Memorandum & Articles of Association

Transcription

1 Memorandum & Articles of Association as approved at a Constitutional General Meeting held on 23 November 2009 including amendments made at a Constitional General Meeting held on 18 November 2013

2 REPUBLIC OF South Africa COMPANIES ACT, 1973 (hereinafter referred to as "the Act ) MEMORANDUM OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL Section 54(1): and Regulation 17(3) Registration No. of Company 1992/004661/08 1. NAME 1.1 The name of the Company is: SILVER LAKES HOMEOWNERS ASSOCIATION (Association Incorporated under Section 21) 1.2 The name of the Company in the other language of the Republic is: NOT APPLICABLE 1.3 The shortened form of the name of the Company is: NOT APPLICABLE 1.4 The financial year-end is: 31 MARCH IN EACH YEAR 2. PURPOSE DESCRIBING MAIN BUSINESS The purpose describing the main business of the Company ( the Association ) is: To promote and protect the communal interests of the Members of the Association and to maintain high security, aesthetic and environmental standards in the Township (as defined in the Articles of Association). 3. MAIN OBJECT: The main object of the Association is: To promote the main business and maintain the security interests of the members and to control access to and from the Township. 4. ANCILLARY OBJECTS EXCLUDED None of the ancillary objects referred to in Section 33(1) of the Act are excluded from the unlimited ancillary objects of the Association. 5. POWERS [of the Association] 5.1 The specific powers of the Association which are excluded from the plenary powers set out in Schedule 2 to the Act are the powers: (s), (t) and (u). 5.2 The specific powers or part of any specific powers of the Association set out in Schedule 2 of the Act, which are qualified in terms of Section 34 of the Act are modified to read as follows: - 1 -

3 5.2.1 Power (a): To purchase or acquire in any way land, buildings and movables of every description Power (g): To invest money in low risk investments with a registered commercial bank and/or other deposit-taking institutions registered with the Financial Services Board Power (k): To form and/or have an interest in any company having same or similar objects for the purposes of directly or indirectly implementing the Association s Main Business and/or Main Object Power (l): To amalgamate with other companies having same or similar objects in order to directly implement the Association s Main Business and/or Main Object Power (m): To take part in the management, supervision and/or control of the business operations of any other company or business having same or similar objects in order to directly implement or promote the Association s Main Business and/or Main Object Power (n): To remunerate any person/s, in cash, for services rendered in the conduct or the development of the Association s activities pursuant to its Main Business and/or Main Object Power (q): To act as principals in terms of any contract concluded with third parties in order to directly or indirectly implement and/or promote the Association s Main Business and/or Main Object Power (r): To pay gratuities and pensions and establish pension schemes and/or provident fund schemes and/or medical aid/benefit schemes in respect of employees of the Association and to compensate Trustees for expenditure necessarily incurred in and about the execution of the Association s business and as approved by the Trustees 5.3 The following specific Powers set out in Schedule 2 to the Act remain of force and effect, without modification: (b), (c), (d), (e), (f), (h), (i), (j), (o) and (p). 6. CONDITIONS The special conditions that apply to the Association and the requirements additional to those prescribed in the Act for their alteration are as follows: 6.1 The income and property of the Association, whensoever and howsoever derived, shall be applied solely towards the promotion of its Main Business and in pursuance of its Main Object and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever, to the Members of the Association; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Association or to any Trustee or Member thereof in return for any services actually rendered to the Association or in reimbursement of any expenditure necessarily incurred in and about the business of the Association. 6.2 Upon its winding-up, deregistration, or dissolution, the assets of the Association remaining after the satisfaction of all its liabilities shall be given or transferred to some other Association/s or institution/s having objects similar to its Main Object as resolved by the Members of the - 2 -

4 Association at or before its dissolution or, failing such determination, as directed by the Court, subject to the provisions of 6.3 below. 6.3 Upon the winding-up, deregistration or dissolution of the Association, the remaining assets will only be distributed to Association/s or institution/s within the Republic of South Africa, which are themselves exempt from tax. 7. PRE-INCORPORATION CONTRACTS (IF ANY) None 8. GUARANTEE 8.1 The liability of Members is limited to the amount referred to in 8.2 hereunder. 8.2 Each Member undertakes to contribute to the assets of the Association in the event of it being wound-up either while he is a Member or within 1 (one) year thereafter, for the purpose of payment of the debts and liabilities of the Association contracted before he ceases to be a Member, and for the costs, charges and expenses of the winding-up and for the adjustment of the rights of the contributors amongst themselves, an amount not exceeding R1.00 (one rand). 9. ASSOCIATION CLAUSE We, the several persons, whose full names, occupations, residential, business and postal addresses are subscribed, are desirous of being formed into a Company in pursuance of this Memorandum of Association and we respectively agree to become Members of the Association

