MASTER ESTATE OWNERS ASSOCIATION CONSTITUTION

Transcription

1 MASTER ESTATE OWNERS ASSOCIATION CONSTITUTION

2 2 INDEX: PARAGRAPH SUBJECT PAGE 1 Definitions and Interpretation 3 2 Nature 7 3 Objectives 8 4 Membership 10 5 Functions and Powers of the Association 10 6 Board of Trustees 13 7 Financial Affairs 18 8 General Meetings 20 9 Access and Traversing Rights Building and Environmental Manual Provisions applying during the Development Period Dispute Resolution and Imposition of Penalties Amendments 28

3 3 1. DEFINITIONS AND INTERPRETATION 1.1 The following words and expressions in this Constitution shall have the following meanings unless the context clearly dictates other-wise Amenities means the amenities set out on Schedule 5 hereunto annexed; Association means The Groot Parys Lifestyle Estate Master Estate Association as established in terms of this Constitution; Attorneys means Van Wyk Van Heerden Attorneys of Paarl, or after termination of the Development Period, an attorney appointed in terms of paragraph ; Budget means An itemized financial estimate of income and expenditure of the Association for the ensuing Financial Year The Manual means Building and environmental guidelines in the nature of rules, as determined in accordance with paragraph 10, attached hereto as Schedule 2; Common property means Common property of a specific Scheme as de-fined in the Act; Components means The components, being the single residential erven and 2 (Two) Sectional Title Schemes as indicated on Schedule 3, making up the Estate, more fully described in paragraph 4 hereunder; Contribution Apportionment Schedule means A Schedule setting out the apportionment of Contributions payable by the Members to the Association, in terms of paragraph 7, annexed hereto as Schedule 1;

4 Completion Date means Date of transfer of last Unit in the Estate, or such earlier date as the Developer may determine by written notice to the Association; Contributions means Contributions payable by Owners to the Association as provided in paragraph 7; Developer means The Groot Parys Retirement Medical Assistance and Life-style Estate Paarl (Pty) Ltd (Registration no. 2017/224948/07), or its successor in title of any part or the entirety of the Development of the Estate; Development means The Groot Parys Lifestyle Estate development consisting of residential erven to 29155, erven to 34722, to 35403, erven to 35369, and the Sectional Title development on Erf as indicated on Schedule 3, comprising the Components; Development Period means The period from the Establishment Date, until the Completion Date; Establishment Date means Date of registration of transfer of the first Unit by the Developer to an Owner; Estate means The entire development known as Groot Parys Lifestyle Estate, as indicated on the Master Layout Plan, comprising the Units; Estate Property means Common areas, facilities and Services which are identified on the Master Layout Plan as being common to all Components, including any immovable property which the Association may acquire in its own name;

5 Fund means A common fund for performing all functions of the Association and to defray all expenses and other financial obligations incurred as contemplated in paragraph 5.1; Groot Parys HOA means The Home Owners' Association of Groot Parys Lifestyle Estate; Master Layout Plan means A layout plan of the Estate as envisaged by the Developer, attached hereto as Schedule 3; Member means A Member of the Association; Occupation Date means The date upon which an Owner or Occupier has taken occupation of a dwelling; Occupier means The lessee or other occupant of a Unit; Owner means An owner of a unit; Registered mortgagee means As described in the Sectional Titles Act, no 95 of 1986; Retention dam means The retention dam and pipeline servitudes indicated by the figure on the Master Layout Plan; Schedule 1 means Contribution Apportionment Schedule; Schedule 2 means Building and Environmental Manual; Schedule 3 means Master Layout Plan, showing the Components, being the residential erven , , 35372

6 , , and the Sectional Title Scheme on Erf 35370, Paarl; Schedule 4 means Services; Services means Those services common to and used by all the Components as listed on Schedule 4; Special Resolution means resolution of which due notice has been given, adopted by not less than 67% (Sixty Seven Percent) of all Members: Provided that any Member detrimentally affected by such amendment may refer the matter for Resolution Procedures as provided in paragraph 12, and such Special Resolution shall then not take effect, pending the award of the Referee; Unit means An Erf or sectional title unit in the Estate. 1.2 The following rules shall apply in respect of the interpretation of this Constitution: The Clause headings are for reference and convenience and shall be disregarded when interpreting this Constitution Unless the context clearly indicates a contrary intention: the singular shall include the plural and vice versa; and reference to any one gender shall include the other genders; and reference to natural persons includes legal persons and vice versa Reference to figures in words and in numerals, the words shall prevail if there is any conflict between the two If any provision of this Constitution is in conflict or inconsistent with any Law, the invalidity of any such provision shall not affect the validity of the remainder of the provisions of this Constitution.

