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SGM25June2007v8 – 26 Sep.2007

REPUBLIC OF SOUTH AFRICA

COMPANIES ACT, No.61 of 1973 as amended(34 pages)

ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL

(Section 59(1) and (2)(b); Regulation 18)

REGISTRATION NUMBER OF COMPANY

1974/001627/08

NAME OF COMPANY

THE ONE HUNDRED AND THREE HOME OWNERS ASSOCIATION

(ASSOCIATION INCORPORATED UNDER SECTION 21 OF THE COMPANIES ACT)

SHORT NAME OF COMPANY

THE 103 HOA

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I N D E X

Article No. Heading Pages

1 Exclusion 3

2 Definitions 3 – 5

3 Membership 6 – 7

4 Levies 7 – 11

5 The Common Area 11 – 12

6 Breach 13

7 Cessation of Membership 13 - 14

8 Directors 14 – 16

9 Offices of Directors 16 – 17

10 Board: Functions & Powers 18 – 19

11 Proceedings of Directors 19 – 21

12 General Meetings 22

13 Notices of Meetings 23 – 24

14 Venue of Meetings 24

15 Quorum for Meetings 25

16 Agenda at Annual General Meetings 25 - 26

17 Procedure at General Meetings 26 - 27

18 Proxies 27 – 28

19 Voting 28 – 30

20 Other Contractors etc. 30

21 Accounts 31

22 Audit 31

23 Service of Notice 32

24 Indemnity 32 – 33

25 Privilege iro Defamation 34

26 Arbitration 34

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1. The Articles of Table “A” contained in Schedule 1 to the

Companies Act, 1973, shall not apply to the Association.

2. In these presents:

2.1 The following words shall, unless the context otherwise

requires, have the meanings hereinafter assigned to them:

Words Meanings

the Act the Companies Act No.61 of 1973 as

amended

Auditors

the Auditors of the Association

Chairman

the Chairman of the Board of Directors

the common area the remainder of Erf 6231 (a portion

of Erf 6229) and Erven 6232 to 6235

inclusive (portions of Erf 6230)and

Erf 7295 Constantia

the Association

The 103 Home Owners Association

(limited by guarantee)

in writing

written, printed or lithographed or

partly one and partly another, and

other modes of representing or

producing words in a visible form

the Local Authority

the City of Cape Town or any other

local authority having jurisdiction

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over the remainder of Erf 6231 (a

portion of Erf 6229) and Erven 6232 to

6235 inclusive (portions of Erf

6230)and Erf 7295 Constantia

Member

a member of the Association

Month

calendar month

the office

the registered office of the

Association

These presents

these Articles of Association and any

regulations, rules and by-laws of the

Association, from time to time in

force

the Private Erven

the 206 cluster and garage erven

resulting from the sub-division of

Erven 6231 (a portion of Erf 6229) and

6232 to 6235 inclusive (portions of

Erf 6230) and Erf 7295 Constantia and

which are designated as such by His

Honour the Administrator of the

Province of the Cape of Good Hope in

Executive Committee in terms of

Section 9 of the Townships Ordinance

No. 33 of 1934 as amended.

Vice–Chairman

the Vice-Chairman of the Board of

Directors

Year

a calendar year, which shall also be

the Association Financial Year. (i.e.:

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Special resolution

1 January to 31 December)

as provided for in Section 199 of the

Companies Act;

a resolution of a company is a special

resolution if, at a general meeting of which

not less than 21 days clear notice has been

given to propose it as a special resolution,

the terms, effect and reasons for it and at

which – (b) in the case of a company limited

by guarantee, not less than one quarter of the

members entitled to vote are present in person

or by proxy – the resolution has been passed

by a show of hands by not less than three-

fourths of the number of members of the

company entitled to vote on a show of hands at

the meeting who are present in person or by

proxy, or where a poll has been demanded, by

not less than three-fourths of the total votes

to which the members present or by proxy are

entitled.

2.2 Unless the context otherwise requires, any words importing

the singular number only shall include the plural number,

and vice versa and words importing one gender only shall

include the other gender;

2.3 Subject as aforesaid words or expressions defined in the

Companies Act or any statutory modification thereof, in

force at the date on which these presents became binding

on the Association shall, if not inconsistent with the

subject or context, bear the same meaning in these

presents.

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3. MEMBERSHIP

Membership of the Association shall be limited to the

registered owners of the private erven provided that:

3.1 a person who is entitled to obtain a certificate of

registered title to any such private erf shall for the

purposes of these Articles of Association be deemed to be

the registered owner thereof;

3.2 where any such owner is more than one person, all the

registered owners of that erf shall be deemed jointly and

severally to be one member of the Association.

