Close Corporations Act, 1984 (Act No. 69 of 1984)Part V : Internal Relations44. Association agreements |
| (1) | The members of a corporation having two or more members may at any time enter into a written association agreement signed by or on behalf of each member, which regulates— |
| (a) | any matter which in terms of this Act may be set out or agreed upon in an association agreement; and |
| (b) | any other matter relating to the internal relationship between the members, or the members and the corporation, in a manner not inconsistent with the provisions of this Act. |
| (2) | A corporation shall keep any association agreement at the registered office of the corporation where any member may inspect it and may make extracts therefrom or copies thereof. |
| (3) | Whether or not an association agreement exists, any other agreement, express or implied, between all the members of a corporation on any matter that may be regulated by an association agreement shall be valid, provided that such express or implied agreement— |
| (a) | is not inconsistent with any provision of an association agreement; |
| (b) | does not affect any person other than the corporation or a member who is a party to it; and |
| (c) | ceases to have any effect when any party to it ceases to be a member of the corporation. |
| (4) | Subject to the provisions of this Act, an association agreement or an agreement referred to in subsection (3) shall bind the corporation to every member in his capacity as a member of that corporation and, in such capacity, every member to the corporation and to every other member. |
| (5) | A new member of a corporation shall be bound by an existing association agreement between the other members as if he has signed it as a party thereto. |
| (6) | Any amendment to, or the dissolution of, an association agreement shall be in writing and signed by or on behalf of each member, including a new member referred to in subsection (5). |