Tag Archives: Director

Schnetler’s internal news

GETTING TO KNOW OUR DIRECTOR, DAVID

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a1_aI sat down with David Artlett, our firm’s only male attorney, in order to delve a little deeper into who David is and what makes him tick.

In addition to being a conveyancer and Notary, David is one of the directors of Schnetler’s Inc. David boasts more than 4 decades of experience in the area of property law and, more particularly, in conveyancing. It is safe to say that David is somewhat of an authority in this field of law!

Here is what David had to say during our sit-down:

Where did you grow up and attend school, and thereafter university?

I am a Southern Suburbs boy, as for most of my life I lived in our family home in Newlands. I attended SACS for my entire school career, and then proceeded to study law at UCT. At the time, the Law Faculty was in Cape Town and not at the main campus.

What do you enjoy doing when you aren’t at the office?

I am a sports enthusiast – I’m a particularly keen rugby and cricket fan. I played both sports at school and at club level. When I grew too old to participate actively, I took up road running to keep myself fit. From small beginnings, I went on to complete 10 Two Oceans Marathons.

Why did you decide to become an Attorney, and thereafter, a Conveyancer and Notary?

When I left school, I had no idea what career I wished to follow. Courtesy of the tax-pages, I had a ‘gap year’ completing my compulsory military service. During the three months between matriculating and commencing my service, I worked for a Building Society (they are all now banks). As luck would have it, I was put into the legal department and had a lot of contact with the society’s lawyers, and decided that this was the career for me.

How long have you been practising in the legal world for?

I was admitted as an Attorney and Conveyancer at the beginning of 1974 – so that makes it 42 years! A year or two after my admission, I also qualified as a Notary Public.

What about your job do you enjoy the most?

I think that the word ‘practice’ is very appropriate, because that is what we are doing. You never stop learning and coming across something new or different in this game. If you think you know it all, just wait and see what tomorrow brings.

Is there any other profession that you think would have been interesting to pursue?

I could have been an Accountant as I have the required analytical mind; but what I really dream about, is being the Sports Correspondent for a major newspaper. Imagine being present at, and watching all those major cup-finals – and being paid for it! As I said, dream on.

What area of the law is your favourite and the most interesting to you?

I must say conveyancing, as most of my work is in that field. As I mentioned previously, you can never say you know it all. Something new will always pop up and keep you on your toes. That’s what keeps me going.

One thing that can be gathered from my interview with David is that if you are looking to sell a property, Schnetler’s is definitely the firm that you want to handle your transfer!

Next month I will be sitting down with Annerine du Plessis, another attorney at Schnetler’s. Be sure to read our November newsletter to find out a little about one of our adept litigators!

Compiled by: Laura Ames

This article is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice. Errors and omissions excepted (E&OE)

Schnetler’s internal news

AN INTERVIEW WITH OUR BELOVED DIRECTOR, BELINDA

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For this month’s newsletter article I decided to corner one of our firm’s directors during her busy schedule, to ask her a couple of questions.

Belinda Scholtz is not only a director at Schnetler’s Incorporated, but is also a conveyancing expert and notary. Here is what Belinda had to say during our interview.

Belinda, tell our readers a bit more about yourself – where did you grow up?

I grew up in Sea Point and attended Kings Road Junior & Ellerslie Girls High Schools. I have a passion for the sea, swimming, beaches, walking on the promenade and am a member of the Royal Cape Yacht Club. I enjoy going to the ballet and theatre and am an avid reader. I love to travel and have been to exotic places like China, Hong Kong, Egypt, Morocco, Europe and Vietnam is my next destination. I love animals and have been to Namibia and to the Kruger National Park. I also do ceramics in my spare time.

Why did you decide to become a lawyer?

While in matric my first choice was to be an air hostess as the thought of travel appealed to me. However, my guidance teacher persuaded me not to become a “glorified waitress”. I worked as a conveyancing secretary for 10 years before deciding to study law part-time through Unisa. I decided to become a lawyer as I found law fascinating and very interesting.