3.3 where any such owner is a Trust, a Company or a Close

Corporation the holding entity shall, in terms of Article

18 hereof, appoint one person, who need not be a member,

to be their duly authorized proxy at any meeting of the

Association. Such proxy, however, if not a beneficiary or

a trustee of a trust, a member of a close corporation or a

shareholder of a company, will not be qualified to become

a director of the Association.

3.4 the definitive date for becoming a member or for ceasing

to be a member shall be the date upon which transfer of

ownership of the relevant erf is registered in the

relevant Deeds Office.

3.5 when a member ceases to be the registered owner of a

private erf, he shall ipso facto cease to be a member of

the Association.

3.6 a member shall not transfer a private erf unless it is a

condition of the transfer that:

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i) the transferee binds himself, as a contract for

the benefit of the Association, to become a

member of the Association;

ii) the registration of transfer of that private erf

into the name of that transferee shall ipso

facto constitute the transferee as a member of

the Association

3.7 the registered owner of a private erf may not resign as a

member of the Association.

3.8 the Directors may, by regulation, provide for the issue of

a membership certificate, which certificate shall be in

such form as may be prescribed by the Directors.

3.9 the rights and obligations of a member shall not be

transferable and every member shall:

i) further to the best of his ability the objects

and interests of the Association.

ii) observe all by-laws, rules and regulations made

by the Association or the Directors.

iii) be bound by these Articles

3.10 Nothing contained in these Articles of Association shall

prevent a member from ceding his rights in terms of these

Articles as security to the Mortgagee of that member’s

private erf.

4. LEVIES

4.1 The Directors shall from time to time make levies upon the

members for the purpose of meeting the annual operating

expenses of the Association including:

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i) all general expenses which the Association has

incurred

ii) all expenses which the Directors reasonably

anticipate the Association will incur by way of

maintenance, repair, improvement and keeping in

good order and condition the common area

iii) all expenses which the Directors reasonably

anticipate the Association will incur by way of

maintenance of the exteriors of any buildings,

structures, erections or other improvements

situate on the private erven

iv) all expenses relating to any statutory charges,

rates or levies charged to the Association by

any Statutory Authority.

In calculating levies the Directors shall take into

account income, if any, earned by the Association.

4.2 The Directors shall estimate the amount required by the

Association to meet its operating expenses during each

year, together with any estimated deficiency/surplus as

shall result from the preceding year. They shall then

make a levy upon the members, equal as nearly as is

reasonably practicable, to such estimated amount. The

Directors may include in such levy an amount to be held in

reserve to meet anticipated future operating expenditure

not of an annual or recurring nature. Every such levy

shall be recoverable from the members, in equal monthly

payments, due in advance on the first day of each and

every succeeding month, commencing from the second month

after the AGM, of such year. Any levy not paid on due

date shall carry interest at a rate as the Directors may

decide.

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4.3 The levy referred to in Clause 4.2 shall not be

implemented or become binding until approved by members at

a General Meeting of the Association. Members shall be

entitled to a full explanation, be able to raise questions

and debate the matter prior to voting either for or

against a resolution to implement such levy. In the event

that approval of a proposed levy is denied then any and

all existing levy or levies shall remain of full force and

effect pending resolution of members’ objections and

concerns and their approval of a new proposed levy.

4.4 In the event of the Association being unable to fulfill

its objectives, from time to time, in respect of

expenditure for:

i) statutory Rates and Taxes

ii) maintenance of the common area

iii) any other obligation assumed by it in terms of

an agreement with a Statutory Authority

then the Directors may make special levies upon members,

not exceeding the identified and certified amount in

question, without the passing of a resolution at a General

Meeting of the Association. The applicable levy may be

made in sum total as a once-off charge or by a specified

number of monthly payments and may bear interest at a rate

upon which the Directors will decide.

4.5 Unforeseen circumstances may arise from time to time that

may necessitate the creation and imposition of a specific

additional levy, other than for structural changes to

buildings on private erven, on the members. In such event,

the Directors will motivate a detailed proposal for

consideration and voting upon at a General Meeting to be

called for such purpose. The provisions of Article 19 in

respect of voting will apply.

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4.6 No specific additional levies will be raised for

structural changes to the buildings and/or facilities on

the private erven unless such levy be agreed to and

approved, by special resolution, at a Special General

Meeting to be called for such purpose. The voting

provisions contained in the definition of a special

resolution in section 2 of these presents will apply.

4.7 Any amount due by a member by way of a levy and interest

shall be a debt due by him to the Association. The

obligation of a member to pay an ongoing levy and interest

shall cease upon the date on which his membership

terminates without prejudice to the Association’s right to

recover any outstanding arrear levies and interest. No

levies or interest paid by a member shall, under any

circumstances, be repayable by the Association upon his

ceasing to be a member. A member’s successor in title to

a private erf shall be liable as from the date upon which

he becomes a member pursuant to the transfer of that erf,

to pay the levy and interest thereon attributable to that

erf. No member shall transfer his private erf until the

Association has certified that the member has at the date

of transfer fulfilled all his financial obligations to the

Association.

