vector AI, focusing on shareholder-related provisions in accordance with South Africa’s Companies Act.

Derick reviews share structures, rights to dividends, and voting rights. His task involves balancing the distinct roles of directors and shareholders, where directors manage day-to-day operations, and shareholders set broader corporate directions.

Key considerations include altering standard provisions for shareholder meetings, voting rights, and proxy appointments to better align with Vector AI’s needs.

Derick evaluates whether to maintain or modify aspects such as the threshold for requisitioning shareholder meetings, location and notice periods for meetings, quorum requirements, and voting percentages for ordinary and special resolutions.

The use of ContractNinja, an intelligent MOI document builder, aids Derick in ensuring legal compliance and addressing specific elements like voting protocols and shareholder rights, making the process efficient and tailored to Vector AI’s unique requirements.