5 INDEX TO ARTICLES OF ASSOCIATION ARTICLE NO. HEADING (IF APPLICABLE) 1. Preliminary 2. Definitions 3. Membership 3.1 Definition of Membership and Related Matters 3.2 Rights and Obligations of Members 4. Financial and Levies 4.24 Differentiated and Weighted Levies 5. Members Meetings 5.1 Annual General Meeting (AGM0 5.2 Extraordinary General Meeting (EGM) 5.3 Constitutional General Meeting (CGM) 5.5 Requisition by Members for the Holding of an EGM and/or CGM 5.6 Notice of Meetings Further Provisions 5.7 Quorum 5.8 Adjournment of Meetings Further Provisions 5.9 Proxies 5.10 Resolutions 5.11 Voting Rights 5.12 Conduct of Meetings 6. Trustees 6.28 Sub-Committees 7. Rules 7.5 The Disciplinary Code 8. Indemnities 9. Accounts/Inspection of Documents 10. Delivery of Notices 11. Transitional Arrangements

6 REPUBLIC OF SOUTH AFRICA COMPANIES ACT 61 OF 1973 AS AMENDED A COMPANY NOT HAVING A SHARE CAPITAL ARTICLES OF ASSOCIATION OF SILVER LAKES HOMEOWNERS ASSOCIATION (Association Incorporated under Section 21) 1. Preliminary The Articles of Table A contained in Schedule 1 to the Companies Act shall not apply to the Association. 2. Definitions The following words shall, unless the context otherwise requires, have the meanings hereinafter assigned to them: Words signifying the singular number shall include the plural and vice versa; Words signifying the masculine shall include the feminine; Any words defined in the Companies Act No 61 of 1973, as amended, and not defined hereunder shall bear the same meaning in these Articles of Association and any words defined in the Sectional Titles Act 95 of 1986, as amended and not defined shall bear the same meaning in these Articles of Association in relation to Sectional Title matters referred to herein; A reference to any act shall include any amendment thereto or act in substitution therefor; The headings to these Articles of Association are for reference purposes only and shall not be taken into account in the interpretation of these Articles; 2.2 The following words, expressions and abbreviations shall have the meaning hereinafter assigned to them: the Act The Companies Act, No 61 of 1973 (as amended); AOA These Articles of Association; the Association The Company: Silver Lakes Homeowners Association (and HOA shall have a cognate meaning); the Auditors The Auditors of the Association appointed by the Association, from time to time, in accordance with the Act; Chairperson The Chairperson of the Board of Trustees; Cluster Unit A dwelling Unit situate on its own portion of a subdivided erf as registered in the deeds registry, but excluding a Sectional Title Unit; Debt Any amount owed by a Member to the Association in respect of levies (of whatsoever nature) and/or penalties and/or interest and/or legal costs and/or howsoever otherwise arising; Deliver Delivery of any notice, letter and/or other document by hand at the Unit or to the Member s postal address as designated by the Member in writing (and recorded in the Association s register of Members) or despatched by telefax or to the facsimile number or address as designated by the Member in writing to the Association from time to time; Member A Member of the Association, as referred to more fully in Article 3; - 1 -

7 Management Any person(s) or body appointed by the Association to undertake the administrative and management functions of the Association; MOA The Memorandum of Association of the Association; Rules Any rules made pursuant to Article 7; Sectional Titles Act Sectional Titles Act, No 95 of 1986 as amended; Sectional Title Unit A section shown as such on an approved sectional plan together with an undivided share in the common property as determined in accordance with the participation quota applicable to such section (and, if relevant, together with any exclusive use of a defined area of the common property), and as defined more fully in terms of the Sectional Titles Act; Special Resolution A resolution dealing with any amendment of the MOA or AOA or, sub-dividing, or amending the zoning of any immovable property owned by the HOA, and as otherwise referred to in the Act and this AOA passed and registered in conformity with Sections 199, 200, 201 and 203 of the Act and subject further to the provisions as dealt with more fully in these AOA; Township The Township of Silver Lakes comprising of various phases as referred to in the plans/diagrams registered with the Surveyor General as follows: Phase 1 (Silver Lakes): SG No A5867/1992; Phase 2 (Silver Lakes Ext 1): SG No 9521/2000; Phase 2 (Silver Lakes Ext 2): SG No 9522/2000; Phase 2 (Silver Lakes Ext 3): SG No 6337/2001; Phase 2 (Silver Lakes Ext 4): SG No 6338/2001; Phase 3 (Willow Acres Ext 3): SG No 2458/2002; Phase 3 (Willow Acres Ext 4): SG No 2459/2002; Trustees The Trustees of the Association, who shall for the purpose of the Act be the Directors of the Association, and a reference to the Board or Board of Trustees shall be to the Trustees in meeting; Unit An erf, whether consolidated or comprising a subdivision, as improved or unimproved and including any outbuildings; or a Sectional Title Unit (excluding any Sectional Title Unit in the Sectional Title Scheme commonly known as Anni-Pad, scheme no 75/2006); or a Cluster Unit; or whether used for residential or business purposes (or both) and further as may be defined in terms of the applicable town planning scheme with respect to the Township; Vice-Chairperson The Vice-Chairperson of the Board of Trustees; Writing or Written Written, printed, typewritten, lithographed, telefaxed, electronically mailed or any other process producing words in a visible form