4.8 The levy payable by a member shall bear the same

proportion to the total levy imposed on members, as the

number of residential plus garage erven registered in the

name of that member bears to the aggregate number of all

the residential plus garage erven.

4.9 No member shall be entitled to any of the privileges of

membership until he shall have paid every levy, interest

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thereon and other sum (if any) which shall be due and

payable to the Association in respect of his membership

thereof.

5 THE COMMON AREA

5.1 Neither the whole or any portion of the common area shall

be :

i) sold, let alienated, otherwise disposed of,

subdivided or transferred

ii) mortgaged

iii) subjected to any rights, whether registered in a

Deeds Registry or not, of use, occupation or

servitude (save those enjoyed by the members in

terms hereof)

iv) built upon, improved or enhanced in value by the

construction of buildings, erections, facilities

or amenities, the cost of which directly or

indirectly to the Association exceeds R50.000-00

in total

without the sanction of a Special Resolution of the

Association.

5.2 The Directors may, from time to time make regulations

governing, inter-alia;

i) members rights of use, occupation and enjoyment

of the common area

ii) definition and stipulation of what maintenance

services will be provided by the 103 HOA to the

common area.

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5.3 The Board of Directors may, in its absolute and unfettered

discretion, sanction or decline applications by members

relating to private use of portions of the common area,

adjacent to their private erven, as provided for in these

presents and the Rules of the 103 Homeowners Association;

provided always that such use will not be inconsistent

with the conditions of use imposed on the common area by any

Statutory Authorities (e.g. The City of Cape Town);

provided also that sanctioned use by a member confers on

such member no title of any nature whatsoever, be they

plantings, paving, fencing or constructions and that

ownership thereof shall vest in THE 103 HOA without

reimbursement of any costs or expenditure relating thereto

to such owner(s); provided further that such improvements

or use of the common area do not exclude the use of, or

access to, or access through the common area by any

members or staff of the association.

5.4 The Board may enter into Agreements with Local or other

Statutory Authorities relating to the matters set out in

the whole of this Article 5 as well as any other

incidental matters.

5.5 Each member undertakes to the Association that he shall

comply with:

i) any regulations made in terms of this Article 5

ii) any Agreements referred to in this Article 5 in

so far as those Agreements may directly or

indirectly impose obligations on him.

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6 BREACH

6.1 Any member who fails to make payment to the Association on

due date of any monthly subscription or other amount

payable by such member, or who otherwise breaches or fails

in the observance of any of the provisions of these

presents may, if so determined by a resolution passed by

not less than 5 (five) of the Directors present at a

meeting of the Directors,

i) be fined by the Association in such amount as

shall be determined by the Directors and /or

ii) be ordered to pay to the Association or any

member or other person aggrieved by the breach

or failure in question, such sum in compensation

as in each case shall have been determined at

such meeting of the Directors.

6.2 The member concerned shall be provided with a summary of

the allegations brought against him and be invited to

attend such meeting of Directors, by notice in writing

delivered to such member not less than 7 (seven) days

prior to the holding thereof. Such member shall be given

the right to speak and to be represented legally thereat,

but not to be present at the voting or to take part in the

proceedings, other than as allowed by the Chairman of such

meeting.

7 CESSATION OF MEMBERSHIP

No member who ceases to be a member of the Association for any

reason shall, (nor shall any such member’s executors, curators,

trustees or liquidators) have any claim upon or interest in the

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funds or other property of the Association. This clause shall,

however, be without prejudice to the rights of the Association

to claim from such member or his estate any levy, arrears of

levy and interest or any other outstanding sums due by him to

the Association at the time of his ceasing to be a member.

8 DIRECTORS (Appointment, rotation and removal of)

8.1 There shall be a Board of Directors of the Association

which shall consist of a maximum of 7 (seven) members.

8.2 A Director shall be an individual and must either be the

owner - or the duly recognised partner of such owner - of

a private erf. However, if the erf is owned by a trust or

by a close corporation or by a company, then

representation shall be by a trustee or beneficiary of

such trust, by a member of such close corporation or by a

shareholder of such company. A Director, by accepting his

appointment to office as such, shall be deemed to have

agreed to be bound by all the provisions of these

presents.

8.3 Save as set forth in Article 8.6 below, each Director

shall continue to hold office from the date of his

appointment to office until the conclusion of the Annual

General Meeting next following his appointment. At such

Annual General Meeting each Director shall be deemed to

have retired from office as such, but will be eligible for

re-election to the Board of Directors at the meeting.

