C O N S T I T U T I O N

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1 C O N S T I T U T I O N DE HOOP HOME OWNERS ASSOCIATION BARDALE VILLAGE PHASE 3 a body corporate established in terms of Section 29 of the Land Use Planning Ordinance, No 15 of 1985

2 2 1. ESTABLISHMENT OF THE ASSOCIATION The De Hoop Home Owners Association is constituted as a body corporate in terms of section 29 of the Land Use Planning Ordinance, (Ord 15 of 1985) in accordance with the conditions imposed by the City of Cape Town when approving in terms of the said ordinance the consolidation and rezoning of Remainder Farm 447 (including 447/2 and 447/3), 4474, 453 and Erven 1926, 1996, 7580, 7581, 7584 and 7585 Blue Downs as well as the subdivision of Erf 1996 Blue Downs, for the purposes of the development of a portion of Remainder Erf Blue Downs (Phase 3 of the Bardale Village development), and shall come into existence simultaneously with the registration in the Deeds Office of the first of the erven in the subdivision. 2. INTERPRETATION 2.1 In this constitution, unless the context otherwise indicates: alienate means the alienation of any property (or any part thereof) and includes alienation by way of sale, exchange, donation, partition deed, interstate succession, will, cession, assignment, lease, court order or insolvency, irrespective of whether such alienation is subject to a suspensive or resolutive condition, and alienation shall have a corresponding meaning; Association means the De Hoop Home Owners Association; auditors mean the auditors of the Association from time to time; Bardale Village development means the property development or developments on the entire Bardale Village land as indicated on the Bardale Village diagram annexed hereto, and includes any development or developments on any additional area/s which the developer may, in its sole discretion, incorporate into the Bardale Village development from time to time, including the Phase 3 development; Bardale Village diagram means the diagram attached hereto depicting the whole of the layout of the Bardale Village development, including, inter alia, the Phase 3 development thereof; Body Corporate(s) means such body corporates as are established in relation to Sectional Title Scheme/s in terms of the Sectional Titles Act and falling within the Phase 3 development;

3 business day means any day other than a Saturday, Sunday or public holiday; chairperson means the chairperson of the trustee committee; communal facilities mean: all facilities on the communal property; all such other facilities designated for the common benefit and/use of all residents within the Phase 3 development by the trustee committee from time to time, including (but not limited to) public toilets, playground equipment, sporting facilities, panic buttons, security equipment in the guard house, security equipment outside including masts and CCTV cameras, fences (temporary and permanent), walls, booms and access controlled gates (including booms, guard houses, electronic equipment) and the irrigation system; communal property means: all such portion/s of the land within the Phase 3 development owned by the Association including the gatehouse; all such other area/s within the Phase 3 development designated by the trustee committee as communal property from time to time; Council means the City of Cape Town or its successor/s; date of invoice in relation to levies, means the date of issue of the invoice or statement of account to members in respect of levies, regardless of whether such invoice or statement of account is issued by the Council or the Association; design manual means the design manual to control all aspects of the design of all buildings, improvements and landscaping within the Phase 3 development as amended from time to time in terms of this constitution or as required by the Council from time to time, which design manual shall

4 4 be available for inspection at the office of the Association or the office of the managing agent; developer means Integrated Housing Development (Proprietary) Limited (Registration No 2002/004841/07) or its nominee/s carrying out the development from time to time, and includes its successor/s-in-title and its/their respective successor/s as developer/s of the Bardale Village development; developer trustee means the trustee appointed by the developer from time to time as contemplated in clause 14.2 below; development period means the period from the date of the establishment of the Association until: the date of transfer of the last saleable erf or Sectional Title Unit or other land unit within the Phase 3 development; or the date of the developer giving written notice to the Association that the development period is at an end; whichever date shall first occur; dwelling means a dwelling or other building on an erf; erf/erven means any erf/erven within the Phase 3 development and includes an undivided share thereof; land means collectively a portion of Remainder Erf Blue Downs, substantially in accordance with the land depicted as Phase 3 on the Bardale Village diagram annexed hereto; managing agent means the agent appointed by the trustee committee from time to time in terms of clause 29; member means a member of the Association; Members Representative(s) means such representative(s) who is/are a member of the Association and who is/are duly authorised to represent a member where such member is a Body Corporate; month means calendar month;