Except for being a Director at Schnetler’s, you are also a very busy lady doing Conveyancing. What about Conveyancing do you enjoy most?

Purchasing a property is usually the largest investment that a person will make during their lifetime and I enjoy assisting both buyers and sellers in an endeavour to make the process as smooth and stress-free as possible. I endeavour to provide an excellent service to our clients.

What would you say is the biggest challenge in your working environment?

The sourcing of new clients and working in a very competitive milieu.

If you could choose all over again, would you change anything about your chosen career path?

I would have loved to become a chef. I am currently doing a cooking course at Giggling Gourmet and thoroughly enjoying it.

What advice do you have for young attorneys?

To be dedicated in their chosen field within the law and to be passionate about their job

Look out for my next article when I will be conducting an interview with our male director, Dave Artlett – one of the few thorns amongst the roses at our firm! Until next time.

Compiled by: Annerine du Plessis

This article is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice. Errors and omissions excepted (E&OE)

Companies

WHO MAY BE APPOINTED AS DIRECTOR?

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A3BCertain people are not eligible to be appointed as directors of a company. In this article we look at who is disqualified from being a director as well as the effects of the actions of such persons while still acting as director.

A company must not knowingly permit an ineligible or disqualified person to serve or act as a director, according to section 69(3) of the Companies Act 71 of 2008. “Knowingly” includes the situation where the company should reasonably have known that the person is ineligible or disqualified.

Section 69(7) lists the persons on which there are an absolute prohibition, being juristic persons, minors or any persons disqualified in terms of the Memorandum of Incorporation. Section 69(8) lists the persons that are disqualified on a temporary basis, being someone who has been prohibited by the court or whom the court has declared a delinquent, unrehabilitated insolvents, persons who were removed from an office of trust on the grounds of misconduct involving dishonesty, and persons who were found guilty of a criminal offence and imprisoned without the option of a fine, or were ordered to pay a higher fine for being found guilty of any dishonesty crimes.[1]

A question that arises here is what the effect would be of appointing a prohibited director. Section 69(4) says that a person immediately ceases to be a director if they are prohibited from being a director, but section 71(3) states that if a shareholder alleges that a person is disqualified then the person must be removed by a board resolution before they cease to be a director. This means that any act done by such a person, despite his disqualification, will be valid and binding on the company unless the third party who was involved in the act was aware that the person they were dealing with was disqualified.[2]

Section 162(5) (a)-(f) sets out the grounds for an order of delinquency. A court must make an order declaring a person to be a delinquent director if the person:

  1. consented to serve as a director, or acted in the capacity of a director or prescribed officer, while ineligible or disqualified to be a director;
  2. acted as a director in a manner that contravened an order of probation;
  3. grossly abused the position of director while being a director;
  4. took personal advantage of information or an opportunity, or intentionally or by gross negligence inflicted harm upon the company or a subsidiary while being a director;
  5. acted in a manner that amounted to gross negligence, wilful misconduct or breach of trust while being a director; or as contemplated in section 77(3) (a), (b) or (c);
  6. has repeatedly been personally subject to a compliance notice or similar enforcement mechanism;
  7. has been convicted of an offence at least twice, or subjected to an administrative fine or similar penalty; or
  8. was a director of a company or a managing member of a close corporation, or controlled or participated in the control of a juristic person that was convicted of an offence, or subjected to a fine or similar penalty, within a period of five years. [3] & [4]

If a person is declared a delinquent in terms of section 162(5) (a) or (b) it is unconditional and for the lifetime of the person. If a person is declared a delinquent in terms of section 162(5) (c)-(f) this is temporary for a minimum of 7 years.[5]

It is therefore very important, when appointing a director, to make sure that he is qualified in terms of the new Companies Act. One must do proper research about a person accordingly before appointing him as a director of a company because it is possible that if you do not do so, the company in which you are a shareholder may have to bear the consequences of the actions of this disqualified person.

References:

  • Companies Act 71 of 2008
  • FHI Cassim et al Contemporary Company Law (2012)

[1] Section 69(7) – (8) of the Companies Act 71 of 2008.