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8.4 Prior to an Annual General Meeting and should they so

desire, at the AGM, members have the right to nominate new

Directors. Nomination forms will be provided and will have

space to reflect the name and signature of the proposer

and the seconder as well as the full names and acceptance

signature of the nominee. The proposer, seconder and

nominee must, in all respects, comply with Articles 3.2,

3.3 and 8.2 of these presents.

8.5 If, at the Annual General Meeting, the number of nominees

together with the previous directors who have made

themselves available for re-election exceeds seven, then a

secret ballot must be held to elect seven directors.

Should the number of candidates be less than seven, then

those candidates available for election automatically

become Directors and they shall be entitled to appoint, as

Directors, the requisite number of members to achieve the

stipulated total.

8.6 A Director shall be deemed to have vacated his office as

such upon:

i) cessation of membership (i.e. sale of the Unit

by which such director qualified)

ii) his/her estate being sequestrated, whether

provisionally or finally, or his surrendering of

his/her estate

iii) his/her making any arrangement or composition

with his creditor(s)

iv) his/her conviction for any offences involving

dishonesty

v) his/her becoming of unsound mind or being

declared lunatic

vi) his/her resigning from such Office, in writing,

delivered to the Secretary

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vii) his/her death

viii) his/her being removed from Office as provided

for in Section 220 of the Companies Act

ix) in the event that he/she is the duly recognized

spouse or partner of a member, on divorce or

separation from or sequestration of or death of

such member

8.7 Provided that anything done in the capacity of a Director

in good faith, by a person who ceases to be a Director,

shall cease to be valid from:

i) the date upon which his written resignation is

received by the Secretary of the Association

ii) the date upon which he was removed from office

8.8 Upon any vacancy occurring on the Board of Directors prior

to the next Annual General Meeting, the vacancy in

question shall be filled by a person nominated, from

amongst the members or their recognised partners, by those

remaining for the time being of the Board of Directors.

Should such nominee decline his/her appointment to the

Board, then the Board shall continue to function, in all

respects, with the remaining directors until such time as

the vacancy is filled.

9 OFFICES OF DIRECTORS

9.1 Within seven (7) days of the holding of an Annual General

Meeting, the Board of Directors shall meet and shall elect

from its own number the Chairman and Vice-Chairman. They

shall hold their respective offices until the Annual

General Meeting held next after their said appointments,

provided that the office of the Chairman or Vice-Chairman

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shall ipso facto be vacated by the Director holding such

office upon his ceasing to be a Director for any reason.

No one Director shall be appointed to more than one of the

aforesaid offices. In the event of any vacancy occurring

in any of the aforesaid offices at any time, the Board of

Directors shall meet as soon as is reasonably possible to

appoint one of their number as a replacement in such

office.

9.2 Save as otherwise provided in these presents, the Chairman

shall preside at all meetings of the Board of Directors,

and at all general meetings of members. He shall perform

all duties incidental to the office of Chairman and such

other duties as may be prescribed by the Board of

Directors. He may allow or refuse to permit invitees to

speak at any meetings, provided however, that any such

invitees shall not be entitled to vote at any such

meetings.

9.3 The Vice-Chairman shall assume the powers and duties of

the Chairman in the absence of the Chairman, or on his

inability or refusal to act as Chairman. He shall perform

such other duties as may from time to time be assigned to

him by the Chairman or the Board of Directors.

9.4 Directors shall be entitled to be repaid all reasonable

and bona fide expenses incurred by them respectively in or

about the performance of their duties as Directors and/or

Chairman and/or Vice-Chairman as the case may be. Save as

aforesaid, however, they shall not be entitled to any

other remuneration, fees or salary in respect of the

performance of such duties.

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10 FUNCTIONS & POWERS OF THE BOARD OF DIRECTORS

10.1 Subject to the express provisions of these presents, the

Board of Directors shall manage and control the business

and affairs of the Association. They shall have full

powers in the management and direction of such business

and affairs, and save as may be expressly provided in

these presents, may exercise all such powers of the

Association. They may perform any and all acts, for and on

behalf of the Association, which acts may or may not be

required by the Companies Act or by these presents,

subject always to any provisions of the Companies Act, and

to such regulations as may be prescribed by the

Association, in general meeting, from time to time. No

regulation made by the Association in general meeting,

however, shall invalidate any prior act of the Board of

Directors which would have been valid if such regulation

had not been made.

10.2 The Board of Directors shall have the right to vary,

cancel or modify any of its decisions and resolutions,

from time to time.

10.3 The Board of Directors may, should it so decide,

investigate any suspected or alleged breach by any member

or Director of these presents, in such reasonable manner

as it shall decide from time to time.