7 Words and expressions defined in any sub-paragraph shall, for the purpose of the paragraph to which that sub-paragraph forms part and in subsequent paragraphs, unless inconsistent with the context, bear the meaning assigned to such words and expressions in such sub-clause If any provision in a definition in this Constitution is a substantive provision conferring rights or imposing obligations on any of the Members, then, notwithstanding that it is only contained in the definitions paragraphs, effect shall be given to it as if it were a substantive provision of this Constitution When any number of days is prescribed, the same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a Saturday, Sunday or pro-claimed public holiday in the Republic, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday If any provision in an Annexure to this Constitution, should be in conflict with any provision of this Constitution, the pro-vision of this Constitution shall prevail Annexures to this Constitution are deemed to be incorporated in, and form part of this Constitution. 2. NATURE 2.1 This document constitutes the Constitution of Groot Parys Lifestyle Estate Master Estate Owners' Association, ("the Association"), an unincorporated body of persons with universal legal personality, being an Association with powers and functions as described herein, for the following Components: Component 1: The Single Residential Erven, consisting of erven to 29155, erven to 34722, and erven to 35403, and erven to and 35371, Paarl;

8 Component 2: the Sectional Title Scheme to be developed on Erf 35370, Paarl. ("the Components") forming the Estate, developed or to be developed by the Developer or their successors in title in accordance with the Master Layout Plan. 2.2 The Association shall be established on the date of registration of transfer of the first Unit in Component 1 from the Developer to an Owner, and this Constitution, shall then become and remain binding upon the Members. 2.3 The Association has the capacity to acquire and own movable and immovable property, to deal therewith, dispose thereof and to acquire, grant and dispose of real rights in its own name. It may enter into contracts, acquire rights and obligations, and sue or be sued in its own name. 2.4 The domicilium citandi et executandi of the Association and of each Component, shall be a physical address within the magisterial area of Paarl, as may be determined by the Executive Committee from time to time. 2.5 The Association may not pay any of its Funds to Members, except to rectify errors, or in terms of a court order, or in settlement of a claim for damages, or upon partial or complete destruction of the Estate. 2.6 All Components and all Members are bound by the provisions of this Constitution, the Rules and the Manual. 3. OBJECTIVES 3.1 The purposes and objectives of the Association are: To serve as a Master Association for the Estate, which includes the Components, in order to regulate and control aspects and matters of common interest as specified herein, with each individual Component retaining functions and powers not excluded in terms of this Constitution, in accordance with their respective Constitutions.

9 To assume such administrative functions and powers of the Components as are assigned to the Association herein and to perform such administrative functions and exercise such powers as are stipulated herein to the exclusion of the Components To accept the delegation of powers and assignment of functions of each Component regarding the management and administration of the Components as determined herein, subject to such limitations as may be imposed herein To provide a forum to Members for discussion and resolution of common issues To control all aspects relating to building alterations and aesthetics of the Estate To manage and control Estate Property Generally, to protect and promote the interests of the Estate. 3.2 The principal business of the Association is to manage, control administer and maintain all Services and Amenities common to and used by all the Components within the Estate, such as roads, sewer lines, storm water lines, the Retention dam and those areas of the relevant properties indicated on the Master Layout Plan; establish and maintain a Fund for the due performance of its functions, including security, the maintenance and insurance of Estate Property, and determine and collect Contributions from Members for such purposes; develop the Manual in respect of usage of Estate Property, aesthetics and general appearance of buildings in the Estate including exclusive areas and common areas in the Estate, in respect of building alterations within the Estate, and related matters of common interest; and