8 3. Membership 3.1 Definition of Membership and Related Matters Membership of the Association shall be limited to any party who is in terms of the Deeds Registries Act (and if applicable the Sectional Titles Act), reflected in the records of the Deeds Registry concerned as the registered owner of a Unit A person shall become a Member of the Association upon transfer of a Unit into his name and such membership shall ipso facto terminate when a Member ceases to be the owner of a Unit, unless such Member owns any other Unit/s The fact that a person ceases to be a Member of the Association as a result of the transfer of a Unit to another person, shall not release such Member from any liability to the Association in respect of any Debt, the cause of which arose prior to the transfer of such Unit nor otherwise relieve such erstwhile Member from any other obligations owed to the Association during the period of his membership Where a Unit is owned by more than 1 (one) person all the registered owners of that Unit shall together be deemed to be collectively one Member of the Association and have the rights and obligations of one Member of the Association; provided however that all co-owners of any Unit shall be jointly and severally liable for the due performance of any obligation to the Association Where a Unit is owned by more than one person, such co-registered owners shall designate one of them to represent the others as Member. A power of attorney shall be provided to the Management evidencing such authority, without derogating from the rights of such Member to provide a separate authority (proxy) for purposes of any general meeting as referred to in Article Where a Member is a legal entity (company, close corporation, trust or other entity, whether incorporated or unincorporated) such Member shall designate a person to represent it with respect to the Association. A power of attorney shall be provided by the legal entity to the Management evidencing the authority of the person to represent it, without derogating from the rights with respect to the provision of a proxy as referred to in Article 5.9. Such authorised representative shall be obliged to present proof of identity and confirmation of his representative capacity to the Chairperson or his duly appointed representative, at any general meeting attended by such representative Where a Member is a legal entity (company, close corporation, trust or other entity, whether incorporated or unincorporated), the shareholders, trustees and/or members of such legal entity shall be personally liable, jointly and severally with such Member, for the due performance by the Member of all its obligations in terms of the AOA and/or Rules A registered owner of the Unit may not resign as a Member of the Association The Association shall maintain at its registered office, alternatively at the office of Management, a register of Members of the Association as provided in Section 105 of the Act The register of Members shall be opened to inspection, as provided in Section 113 of the Act Each Member shall be required to provide the Association with Written details of his postal address and if he so indicates, any facsimile number and/or address to facilitate Delivery, it being competent for any Member to alter any such details by Written notice to the Association at its registered office or care of Management provided, however, that any physical address and/or postal address for Delivery purposes shall be in the Republic of South Africa. 3.2 Rights and Obligations of Members Members who are in good standing (i.e. have paid all Debts due and payable to the Association) shall have the right to vote at all meetings of the Association Subject to Article 6, Members shall elect Trustees annually at the Annual General Meeting of the Association Members shall use their best endeavours to further the interests of the Association in pursuance of its main object and main business

9 3.2.4 Members shall diligently and promptly comply with the obligations imposed in terms of this AOA and observe all Rules referred to in Article 7 and shall be responsible for and obliged to ensure compliance therewith by their families, employees, agents, contractors, tenants (including any other occupiers of a Unit), visitors and guests (which shall include, in the case of any Member who conducts any form of business or profession on or from a Unit, his customers, clients and patients) No Member shall let or otherwise part with occupation of his Unit, whether temporarily or otherwise, unless such proposed tenant or occupier of the Unit has agreed in Writing to be bound by and observe the terms and conditions of this AOA including the Rules referred to in Article 7, such obligations to comprise a stipulatio alteri (benefit in favour of third party) in favour of the Association, without derogating from the liability and responsibility of the Member for the acts and omissions of such proposed tenant or occupier as referred to in Article above The rights and obligations of a Member shall not be capable of being ceded and/or assigned, in whole or in part, nor otherwise be transferable Members shall not interfere with nor give instructions to any officers, employees, agents or contractors of the Association and Management, and any complaints shall be addressed in writing to Management. Management may request that any complaint be dealt with at the forthcoming Annual General Meeting of the Association Should a vacant stand situated in the Township be sold, the agreement of sale shall stipulate that the purchaser shall be obliged to, and undertakes to, complete the construction of any dwelling thereon within 24 (twenty four) months from the date of registration of such stand into the name of the purchaser Should any Member fail, refuse and/or neglect to complete construction as set out above, that Member in question shall be obliged to effect payment of a penalty and/or penalty levy of R per month, escalating at 6% (six percent) per annum, to the Association. 4. Financial and Levies 4.1 The Trustees shall not later than 14 (fourteen) days prior to each Annual General Meeting have prepared a draft budget in respect of the levies payable during the affected financial year, indicating in detail the estimated amounts which shall be required by the Association to meet its necessary and other reasonably foreseeable expenses during the affected financial year (including a provision in respect of reserve funds catering for annual and otherwise nonrecurring costs (including capital expenditure)) which budget shall further specify, separately, the estimated deficit, if any, carried forward from the preceding financial year. 4.2 The budget shall, in the discretion of the Trustees, either be Delivered to Members, alternatively copies shall be available for collection at the offices of Management (and in all instances be accessible on the Association s website) not later than 14 (fourteen) days prior to the date of the Annual General Meeting. 4.3 The budget shall otherwise comply with the prescriptions which apply in terms of the Sectional Titles Act to a budget prepared in respect of a Sectional Title Scheme. 4.4 Subject to the hereinafter stated provisions, the levies payable by the Members will be determined by dividing the budgeted expenditure (after deducting non-attributable levy income (including any deficit carried forward from the previous financial year)) by the number of Units. 4.5 Notwithstanding the general principles applicable to the apportionment of the levies as mentioned in Article 4.4, the Trustees shall be entitled to determine, in accordance with the criteria hereinafter referred to, a differentiated and/or weighted levy with respect to any Units. 4.6 The Trustees shall advise each Member, in Writing, as soon as practically possible after the Annual General Meeting, of the amount of the levies payable by such Member for the affected financial year. 4.7 The budget shall be tabled at the Annual General Meeting for approval by the Members, in the form as tabled or with such amendments or modifications as the Members may resolve. 4.8 The Trustees shall, in their administration and management of the Association, not exceed the budget as approved, nor increase the levies or impose any additional levies and/or raise any - 4 -