5 office means the office of the Association; owner means any registered owner of an erf or Sectional Title Unit within the Phase 3 development; Phase 3 development means the property development on the land, which comprises Phase 3 of the Bardale Village development, and includes any portion of such property and such additional area/s as may be incorporated into the Phase 3 development in terms of clause 7 below; prime rate means a rate of interest per annum which is equal to the First National Bank published minimum lending rate of interest per annum, compounded monthly in arrears, charged by the said bank on the unsecured overdrawn current accounts of its most favoured corporate clients in the private sector from time to time. (In the case of a dispute as to the rate so payable, the rate shall be certified by any manager or assistant manager of any branch of the said bank, whose decision shall be final and binding on the parties); private open spaces means the area(s) within the Phase 3 development which are not erven, Sectional Title Schemes (or falling within the boundaries thereof), public open space areas, communal property or other communal areas and which public open space areas shall be retained by the developer, its successors-in-title or nominee, as its sole and exclusive property, and at present reflected and demarcated as such on the Bardale Village diagram; public open spaces mean all areas referred to as Public Places on the General Plan in respect of the land including the amphitheatre and park areas, which areas will be owned by the Council; Registered Owner/s means the registered owner/s of an Erf or Sectional Title Unit situate within the Phase 3 development Sectional Title Scheme/s means sectional title scheme/s as defined and established in accordance with the Sectional Titles Act, and falling within the Phase 3 development; Sectional Titles Act means the Sectional Titles Act No 95 of 1986 and any amendment or modification thereof or substitution therefor from time to time;

6 Sectional Title Unit/s means sectional title units as defined in the Sectional Title Act and situate within the Phase 3 development; special resolution means a resolution passed at a special general meeting in accordance with the provisions of clause 27 below; this constitution means this constitution and regulations and by-laws of the Association from time to time in force; trustee committee means the board of trustees of the Association; trustee means one of the trustee committee; vice-chairperson means the vice-chairperson of the trustee committee; year means a period of 12 calendar months calculated from 1 March of each and every calendar year. 2.2 Words importing the singular shall include the plural, an d vice versa, and words importing the masculine gender shall include the feminine and neuter genders, and vice versa, and words importing persons shall include partnerships, trusts and bodies corporate, and vice versa. 2.3 The head notes to the paragraphs to this agreement are inserted for reference purposes only and shall not affect the interpretation of any of the provisions to which they relate. 3. RECORDAL 3.1 It is recorded that the Developer intends to develop, and/or has commenced developing the Phase 3 development, which will comprise erven and Sectional Title Units as depicted on the Bardale Village diagram. 3.2 Each of the Sectional Title Schemes shall establish a Body Corporate, each of which shall in turn be a member of this Association and bound by the terms of this Constitution. 3.3 For the purposes of meetings of the members of the Association, each Body Corporate shall appoint and duly authorise a Members Representative to vote at such meetings for and on its behalf,

7 7 provided that such Members Representative shall also be a member of the Association. 3.4 It is recorded that the until such time as the Home Owner s Association is formally established, the Developer will assume all responsibilities of the Home Owner s Association. 3.5 Any land held by the Home Owners Association shall not be disposed of/alienated/mortgaged/transferred to any other party without the prior consent from the Council and 75% of the Home Owners Association members. This shall be carried forward into the Title Deeds/s thereof. 4. OBJECTS OF THE ASSOCIATION 4.1 The objects of the Association shall be the following: the maintenance, control and management of the communal property and the communal facilities within the Phase 3 development; to take title of the communal property; to manage the use of the public open spaces and the communal areas, facilities and property; to control all aspects of the design of all buildings, improvements and landscaping within the Phase 3 development as well as advise on proposed land use departures; to enter into agreements with the Council for the maintenance, repair, and keeping in order of the public roads and public open spaces and all facilities thereon; the promotion, advancement and protection of the communal and group interests of the members generally in regard to the Phase 3 development; to enter into service agreements and other necessary agreements with the Council or any other authority or supplier of services in connection with the Phase 3 development including security services; to generally do all such things as may be necessary or requisite to give effect to and implement the objects of the Association and to do all such things ancillary or incidental to the objects;

8 8 provided however, that nothing in this constitution shall in any way detract from or relieve the Council or any other authority from any of its duties and obligations or any services which it is required to provide by law to property owners or occupiers of any land or buildings within the Phase 3 development. 4.2 The Association shall procure that the general public shall have access to and egress from the Phase 3 development amongst other measures by providing 24 hour security presence at all the entrance gates. 4.3 The Council shall be entitled to require the Association to register a servitude over the communal property which is owned by the Association including the gatehouse area in favour of the general public for the purposes of access to and egress from the Phase 3 development by the general public as well as for Council service and emergency vehicles. 5. FINANCIAL YEAR END The financial year end of the Association is the end of February of each year. MEMBERSHIP OF THE ASSOCIATION 5.1 Membership of the Association shall be compulsory for every registered owner of an erf or Sectional Title Unit, and every Body Corporate within the Phase 3 development. 5.2 Such membership shall commence simultaneously with the registration of transfer of the erf or Sectional Title Unit into the name of the transferee thereof and/or upon establishment of a Body Corporate, whichever occurs earlier and shall continue in respect of a successor in title and shall be included in the title deed of each portion/land unit of such transferee as the owner of such erf or Sectional Title Unit. 5.3 Any power of attorney to pass transfer shall include: the subject property my not be alienated without the prior written consent of the Home Owners Association of which the Transferee or his Successors -in- Title shall become a member. This shall be carried forward into the Title Deed/s thereof. 5.4 Membership of the Association shall be limited to: the owners of erven; provided that where any such owner is more than one person, all the owners of erven shall be deemed jointly and severally to be one member of the Association and shall nominate one owner to represent them and vote at meetings of the Association;