10.4 The Board of Directors may make regulations, rules and by-

laws, not inconsistent with these Articles, or any

regulations or by-laws prescribed by the Act or by the

Association in general meeting, as to:

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i) disputes and arbitrations generally

ii) the furtherance and promotion of any of the

objects of the Association

iii) the better management of the affairs of the

Association

iv) the advancement of the interests of members

v) the occupancy, administration, external

appearance and maintenance of the private erven

and the buildings erected thereon, the

modification, additions and improvements to such

buildings as well as the general and maintenance

services provided to the private erven

vi) all aspects of the management and administration

of the common erven covered by these presents

vii) the conducting of Directors, General and Annual

General Meetings

viii)all things necessary to assist the Board in

administering and governing its activities

generally

such regulations and by-laws to be equally binding on

owners, tenants, guests and visitors.

10.5 The Board of Directors shall be entitled to create new and

to cancel, vary or modify any of the matters listed in

Article 10.4 as they, from time to time, deem to be

desirable or requisite.

11 PROCEEDINGS OF THE DIRECTORS

11.1 The Directors may meet together for the dispatch of

business, adjourn and otherwise regulate their meetings as

they think fit, subject to any provisions of The Act and

of these presents.

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11.2 Meetings of the Directors shall be held on at least one

occasion every quarter, provided that if all the Directors

shall in writing have waived the above requirement in

respect of a particular quarter, then no meeting of the

Directors need be held for that quarter.

11.3 The quorum necessary for the holding of any meeting of the

Directors shall be four (4) directors present personally.

If there is no quorum present, the meeting shall be

cancelled.

11.4 The Chairman shall preside as such at all meetings of the

Directors provided that should at any meeting of the

Directors the Chairman not be present within five (5)

minutes after the time appointed for the holding thereof,

then the Vice-Chairman shall act as Chairman. Provided

further that should the Vice-Chairman also not be present

within five (5) minutes of the time appointed for the

holding of such meeting, those Directors present shall,

from amongst themselves, appoint a Chairman for the

meeting. Such Chairman shall thereupon exercise all the

powers and duties of the absent Chairman in relation to

such meeting provided that a valid quorum exists.

11.5 The Directors shall cause minutes to be taken of every

Directors meeting, although not necessarily verbatim,

which minutes shall be reduced to writing without undue

delay after the meeting will have closed and shall then be

promptly circulated to all Directors, irrespective of

whether they were present or not. The minutes will be

certified correct by the directors who were present at the

recorded meeting, at their next meeting. All minutes of

Directors meetings shall after certification as aforesaid

be placed in a Directors Minute Book to be kept in

accordance with the provisions of the Act relating to the

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keeping of minutes of meetings of Directors of Companies.

The Directors Minute Book shall be open for inspection at

all reasonable times by a Director, the Auditors, and

members.

11.6 All competent resolutions recorded in the minutes of any

Directors meeting shall be valid and of full force and

effect as therein recorded, with effect from the passing

of such resolutions, and shall remain so until varied or

rescinded. However, no resolution or purported resolution

of the Directors shall be of any force or effect, nor

shall it be binding upon the members or any of the

Directors, unless such resolution is competent within the

powers of the Directors.

11.7 In the event of an equality of votes on a resolution it

shall be deemed to have failed and the matter shall be

deferred for reconsideration at the next meeting. If the

votes then be tied again, the proposed resolution shall be

deemed to be rejected and it will be dropped.

11.8 Save as otherwise provided for in these presents, the

proceedings at any Directors meeting shall be conducted in

such reasonable manner and form as the Chairman of the

meeting shall decide.

11.9 A resolution signed by all the Directors shall be valid in

all respects as if it had been duly passed at a meeting of

the Board of Directors duly convened. Such resolution

must, however, be pasted into the official Minute Book.

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12 GENERAL MEETINGS OF THE ASSOCIATION

12.1 The Association shall, within 9 (nine) months of the

Association year end, hold a general meeting as its Annual

General Meeting, in addition to any other general meetings

during that year, and shall specify the meeting as such in

the notices, in terms of Article 13.1 hereof, calling such

meeting.

12.2 The Annual General Meeting shall be held at such time and

in such place as the Directors shall, from time to time,

decide subject to the foregoing provisions

12.3 Should the financial year end of the Association at any

time be such that the provisions of Article 12.1 above

would result in a contravention of the provisions of

Section 179 of the Companies Act, then the date for the

holding of the Annual General Meeting shall be varied by

resolution of the Directors to such date as shall comply

with the requirements of the said Section, provided that

members shall be given immediate written notice of any

such variation.

12.4 All meetings other than Annual General Meetings shall be

called general meetings.

12.5 The Directors, may, whenever they think fit, convene a

general meeting. A general meeting shall also be convened

on a requisition of members made in terms of Section 181

(1) (b) of the Companies Act, or in default, may be

convened by the requisitionists as provided for and

subject to the provisions of Section 181 (3) of the said

Act.