10 special levies (with respect to any unforeseen and/or extraordinary expenditure, special projects or otherwise) unless a due motivation accompanied by a detailed feasibility study has been made available to Members (on the same basis mutatis mutandis as referred to in Article 4.1 above) and such additional levies and/or special levies, as the case may be, have been approved by the Members at an Annual General Meeting or Extraordinary General Meeting. 4.9 Pending the approval of the budget (including any budget with respect to any additional levies and/or special levies, as the case may be), the Members shall continue to pay the levies (on a monthly basis, as is hereinafter indicated) which were due and payable in terms of the previously approved budget(s) With effect from the commencement of a new financial year of the Association, and pending the approval of the levies in terms of the budget for the affected year, Members shall continue to pay the levies as were payable in respect of the preceding financial year and shall be obliged to pay: the newly imposed levies with effect from the date stipulated in the Written notice as Delivered to the Member, consequent upon the approval of the budget; and within 30 (Thirty) days of the date of such Written notice, the deficit (comprising the difference between the levies paid from the commencement of the (new) financial year and the newly imposed levies, to the date on which such newly imposed levies become payable) The annual levies shall be payable in equal monthly instalments, due in advance on the first day of each and every month of each financial year, subject to clause Additional levies and special levies imposed upon Members shall, unless otherwise stipulated by the Trustees, similarly be payable in monthly instalments over the period indicated by the Association in its Written notice Delivered to Members, after approval of such additional levies and/or special levies, as the case may be Members shall be liable for, and shall pay interest on any Debt due to the Association (including but not limited to any arrear levies of whatsoever nature), such interest to be calculated monthly in advance at the rate of 2% (two percent) per month, compounded monthly, from the due date, to the date of actual payment, both days inclusive Where payment of any Debt due by a Member, including dishonoured cheques and/or debit order payments, is not received in full on or by the due date, the Trustees shall be entitled, to charge a 10% late-payment administration fee in respect of each such occurrence, such fee to be added to the levy account The levies (and any other Debt) shall be payable to the Association free of exchange, deduction or commission at Pretoria The obligation of a Member to pay levies shall terminate upon his ceasing to be a Member without prejudice to the Association s rights to recover any Debt No levies (or other Debt) paid by a Member shall under any circumstances be repayable by the Association upon his ceasing to be a Member A Member s successor in title (to a Unit) shall be liable, as from the date upon which he becomes a Member pursuant to the transfer of that Unit to him, to pay the levies attributable to that Unit with effect from the date of transfer In circumstances where a Member has sold or otherwise disposed of a Unit, he shall be obligated to inform the Management in Writing of the impending transfer and shall furthermore similarly confirm the date on which such transfer is registered in the name of the Member s successor in title in order to enable the Trustees (and Management) to determine the date of responsibility for payment of levies and any other amounts comprising of a Debt No Member shall be entitled to transfer a Unit, without first obtaining a clearance certificate from the Association, confirming that all levies (including any other amounts comprising of a Debt) have been paid up to and including the end of the month during which such contemplated registration of transfer of such Unit will take place, save where such transfer is as a result of an order of Court or a judicial sale, as the case may be