9 Body Corporates within the Phase 3 development ;and the developer in its capacity as such during the development period. 5.5 A member who is a Body Corporate shall adopt as its rules the standard rules as set out in the Sectional Titles Act. Any amendments thereto shall be subject to the prior approval of the trustee committee. 5.6 When a member, save for the developer, ceases to be the registered owner of an erf or Sectional Title Unit within the Phase 3 development, such person shall ipso facto cease to be a member of the Association. 5.7 The developer shall be entitled to cede all its rights in terms of this constitution and the cessionary in respect of any such rights shall be entitled to exercise all such rights, without the consent of the Association or any of its members. 5.8 The developer may at any time abandon, in writing, in whole or in part, any rights conferred upon it in terms of this constitution provided that the developer may not abandon any of its obligations in terms of this constitution without the prior written approval of the Council which approval may be withheld for any reason whatsoever. 5.9 No member shall be entitled to alienate any erf or Sectional Title Unit within the Phase 3 development unless it is a condition of the sale and transfer that: the transferee agrees in writing to become a member of the Association and to be bound by the provisions of this constitution and the constitution of the Master Homeowners Association, insofar as it is applicable; the registration of transfer of such erf or Sectional Title Unit into the name of the transferee shall ipso facto constitute the transferee as a member of the Association; the member first obtains the written consent of the Association to such transfer, which consent shall only be given provided that the condition in clause above has been fulfilled and provided further that the member has paid all levies and any other amounts owing by such member in terms of this constitution as at the date of registration of transfer of the erf or Sectional Title Unit to the transferee.

10 The registered owner of any erf or Sectional Title Unit within the Phase 3 development, and/or Body Corporate, shall not be entitled to resign as a member of the Association The trustee committee may by regulation provide for the issue of a membership certificate which certificate shall be in such form as may be prescribed by the trustee committee The rights and obligations of a member, save for the developer, shall not be transferable and every member shall: to the best of the ability of such member further the objects and interests of the Association; observe all by-laws and regulations made by the Association or the trustee committee No member ceasing to be a member of the Association for any reason shall, nor shall any such member s executor, curator, trustee, liquidator or other legal representative have any claim upon or interest in the funds or other property of the Association, but this clause shall be without prejudice to the rights of the Association to claim from such member or the estate of such member any arrears of levies or any other amounts due from such member to the Association at the time of such member so ceasing to be a member. 6. LEVIES PAYABLE BY THE MEMBERS 6.1 The trustee committee shall from time to time impose levies (both general and specific) upon the members for the purpose of meeting all the expenses which the Association has incurred, or to which the trustee committee reasonably anticipates the Association will be put by way of, inter alia, the following: the maintenance, repair, improvement and keeping in order of the communal property and the communal facilities within the Phase 3 development; payment of all rates and other charges payable by the Association in respect of property rates in respect of the communal property, municipal services, security services and other services rendered and/or supplies made to the Association; the promotion, advancement and protection of the communal and group interests of the members generally in regard to the Phase 3 development, including security and security systems;

11 all services rendered to the Association and/or for payment of all expenses necessarily or reasonably incurred in connection with the management and objects of the Association and its affairs; in order to give effect to and implement the objects of the Association and to do all such things ancillary or incidental to the objects; and in calculating the levies, the trustee committee shall take into account the income (if any) earned by the Association. 6.2 The trustee committee shall prepare an annual budget of the estimated amount which shall be required by the Association to meet the expenses during each year, together with such estimated deficiency (if any) as shall result from the preceding year, and shall impose a levy upon the members equal as nearly as is reasonably practical to such estimated amount. 6.3 The budget shall specify separately the amount to be provided for the maintenance, repair, improvement and keeping in order of the communal property, the communal facilities, the public open spaces and other areas and facilities in respect of which the Association will incur costs during the ensuing year. 6.4 The trustee committee may include in such budget levies in an amount to be held in reserve to meet anticipated future expenditure not of an annual nature. 6.5 In calculating the general levy payable by each member, the trustee committee may, in their sole discretion, take the following factors into account: the proportion that the floor area of the particular dwelling bears to the total floor area of all dwellings within the Phase 3 development; the purpose for which the particular dwelling shall be used; the traffic flow generated by the particular dwelling; the fact that the member may be a Body Corporate, provided however that the trustee committee may consider any other factors which they in their sole discretion may deem relevant. 6.6 The general levy in respect of each financial year in terms of such annual budget shall be payable at the option of each member either:

12 annually in advance within 30 days after the invoice date; or by way of 12 equal monthly instalments payable on the first day of each and every succeeding month commencing from the first day of the month following the invoice date of such levies in respect of the rateable property concerned. 6.7 The trustee committee may from time to time impose specific levies on the members in respect of all such expenses referred to in clause 6.1 above, which are not included in any estimate in terms of clause 6.2 above, and such levies: may be imposed upon all the members or only upon such members which directly or indirectly receive the benefit from the purpose for which such specific levies are required; may be made in the sum or by such instalments and at such time or times as the trustee committee shall think fit; may be levied by the board of trustees mutatis mutandis in accordance with the provisions of clauses 6.1 to 6.5 (both inclusive). 6.8 Every member who sells, transfers, alienates or otherwise disposes of: his or her erf or Sectional Title Unit (or undivided share therein); and any other interest (whether direct or indirect) or holding in respect of an erf or Sectional Title Unit( the other interest ) including (but not limited to): any shares in a company owning an erf or Sectional Title Unit (or undivided share therein); or a member s interest (or part thereof) in a close corporation owning an erf or Sectional Title Unit (or undivided share therein); or a beneficial interest (or part thereof) in a trust owning an erf or Sectional Title Unit (or undivided share therein); shall be liable to pay to the Association a support scheme levy equal to 0,5% of the purchase price or other consideration, (exclusive of VAT, if any, but including agents commission) received from such sale,

13 13 transfer, alienation or other disposal. The supp ort scheme levy shall be payable to the Association against registration of transfer of such member s erf or Sectional Title Unit or against transfer of such member s other interest (as the case may be). 6.9 Every member shall procure that: the member s obligations to pay the support scheme levy in terms of clause 6.8 be recorded in the deed of sale, transfer, alienation or disposal (as the case may be) concerned; and in the case of the sale, transfer, alienation or disposal of an erf or Sectional Title Unit, the conveyancer nominated to attend on the registration of such erf or Sectional Title Unit be instructed to pay, on behalf of the transferor, the support scheme levy to the Association against transfer; and in the case of the sale, transfer, alienation or disposal of the other interest, the transferee be obliged to pay, on behalf of the transferor, the support scheme levy to the Association against transfer Each member shall, upon becoming a member of the Association, pay to the managing agent a once-off administration fee in an amount as determined by the managing agent from time to time All levies and other amounts payable by a member to the Association shall be paid by way of debit order, save as otherwise expressly instructed and/or allowed in writing by the Association or the managing agent. For the purposes thereof, a member shall duly execute a debit order drawn on the Association s bank account in respect of all levies and other amounts payable by such member to the Association from time to time. Should any member fail to pay any amount by way of debit order, the Association shall be entitled to charge such member an administration charge in an amount as the trustee committee may deem fit from time to time, notwithstanding all or any of the other rights of which the trustees and/or the Association may have as a result of such member s failure All payments made by any member to the Association shall bear a reference consisting of the erf number or the Sectional Title Unit number of the property concerned and the full name of the owner. The Association will not accept any payment made by a member without such required reference All levies imposed by the Association shall be levied in addition to all other amounts which the Council, Eskom and/or any other authority/ies

14 14 may levy from the owner in respect of property rates, levies, fees, taxes, duties, tariffs and surcharges Any amount due by a member by way of a levy shall be a debt due by such member to the Association The obligation of a member to pay levies to the Association shall cease upon such member ceasing to be a member of the Association, without prejudice to the right of the Association to recover arrear levies No levies or other amounts paid by a member to the Association shall under any circumstances be repayable by the Association upon such member ceasing to be a member A member s successor in title to any erf or Sectional Title Unit shall be liable as from the date upon which such successor becomes a member pursuant to the transfer of such erf or Sectional Title Unit, to pay the levy attributable to the erf or Sectional Title Unit No member shall be entitled to any of the privileges of membership unless and until such member shall have paid every levy or o ther amount (if any) which shall be due and payable to the Association in respect of the membership of such member Notwithstanding anything to the contrary contained or implied in this constitution, no levies of whatsoever nature shall be payable by the developer, whether in respect of any erven, Sectional Title Unit or other property within the Phase 3 development or otherwise. 7. EXTENSION OF THE PHASE 3 DEVELOPMENT AND MASTER PROPERTY OWNERS ASSOCIATION 7.1 It is recorded that the developer has a continuing and permanent interest to ensure that certain basic provisions are entrenched in perpetuity to guarantee the success of the Phase 3 development and the Bardale Village development in its entirety. 7.2 Accordingly, none of the provisions of this clause 7 may be amended, altered, varied and/or deleted in any way in terms of clause 35 below or otherwise, without the prior written consent of the developer: all members of the Association shall be members in accordance with the provisions of this constitution from time to time; the developer and/or the Association may register, where necessary, various service servitudes across the Phase 3