10 enforce all provisions which apply to the Components and Members in terms of this Constitution and the Manual maintain a forum in respect of matters of common interest in the form of meetings of the Trustees and general meetings of Members. 4. MEMBERSHIP 4.1 The Members of the Association shall be: The Developer until the end of the Development Period; The Members of the Home Owner's Association of the Groot Parys Lifestyle Estate to be developed by the Developer on the Erven set out in paragraph above; The Body Corporate of the Sectional Title Scheme to be developed on Erf 35370, Paarl And the successors in title of the above Members. 4.2 Membership shall commence when the first Unit in the Development is registered in the name of an Owner. 4.3 The Developer s membership shall terminate upon transfer of the last Unit in the Development. 4.4 A Member may not resign as a member of the Association, nor may his membership, obligations, or entitlements as a member in terms of this Constitution be ceded or made over to another 4.5 Every Member shall: to the best of its ability adhere to and promote the objects and interests of the Association;

11 observe and comply with the provisions of any applicable Act, this Constitution, its Annexures, the Manual, and Directives made by the Trustees. 5. FUNCTIONS AND POWERS OF THE ASSOCIATION 5.1 The Association shall exercise the powers and perform the functions entrusted to it as set out in this Constitution and the Manual, and as are assigned to it by the Components in this Constitution or as may be agreed between a Component and the Trustees, and shall perform such ancillary functions and exercise such powers as may be necessary in fulfilment of its objectives and principal business. In particular, without detracting from the generality of the above, the Association shall have the following functions and powers, namely to establish for the Association s expenses and obligations, a Fund sufficient in the opinion of the Trustees for the repair, upkeep, control, management and administration of the Services (including reasonable provision for future maintenance, repairs and replacement when necessary), for the payment of rates and taxes (if any), and other charges due to any competent authority or entity for the supply of electric current, gas, water, fuel and sanitary and other Services to the Estate, and any premiums of insurance, and for the discharge of any duties or fulfillment of any other obligations of the Association; to require the Members, whenever necessary, to make Contributions to the Fund for abovementioned purposes, to determine such Contributions from time to time in accordance with the provisions hereof, and to collect such Contributions from Members; to open and operate a cheque account or accounts with a registered commercial bank for the Fund, be it by electronic or other means, such as by cheques, drafts and/or debit/stop orders; to borrow money required by it in the performance of its functions or the exercise of its powers and to secure the repayment of money borrowed by it and the payment of interest thereon, by negotiable instrument or by the cession of unpaid Contributions (whether due or not), or by mortgaging any

12 12 immovable property (excluding property situated within the Estate) vested in it; to invest any surplus money of the Fund, as provided for in this Constitution; arrange and procure, such insurance or insurances as are required; and insure Estate Property and Assets as may be necessary, and to keep them insured to the replacement value thereof against such risks as may be deemed necessary by the Trustees; to maintain the Services and Assets and to keep it in a state of good and serviceable repair; to comply with any notice or order by any competent authority requiring any repairs to, or work in respect of the Estate Property; when essential for the proper fulfillment of its functions, to purchase or otherwise acquire, take transfer of, mortgage, sell, give transfer of, or hire or let immovable property, including Units in the Estate, or immovable property situated outside the Estate; to purchase, hire or otherwise acquire movable property for the use of Owners for their enjoyment or protection, or in connection with the enjoyment, maintenance or protection of the Estate Property; where practicable, to establish and maintain on the Estate Property and/or Common property, suitable and attractive landscaping, lawns, gardens and recreational and other facilities; to enter into agreements with the local authority or any other person or entity for the supply to the Estate of electric current, gas, water, fuel and sanitary and other Services; to enter into an agreement with any Owner or other person for the provision of Amenities or Services by the Association, including the right to let a portion of

13 13 the Common property or Estate Property to any such Owner or person by means of a lease for a period not exceeding 5 (five) years; to appoint an Estate Manager as provided in paragraph 6.10; to appoint such agents and employees for the Association as the Trustees may deem necessary; to maintain and develop the Manual and enforce the provisions thereof; to perform all maintenance of Estate Property and of Common property of the Schemes, the latter to be funded by the respective Schemes; to introduce and maintain such security Services, features, arrangements, and systems in the Estate as the Trustees may consider suitable; where necessary, issue directives to Members regarding the implementation of any provisions hereof, or of the Manual, provided that such directives may only serve to elucidate existing provisions and may not usurp the functions of the Constitution or the Manual; to determine a tariff of administrative charges payable to the Association; to enforce compliance with the rules of each Component on behalf of, and at the cost of, the respective Components; to make Conduct Rules for the proper functioning of the Estate; to do all things reasonably necessary for the enforcement of the provisions of this Constitution and the Manual, and for the control, management and administration of the Estate. 6. BOARD OF TRUSTEES 6.1 The Association shall be managed and the functions and powers thereof shall be performed and exercised, unless otherwise provided for in this Constitution, by a Board of Trustees appointed in terms of these provisions.

