ABASA frequently asked questions

ABASA (Association of Business Administrators of South Africa) is an industry-proposed regulatory body for supervisors in terms of new business rescue legislation.  Become a member if you wish to act as a supervisor of a company that has entered business rescue proceedings.   For more information please see ABASA mission.

The Turnaround Management Association - Southern Africa is a voluntary industry trade association open to all interested in turnaround.  Become a member if you are a service provider or capital provider to underperforming or distressed companies.  Contrast with the answer to "What is ABASA all about" above. 

For a timeline of distress explanation, please see Turnaround and the timeline of financial distress.

Membership differs during and after the interim period.

The interim period means the period from the registration of the Special Resolution in terms of which the Memorandum and Articles are amended until the December immediately after the expiry of a period of 24 months calculated from the promulgation of the Business Administration Act or such legislation governing Business Administration and Business Rescue (Chapter 6 of the Companies Bill, 2007 based on the latest information).

During the interim period members of the Association shall be divided into the following categories, and until the completion of the interim period, membership qualifications and methods of election shall be as follows:

Honorary Members

Persons who have enjoyed a distinguished career in the field of business, business rescue, commerce, law or education or in the Office of the Master or who, in the opinion of the Executive are qualified for such membership.

Election of honorary members shall be by the Association at a General Meeting upon nomination by the Executive.

Despite election no person shall become an honorary member unless he/she has agreed in writing to his/her election and accepted such honorary membership after election.

Practicing Corporate Members

• A firm, partnership or company of attorneys, who are registered members of the Law Society and who has at least one shareholder/partner or one director in its employ being a practicing member as defined.
• A firm, partnership or company of chartered accountants, who are registered members of the South African Institute of Chartered Accountants and who has at least one shareholder/partner or director in its employ being a practicing member as defined.
• Any other firm, partnership, close corporation or company of persons who has no less than one shareholder or director in its employ being a practicing member as defined.

Practicing corporate members shall be obliged to register its shareholders and/or directors who qualify in terms of the membership criteria provided for herein as an individual member/s of the Association and in this regard the prescribed fees shall apply.

Individual Members

Any person who is either:

• An attorney, qualified as such for a period of no less than 3 years and, who is a member of a Law Society within the Republic of South Africa.
• A Chartered Accountant, qualified as such, for a period of no less than three (3) years and who is a member of the South African Institute of Chartered Accountant.
• Any practicing Liquidator who has been registered as such and on the Master’s panel for a period of no less than eight (8) years.
• Any other person who has graduated with either a Bachelor degree in law, commerce or management and has no less than eight (8) years experience in law, commerce and management, as the case may be.
• Any other person who has graduated with either an Honours degree in law, commerce or management and has no less than five (5) years experience in law, commerce and management, as the case may be.
• Any other person who has graduated with either a Masters degree in law, commerce or management and has no less than three (3) years experience in law, commerce and management, as the case may be.

Non-Practicing Corporate Members

Any corporate member, as registered in the register of the Association that does not have any shareholders and/or directors registered as practicing members as defined.

AFTER THE INTERIM PERIOD

Upon the promulgation of the Business Administration Act or such legislation governing Business Administration and Business Rescue in South Africa (Chapter 6 of the Companies Bill, 2007 based on the latest information), the Executive shall cause to be set up an examination which all individual members shall be required to pass within the interim period or such period prescribed by the Executive.

All individual members who are registered as members of the Association during the interim period and who fail and/or refuse to write the examination so prescribed by the Executive or who writes the prescribed examination and fails the examination within the interim period or such period prescribed by the Executive, shall be deregistered as members.

After the interim period all applicants for membership of this Association shall complete the period of Articles as provided for and envisaged in clause 19 of the Rules of the Association, and pass the examination prescribed for individual members.

It being specifically recorded that after the interim period, save for the categories of membership as provided for hereinabove which will remain the same, the membership qualifications and methods of election and qualification as provided for for Practicing Corporate Members and Individual Members herein shall no longer be applicable and all applicants and members shall complete the period of Articles and pass the examination so prescribed by the Executive.

There shall be a board of Executives of the Association which shall consist of no less than nine (9) and no more than eleven (11) members.

All members of the Executives shall be individuals and a member of the Association.

Any member appointed to office shall be elected by the members of the Association at general meetings held.

The first members of the Executives shall be elected from amongst its individual members within 14 days after the registration of the special Resolution to adopt the changes to the Memorandum and Articles of Association.  The Executives so elected shall remain in office until the first annual general meeting, which shall be held not later than 12 months after the date of registration of the Special Resolution, however and subject to the proviso that in the event of the new legislation regulating business administration and rescue being promulgated within the latter mentioned 12 month period, then and in such event, the first Annual General Meeting shall be held not later than 6 months after the date on which such new legislation is promulgated.

An 8-person Interim Executive was elected on 11 October 2004 (see ABASA executive)

The Executives elected as provided for above shall be the interim Executive and shall consist of no less than five (5) and no more than nine (9) individual members, whose duties and functions will be to establish, launch and promote the Association in accordance with the provisions of the Memorandum of the Association. The interim Executive will consist of :-

• The Chairman;
• The Vice Chairman;
• The Secretary;
• The Treasurer;
• Other individual/s.

Thereafter, the Executive shall consist of no less than nine (9) and no more than eleven (11) individual members, consisting of

• The Chairman;
• The Vice Chairman;
• The Secretary;
• The Treasurer;
• Other individual/s.

All members of the Executive shall accept the fiduciary responsibility of the Association.

The members of the Executive shall be elected at an Annual General Meeting of the Association, which Annual General Meeting shall be held within the time periods as provided for and envisaged in clause 6.4 of these Articles.

Notice of the date of every Annual General Meeting and notice calling for nominations of Executives shall be communicated to every member at least 60 days before the proposed date of every Annual General Meeting.  All nominations, in writing, for members of the Executive, shall be received by the Secretary or the Chairman of the Association not later than 45 clear days before the date on which the Annual General Meeting of the Association is to be held, failing which, such nominations shall not be valid, unless the periods as provided herein have been waived by Special Resolution.  The Secretary or the Chairman of the Association shall, not later than 30 days before the date on which the Annual General Meeting is to be held, communicate to every member an Agenda and details of all nominees.

All members shall be entitled to vote for the election of the Executive.  In the event of a tie between two or more candidates one of whom would otherwise have been elected as an Executive having received the least number of votes of the successful candidates, leaving undecided which of those candidates is elected, the question of which of them shall be deemed to be elected shall be determined immediately by a lot drawn by a sub-committee appointed by the Chairman.

The members for the time being of the Executive may act notwithstanding any vacancy in their body, provided always that in the event of the members of the Executive at any time being reduced in number to less than 5, it shall be lawful for them to act as the Executive for the purpose of filling a casual vacancy on the Executive, admitting persons to membership of the Association filling up vacancies in their body, or of summoning a general meeting, but not for any other purpose.