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13 NOTICES OF MEETINGS

13.1 In terms of Section 186 (1) (a) of the Companies Act an

Annual General Meeting and/or a general meeting called for

the passing of a special resolution, shall be called by at

least 21 (twenty-one) clear days notice in writing. A

general meeting, other than one called for the passing of

a special resolution, shall be called by at least 14

(fourteen) days notice in writing. In each case the

notice shall be exclusive of the day on which it is given,

and shall specify

i) the place, the day and the hour of the meeting

ii) in the case of special business, in addition to

any other requirements contained in these

presents, the general nature of that business,

and

iii) in the case of a special resolution, the terms

and effect of the resolution and the reasons for

it shall be given in the manner hereinafter

mentioned or in such other manner, if any, as

the Directors may prescribe to such persons as

are under these presents entitled to receive

such notices from the Association.

13.2 In terms of Section 186 (2) of the Companies Act, an

Annual General Meeting or a general meeting of the

Association shall, notwithstanding that it is called by

shorter notice than that specified in these presents, be

deemed to have been duly called if it is so agreed before

or at the meeting by a majority in number of the members

having the right to attend and vote at the meeting who

hold not less than 95% of the total voting rights. A

meeting for which a shorter period of notice than that

under 13.1 hereof has been given will be regarded as

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having been duly called, and if it is agreed in writing by

all members present before or at the meeting, no notice

need be given at all.

13.3 Insofar as special notice may be required of a resolution,

whether by any provision of the Companies Act or these

presents, then the provisions of Section 186 of the

Companies Act shall apply.

13.4 The Association shall comply with the provisions of

Section 185 of the Companies Act as to the giving of

notice and the circulating of statements on the

requisition of members.

13.5 In terms of Section 185 (6) of the Companies Act, the

business that may be dealt with at an AGM of the

Association includes any resolutions of which notice has

been given under this section. For this purpose notice

must be regarded as given despite accidental omission to

give notice to one or more members.

13.6 Failure of any director or officer to authorise or

knowingly permit failure to comply with this section shall

be an offence.

14 VENUE OF MEETINGS

All Meetings of the Association shall take place at such

place/s and times as shall be determined by the Directors from

time to time.

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15 QUORUM

15.1 Subject to the provisions of section 190 of the Act, no

business shall be transacted at any general meeting unless

a quorum is present when the meeting proceeds to business.

The quorum necessary for the holding of any general

meeting shall be such of the members (or their proxies)

entitled to vote, as together for the time being,

represent one-half of the total votes of all members of

the Association entitled to vote.

15.2 If within half an hour from the time appointed for the

holding of a general meeting a quorum is not present, the

meeting,

i) if convened on the requisition of members, shall

be dissolved

ii) in any other case it shall stand adjourned to

the same day in the next week, at the same place

and time, or at such other place as the Chairman

of the meeting shall appoint. If at such

adjourned meeting a quorum is not present within

half an hour from the time appointed for holding

the meeting, the members present shall be a

quorum.

16 AGENDA AT ANNUAL GENERAL MEETINGS

In addition to any other matters required by the Act or these

presents to be dealt with at an Annual General Meeting, the

following matters shall be dealt with at every Annual General

Meeting:

16.1 consideration of the Chairman’s report to the members

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16.2 election of Directors

16.3 consideration of any other matters raised at the meeting

including any resolutions proposed for adoption by such

meeting, and the voting upon any such resolutions. No

special resolutions, as defined by the Companies Act,

which were not included in the Agenda for the meeting, may

be raised or voted upon.

16.4 consideration and approval of the income and expenditure

statement and the balance sheet of the Association for the

last financial year of the Association preceding the date

of such meeting

16.5 consideration and approval of the report of the Auditors

16.6 consideration and approval of the levy as referred to in

Article 4 of these presents

16.7 consideration and approval of the proposed budget for the

ensuing year

16.8 consideration and fixing of the remuneration of the

auditors for the financial year of the Association

preceding the Annual General Meeting.

17 PROCEDURE AT GENERAL MEETINGS

17.1 The Chairman shall preside as such at all general

meetings, provided that should he not be present within

five minutes after the time appointed for the holding

thereof, then the Vice-Chairman, shall act as Chairman at

such meeting; provided further that should the Vice-

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Chairman also not be present within five minutes of the

time appointed for the holding of such meeting, then the

members present at such meeting and entitled to vote

thereat, shall appoint a Chairman for the meeting. Such

Chairman shall thereupon exercise all the powers and

duties of the Chairman in relation to such meeting.