14 The Board of Trustees shall comprise of two Representatives representing Component 1, one Representative representing Component 2 and two Representatives appointed by the Developer during the Development Period; The Representative of a Component shall be a person who is a member of the management of the Component, i.e. in case of the Groot Parys HOA two trustees, in case of a Sectional Title Scheme, a trustee, or such other responsible person the management of such Component may nominate. If they, the Trustees may co-opt a suitable person, in which case the co-opted Representative need not be a person referred to aforesaid; Representatives shall hold office until the appointment of new Representatives, or until prior termination of their appointment; The appointment of a Representative shall be deemed to have terminated upon his death; his resignation in writing; failing to attend more than two consecutive meetings of the Trustees without providing reasons: Provided that the Trustees may by majority vote condone such absence; revocation of his appointment by the management of the relevant Component: provided that, upon termination of appointment of a Representative, the management of the Component in respect of which the Representative serves on the Board of Trustees, shall as soon as possible appoint a replacement. Should they fail to do so within 30 (Thirty) days of the termination, a Trustee may be co-opted by the Board of Trustees itself, in which case the co-opted Trustee need not be a person referred to in paragraph above.

15 Any act performed by the Trustees, shall, notwithstanding that it is after the performance of the act discovered that there was some defect in the appointment or continuance in office of any Trustee, be as valid as if such Trustee had been duly appointed or had duly continued in office Any Trustees appointed in terms of paragraph or shall represent the Component in respect of which the vacancy had arisen and shall hold office until the next annual general meeting when he shall retire and be eligible for re-election (if he qualifies in terms of 6.1.2) The Trustees may appoint another person, whether or not he qualifies in terms of 6.1.2, to act as an alternate Trustee during the absence or inability of a Trustee to act An alternate Trustee shall have the powers and be subject to the duties of a Trustee An alternate Trustee shall cease to hold office if the Trustee whom he replaces, ceases to be a Trustee, or if the alternate's appointment is revoked by the Trustees Unless otherwise determined by a ordinary resolution of the Members, Trustees shall not be entitled to any remuneration in respect of their services as such: Provided that the Association shall reimburse to the Trustees for all disbursements and expenses actually and reasonably incurred by them in carrying out their duties and exercising their powers Every Trustee, agent or other officer or servant of the Association shall be indemnified by the Association against all costs, losses, expenses, liabilities and claims which he may incur or become liable to by reason of any act done by him in the discharge of his duties, unless such costs, losses, expenses or claims are caused by the mala fide or grossly negligent act or omission of such person The Trustees shall pay such indemnity out of the Funds of the Association.

16 A Component may, appoint another Trustee in place of any Trustee appointed by it, who has ceased to hold office, for the unexpired part of the term of office of the Trustee so replaced The Trustees may give notice convening meetings, meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. It shall not be necessary to give notice of a meeting to any Trustee for the time being absent from the Republic, but notice of any such meeting shall be given to his alternate, if one has been appointed, and where such an alternate is in the Republic Notwithstanding above, any Trustee may at any time convene a meeting of the Trustees by giving to the other Trustees not less than seven days' written notice of a meeting proposed by him, which notice shall specify the reason for calling such a meeting: Provided that in cases of urgency such shorter notice as is reasonable in the circumstances may be given At the commencement of the first meeting of the Trustees after an annual general meeting, the Trustees shall elect a Chairperson from among their number, who shall also serve as Chairperson at general meetings and shall hold office as such until the end of the next annual general meeting of the Association and who shall have a casting as well as a deliberative vote at Trustee meetings The Chairperson may be removed at a meeting of the Trustees or the Association at a general meeting, if notice of the intended removal from the office of the Chairperson has been given If a Chairperson vacates office, the Trustees shall elect an-other Chairperson who shall hold office as such for the remainder of the period of office of the first-mentioned Chair-person, and who shall have the same rights of voting If a Chairperson vacates the chair during the course of a meeting or is not present or is unable to preside at any meeting, the Trustees present at such meeting shall elect another Chairperson for such meeting who shall have the same rights of voting as the Chairperson.

