Dainfern Homeowners Association. Non-Profit Company. Registration Number 1991/ /08. Memorandum of Incorporation ( MOI )

Transcription

1 Dainfern Homeowners Association Non-Profit Company Registration Number 1991/ /08 Memorandum of Incorporation ( MOI ) approved at a Special General meeting held on 5 July 2018 Registered at CIPC on yy/yy/yyyy

2 - 2 - INDEX 1. Definitions 2. Company Name 3. Company registration number and registered office 4. Financial year end 5. Preliminary 6. Main objects 7. Main business 8. Powers of the Company 9. Conditions 10. Membership and related matters 11. Record Date for determining Members rights 12. Members acting other than at meeting 13. Members meetings 14. Notice of Members meetings 15. Meeting quorum and adjournment 16. Members resolutions 17. Board of Directors and Prescribed Officers 18. Appointment of Company Auditor 19. Appointment of Company Secretary 20. Appointment of Public Officer 21. Indemnity 22. Governing Deeds 23. Further rights and obligations of Members 24. Dispute resolution 25. Commencement of this MOI 26. Liability

3 Definitions In this MOI a reference to:- 1.1 a singular shall include the plural and vice versa; 1.2 any one gender shall include a reference to the other gender and the neuter and vice versa; 1.3 a person shall include a reference to a company, close corporation, or any other juristic entity, a charity, trust, partnership, joint venture, syndicate, any other association of persons, executors in deceased estates, trustees in insolvent estates, business rescue practitioner, a debt counsellor in debt rescue, curators and the State; 1.4 words defined in the Act shall have the same definition in this MOI if such words are not defined specifically in this MOI; 1.5 any statute shall be a reference to such statute and any subsequent amendment thereto as at date of registration of this MOI with the Companies and Intellectual Property Commission; 1.6 the headings in this MOI are for reference purposes only and shall not be taken into account in the interpretation of the clauses of the MOI; 1.7 The following words, expressions and abbreviations shall have the meaning hereinafter assigned to them:-

4 the Act means the Companies Act, No. 71 of 2008 with amendments; the Auditors means the Auditors of the Company appointed by the Members in General Meeting, from time to time, in accordance with the Act; Board of Directors means the total number of Directors duly appointed by Members from time to time; Borrowing Powers means the power of the Board of Directors to borrow funds on a secured and/or unsecured basis; Chairperson means the Chairperson of the Board of Directors of the Company; CIPC means the Companies and Intellectual Property Commission; Code of conduct means the Code of Conduct of all persons referred to in , , 6.2.7, and 10 of the MOI which may be proposed by the Board of Directors from time to time and adopted by the DHA in General Meeting; the Company means the Dainfern Homeowners Association Non Profit Company, to which this Memorandum of Incorporation is applicable, duly

5 - 5 - registered and incorporated according to the company laws of the Republic of South Africa with registration number 1991/004217/08; Day means a calendar day, and when any number of days is prescribed in this MOI, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday, in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday; DCC means the Dainfern Country Club; Debt means any amount lawfully owing by a Member to the Company; Deliver means delivery of any notice, letter and/or other document by hand at the Members domicilium citandi et executandi or to the Member s postal address as designated by the Member in writing (and recorded in the Company s register of Members) or despatched by telefax, mobile device or to the facsimile number, mobile device number or address designated by the Member in writing to the Company from time to time and delivery shall have a corresponding meaning; DGC means the Dainfern Golf Club;

6 Directors means the Directors of the Company appointed from time to time; the Governing Deeds means collectively the Code of conduct, the Regulations and the Rules, as the context may require. Regulations shall require a Special Resolution when adopted and/or varied and/or amended, Codes and Rules shall require an Ordinary Resolution when adopted and/or varied and/or amended Levy means such levy, special levy or fine, as may be determined by the Members in general meeting from time to time, for which a Member shall become liable to the Company; Management means such persons as are appointed by the Company to undertake the administrative and management functions of the Company; Management Agent means such person as may be appointed by the Company as an independent contractor to undertake any administrative and/or management function on behalf of the Company; Medium means any medium of communication recognised by the Directors and the laws of the Republic of South Africa, including but not limited to electronic mail, the internet, entries on the Dainfern web-site, short message system, delivery of any notice,