15 15 development in favour of the local authority, the developer and/or the Association, whether in respect of any erven, communal property, private open spaces, public open spaces or otherwise; The developer shall be entitled at any time and from time to time to extend and/or alter the area and/or composition of the Phase 3 development by requiring the Association to incorporate into the Phase 3 development the following: the land known as Remainder Erf Blue Downs; and any further land within the Bardale Village Phase 3 development; which the developer shall be entitled to develop as it may deem fit, subject to the approval of the Council Should any further land be incorporated into the Phase 3 development, the developer shall be entitled (subject to the approval of the local authority) to require that the first and subsequent owners of any property within such further land become members of the Association, on the same terms and conditions as are applicable to the other members of the Association from time to time. The members of the Association shall be bound by any such requirement of the developer. 7.3 no erf forming part of the Phase 3 development shall be subdivided or rezoned during the development period without the prior written consent of the developer or without the prior written consent of the trustee committee after the termination of the development period; 7.4 membership does not confer any right in favour of the Association, including that of access, in respect of any property owned by the developer, including any right of way or access across such property other than as is contained in terms of the various consents and approvals given by the local and/or provincial authorities and/or the Council relating to the zoning and subdivision of the land comprising the Phase 3 development, or regulated by a registered servitude; 7.5 the members acknowledge and agree that the developer, its successor/s in title and its employees have certain rights, including: rights of access across property owned by members, and across communal property and other communal areas,

16 16 public open spaces and the like in the Phase 3 development; the right to develop other areas in the Phase 3 development, including additional land in the future, and also the right to share various services and facilities with the Association and to connect any parts of any future development to the services and facilities in the Phase 3 development. 7.6 It is recorded that the Phase 3 development will form part of the Bardale Village development. 7.7 The developer or its nominee and/or assignee shall be entitled (but not obliged) at any time prior to the Bardale Village development being completed, to establish a master property owners association ( the Bardale Village Master POA ) to promote, advance and protect the communal interests of all the owners, lessee s, occupiers within and visitors to the Bardale Village development, and to administer and control the use of the Bardale Village development in perpetuity. 7.8 The Association and/or its members (as the case may be) shall be obliged to become a member of the Bardale Village Master P OA and to be bound by the constitution or the memorandum and articles of association (as the case may be) of the Bardale Village Master POA (including any rules and regulations made, and any resolutions passed thereunder). If required by the developer or the Bardale Village Master POA, each member shall procure and consent to the registration of a title deed condition against such member s erf or Sectional Title Unit in favour of the Bardale Village Master POA in terms of which the owner for the time being of such erf or Sectional Title Unit shall not be entitled to sell, transfer, mortgage, alienate or encumber in any other way such erf (or any portion thereof) or Sectional Title Unit without the prior written consent of the Bardale Village Master POA in terms of its articles of association or constitution (as the case may be). 7.9 The Bardale Village Master POA shall be entitled to impose levies upon its members for the purposes of meeting the expenses of the Bardale Village Master POA The establishment of the Bardale Village Master POA including its functions and objects shall be subject to the prior written approval by the Council.

17 17 8. BUILDINGS AND ALTERATIONS 8.1 A member shall not be entitled to without the prior written approval of the trustees, having regard to the design manual and subject to the full approval of the necessary plans from the Council : erect any new buildings and/or structures of any nature whatsoever on any erf or Sectional Title Unit in the Phase 3 development; make any changes or alterations to existing buildings and/or structures on any property within the Phase 3 development, including changes to the external colour scheme. 8.2 The approval of the trustees as contemplated in clause 8.1 above shall only be given: after the Association has approved the detailed plans of the proposed work in writing; and after detailed plans of the proposed work has been submitted to the trustees, or any competent person nominated by the trustees (who may be an architect, registered with the South African Council of Architects or the Institute of South African Architects); and the trustees or their nominee are satisfied that the proposed work is in accordance with the design manual for the purposes of which the trustees or their nominee shall be the sole arbiter and their decision shall be final and binding on the member, subject to the right of such member to refer their decision to arbitration in terms of clause 34 below; and the member has made payment of any costs which may be incurred in obtaining this approval, including the costs of the trustees or their nominee; the member has paid to the trustees a deposit in such amount as the trustees may from time to time determine as security for any damage to any of the common areas which amount shall be held in trust by the trustees subject to the provisions of clauses 10 and 17 below; provided that the provisions of this clause shall not be interpreted as detracting from the sole and final responsibility of the Council to approve or reject building plans.