17 All matters at any meeting of the Trustees shall be determined by a majority of the votes of the Trustee present and voting, provided that during the Development Period, the Trustees appointed by the Developer shall each have Two votes A Trustee shall be disqualified from voting in respect of any contract or proposed contract, or any litigation or pro-posed litigation, with the Association or a Component, by virtue of any interest he may have therein. 6.8 A Trustees meeting may be conducted entirely by electronic communication as long as the electronic communication used ordinarily enables all Trustees participating in that meeting to communicate concurrently with each other without an intermediary, and be able to participate reasonably effectively in the meeting. 6.9 Documents or instruments signed on behalf of the Association shall be valid only if it is signed by Two Trustees or One Trustee and the Manager A resolution in writing signed by all the Trustees shall be as valid and effective as if it had been passed at a meeting of the Representatives duly convened and held The Trustees may appoint an Estate Manager, which may also fulfil the duties of a managing agent The Estate Manager, whether as employee of the Association or as managing agent, shall be appointed in terms of a written contract: Provided that if the Estate Manager is a managing agent, he shall be appointed for an initial period of three (3) years and thereafter on a periodic basis, with three month s written notice of termination by either party the duties of the Estate Manager shall be determined by the Trustees, be stipulated in the contract of appointment, and shall, inter alia, include the duty to control, manage and administer the Estate Property;

18 subject to directives of the Trustees, to perform all administrative tasks on behalf of the Association, including the collection and administration of all levies and Contributions; keep minutes of all meetings of the Association and the Trustees; and keep full records of its administration and report to the Trustees on all matters which in its opinion detrimentally affect the value or amenity of any part of the Estate, including sections; enforce the provisions of this Constitution and the Rules. 7. FINANCIAL AFFAIRS 7.1 Members shall be liable for payment of Contributions to the Association (excluding levies payable by Owners to their respective Components). The Trustees shall determine and collect Contributions from Components in accordance with the provisions and in the proportions contained in this paragraph. 7.2 The liability of Members to make Contributions, and the proportions in which the Contributions are levied, shall with effect from the Establishment Date, be apportioned to and be borne by Members in accordance with a Contribution Apportionment Schedule, attached hereto as Schedule If any change occurs in the nature or composition of a Component, such as subdivision, etc., the proportionality of the Constitutions, the Members, at a general meeting, shall amend Schedule 1 accordingly. 7.4 At the first general meeting, and subsequently at every Annual General Meeting of the Association, the Members shall approve, with or without amendment, a Budget prepared by the Trustees, which Budget shall be the basis for determination of the Contributions during the ensuing financial year. The Budget shall make provision for all anticipated expenses and obligations of the Association during the ensuing year, and shall include adequate provisions for-

19 a reserve Fund for maintenance requirements during future financial years; contingencies; and such further items as the Trustees may determine from time to time. 7.5 Within Seven (7) days after each Annual General Meeting, the Trustees shall by adopting an appropriate resolution, determine the Contribution to be levied in monthly instalments in respect of each Member for the ensuing year, by applying the Contribution Apportionment Schedule to the approved Budget; assign the portions so allocated to each component; and advise each Member in writing of such instalments; and such Contributions shall become due and payable, in the instalments determined, as from the first day of the month following the date of the Trustees resolution. 7.6 The Trustees may, from time to time, when necessary, raise Special Contributions upon Members in respect of such expenses which are not included in a Budget, and such Special Contributions may be made payable in one sum or by such instalments and at such time or times as the Trustees shall determine: Provided that, where appropriate, a Special Contribution may be raised in respect of one or more Components. 7.7 The Trustees may, in order to properly maintain the desired cash flow of the Association, at the beginning of each financial year but prior to the Annual General Meeting, pass a resolution in terms whereof the annual Contributions are maintained, or increased, as Interim Contributions, until the determination of new Contributions. Such Interim Contributions shall be recoverable in respect of such interim period and Members shall be obliged to pay such Interim Contributions, provided that, once the final Contributions are calculated, the Members shall be credited with the amounts of the Interim Contributions actually paid and continue with payment of the final Contributions as from that date onwards.