7 - 7 - 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 Company s register of Members) or despatched by, mobile device or to the facsimile number, mobile device number or address as designated by the Member in writing to the Company from time to time; Member means a person who holds membership in and specified rights in respect of the Company as contemplated in Schedule 1 of the Act, and shall include his heirs, successors or assigns; Member s domicilium citandi et executandi means the Unit owned by the Member in the Township; MOI means this Memorandum of Incorporation; Multiple Owners means multiple persons who collectively are an owner and consequently a member; Public Officer means such person as may from time to time be appointed by the Company to attend to such matters on behalf of the Company with regard to public regulation as defined in the Act; Register means the register of Members kept in terms of the Act as contemplated in Section 1 (9) of Schedule 1 to the Act;

8 the Regulations means the Regulations proposed by the Board of Directors from time to time and adopted by the Company in Special General Meeting, regulating the matters referred to in this MOI; the Rules means the Rules adopted by the Board of Directors, and/or the Dainfern Country Club (DCC), and/or the Dainfern Golf Club (DGC) and ratified by Members of the Dainfern Homeowners Association in general meeting, prescribing the Rules to be complied with by all persons; Special Resolution means a Special Resolution duly adopted by the Company in accordance with the Act and/or this MOI; Township means the proclaimed Township of Dainfern, comprising the Dainfern Golf and Country Club and Estate, and all of its extensions, including Dainfern extensions 2, 5, 6, 7, 8, 9, 10, 11, 14, 25, 17, 18 and 20 situate in Midrand; Unit means any immovable property owned by a Member and for which a Title Deed registered with the Registrar of Deeds recording ownership of such immovable property to that Member, within the Township; Vice-Chairperson means the Vice-Chairperson of the Board of Directors;

9 Writing means any written, printed, electronically mailed or document produced in any other form that produces words in a visible form and written shall have a corresponding meaning. 2. Company Name The name of the Company is the Dainfern Homeowners Association Non- Profit Company. 3. Company registration number and registered office 3.1 The Registration Number of the Company is : 1991/ /08; 3.2 The Registered Office of the Company is : 633 Gateside Avenue, Dainfern, Midrand, Financial year-end The financial year-end of the Company is the last day of March each year. 5. Preliminary 5.1 Neither the short nor the long standard form of Memorandum for a Non-Profit Company, being Forms CoR.15.1.E and respectively CoR15.1.F, will apply to the Company. 5.2 This Memorandum is in a form unique to the Company, as contemplated in Section 13 (1) (a) (ii) of the Act.

10 If the provisions of this MOI are in any way inconsistent with the provisions of the Act, the provisions of the Act shall prevail, and this MOI shall be read and interpreted in all respects subject to the Act; 5.4 Notwithstanding the omission from this MOI of any provision to that effect, the Company may do anything which the unalterable provisions of the Companies Act 2008 (No. 71 of 2008) empowers a company to do, as if it were so authorised by its MOI. 6. Main Objects The main objects of the Company are:- 6.1 To promote, advance and to protect the collective interest of its Members within the Township; 6.2 To manage and administer the collective interests of Members by regulating acceptable standards within the Township with regard to: The safety and security of its Members and their guests and invitees and their property including but not limited to the controlled access to an egress from the Township; Architectural design and aesthetic appearance of improvements to immovable property including landscaping; Compliance with environmental laws;