11 4.21 Management shall be entitled to levy an administration fee (to be determined by the Trustees from time to time) when issuing any clearance certificate and/or consent to allow registration of a mortgage bond over the purchaser/owner s property and similarly, when issuing any extended clearance certificate The principles applicable in terms of the Sectional Titles Act with regard to the issue of a clearance certificate shall apply mutatis mutandis to any clearance certificate required to be obtained in respect of the transfer of any Unit in the Township In keeping with the principles referred to in Article 4.22, the amount of any Debt shall enjoy the preference accorded any similar debt due to the body corporate in terms of the Sectional Titles Act in conformity with the provisions of the Insolvency Act, No 24 of 1936, as amended, and as otherwise apply in law Differentiated and Weighted Levies Having regard to the nature, extent of occupation, type of Unit, use of the Unit (residential and/or business or recreational), the size/composition of the erf and further taking into account such other relevant criteria as the Trustees shall in their sole discretion determine, the Trustees are entitled to differentiate with regard to the levy responsibility attaching to any Unit and/or to weight the levies payable in respect of any Unit (these rights extending to any additional levies and special levies) In effecting a determination, the Trustees shall take into account and apply, to the extent deemed relevant, the following principles and prescriptions: the allocation of costs directly attributable to a Unit, to the Member (as owner of such Unit) and which directly attributable costs shall include, but not be limited to any municipal and/or other Local Authority service charges and other expenses, and which such directly attributable expenditure shall be payable by the affected Member in addition to the levies; assign a proportion of the costs relating to the Township generally to all Units (including unsold/undeveloped erven) equitably; and take into account and effect a weighting and/or differentiation where a Unit is occupied by more than one household/family and/or where any business is conducted on or from the Unit (and if necessary, to impose additional levies in respect thereto) The Trustees shall exercise their discretions reasonably, taking into account the provisions as herein above set out, and, it is repeated, such other relevant criteria as the Trustees consider necessary A Member shall be entitled to Deliver an objection in Writing to the Trustees within not more than 30 (Thirty) days after delivery of the Written notification of the levies payable by such Member (as the owner of the affected Unit) and the following further provisions shall apply in respect thereof: the Trustees shall not entertain any objection which is not received within the aforementioned prescribed period; the Trustees shall review the determination with respect to the affected levy and take into account the objection received; the complainant Member shall be entitled to be provided with the calculation and determination as effected by the Trustees; the Trustees shall convene, as soon as reasonably possible, a meeting with the complainant Member (and should there be more than one complainant, those complainants collectively (who attend such meeting)) and hear such further representations as the complainant Member(s) may wish to make; the Trustees shall, in consequence of such processes, either reject the complaint (and confirm the determination of the effected levies) or review the determination and Deliver their Written determination to the complainants within a reasonable period; - 6 -

12 in all events the Trustees determination (whether confirming the (original) determination or revising same), shall be final and binding upon the Association and the affected complainant Member(s); and the Trustees shall be entitled in terms of Article 7 to make such further Rules concerning the functions and powers of the Trustees and/or the objection and review process as they may determine. 5. Members Meetings 5.1 Annual General Meeting (AGM) The Trustees shall convene and hold the AGM within the time period as prescribed by the Act The notice convening the AGM shall be Delivered to the Members and shall contain an agenda of the business to be conducted as follows: tabling of the Chairperson s report; consideration of the annual financial statements (for the previous financial year) and the approval thereof; tabling of the budget for the affected financial year and the determination of levies and the approval thereof; the appointment of the Association s auditors and the remuneration payable to the auditors; the election of the Trustees (to designated portfolios) as more fully dealt with in Article 6; the election of a Chairperson and a Vice-Chairperson; and any other relevant business. 5.2 Extraordinary General Meeting (EGM) The Association may convene an EGM for the passing of a Special Resolution dealing with special business not dealt with at the (preceding) AGM or in respect of matters which the Trustees (or requisitionists, as dealt with in Article 5.5) believe shall fail to be resolved by the passing of a Special Resolution (and which may further include any matters required to be dealt with by the Association which are considered to be ultra vires the powers of the Trustees, as referred to in this AOA read together with the MOA). 5.3 Constitutional General Meeting (CGM) The Association shall be entitled to convene a CGM for purposes of effecting or, where applicable, confirming any amendment, addition or deletion to: the MOA; and/or the AOA; and/or any Rules made pursuant to the provisions of Article 7; and/or any previously passed Special Resolution; and/or amending the zoning of any immovable property owned by the HOA. 5.4 All such aforementioned general meetings shall be held at a date, time and place as the Trustees shall determine, subject to the provisions of the Act read together with these AOA. 5.5 Requisition by Members for the holding of an EGM and/or CGM The Trustees shall within 14 (Fourteen) days of receipt of a Written requisition signed by 100 (one hundred) Members or Members holding not less than one twentieth of the voting rights in the Association (and based on one vote per Unit), convene either an EGM or CGM, as the case may be, within not less than 21 (Twenty One) and not more than 35 (Thirty Five) days - 7 -