18 18 9. DESIGN MANUAL 9.1 The trustees may in liaison and with the consent of the Council amend, amplify, clarify or add to the provisions of the design manual. 9.2 In the event of the provisions of the design manual being amended or added to and such amendment or addition will materially affect any further development of any property in the Phase 3 development, the trustees shall by written notice inform all members of the amendment or addition to the design manual. 9.3 All buildings and other structures erected on any property within the Phase 3 development shall comply with the provisions of the design manual. 9.4 No site occupation of any property within the Phase 3 development shall be permitted until written acknowledgement of the design guideline has been received from the registered owner thereof. 10. DEPOSIT FOR DAMAGE 10.1 Each member shall, when submitting to the trustees for approval the detailed plans for the construction of any building and/or improvements, or alterations or additions to existing improvements in the Phase 3 development in terms of clause 8.1 above, pay to the trustees a deposit in an amount to be determined from time to time by the trustees which amount shall be retained by the trustees in trust until completion by the member and/or its contractors of such work Upon completion of all such building and other activities, the trustees shall if they are satisfied that no damage has been effected by the member or any of its contractors to the common areas and/or landscaped areas within the Phase 3 development and that the work has been constructed in accordance with duly approved plans, release the building deposit to the member, excluding any interest thereon which will accrue to the Association In the event of any landscaped area, communal property, communal facilities and/or public open spaces having damage due to such work, the member shall within 15 days of having been requested to do so in writing by the trustees, rectify the damage to the satisfaction of the trustees, failing which, the trustees shall be entitled to appoint an independent contractor to repair the damage and the amount paid to the trustees as a building deposit shall be utilised to defray the expenses of the independent contractor. If, however, the damage caused is not sufficient to cover the cost of such repairs, the trustees shall be entitled to recover the shortfall from the me mber.

19 CONTRACTS AND RULES 11.1 The trustee committee may from time to time to: make rules and any other regulations in regard to: the use and enjoyment of the communal property, communal facilities and public open spaces including the right to charge a reasonable fee for the use thereof; the standards and guidelines for the architectural design of all dwellings, Sectional Title Schemes, other buildings, out-buildings, structures of any nature, swimming pools, tennis courts and all additions and alterations to any such dwellings, other buildings, out-buildings or structures, including fencing erected or to be erected within the Phase 3 development, and in particular to control the design of the exterior of such dwellings, other buildings, out-buildings or structures and the materials used on such exteriors to ensure an attractive, aesthetically pleasing and co-ordinated character to all buildings within the Phase 3 development; the siting of all dwellings, Sectional Title Schemes, other buildings, out-buildings, structures of any nature, swimming pools, tennis courts, and all additions and alterations to any thereof; the preservation of the built and general environment; the right to prohibit, restrict or control the keeping of any animal; the conduct of any persons, including the public (which shall be allowed access, on such conditions as the Association shall regulate, to the communal property and all communal facilities), within the Phase 3 development for the prevention of nuisance of any nature to any member; the preservation of the natural environment;

20 the maintenance of all dwellings, other buildings, out buildings, structures, improvements of any nature and landscaping on within the Phase 3 development; control of traffic and parking within the Phase 3 development; the furtherance and promotion of any of the objects of the Association and/or for the management of the affairs of the Association and/or for the advancement of the interests of the members and/or the residents on the land enter into agreement/s with the Council and other authorities governing matters set out in clause and any other matters incidental thereto; enter into any other agreement/s for the purposes of promoting and achieving the objects of the Association including agreement/s with security service providers The rules shall be subject to any condition/s imposed by the developer upon any member purchasing an erf or Sectional Title Unit in terms of the deed of sale in respect of such erf or Sectional Title Unit, or any Body Corporate established Each member undertakes to the Association to comply with: the provisions of this constitution; any rules or other regulations made in terms of this clause 11; any agreements referred to in clauses and insofar as such agreements may directly or indirectly impose obligations on such member For the enforcement of any of the rules made by the trustee committee or other obligations of the members in terms of this clause, or of any of the provisions of this constitution generally, the trustee committee may: give 7 days written notice to the member concerned requiring such member to remedy such breach within such period as the trustee committee may determine;