11 Motor vehicle and other traffic control within the Township; The maintenance and upkeep of property owned by the Company; The use by Members and their guests and invitees of property owned by the Company; The ownership and control of domestic and other animals; The conduct of Members and their guests, invitees, contractors, agents, clients and patients. 6.3 To make such Rules and Regulations applicable within the Township that would serve the collective best interests of the Members of the Company. 6.4 To enter into such contracts with third parties as may be necessary to achieve the main objects of the Company. 6.5 The conclusion of the contracts referred to in 6.4 above which are in excess of R250, (two hundred and fifty thousand rand) or longer than 1 (one) year in duration shall be subject thereto that third parties wishing to conclude such contracts with the Company shall tender to do so, in response to tender documents submitted by the Company inviting such tenders. Such tender documents shall prescribe, with utmost good faith:-

12 The nature of the services and/or goods to which the tender relates, and; Shall be clear and concise in every material aspect, and the basis for approving the tender and criteria to be applied shall be contained in the tender documents; Shall provide that contracts may be for one year or more and contracts shorter than five years may be rolled-over, provided the entire Board is in agreement, for one or more periods provided that the total number of years does not exceed five years; Shall provide that no contract may be longer than five consecutive years in duration, and that no contract shall be capable of being renewed without the tender process being repeated; The tender process shall only be deemed to commence once three parties have responded to such tender process and the tender documents shall incorporate such condition; The award of any tender shall be motivated by written reasons of the Board and once such tender is awarded the reasons aforesaid thereto shall lie for inspection by Members at the registered office of the Company.

13 Main Business The main business of the Company is to give effect to the objects of the Company. 8. Powers of the Company The Company 8.1 has all powers that a juristic entity may have in law subject to the provisions of this MOI and has all of the legal powers and the capacity of an individual, except to the extent that: a juristic person is incapable of exercising any such power, or having any such capacity; or the Company s MOI provides otherwise; 8.2 is constituted in accordance with: the unalterable provisions of the Act; the alterable provisions of the Act, subject to any negation, restriction, limitation, qualification, extension or other alteration that is contemplated in an alterable provision, and has been restricted in this MOI; and any further provisions of the Company s MOI. 9. Conditions 9.1 The special conditions that apply and the requirements additional to those prescribed in the Act for their alteration are as follows:-

14 the income and property of the Company, when-soever and howsoever derived, shall be applied solely towards the promotion of its main business and in pursuance of its main objects; no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise howsoever, to any Member of the Company; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer, servant or management agent of the Company or to any Member thereof in return for any services actually rendered to the Company or in reimbursement of any expenditure necessarily incurred in and about the business of the Company; and an amount due and payable by the Company in terms of a bona fide agreement between the Company and any other person ; and an amount as payment in respect of any legal obligation which is binding on the Company.

15 Upon its winding-up, deregistration, or dissolution, the assets of the Company remaining after the satisfaction of all its liabilities shall be given or transferred to some other Company or institution having objects similar to its main objects as resolved by the Members of the Company at or before its dissolution or, failing such determination, as directed by the Court, subject to the provisions of 9.3 below. 9.3 Upon the winding-up, deregistration or dissolution of the Association, the remaining assets will only be distributed to a Company or institution within the Republic of South Africa, which is itself exempt from tax. 10. Membership and related matters 10.1 Membership. of the Company shall be limited to any party who is the owner of a Unit within the Township Any agreement for the sale of a Unit in the Township shall include a condition that the purchaser, upon becoming the owner of the Unit, shall be bound by this MOI and all rules made pursuant to this MOI Multiple owners of one Unit shall be deemed collectively to be one Member of the Company and shall have the rights and obligations of one Member of the Company Multiple owners of one Unit shall be jointly and severally liable for the due performance of any obligation which they collectively

16 have as one Member to the Company Multiple owners of one Unit shall appoint one natural person to represent them as a Member upon becoming the owner of a Unit, and the multiple owners shall lodge with the Company at its registered address proof of such appointment to the satisfaction of the Board of Directors. Failure to furnish such proof shall have the effect that the right of the multiple owners to vote as one Member shall be suspended until such time as the required proof has been so lodged Where a Member is not a natural person, the Member shall furnish such proof as may reasonably be required by the Board of Directors of the Company that any natural person appointed to represent them as a Member is duly authorised thereto A Member becomes a Member on becoming the owner of any one Unit, and shall remain a Member and may not resign such Membership whilst he is the owner of any Unit and shall cease to be a Member upon ceasing to be an owner of any Unit Upon ceasing to be a Member, such former Member shall remain liable for all of his obligations to the Company whilst he was a Member Members shall be bound by this MOI and by the Governing Deeds A Member owning a Unit shall, upon becoming the owner thereof, appoint the address of such Unit within the Township as