13 from the date of such notice in conformity with the requirements set out in Sections 181(1)(b), 181(2) and 181(3) of the Act The provisions as set out in Sections 185 and 186 of the Act shall otherwise apply to the Written requisition referred to in Article The Written notice of the requisitionists shall set out in detail a draft of the Special Resolution(s) required to be tabled at such EGM or CGM, as the case may be. 5.6 Notice of meetings further provisions Subject to the other provisions of this AOA, each AGM, EGM and CGM shall be called by Written notice of at least 21 (twenty-one) clear calendar days (including Saturdays, Sundays and public holidays) before the date set for the meeting The notice convening each such meeting shall specify the place, the day and hour of the meeting and shall otherwise contain details of the business, including where relevant, special business, to be conducted at the meeting In the event that special business is to be conducted at a meeting, the notice convening the meeting shall contain adequate motivation and information to enable the Members to make an informed decision In the event that less than 21 (Twenty One) clear calendar days notice (including Saturdays, Sundays and public holidays) is to be provided in respect of the proposed passing of a Special Resolution, the majority of the Members having the right to attend and vote at such meeting and holding not less than 95% (ninety five percent) of the voting rights in the Association (based on one vote per Unit) shall, on the form as prescribed by the Act, condone and consent to such shorter notice. 5.7 Quorum No business shall be transacted at any general meeting unless a quorum is present within 30 (Thirty) minutes of the time specified for the commencement of the meeting Subject to the minimum number of Members required to be present in person by the Act, the quorum necessary for the holding of the following meetings shall comprise the hereinafter set out number of the Members entitled to vote, present in person and by proxy: AGM and EGM: 150 (one hundred and fifty) Members entitled to vote thereat in terms of these AOA; and CGM: 250 (two hundred and fifty) Members entitled to vote thereat in terms of these AOA Subject to the provisions of Article 5.8.1, if within half an hour from the time specified for the holding of a general meeting a quorum is not present, the meeting shall stand adjourned to not earlier than the same day in the next week, but not later than 21 (twenty one) days after the date of the meeting, at the same place and time or such other place as the Chairperson of the meeting shall direct. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the Members present shall constitute a quorum. 5.8 Adjournment of Meetings Further Provisions Subject to the provisions of Article 5.7.3, the Chairperson shall, with the approval of a majority of the Members at any general meeting at which a quorum is present, adjourn the meeting from time to time and place to place No business shall be transacted at any adjourned meeting other than the business which failed to be transacted at the meeting from which the adjournment took place Notice of the adjourned meeting shall be required to be given to the Members as prescribed by section 192 (2) of the Act. 5.9 PROXIES A Member may be represented at a general meeting by a proxy, who need not be a Member

14 5.9.2 The instrument appointing a proxy shall be in Writing duly signed by the Member concerned (or his appointed agent duly authorised in writing), shall be substantially in the form as set out in Article provided that where a Unit is owned by more than one person or is owned by a legal entity, the provisions of Article 3 shall apply The original instrument appointing a proxy (and the power of attorney or any other authority under which it is signed) shall be Delivered to the Trustees at least 48 (forty eight) hours (excluding Saturdays, Sundays and public holidays) prior to the commencement of the meeting at which the person named in the proxy instrument proposes to vote No instrument appointing a proxy shall be valid after the expiration of 2 (two) months from the date when it was signed, unless so specifically stated in the proxy itself In order to determine the authority and rights of the proxy holder, it is preferred that the proxy form be substantially in the following form and indicate the instructions to the proxy holder in an unambiguous manner: PROXY FORM I/We,..., the undersigned the registered owner of... (or duly authorised by the registered owner of..., in which event a copy of the authorising power of attorney and where relevant, authorising resolution shall be attached to this proxy form) being a Member of the Silver Lakes Homeowners Association, do hereby appoint... of... or failing him... of... or failing him... of... as my proxy to vote for me on my behalf at the general meeting of the Association to be held on the... day of , and at any adjournment thereof as follows: 1. Motion to (See attached draft resolution, if relevant) In favour Against Abstain 2. Motion to (See attached draft resolution, if relevant) In favour Against Abstain 3. Resolution to (See attached draft resolution, if relevant) In favour Against Abstain * Where it has been indicated that the proxy may vote in favour of any of the resolutions, indicate further whether the proxy may vote in favour of any modification to any proposed resolution or not: With modification Without modification * If no indication has been made above as to how the proxy may vote, the proxy may vote as he thinks fit. Signed this day of SIGNATURE A vote given in accordance with the terms of a proxy shall be valid notwithstanding the death or insolvency of the principal prior to the time at which the meeting was due to start, or - 9 -

