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Nicole Copley

Nicole has consulted to the NGO sector since 1993. She is an admitted attorney (non-practising), has her Masters in the tax exemption laws and is a Master Tax Practitioner. Nicole developed her drafting skills while working as a business lawyer, and she has a pragmatic problem-solving approach to all the work she does. Her depth and breadth of experience over many years and her work with government and a wide range of clients, give her useful perspective and insight. Nicole also lectures and trains on various topics of importance to the NGO sector. She is author of ‘NGO Matters: A practical legal guide to starting up’, and publisher of the series of NGO Matters handbooks.

Board Matters – conflicts of interest and breaches of duty

It is generally known and accepted that board members who may have a ‘conflict of interests’ between their personal interests and those of the organisation on whose board they serve: should act in the best interests of the organisation and not ...

Donor organisations and the 18(1)(b) rule

 It is a fairly well-known rule that an organisation which has 18A status may only, in respect of funds for which 18A receipts have been issued, on-donate to another organisation which also has PBO and 18A status. However, there is a little m...

New from SARS: “third party returns” by 18a organisations

In the next step towards closing down 18A fraud, SARS has introduced a new tax filing requirement for organisations issuing 18A receipts (and for trusts which ‘vest’ an amount in a named beneficiary)- the filing of “third party returns”.  Wh...

Do nonprofits have to FICA their customers?

Would non-profits that sell R100 000 or more of a product be considered  ‘accountable institutions’ under FICA, and therefore be required to register and comply with FICA regulations? Nicole Copley explains. Schedule 1 to the Financial ...

Expanded requirements for 18A receipts: March 2023

If your organisation is a section 18A-approved organisation, know that the rules around issuing 18A tax receipts to donors have changed. Effective 1 March 2023, SARS has issued expanded requirements for 18A receipts and all receipts issued from th...

What is an independent board member and why do we need some?

A crucial component of credible governance is a measure of independence on the boards of organisations. The founding documents of organisations may call for a proportion (often the majority) of the board to be ‘independent’- but what does this mea...

Government employees as board members of non-profit entities

We often come across instances where government employees who are involved  or wish to be involved (in a volunteer capacity) as board members of an NGO, are informed that they are not permitted to do so.   The first thing to be noted, he...

Can PBOs buy shares in companies to get dividends?

We are often approached by organisations which are approved by SARS as public benefit organisations (PBOs) which have been invited to participate in, or have themselves put together share ownership structures where the PBO is going to be buying sh...

Who needs to have an AGM?

An annual general meeting (AGM) is a meeting of members or shareholders, and its usual function is to elect the board, hear the reports on the activities and plans of the organisation, and view the annual financial statements (AFS). A non-profit ...

Removing a member of the board of directors

Boards of NPCs often find themselves in a position where, for one reason or another, they would like to remove one of their number from the Board. If the MOI of the NPC stipulates terms of office for directors (and if those terms of office are us...

Some thoughts on minutes and agendas

Organisations often use standard formats for agendas and minutes but, if you are considering ways to make meetings more effective, we think it better to make up your own format and procedure, to be sure that they suit your organisation and support...

Can we leave our unused trust dormant?

The functioning of the various Masters of the High Court being what they are (and the comparative speed and ease of use of CIPC being markedly better) we are quite often asked by clients who have decided to no longer use a trust as their main oper...

Dispute resolution clauses in founding documents

We quite often see standard ‘quick fix’ or arbitration dispute resolution clauses included in founding documents such as trust deeds, MOIs and constitutions. These dispute resolution clauses originate from contracts, and as a way to try to have p...

NPC Advice: What is a 'unique MOI' and do we need one?

Many NPCs which are registered in a hurry or without any understanding of the importance of the Memorandum of Incorporation (MOI) of an NPC are often established with the CIPC standard form MOI as their founding document. At ngoLAW we only regist...

What does 'ex-officio' mean?

The widely misunderstood term 'ex-officio' means “by virtue of another office held” and simply means that the person automatically becomes a board member because of some other position they are in. Those who serve ‘ex officio’ are not voted on, d...

POPIA Compliance update: Resources and options

The ‘D’ day for POPIA compliance has come and gone. Some of us have it all sussed and sorted, some had good intentions but have been diverted by other dramas, and some are still wondering whether they need to engage with POPIA (for the last lot, y...

Make your voice heard: Proposed Amendments to the NPO act

Those of us who work in the sector estimate that we have seen (and been involved with some parts of) about four or five processes of development of amendments to the NPO Act but none of these has seen the light of day, as new brooms have swept (no...

All about audit certificates

What are they? Audit certificates are a record produced each year and kept on file certifying/giving an opinion on the use of funds for which 18A receipts were issued.  According to s18A(2B), a PBO which falls under section 18(2A),...

Acting outside your objects - Tax and other consequences

Some people believe that trading is prohibited for PBOs, and others that all income of PBOs is tax exempt. Neither of these is true, and the answer lies somewhere between the two extremes: Under Section 10(1)(cN) of the Income Tax Act, all no...

“Changing” the legal structure of your NPO

It has surprised us how often staff, or governing body, members of non-profit organisations (“NPO’s”) have not been able to tell us which legal structure their organisation is established as – “we are an NPO” they insist! The Nonprofit Organisati...