17.2 The Chairman may, with the consent of any general meeting

at which a quorum is present (and if so directed by the

meeting) adjourn a meeting from time to time and from

place to place, but no business shall be transacted at any

adjourned meeting other than business which might have

been transacted at the meeting from which the adjournment

took place. Whenever a meeting is adjourned for ten days

or more, notice of the adjourned meeting shall be given in

the same manner as of an original meeting. Save as

aforesaid, the members shall not be entitled to any notice

of adjournment, or of the business to be transacted at an

adjourned meeting.

17.3 Except as otherwise set forth in these presents, all

general meetings shall be conducted in accordance with

Roberts Rules of Order, latest revised edition.

18 PROXIES

18.1 A member may be represented at a general meeting or at an

Annual General meeting by a proxy, who need not be a

member of the Association. The instrument appointing a

proxy shall be in writing and signed by the member

concerned or his duly authorized agent, but need not be in

any particular form, provided that

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i) where a member is more than one person, any one

of those persons may sign the instrument

appointing a proxy on such members’ behalf

ii) where a member is a company the instrument may

be signed by the Chairman of the Board of

Directors of the Association or by its secretary

iii) where the member is an association of persons,

by the secretary thereof

iv) where the member is a trust, by a trustee.

18.2 The instrument appointing a proxy and the Power of

Attorney, Resolution or other authority (if any) under

which it is signed, or a notarially certified copy

thereof, shall be deposited with the Secretary or any

Director at any time before the time appointed for the

commencement of the meeting, or adjourned meeting, at

which the person named in the instrument proposed to vote.

No instrument appointing a proxy shall be valid after the

expiration of twelve (12) months from the date of its

execution.

18.3 A vote given in accordance with the terms of an instrument

of proxy shall be valid notwithstanding the previous death

of the principal or revocation of the proxy, provided that

no intimation in writing of the death or revocation shall

have been received by the Directors at least one hour

before the time fixed for the holding of the meeting.

19 VOTING

19.1 At every general meeting every member in person or by

proxy and entitled to vote shall have one vote for each

private residential erf registered in his name, provided

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that if a private erf is registered in more than one

person’s name, or that of a Trust, Company or Close

Corporation then they shall jointly have one vote.

19.2 Save as expressly provided for in these presents, no

person other than a member duly registered, and who shall

have paid every levy and other sum (if any) which shall be

due and payable to the Association in respect of or

arising out of his membership, and who is not under

suspension, shall be entitled to be present or to vote on

any question, either personally or by proxy, at any

general meeting.

19.3 Unless the Chairman of the meeting directs otherwise, all

voting shall be in writing by way of a secret poll, which

shall be taken during the course of the meeting, in such

manner as the Chairman of the meeting shall direct.

19.4 Notwithstanding the provisions of clause 19.3 aforesaid,

voting on the election of a Chairman of a general meeting

(if necessary) or on any question of adjournment, shall be

decided on a show of hands by a majority of the members

present in person or by proxy, and entitled to vote.

19.5 Every resolution and every amendment of a resolution

proposed for adoption by a general meeting shall be

seconded at the meeting and, if not seconded, shall be

deemed not to have been proposed.

19.6 An ordinary resolution (that is a resolution other than a

special resolution) or the amendment of an ordinary

resolution, shall be carried on a majority of not less

than 75% of all the votes cast thereon by the members

present and entitled to vote, and an abstention shall not

30

be counted as a vote for or against the resolution in

question. In the case of an equality of votes for and

against any resolution, the matter shall be dropped.

19.7 Unless any member present at a general meeting, whether in

person or by proxy and prior to the closure of the

meeting, shall have objected to any declaration made by

the chairman regarding the result of any voting at such

meeting, be it by show of hands or by poll, or to the

propriety or validity of the procedure at such meeting,

then the declaration by the Chairman shall be deemed to be

a true and correct result of the voting. The meeting shall

in all respects be deemed to have been properly and

validly constituted and conducted. An entry in the minutes

of the meeting, to the effect that any motion has been

carried or lost, with or without a record of the number of

votes recorded in favour of or against such motion, shall

be conclusive evidence of the vote so recorded if such

entry conforms with the declaration made by the Chairman

of the meeting pertaining to the result of any voting

thereat.

20 OTHER CONTRACTORS, CONSULTANTS, ADVISORS & OFFICERS

Save as specifically provided otherwise in these Articles the

Directors shall at all times have the right to engage, on

behalf of the Association, the services of Accountants,

Auditors, Attorneys, Advocates, Architects, Builders,

Consultants, Engineers and any other person, company,

contractor or firm and/or any other employee/s whatsoever, for

any reasons thought necessary by the Directors and on such

terms and conditions as the Directors shall decide, subject to

any of the provisions of these presents.

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21 ACCOUNTS

21.1 The Association in general meeting, or the Directors, may

from time to time make reasonable conditions and

regulations pertaining to the procedure(s) to be followed

should members desire to examine the accounts and books of

the Association. Subject to such conditions and

regulations, the accounts and books of the Association

shall be made available for inspection by members at all

reasonable times during business hours.