20 Contributions shall be payable monthly in advance, on or before the first day of each month, provided, that should a Member fail to pay a Contribution on due date, the full outstanding Contributions for that financial year shall become due and payable. 7.9 A Member shall be liable for and pay all legal costs, including costs as between attorney and client, collection commission, expenses and charges (including administrative charges) incurred or raised by the Association in recovering of arrear Contributions, or any other arrear amounts due and owing by such Member to the Association, or in enforcing compliance with the provisions of this Constitution, the Manual, their Rules, or any Act The Trustees shall be entitled to charge interest on arrear Contributions at such rate as they may from time to time determine TRANSFER OF UNITS A Unit may be transferred in the Deeds Office only upon production of the Registrar of Deeds of a clearance certificate issued by the Association The Association may withhold the issue of a clearance certificate if any monies due in respect of a Component in which such Unit is situated remains unpaid; if the Owner of the Unit is substantially in breach of the provisions of this Constitution, the Rules, or the Manual; or the format and content of the deed of sale does not substantially comply with the format and con-tent prescribed by the Developer or the Trustees, as the case may be The following condition shall be registered into the title deeds of all the Units: "The Registrar of Deeds shall not transfer ownership of the within held Property unless a certificate issued by the Groot Parys Lifestyle Estate Owners' Association, is produced to the Registrar, certifying that all amounts due to the Association has been fully paid and that the Owner is not in breach

21 21 of any of the provisions of the Constitution, the Rules and Manual of the Association." 8. GENERAL MEETINGS 8.1 GENERAL General meetings of Members shall be convened in accordance with the provisions of this Constitution An annual general meeting shall be held within FOUR (4) months of the end of each financial year Unless otherwise resolved at a general meeting or by the Trustees, the financial year of the Association shall commence on the first day of July of each year and end on the last day of June of the following year All general meetings other than the annual general meeting shall be special general meetings The Trustees may, whenever they think fit, convene a special general meeting, and shall be obliged to do so upon receipt of a written petition signed by at least 25% of the Members All the members of the management of a Member may attend a General Meeting, in case of a Company, the full board of directors, in case of a Trust, the full board of trustees, in case of a Home Owners' Association, the trustees of such association. Such management shall, however, appoint one person from their ranks to speak and vote on behalf of such a Member to the exclusion of the other members of the management of such Member. Only such appointed person shall be counted as a number in the quorum. The appointment shall be in writing and shall be handed to the Chairperson before the meeting. 8.2 NOTICE OF MEETINGS At least Fourteen (14) days' notice of every general meeting, specifying the place within the magisterial district where the Estate is situated, the date

22 22 and the hour of the meeting and, in the case of special business, the general nature of such business, shall be given to all Members; The notice referred to in paragraph above shall be deemed to have been sufficiently given and delivered if: it was sent by pre-paid registered post addressed to the domicilium of the party as determined according to this Constitution; or sent by telefax or to a Member or address supplied by the Member Inadvertent omission to give the notice to any person entitled to such notice or the non-receipt of such notice by such person shall not invalidate any proceedings at any such meeting A general meeting of the Association may be called on shorter notice than that specified in paragraph 8.2.1, provided it is so ratified by Members at the meeting The Chairman of the Trustees shall preside as Chairman at every general meeting of the Association, unless otherwise resolved by Members of the Association at such meeting. 8.3 BUSINESS AT AN ANNUAL GENERAL MEETING The following business shall be transacted at an annual general meeting: Approval with or without amendment of the insurances of Estate Property; and the Budget Appointment of an Auditor Appointment of the Attorney.

23 Election and announcement of Representatives who shall hold office as from the closure of the meeting Any special business of which notice has been given The giving of directives or the imposing of restrictions to the Trustees Submission for consideration of a report by the Trustees on maintenance and improvements effected by them during the past financial year. 8.4 QUORUM No business shall be transacted at any general meeting unless a quorum of Members is present in person or by proxy at the time when the meeting proceeds to business A quorum at a general meeting shall be the number of Members holding at least 25% of the votes in number, present in person or by proxy If within half-an-hour from the time determined for a general meeting a quorum is not present, the meeting shall be adjourned to the same day in the following week at the same place and time, and if at the adjourned meeting a quorum is not present within half-an-hour of the time determined for the meeting, the Members present in person or by proxy and entitled to vote shall form a quorum. 8.5 VOTING AT GENERAL MEETINGS At any general meeting any resolution put to the vote of the meeting shall be decided on a show of hands A declaration by the Chairman that a resolution has been carried on a show of hands, shall be conclusive evidence of that fact without proof of the number of the votes recorded in favour of or against such resolution.