15 subsequent revocation of the proxy, provided, however, that no intimation of the death or insolvency, or revocation shall have been received by the Trustees and the proxy at any time prior to the vote being taken in respect of which the proxy exercises such vote Resolutions Every motion and every amended motion proposed for adoption as a resolution by a general meeting shall be seconded at the meeting and if not so seconded, shall be deemed not to have been proposed An amendment proposed shall also require to be seconded, and if approved by the meeting, will replace the initial proposal, and such amended proposal must then be put to the vote An ordinary motion or the amendment of any ordinary motion shall be carried by a simple majority of all votes cast Should there be an equality of votes for and against any ordinary motion, the motion shall be deemed to have been defeated A Special Resolution shall be carried by 75% (seventy five percent) of the votes of Members (in good standing) present in person or by proxy at the general meeting (based on one vote per Unit), and in the event of no quorum being present by 75% (seventy five percent) of the votes of the Members (in good standing) present in person or by proxy, at any adjourned meeting (based on one vote per Unit) in accordance with the provisions of Article Where less than 21 (Twenty One) clear calendar days notice (including Saturdays, Sundays and public holidays) was provided in respect of the relevant general meeting, the consent, if relevant, with respect to the waiver of due notice by a majority of the Members, holding not less than 95% (ninety five percent) of the voting rights in the Association, (based on one vote per Unit) (as referred to in Article 5.6) shall be signed in the prescribed form (as required in terms of the Act) and lodged with the Registrar of Companies, together with a copy of the Special Resolution so passed (if relevant) for registration A copy of the notice convening the meeting together with the consent/waiver in respect of short notice, as referred to above, and the Special Resolution itself shall be lodged with the Registrar of Companies for registration within one month of the date of passing of the Special Resolution After registration, copies of all Special Resolutions shall be annexed to the original of the Association s Memorandum and Articles of Association, which shall be retained by the Auditors, and the true counterparts thereof retained by the Trustees and Management The Trustees shall on Written request Deliver a copy of all registered Special Resolutions to the Members, alternatively ensure that the text thereof is accessible on the Association s website VOTING RIGHTS At every General Meeting: Every Member, who is in good standing (who is not in arrears with respect to any levies or other Debt), shall be entitled to vote in person or by proxy and shall have one vote for each Unit registered in his name at any general meeting, subject to the provisions of Section 197(1) and (2) of the Act If a Unit is registered in the name of more than one person, then as provided in Article 3.1.4, all such co-owners shall jointly have 1 (one) vote. Voting - Determination At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the Chairperson or Members as provided in terms of Section 198(1)(b) of the Act Unless a poll is demanded before or on the declaration of the result of a show of hands, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or defeated, an entry to that effect in the minute book of

16 the Association, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution A demand for a poll may be withdrawn Should a poll be demanded, it shall be taken in such a manner as the Chairperson directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded Scrutineers shall be elected by the meeting to determine the result of the poll Should there be an equality of votes for or against any resolution, the resolution shall be deemed to have been defeated A poll demanded with respect to the election of a Chairperson and/or a Trustee or on the issue of any adjournment shall be taken forthwith A poll demanded on any other question shall be taken at such time as the Chairperson of the meeting directs The demand for a poll shall not prevent the continuation of the meeting for the transaction of any business other than the question upon which the poll has been demanded Unless any Member present in person or by proxy at a general meeting, prior to closure of the meeting, objects to any declaration made by the Chairperson, with regard to the result of any voting at the meeting, whether by show of hands or otherwise, or to the correctness or validity of the procedure at such meeting, such declaration by the Chairman shall be deemed to be a true and correct statement of the voting, and the meeting shall in all respects be deemed to have been properly and validly constituted and conducted and an entry in the minute book to the effect that the motion has been carried or lost, with or without a record of the number of votes recorded in favour of or against such motion, shall be conclusive evidence of the votes so recorded Conduct of Meetings The Members may, from time to time, at the AGM, by way of an ordinary resolution, determine the meeting procedures which shall be properly documented as such and strictly complied with at all general meetings The Chairperson and Trustees shall acquaint themselves with the meeting procedures and the Chairperson or his duly appointed representative shall be entitled to rule on any technical irregularity regarding the conduct of any general meeting, which ruling shall be final and binding upon the Trustees and Members. 6. TRUSTEES Office of the Trustees There shall be a Board of Trustees of the Association consisting of 6 (six) directors, 5 (five) of which shall be nominated to the portfolios of Chairperson, Vice-chairperson, Finances, Security and Environment, and elected by the Members at an AGM; and an ex officio Trustee who will be the Chief Operating Officer (COO) who shall be appointed to the Board by the five Trustees mentioned in Notwithstanding the provisions of Article 6.1.1, the Trustees shall be entitled to co-opt up to 2 (Two) further Trustees to assist the Board of Trustees with respect to any functions in terms of the aforementioned designated portfolios (or such other portfolios as the Trustees shall determine), such co-opted Trustees, to enjoy the same powers and functions as the duly elected Trustees, subject however to any such co-opted Trustee s appointment terminating on the date of the next AGM. 6.2 A Trustee shall be a natural person and except for the ex officio Trustee, shall be a Member of the Association or a spouse of such Member or the duly authorised representative of a Member of the Association where such Member is not a natural person, as referred to more fully in Article 3.1 above