21 take or cause to be taken such steps as they may consider necessary to remedy the breach of the rule or provision of which the member may be guilty, and debit the cost of so doing to the member concerned, which amount shall be deemed to be the debt owing by the member concerned to the Association; and/or take such action including proceedings in court, as the board of directors may deem fit; impose, in their sole discretion, spot fines, other charges and/or impost on the member concerned, as the trustee committee may deem fit In the event of the trustee committee instituting any legal proceedings against any member or resident on the land for the enforcement of any of the rights of the Association in terms hereof, then withou t prejudice to any other rights which the trustee committee or the Association may have in law, the trustee committee shall be entitled to recover all legal costs so incurred from the member or resident concerned, calculated as between attorney and own client, including tracing fees and collection commission In the event of any breach of the rules or provisions by the members of any member s household or his or her guests or lessees or in the case of a Body Corporate, its members, such breach shall be deemed to have been committed by the member itself, but without prejudice to the aforegoing, the trustee committee may take or cause to be taken such steps against the person actually committing the breach, as the trustee committee may in its sole discretion deem fit In the event of any member disputing the fact that such member has committed a breach of any of the rules, a committee of three trustees appointed by the chairperson for the purpose shall adjudicate upon the issue at such time and in such manner and according to such procedure (provided that natural justice shall be observed) as the chairperson may direct Notwithstanding anything to the contrary herein contained, the trustee committee may in the name of the Association enforce the provisions of any rules by civil application or action in a court of competent jurisdiction and for this purpose may appoint attorneys and counsel, as the trustee committee may deem fit.

22 USE OF DWELLINGS 12.1 The use of any dwelling shall always comply with the local zoning scheme regulations The trustees shall be entitled to make rules as to the maximum number of persons which are allowed to reside at any dwelling, provided that such rules shall at all times comply with the zoning scheme requirements A member shall not be entitled to let such member s erf or Sectional Title Unit and/or any premises thereon to a tenant or tenants, unless such member has procured the prior written approval by the trustee committee in respect of such tenant/s and the lease agreement/s concerned, which approval may be withheld for any reason whatsoever. 13. BREACH OF THIS CONSTITUTION 13.1 Should any member: fail to pay on due date any amount due by that member in terms of this constitution or any regulation made thereunder and remain in default for more than 7 days after being notified in writing to do so by the trustees; or commit any other breach of any of the provisions of this constitution or any regulation made thereunder and fail to commence remedying that breach within a period of 7 days after the receipt of written notice to that effect by the trustees and complete the remedying of such breach within a reasonable time; then and in either such event, the trustee committee shall be entitled on behalf of the Association, without prejudice to any other rights or remedies which the trustee committee or the Association or any other member may have in law, including the right to claim damages: to institute legal proceedings on behalf of the Association against such member for payment of such overdue amount or for performance of his or her obligations in terms of this constitution or any regulation made in terms of this constitution, as the case may be; and/or in the case of the failure to pay any instalments referred to in clauses or (as the case may be) on due date, to claim immediate payment of the whole of the

23 23 outstanding levies payable in respect of the relevant year, together with interest thereon; and/or in the case of clause above, to remedy such breach and immediately recover the total cost incurred by the trustees or the Association in so doing from such member Should the trustees of the Association institute any legal proceedings against any member pursuant to a breach by that member of this constitution or any regulation made thereunder, then without prejudice to any other rights which the trustees or the Association or any other member may have in law, the trustees shall be entitled to rec over from such member all legal costs incurred by the trustees or the Association, including attorney/client charges, tracing fees and collection commission Without prejudice to all or any of the rights of the trustees or the Association granted under this constitution, should any member fail to pay any amount due by that member on due date, then such member shall be obliged to pay interest thereon at the prime rate plus 5% calculated from the due date for payment until the actual date of payment of such amount, both dates inclusive. 14. TRUSTEE COMMITTEE 14.1 There shall be a trustees committee of the Association which shall consist of not less than 3 trustees and not more than 5 trustees from time to time During the development period, the developer shall be enti tled to appoint 1 trustee and to appoint 1 alternate to such trustee, and to remove, replace and fill any vacancies in any such appointment as trustee or alternate trustee Until the first trustees of the Association are appointed, the developer shall be entitled and obliged to carry out all the functions and duties of the trustees in terms of this constitution. 15. REMOVAL AND ROTATION OF TRUSTEE MEMBERS 15.1 A trustee shall be deemed to have vacated his or her office as such upon: his or her estate being sequestrated, whether provisionally or finally, or his surrendering his estate;