17 such Member s domicilium citandi et executandi for all purposes to receive notification of all communications from the Company, save that a Member may elect to receive electronic communications upon furnishing such contact details to the Company in writing. If for whatsoever reason such contact details become dysfunctional then the address of the Member s Unit shall remain the Member s domicilium citandi et executandi Each Member of the Company shall have one vote as a voting Member for each Unit that the member owns The vote of each Member shall be equal to the vote of each other voting Member on any matter to be determined by vote of the Members Membership may be held by juristic persons, corporate or unincorporated and the State, including profit companies Each Member shall be liable to pay to the Company such levy, special levy, fine or other amount as the Company may determine from time to time in general meeting. Any such debt which is due, owing and payable on the first day of every month and which remains unpaid shall attract interest in accordance with the Prescribed Rate of Interest Act 55 of 1975 (as amended from time to time) Each Member has the right to be, and is automatically, a Member of the DCC which is owned by the Company. The right to be a Member of the DCC shall be suspended if the Member has a debt due, owing and payable to the Company which has been

18 outstanding for 90 (ninety) days or more The Company may establish a Capital Reserve Fund for the purpose of meeting any extraordinary expenditure and expenditure of a capital nature to be incurred by the Company in carrying out its main objectives and the provisions of this MOI. The Capital Reserve Fund shall be funded from levies payable by new Members joining the Company as owners of a Unit as well as existing Members who increase their ownership of further Units (and thus their voting rights in the affairs of the Company). The Fund shall be subject to the following: The amount to be contributed by new Members pursuant to the Capital Reserve Fund shall be revised on an annual basis in accordance with the recommendation of the Board of Directors and be subject to the approval of the Company at its Annual General Meeting. The objective of the annual review shall be to maintain the Capital Reserve Fund at an appropriate level having regard to factors such as inflation Each new Member in the Company shall be liable to pay the relevant Capital Reserve Fund contribution on the date of registration of transfer of the Unit, calculated on the date on which the purchase agreement was signed In the event of any Unit being sold, alienated or otherwise disposed of, the new owner shall be obligated to pay the Capital

19 Reserve Fund contribution applicable at that time. The ex- owner shall not be entitled to a refund of the Capital Reserve Fund contributions paid by him An existing Member will only be liable for such contribution if the envisaged property transaction will result in that Member gaining an additional vote in the affairs of the Company In the event that such additional vote is relinquished within six months from date of transfer by means of a sale, the Company will refund the contribution to the existing Member. The new Member pursuant to such sale, shall be liable and responsible for payment of such contribution to the Company The obligation to contribute to the Capital Reserve Fund is specifically exempted to Members where the Membership is obtained by means of a transfer subsequent to: A Decree of Divorce; or Transfer of the property from a trust, company or corporation to the Member, on condition that the Member was a beneficiary of the trust, director and shareholder of the company or member of the close corporation, whichever applicable; A testamentary bequest or intestate benefit to a spouse or life partner, the latter if the person fulfils the requirements as provided for in the case law and legislation on written confirmation by the appointed Executor.