21.2 At each Annual General Meeting the Directors shall lay

before the Association a proper income and expenditure

account for the immediately preceding financial year of

the Association, together with a proper balance sheet made

up as at the last financial year end of the Association.

Every such balance sheet shall be accompanied by proper

and extensive reports of the Directors and the Auditors.

There shall be attached to the notice sent to members

convening each Annual General Meeting, as set forth in

Section 12 hereof, copies of such accounts, balance sheet

and reports (all of which shall be framed in accordance

with the provisions of the Companies Act) and any other

documents required by law to accompany the same.

22 AUDIT

22.1 Once at least in every year the accounts of the

Association shall be examined and the correctness of the

income and expenditure account and balance sheets

ascertained by the Auditors.

22.2 The duties of the Auditors shall be regulated in

accordance with the provisions of the Companies Act.

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23 SERVICE OF NOTICE

23.1 The Association shall serve a notice upon any member,

either personally or by sending it by prepaid registered

post, addressed to such member at the address of the

Private Erf owned by him or to such other address as he

may have advised the Association.

23.2 Any notice, if served by registered post, shall be deemed

to be served on the member on the fifth working day

following that on which the envelope containing the notice

is put into the post. In proving such service, production

of the Registration Slip issued by the Post Office shall

suffice.

24 INDEMNITY

24.1 All Directors, and the Auditors, shall be indemnified out

of the funds of the Association against any liabilities

bona fide incurred by them in their respective said

capacities, and in the case of a Director, in his capacity

as Chairman or Vice-Chairman, whether defending any

proceedings, civil, criminal or otherwise, or in

connection with any application under Section 248 of the

Companies Act, in which relief is granted to any such

person/s by the Court.

24.2 Every Director, every servant, agent and employee of the

Association, and the Auditors, shall be indemnified by the

Association against (and it shall be the duty of the

Directors out of the funds of the Association to pay) all

costs, losses and expenses (including travelling expenses)

which such person or persons may incur or become liable

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for by reason of any contract entered into, or any act or

deed done, by such person or persons in the discharge of

any of his/their respective duties, including in the case

of a Director, his duties as Chairman or Vice-Chairman.

Without prejudice to the generality of the above, the

Association shall specifically indemnify every such person

against all losses of whatsoever nature incurred arising

out of any bona fide act, deed or letter done or written

by him jointly or severally in connection with the

discharge of his duties, provided that any such act, deed

or letter has been done or written in good faith.

24.3 A Director shall not be liable for the acts, receipts,

neglects or defaults of the Auditors or of any of the

other Directors, whether in their capacities as Directors

or as Chairman or Vice-Chairman or for any loss or expense

sustained or incurred by the Association through the

insufficiency or deficiency of title to any property

acquired by the Directors for or on behalf of the

Association or for the insufficiency or deficiency of any

security in or upon which any of the monies of the

Association shall be invested, or for any loss or damage

arising from the insolvency or tortuous act of any person

with whom any monies, securities or effects shall be

deposited or for any loss or damage occasioned by any

error of judgment or oversight on his part, or for any

other loss, damage or misfortune whatever which shall

happen in the execution of any of the duties of his

office/s or in relation thereto, unless the same shall

happen through lack of bona fides or breach of duty or

breach of trust.

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25 PRIVILEGE IN RESPECT OF DEFAMATION

Every member of the Association and every Director shall be

deemed by virtue of his membership or, as the case may be, his

holding office as a Director, to have waived as against every

other member, the Directors, the Chairman, or Vice-Chairman,

every other Director, the Auditors and everybody else engaged

to perform any function or duty on behalf of or for the benefit

of the Association, or the Directors, or any sub-committee, all

claims and rights of action which such member or Director might

otherwise have had in law arising as a result of any statement,

report, complaint or notice of or concerning such member or

Director, or any reference to such member or Director, made at

any Directors meeting, or otherwise in the performance or

exercise of any right, function, duty, power or trust, within

the ambit of these presents being a statement, report,

complaint, notice or reference defamatory of such member or

Director, or otherwise injurious to the dignity, reputation,

business or financial interest of such member or Director,

whether such statement be true or false.

26 ARBITRATION

In the event of a dispute between any of the members or between

a member and the Directors, that dispute shall be resolved by

arbitration. The arbitrator shall be an independent person

agreed upon between the parties and failing agreement nominated

by the President for the time being of the Law Society of the

Cape of Good Hope. The arbitrator shall be entitled to resolve

the dispute according to what he regards as being just and

equitable and in accordance with the spirit and the objects of

this and he shall therefore not be bound by the strict rules of

law. The decision of the Arbitrator shall be final and binding

on the parties.