24 his or her making any arrangement or compromise with his creditors; him or her committing an act of insolvency in terms of Section 8 of the Insolvency Act (No 24 of 1936); his or her conviction for any office involving dishonesty; his or her becoming of unsound mind or being found lunatic; his or her resigning from such office in writing delivered to the secretary; his or her death; in the case of any trustee other than the developer trustee, him or her being removed from office by a resolution of the majority of the trustees or the members, subject to clause 15.2 below; provided that anything done in the capacity of a trustee in good faith, by a person who ceases to be a trustee, shall be valid until the fact that he is no longer a trustee has been recorded in the minute book of the trustee committee Where the developer trustee vacates or is deemed to have vacated his or her office as such, then the vacancy may only be filled by the developer. 16. OFFICE OF TRUSTEES 16.1 Every trustee must be a member of the Association or an authorised representative of the member where the member is not a natural person The trustees shall appoint from amongst themselves a chairperson, who shall hold his or her respective office until the end of each year provided that such office shall ipso facto be vacated by the trustee holding such office upon his or her ceasing to be a trustee for any reason, subject to the provisions of clause 16.3 below. In the event of any vacancy occurring in any of the aforesaid offices at any time, the trustee committee shall immediately meet to appoint one of their number as a replacement in such office, subject to clause 16.3 below During the development period, the developer trustee shall be the chairperson.

25 Save as otherwise provided in this constitutions, the chairperson shall preside at all meetings of the trustee committee, and all general meetings of members, and shall perform all duties incidental to the office of chairperson and such other duties as may be prescribed by the trustee committee or of members, and to allow or refuse to permit invitees to speak at any such meetings, provided however, t hat any such invitees shall not be entitled to vote at any such meetings It is recorded that the trustees other than the development trustee shall not be entitled to any remuneration fees, salary or other payment for financial benefit of any nature whatsoever (including any kickback from a third party) in respect of, in connection with and/or incidental to their functions and duties as trustee and/or chairperson. Notwithstanding the provisions contained in clause 15.1 above, should a trustee or the chairperson (save for the developer trustee) commit a breach of the provisions of this clause 16.5, such trustee shall be deemed to have vacated his or her office forthwith. 17. FUNCTIONS AND POWERS OF THE TRUSTEE COMMITTEE 17.1 Subject to the express provisions of this constitution, the trustee committee shall manage and control the affairs of the Association, and shall have full powers in the management and direction of such affairs and, save as may be expressly provided in this constitutions, may exercise all such powers of the Association, and do all such acts on behalf of the Association as may be exercised and done by the Association, and as are not by this constitutions required to be exercised or done by the Association in general meeting, subject nevertheless to such regulations as may be prescribed by the Association in general meeting from time to time, provided that no regulation made by the Association in general meeting shall invalidate any prior act of the trustee committee which would have been valid if such regulation had not been made The trustee committee shall have the right to vary, cancel or modify any of its decisions and resolutions from time to time The trustee committee shall have the right to co-opt onto the trustee committee any person or persons chosen by it. Any co-opted trustee shall enjoy all the rights and be subject to all the obligations of the trustees, but no co-opted trustee shall have any vote at any meeting of the trustee committee The trustee committee may should it so decide, investigate any suspected or alleged breach by any member or trustee of this constitutions in such reasonable manner as it shall decide from time to time.

26 The trustee committee may make regulations and by-laws not inconsistent with this constitution or any regulations or by -laws prescribed in the Association in general meeting: as to disputes generally; for the furtherance and promotion of any of the objects of the Association; for the better management of the affairs of the Association; for the advancement of the interests of members; for the conduct of trustee committee meetings and general meetings; and to assist it in administering and governing its activities generally; and shall be entitled to cancel, vary or modify any of the same from time to time The trustee committee shall be entitled to delegate all or any of its functions and duties to any committee or sub-committee. 18. PROCEEDINGS OF THE TRUSTEE COMMITTEE 18.1 The trustee committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, subject to any provisions of this constitutions Meetings of the trustee committee shall be held at least once every quarter provided that if all the trustees shall in writing have waived the above requirement in respect of a particular quarter, then no meeting of the trustee committee need be held for that quarter The quorum necessary for the holding of any meeting of the trustee committee shall be not less than 25% of the number of trustees appointed from time to time provided that during the development period there shall be no quorum unless the developer trustee is present at such meeting. If within 15 minutes after the time appointed for the meeting, a quorum is not present, the meeting shall stand adjourned to a day not earlier than 24 hours and not later than 7 days after the date of the meeting and if at such adjourned meeting, a quorum is not present within 15 minutes after the time appointed for the meeting, the trustee or trustees (or their alternate/s) present at the meeting shall constitute a quorum.