17 6.3 A Trustee, by acceptance of his appointment to the office as such, shall de deemed to have agreed to be bound by all the provisions of the MOA and AOA. 6.4 Save as set out in Article and Article 6.7, each Trustee shall continue to hold office as such from the date of his election until the second AGM following such election, at which meeting, and subject to the hereinafter set out provisions, each Trustee shall be deemed to have retired from office as such but will be eligible for re-election to the Board of Trustees, except for the COO, who shall hold office for the duration of his appointment agreement, and subject to Article The principle as enunciated in Article 6.4 whereby elected Trustees shall hold office, as such, for a period of approximately 2 (Two) years (until the second AGM following upon the AGM at which such Trustee was elected) has the effect that there shall be no obligation on any Trustee to stand down until his approximate 2 (Two) year term of office has expired. This does not derogate from the right of any Trustee to resign, at any time, or to stand down at the AGM following upon the AGM at which he was elected. 6.6 A Trustee shall be deemed to have vacated his office upon: his having become disqualified to act as a director in terms of the Act; his being removed from office as provided for in Section 220 of the Act; his being disentitled to exercise a vote in terms of Article above; the remaining Trustees take a vote of no confidence against said Trustee which vote is unanimous; his having submitted his resignation in Writing to the Association. 6.7 Upon any vacancy occurring in the Board of Trustees prior to the next AGM, the vacancy in question shall be filled by a person nominated and co-opted by the remaining Trustees for the time being. 6.8 Should a vacancy occur in the office of Chairperson, the Vice-chairperson shall assume that office, and the Board of Trustees will co-opt an additional Trustee and elect a new Vicechairperson. 6.9 The Chairperson shall preside at all meetings of the Board of Trustees and all general meetings of the Members and in the event of his not being present within 10 (Ten) minutes of the scheduled time for the start of the meeting or in the event of his inability or unwillingness to act, the Vice-chairperson shall act in his stead, or failing the Vice-chairperson, a chairperson shall be appointed by the meeting to act in his stead, for such meeting and any adjournment thereof Trustees shall be entitled to reasonable remuneration for services rendered in their capacities as such as determined by the Members in general meeting and Trustees shall be further entitled to be reimbursed in respect of all reasonable and vouched expenses necessarily incurred by them respectively in or about the performance of their duties as Trustees. Powers and Functions of Trustees 6.11 Unless otherwise resolved by way of a Special Resolution at any general meeting, Trustees are authorised and empowered to: appoint and dismiss Management; delegate powers to Management (including the power to appoint and dismiss employees other than senior employees); in addition to any co-option of Trustees in accordance with the provisions of Article and Article 6.7, co-opt onto the Board, in an advisory capacity, any persons who need not be a Member(s) for such purpose and period (which shall not extend beyond the AGM following upon such co-option) as may be determined;

18 institute legal proceedings to protect existing rights of the Association, enforce the AOA and/or Rules and defend any legal proceedings brought against the Association; open and conduct a banking account(s) for purposes of the Association s business; disburse, from the bank account(s) such operational and capital expenditure as approved in the budget (and/or as raised by way of any additional and/or special levies) and as otherwise may be authorised by an EGM; enforce compliance with the provisions of this AOA and the Rules and, in the event of noncompliance, to impose sanctions and penalties in terms of the Rules, such penalties to be determined by the Trustees from time to time; enter into contracts necessary for the purposes of the main business and giving effect to the powers of the Association in its MOA and implementation of this AOA; appoint standing committees with respect to security, environment, disciplinary and such other ad hoc committees as deemed necessary, and to delegate to such committees such powers and authorities as may be considered necessary, subject to any restrictions imposed or directives given at any general meeting; establish, in accordance with article 6.28, a sub-committee for purposes of fulfilling any functions and exercising the rights and/or discharging the duties imposed upon the Trustees, the Trustees being entitled accordingly to delegate such rights, powers and duties to any such constituted sub-committee from time to time, if deemed necessary; terminate any committee and/or revoke and/or amend any appointments to such committees and/or the delegations of authority to such committee, from time to time, as deemed necessary The Trustees are authorised to use their discretion in terms of enforcing and/or interpretation of the AOA and/or Rules which discretion shall always be applied in the best interests of the Association The Trustees may meet to attend to their business, adjourn, and otherwise regulate their meetings, as they think fit, subject to the provisions of these AOA The quorum for any meeting of the Trustees shall be 3 (three) Trustees present in person Subject to articles , , and 6.16, a Trustee shall not be entitled to appoint any alternate to function in his stead for any purpose nor by proxy or otherwise appoint any other person to fulfil his functions and duties A Trustee may not otherwise delegate or sub-delegate any of his obligations, save as approved by a majority of the (other) Trustees Any resolution passed by the Board of Trustees shall be carried by a simple majority Where a Trustee has a personal interest or a conflict of interest in respect of any matter before the Board, the said Trustee shall be entitled to attend any meeting of the Board at which such matter is discussed or decided, however, such Trustee shall not be entitled to vote in respect of the matter in which he has a personal interest or conflict of interest, and shall recuse himself from any deliberations on the issue Any Trustee who has such a personal interest or conflict of interest regarding any matter as mentioned in article 6.18, shall be obliged to disclose such personal interest or conflict of interest to the Board forthwith Should there be an equality of votes for or against any resolution of the Board, the resolution shall be deemed to have been defeated The Trustees shall cause the minutes of each Board and general meeting to be kept in accordance with Section 204 of the Act, which minutes shall be reduced to writing within 7 (seven) days and certified as correct by the Chairperson at the next meeting A copy of each minute shall be Delivered by the Chairperson to each Trustee within 14 (Fourteen) days of the meeting to which such minutes relate