24 Subject to paragraph 11.1, a Member shall have one vote for each Unit it owns in the Estate Except in cases where a Special Resolution is required, a Member shall not be entitled to vote at any general meeting if any Contributions payable by it has not been duly paid; or it persisted in breach of any provisions of the this Constitution or the Manual, notwithstanding 30 (thirty) days written warning by the Trustees or Manager to comply with or refrain from breaching such provision When two or more persons are entitled to exercise one vote jointly, that vote shall be exercised only by one person (who may or may not be one of them) jointly appointed by them as their proxy Votes at a General Meeting may be cast either personally or by proxy A proxy shall be appointed in writing by the appointer, or his agent duly appointed in writing, and shall be handed to the Chairman prior to the commencement of the meeting: Provided that the aforegoing provisions shall not apply in the case of any proxy created and contained in any registered mortgage bond, if such mortgage bond or a copy certified by a conveyancer, is produced at the meeting A proxy need not be a Member, but shall not be the Manager or any of his employees, or an employee of the Association. 8.6 MINUTES The Trustees shall cause minutes to be kept of their proceedings; cause their minutes and minutes of all meetings of the Association to be kept in a minute book of the Association;

25 include in the minute book of the Association a record of all resolutions of the Association; and keep all minute books in perpetuity On the written application of any Member, the Trustees shall make all minutes of their proceedings and the minutes of the Association available for inspection by such member, not later than two weeks from the date of the request. 9. ACCESS AND TRAVERSING RIGHTS 9.1 The Members of the Groot Parys Lifestyle Estate, it is the Members belonging to Component 1, shall have access to and use of all the Amenities provided for on Component 2, it is the Sectional Title scheme on Erf 35370, Paarl. 9.2 The Trustees may, however, make rules to regulate such access so as to make it available for certain Members on certain days and/or at certain times so as to accommodate the convenience of all persons who have access to the facilities. 9.3 Such access shall co-exist with the use rights which the Owners and/or Occupants of Component 2 might have to such facilities. 9.4 The Owners of Component 2, their invitees, service providers, the managing agent of the Scheme, the employees of the Body Corporate and their service providers shall have access to the Scheme via the common roads leading to the Scheme being erven and 35402, Paarl. 10. BUILDING AND ENVIRONMENTAL MANUAL The Developer shall establish a Building and Environmental Manual, ("the Manual") to be attached hereto as Schedule 2, in respect of physical alterations and attachments to buildings, gardens, trees and landscaping, which shall become effective and binding upon all Members on the Establishment Date or at such later date as may be notified to Members.

26 26 The Trustees shall, after the Completion Date, further develop the Manual subject to approval of such amendments at a general meeting by ordinary resolution. 11. PROVISIONS APPLYING DURING THE DEVELOPMENT PERIOD 11.1 During the Development Period: the Groot Parys HOA shall be represented on the Board of Trustees by a person nominated by the Developer, who need not be an Owner; the representative nominated by the Developer shall on the Board of Trustees, have a number of votes equal to the majority of votes that can be cast at an Trustees meeting; The Developer, or a person or persons appointed by the Developer by proxy, shall be entitled to exercise a number of votes equal to three times the total number of votes of all Members at any general meeting No Property in a Component may be extended, altered, sub-divided, rezoned or consolidated, without the written consent of the Developer and subject to all requirements of any Act, the Rules, and the Manual The Developer s rights to develop shall include the right to amend the Master Layout Plan and to deviate from the proposed Development, according to his own discretion; and establish on Estate Property, such facilities, Services, structures, landscaping, lawns, gardens and recreational facilities as the Developer may determine in his discretion. 12. DISPUTE RESOLUTION AND IMPOSITION OF PENALTIES 12.1 DISPUTE RESOLUTION