[2] Section 69(4) and 71(3) of the Companies Act 71 of 2008.

[3] Section 162(5) (a)-(f) of the Companies Act.

[4] FHI Cassim et al Contemporary Company Law (2012) 435 – 437.

[5] FHI Cassim et al Contemporary Company Law (2012) 438.

This article is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice. Errors and omissions excepted (E&OE).

Companies

WHO MAY BE APPOINTED AS DIRECTOR?

Certain people are not eligible to be appointed as directors of a company. In this article we look at who is disqualified from being a director as well as the effects of the actions of such persons while still acting as director.

A company must not knowingly permit an ineligible or disqualified person to serve or act as a director, according to section 69(3) of the Companies Act 71 of 2008. “Knowingly” includes the situation where the company should reasonably have known that the person is ineligible or disqualified.

Section 69(7) lists the persons on which there are an absolute prohibition, being juristic persons, minors or any persons disqualified in terms of the Memorandum of Incorporation. Section 69(8) lists the persons that are disqualified on a temporary basis, being someone who has been prohibited by the court or whom the court has declared a delinquent, unrehabilitated insolvents, persons who were removed from an office of trust on the grounds of misconduct involving dishonesty, and persons who were found guilty of a criminal offence and imprisoned without the option of a fine, or were ordered to pay a higher fine for being found guilty of any dishonesty crimes.[1]

A question that arises here is what the effect would be of appointing a prohibited director. Section 69(4) says that a person immediately ceases to be a director if they are prohibited from being a director, but section 71(3) states that if a shareholder alleges that a person is disqualified then the person must be removed by a board resolution before they cease to be a director. This means that any act done by such a person, despite his disqualification, will be valid and binding on the company unless the third party who was involved in the act was aware that the person they were dealing with was disqualified.[2]

Section 162(5) (a)-(f) sets out the grounds for an order of delinquency. A court must make an order declaring a person to be a delinquent director if the person:

  1. consented to serve as a director, or acted in the capacity of a director or prescribed officer, while ineligible or disqualified to be a director;
  2. acted as a director in a manner that contravened an order of probation;
  3. grossly abused the position of director while being a director;
  4. took personal advantage of information or an opportunity, or intentionally or by gross negligence inflicted harm upon the company or a subsidiary while being a director;
  5. acted in a manner that amounted to gross negligence, wilful misconduct or breach of trust while being a director; or as contemplated in section 77(3) (a), (b) or (c);
  6. has repeatedly been personally subject to a compliance notice or similar enforcement mechanism;
  7. has been convicted of an offence at least twice, or subjected to an administrative fine or similar penalty; or
  8. was a director of a company or a managing member of a close corporation, or controlled or participated in the control of a juristic person that was convicted of an offence, or subjected to a fine or similar penalty, within a period of five years. [3] & [4]

If a person is declared a delinquent in terms of section 162(5) (a) or (b) it is unconditional and for the lifetime of the person. If a person is declared a delinquent in terms of section 162(5) (c)-(f) this is temporary for a minimum of 7 years.[5]

It is therefore very important, when appointing a director, to make sure that he is qualified in terms of the new Companies Act. One must do proper research about a person accordingly before appointing him as a director of a company because it is possible that if you do not do so, the company in which you are a shareholder may have to bear the consequences of the actions of this disqualified person.

[1] Section 69(7) – (8) of the Companies Act 71 of 2008.

[2] Section 69(4) and 71(3) of the Companies Act 71 of 2008.

[3] Section 162(5) (a)-(f) of the Companies Act.

[4] FHI Cassim et al Contemporary Company Law (2012) 435 – 437.

[5] FHI Cassim et al Contemporary Company Law (2012) 438.

References:

  • Companies Act 71 of 2008
  • FHI Cassim et al Contemporary Company Law (2012)

This article is a general information sheet and should not be used or relied on as legal or other professional advice. No liability can be accepted for any errors or omissions nor for any loss or damage arising from reliance upon any information herein. Always contact your legal adviser for specific and detailed advice.