20 Members against whom the Company institutes any legal proceedings to enforce the Company s rights shall be liable to pay all legal costs on the highest scale permissible in law. 11. Record Date for determining Members rights The Record Date in the case of a Members meeting shall be the latest date by which the Company is required to give Members notice of that meeting or the date of the action or event, in any other case. 12. Members acting other than at a meeting 12.1 The Board of Directors of the Company may submit to Members entitled to vote, in writing, a resolution for consideration and such Members shall vote thereon in writing within 21 (twenty-one) days after receipt by Members of the resolution for consideration The election of a Director (that may otherwise be conducted at a Members meeting) may, should the Board of Directors elect to do so, be conducted by polling in writing where the Company gives all Members entitled to vote, notice in writing that they could exercise their right to vote in favour of the appointment of a named Director, or vote against the appointment of the named Director, within 21 (twenty-one) days after receipt of notice in writing calling upon Members to make such election, in which event the Members shall make such election in writing For a vote to be carried by polling in this manner, not less than 10% (ten per cent) of the members must return their vote,

21 unspoilt, within the prescribed time and the result will be decided by simple majority The Board of Directors shall, after adopting a resolution or conducting an election of Directors in the manner set out in this clause 12, deliver a statement in writing describing the results of the vote, consent process or election to all Members who were entitled to vote, consent to the resolution or vote in the election of the Director as the case may be, within 10 (ten) days of adopting a resolution or conducting an election of Directors. 13. Members meetings 13.1 All Members meetings conducted other than electronically shall be conducted at a location determined by the Board of Directors of the Company within the Township or such other venue within a radius of 10 (ten) kilometres of the Township which shall be appointed to accommodate the reasonable number of Members who may attend The Annual General Meeting of the Company may be conducted electronically Meetings shall be convened by the Board of Directors as is required by the Act The Board of Directors shall call a Members meeting if Members who hold not less than 5% (five per cent) of the voting rights entitled to be exercised in relation to the matter proposed to be considered at the meeting, give one or more written and signed demands for such a meeting to be convened, and deliver

22 such demands to the Company, and each demand describes the specific purpose for which the meeting is proposed and the demands are for substantially the same purpose If the specific purpose of the demands referred to in 13.4 above is the removal of a Director, the Board of Directors shall convene the Members meeting and shall comply in all respects with Section 71 of the Act If the Company is unable to convene a meeting of Members because it has no Directors or because all of its Directors are incapacitated, then and in that event an available person who last held office as a Director of the Company and having resigned and who was not removed as a Director pursuant to this MOI and/or the Act shall be authorised to convene a meeting of Members All meetings of Members shall be convened by the persons authorised thereto at a time between 17h00 and 20h00 other than on Saturdays, Sundays or any official public holiday If the meeting of Members convened by the Board of Directors, permits the participation of Members by electronic means without Members being physically present at the meeting, the venue shall have facilities to ensure that those Members who are not physically present at the meeting, are capable of hearing and seeing the proceedings of the meeting, and that those Members who are not physically present at the meeting are also heard and seen by those physically in attendance at the meeting The Board of Directors shall convene a Special General Meeting during February or March of each year to approve the Annual

23 Budget for the following financial year The approval of the budget at the Special General Meeting referred to in 13.9 above is subject to the Board having the authority to exceed the budget by a maximum of 10% (ten per cent) (or such lesser percentage as may be agreed annually in the budget approval process) in aggregate over the twelve-month period. 14. Notice of Members meeting 14.1 The Board of Directors shall deliver notice of each Members meeting in accordance with the Act to all Members on at least 21 (twenty-one) days notice before the meeting is to begin The notice to Members convening the meeting shall in a reasonably prominent statement state that a Member who is entitled to attend and participate in the vote at the meeting, is entitled to appoint a proxy to attend, participate in and vote at the meeting in the place of the Member and the form of proxy shall be attached to the notice. The form of proxy shall indicate that a Member nominating a proxy shall cause to be delivered to the Company at its registered office the original proxy form signed by the Member together with a copy of the identity document of the nominated proxy not less than 24 (twenty-four) hours before the scheduled time for the meeting A proxy appointed by a Member need not also be a Member of the Company, but shall provide satisfactory proof of identity at the meeting. Failure to provide satisfactory proof to the

24 Chairperson presiding at such meeting shall, in the Chairperson s discretion, invalidate the proxy Proxies accepted as valid and entitled to vote at a general meeting shall be open to inspection by Members at such general meeting and the name and Unit number of each valid proxy shall be included as a schedule to the minutes of the meeting A proxy nomination shall be valid only for the meeting for which it is signed or any adjournment of such meeting The delivery of notice to convene a Members meeting shall be in the Medium as defined in this MOI The notice of Members meeting shall state that a Member or his proxy may participate in the meeting by electronic communication The electronic communication employed must ordinarily enable all persons participating in that meeting to communicate concurrently with each other reasonably effectively and the notice convening such meeting shall inform Members of the availability of infrastructure to aid participation by way of electronic communication and shall provide all necessary information to enable Members or their proxies to access the available medium or means of electronic communication.