27 Should any dispute, question, or difference arise between Members or between a Member or the Association; or be-tween Components, or between any of the said parties and the Developer, out of or in respect of the interpretation of; the implementation or effect of; their respective rights or obligations under; a breach (save for non-payment of levies) of any provision of; this Constitution, any Act, the Rules or the Manual, such dispute shall be decided in terms of the Community Schemes Ombud Service Act, no 9 of IMPOSITION OF PENALTIES Should a Member or any Owner or Occupier breach or be in non-compliance of the provisions of this Constitution, the Rules, or the Manual, the Trustees may furnish the Owner and/or Occupier (as may be applicable) via the Member with a written notice which may in the discretion of the Trustees be delivered by hand, by registered post, or by tele-fax or . In the notice the particular offending conduct, must be adequately described, or the relevant provisions of the Constitution, Rules or the Manual that have allegedly been contravened, must be clearly indicated. The offender must be warned that if he persists in such conduct or contravention, or fails to comply with the relevant provision, a fine will be imposed on the Owner If the Owner or Occupier nevertheless persists in that particular conduct or in the contravention of or non-compliance with the particular provision, the Trustees may convene a meeting of the Trustees to discuss the matter and to impose a fine A written notice by which the Owner and Occupier (if applicable), is informed of the purpose of the meeting and invited to attend, must be sent to the Owner and Occupier at least 7 (Seven) days before the meeting is held,

28 28 (Unless urgent, in which event shorter reasonable notice may be given). At the meeting the Owner and/or Occupier shall be given the opportunity to: to be heard and to present his case; present any evidence, including calling of witnesses, to substantiate case; cross-examine any witnesses called on behalf of the Association; and effect or obtain disclosure of any relevant documents After the Owner or Occupier has been given the opportunity to present his case, the Trustees may impose an initial penalty for the first offence and a subsequent penalty for every similar offence thereafter and advise the Owner or Occupier in writing and demand payment of the penalty Should the Owner or Occupier not attend the meeting without providing a reasonable request for postponement, the Trustees, in their sole discretion, may continue with the meeting and impose a penalty in the absence of the Owner or Occupier Any fine imposed in terms of these provisions may, if it is not paid within 14 (fourteen) days after the offender and Owner (if the offender is not an Owner) has been notified of the imposition of the fine, be added to the levies which such Owner is obliged to pay in terms the provisions of the constitution or management rules of the relevant Component No legal representation shall be allowed at the meeting con-templated in this paragraph Notwithstanding anything to the contrary contained in this paragraph 12, the Association and the Trustees shall be entitled to institute legal proceedings on behalf of the Association, by way of application, action or otherwise in any Court having jurisdiction for the purposes of restraining or interdicting breaches of any of the provisions of any Act, this Constitution, the Rules, or the Manual.

29 AMENDMENTS 13.1 During the Development Period, the Developer may amend this Constitution After the Development Period this Constitution and Schedules may be amended by Special Resolution. Developer Date:. Copyright Note: Copyright subsists in this document and is reserved to Van Wyk Van Heerden Attorneys ("the Authors"). In terms of the Copyright Act, No 98 of 1978, neither this document nor any part thereof may be reproduced or transmitted in any form or by any means, including typing, photocopying, recording, or by information storage and retrieval systems without the writ-ten permission of the Auditors, except for bona fide administrative purposes pertaining to the relevant Home Owners Association. Such reproduction or transmission may be effected only if this note is incorporated therein. NOVEMBER 2017 CONTRIBUTION APPORTIONMENT SCHEDULE SCHEDULE "1" Component 1 - (Groot Parys Retirement Medical Assistance and Lifestyle Estate Paarl Owners' Association); Component 2 - (the Sectional Title Scheme to be developed on Erf 35370, Paarl.) SCHEDULE "2" THE MANUAL

30 30 SCHEDULE "3" MASTER LAYOUT PLAN SCHEDULE "4" SERVICES SCHEDULE "5" AMENITIES The following Amenities will be contained in the Main Building, which will serve as a communal center, in the Sectional Title Scheme on Erf Paarl, the ownership of the units to belong to the Association and private Owners, but the operation of the particular activity be conducted by private enterprise, or the Association, namely: Three dining areas which can also serve as practice halls for physical exercise; Card play venue; Braai areas; Swimming pool; Gymnasium; Library; Kitchen; Frail care center; Dementia rooms and facilities complementary thereto; Business Centre, catering for small shops, small café, meeting rooms, etc.; Consulting rooms for the medical profession; Hair salon; Offices for Association and others; Storage space; Gardens and surrounding.