25 Meeting quorum and adjournment 15.1 The quorum necessary to decide any matter at a Members meeting shall be at least 5% (five per cent) of all voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda The quorum to decide any matter at a Special General Meeting, or to change any provision of this MOI or the Regulations shall be at least10% (ten per cent) of all voting rights that are entitled to be exercised on that matter at the time the matter is called on the agenda. 16. Members resolutions 16.1 For a Special Resolution to be approved by Members it must be supported by at least 75% (seventy-five per cent) of the voting rights entitled to be exercised on the resolution For an ordinary resolution to be approved by Members it must be supported by at least 51% (fifty-one per cent) of the voting rights entitled to be exercised on the resolution A Special Resolution shall be required for the amendment or change of the MOI, the Regulations and for the sale of immovable property owned by the Company All Members resolutions adopted shall be reduced to writing on paper and recorded in a minute book kept by the Company at its registered head office and the pages shall be consecutively numbered.

26 Board Directors and Prescribed Officers 17.1 The Board of Directors of the Company must comprise at least 5 (five) Directors and not more than 6 (six) In addition, the current Chairperson of the Golf Committee shall be, ex officio, a Director of the Company The current Board of Directors of the Company, which existed prior to the Company adopting this MOI, shall continue to act as Directors upon adoption of the resolution approving this MOI and shall continue so serve as Directors for the period up to and including the day of the next Annual General Meeting At the Annual General Meeting of the Company, one third of the Directors, excluding the ex officio Director, shall be required to resign their Directorship. Those who have served the longest period of service shall be the first to resign. The Members shall vote for the appointment of replacement Directors from such nominations as may have been received by the Company from Members in writing at least 25 (twenty-five) days prior to the Annual General Meeting, together with written consent from the proposed nominees Notwithstanding the provisions of 17.3 above the Members in general meeting shall be responsible for the appointment of Directors to the Board of Directors of the Company, and for their removal and replacement, at all times in compliance with the Act. Notwithstanding the provisions of 17.4 the procedure for the removal of a Director as contemplated by the Act shall be available to the Company.

27 The business of the Company shall be conducted by the Board of Directors, who shall be entitled to appoint Management and the Managing Agent The Board of Directors shall appoint the Chairperson and Vice- Chairperson of the Board of Directors, from time to time. The Chairperson shall serve as Chairperson for a maximum of 2 (two) consecutive years The ex officio Director may not be Chairperson of the Company The Directors may only be appointed from Members of the Company and may serve for a period of six consecutive years only. Members who have previously served as Directors on the Board, may stand for re-election after a break of two years or two Annual General Meetings The Board of Directors shall appoint a Social and Ethics Committee consisting of 3 (three) Members one of which shall be a Director The Social and Ethics Committee appointed by the Board shall take cognizance of such rules and codes of conduct as may be prescribed by the Minister as contemplated in Section 72 (4) of the Act. In addition, such Committee shall itself prepare rules and regulations to be tabled for adoption by resolution of the Board of Directors to regulate and administer the purpose to be achieved by such Committee, and in furtherance of the Main Objects of the Company.

28 A decision that could be voted on at a meeting of the Board of Directors may instead be adopted by written consent of a majority of Directors, given in person or by electronic communication provided that each Director has received written notice of the matter to be decided A quorum for a Directors meeting shall be the majority of the Directors on the Board of Directors The Board of Directors shall in writing report to the next Members meeting to be held, the authority delegated to any person and the nature of the authority so delegated The Board of Directors shall be entitled to institute legal proceedings against any Member for: a debt due to the Company and if necessary the sequestration or liquidation of such Member; and the enforcement of the MOI and the Governing Deeds The Board of Directors shall require the approval of Members in general meeting for authority to institute legal proceedings for damages or any other relief against a Member All Directors resolutions adopted shall be reduced to writing on paper and recorded in a minute book kept by the Company at its registered head office and the pages shall be consecutively numbered.

29 The Borrowing Powers of the Board of Directors shall be determined by Members in general meeting from time to time The powers of the Board of Directors to invest on behalf of the Company shall be limited to making investments with a financial institution as defined in Section 1 of the Financial Services Board Act 97 of 1990, or in securities listed on a stock exchange in the Republic of South Africa as defined in the Securities Services Act, Act 36 of 2004, save where Members in general meeting shall otherwise direct. 18. Appointment of Company Auditor 18.1 The Company shall at its Annual General Meeting appoint the Auditor nominated by the Board of Directors. Should the appointed Auditor for any reason no longer serve as an Auditor, the Board of Directors shall appoint a replacement Auditor effective up to and including the next Annual General Meeting The appointed Auditor shall have the right to attend all Members meetings and if necessary to report to such Members meetings all such matters as may be relevant to the Company as he may consider necessary. 19. Appointment of Company Secretary 19.1 The Company shall at its Annual General Meeting appoint a Company Secretary nominated by the Board of Directors. Should the appointed Company Secretary for any reason no longer serve as Company Secretary, the Board of Directors shall appoint a replacement Company Secretary within 21 (twenty-

30 one) days effective up to and including the next Annual General Meeting The appointed Company Secretary shall have the right to attend all Board and Members meetings and if necessary to report to such Members meetings all such matters as may be relevant to the Company as he may consider necessary The Company Secretary shall have unfettered access to contracts, documentation, books of account, minutes of meetings and resolutions The Company Secretary has no vote at Board or Members meetings in that capacity and need not be a Member of the Company. 20. Appointment of Public Officer The Board of Directors shall from such Board appoint one Director alternatively a member of management to serve as the Public Officer of the Company who shall deal with public regulation as defined by the Act. 21. Indemnity The Company shall indemnify each Director, servant, agent, employee and management agent against all losses of whatsoever nature arising out of any bona fide act, deed or matter done or omitted by him in connection with the discharge of his duties.

31 Governing Deeds 22.1 The Governing Deeds other than as may be contained in this MOI shall be prescribed from time to time as determined in this MOI The Company shall implement the Governing Deeds albeit that they may previously have been defined and described differently within the Township and enforced by the Company as were applied and implemented immediately prior to this MOI being adopted The Board of Directors of the Company shall review the Governing Deeds of the Company from time to time to ensure that they best achieve the objects of the Company and the objects of the Social and Ethics Committee The revised Rules and Codes will be in full force and effect once the changes are minuted at a duly constituted Board Meeting The Board of Directors shall table the Governing Deeds in writing at the next Annual General Meeting for consideration as to whether such reviewed codes should be accepted by Members in general meeting, as presented or altered If the Rules and/or Codes are altered by Members in general meeting, the altered version will be applied, back-dated to the date of implementation Proposed changes to the Regulations must be tabled at a Special General Meeting for approval by Special Resolution prior to being adopted.

32 Further rights and obligations of Members 23.1 A Member shall not be entitled to cede or assign any right or obligation he has in terms of this MOI or the Governing Deeds Members shall diligently and promptly comply with the obligations imposed upon them in terms of this MOI and observe the Governing Deeds as may be approved by the Members in general meeting from time to time The obligations referred to in 23.2 above shall include the obligation that the Member shall ensure that his family, employees, agents, tenants, visitors, invitees, guests, customers, contractors, clients and patients comply with the obligations of the Member with regard to the Governing Deeds In addition to the obligations of the Member referred to in 23.2 above and 23.3 above, where the Member affords a tenant the right to occupy the Unit in whole or in part then and in that event the Member shall secure from such tenant an acknowledgment in writing i.e. on paper, duly signed by that tenant, confirming that the tenant agrees to be bound by all such Governing Deeds as may apply within the Township from time to time. The original of such written acknowledgment, signed by the tenant, shall be lodged with the Company at its registered office prior to the tenant taking occupation of the Unit Where tenants of Units owned by Members have had occupation prior to this MOI being adopted, the Member shall secure within 21 (twenty-one) days the original written acknowledgment

33 referred to in 23.3 above and lodge same with the Company at its registered office The written acknowledgment referred to in 23.3 and 23.4 above shall incorporate a statement that such document constitutes a stipulatio alteri (benefit in favour of the Company) in favour of the Company and that it is capable of acceptance by the Company. Such stipulatio alteri shall not derogate from the liability the Member may have to the Company for the acts and omissions of such proposed tenant Members shall not assume the responsibilities of the Directors, and Management of the Company. In particular Members shall not give instructions to employees, agents and contractors of the Company Members shall on reasonable notice be entitled to inspect the minute books recording Members resolutions and Directors resolutions and at their cost to make copies thereof. 24. Dispute resolution 24.1 Any dispute between a Member and the Company which cannot be resolved by mediation other than a claim for payment of a debt, levies, interest and legal costs shall be resolved by Arbitration. First internal mediation then followed by arbitration Notwithstanding anything to the contrary contained herein, this clause shall not preclude any party from obtaining interim relief on an urgent basis from court of competent jurisdiction pending the decision of the arbitrator or from instituting in any court of

34 competent jurisdiction any proceedings for an interdict or any other injunctive relief Should any dispute arise between the parties in regard to: the interpretation of; or the carrying into effect of; or any of the parties rights and obligations arising from; or the rectification of; or the termination of; this MOI, then that dispute shall be submitted to and decided by arbitration That arbitration shall be held with only the parties and their representatives present thereat; unless otherwise agreed in writing; it being the intention that the arbitration shall, where possible, be held and concluded in 25 (twenty-five) working days after it has been demanded The arbitrator shall be agreed between the parties and failing agreement within 7 (seven) days after the arbitration has been demanded, then the arbitrator shall;

35 if the matter is primarily of an accounting nature, be an independent auditor of not less than 20 (twenty) years standing, appointed by the President for the time being of the South African Institute of Chartered Accountants or its successor body; or if the matter is primarily of a legal nature or any matter which is neither primarily of an accounting or a legal nature, be a senior independent attorney of not less than 20 (twenty) years standing or a senior independent advocate of not less than 20 (twenty) years standing appointed by the Chairperson for the time being of the Johannesburg Bar Council or its successor body If the parties fail to agree whether the matter is primarily of an accounting, legal or other nature the matter shall be deemed to be primarily of a legal nature The arbitrator shall have full and free discretion with regard to the proceedings, and his award shall be final and binding on the parties to the dispute. Furthermore, the arbitrator may dispense wholly or in part with formal submission or pleadings; shall include such order as to costs as he deems just The parties shall be entitled to have the award made an order of court of competent jurisdiction. The parties record that they consent to the jurisdiction of the High Court of South Africa

36 (Gauteng Local Division, Johannesburg) or its successor-in- title. 25. COMMENCEMENT OF THIS MOI 25.1 On registration with CIPC this MOI cancels and replaces the existing MOI registered at CIPC Once approved by Special Resolution this MOI will take effect from the day following the day of the Special General Meeting called for the purpose of approving this MOI The commencement of this MOI shall not affect the validity of decisions and actions taken prior to the commencement of this MOI. 26. Liability 25.1 The Company, its agents, employees and appointees shall not be liable for any injury, loss or damage to any person or property arising from any cause whatsoever including without limitation thereto, the negligence of any of the above persons or the intentional acts of any agents, employees and appointees, save in circumstances where such conduct constitutes gross negligence and/or recklessness.