CONSTITUTION OF THE VREDE HOME OWNERS ASSOCIATION

Transcription

1 CONSTITUTION OF THE VREDE HOME OWNERS ASSOCIATION

2 THE VREDE HOME OWNERS ASSOCIATION A: CONSTITUTION: 1. NAME The name of the Association is the VREDE Home Owners Association. 2. DEFINITIONS 2.1 Architectural guidelines" means the architechtural guidelines applicable to the Development and annexed hereto as Annexure A; 2.2 "Common Property" means those sections of the Development that do not comprise Land Units; 2.3 "Land Unit/s" means an Erf/Erven in the Development together with a dwelling(s) erected thereon. 2.4 "Levy/levies" means the monthly levy/subscription payable by the Members in terms of Clause 13; 2.5 "the Committee" means the committee elected from time to time in terms of Clause 7; 2.6 "Constitution" means this constitution of the Association; 2.7 "a Member/s" means the owner/s that automatically becomes a member/s of the Association in terms of Section 29(1) of the Ordinance upon registration of a Land Unit into his/their name(s); 2.8 "the Developer" means the Vrede Developments (Pty) Ltd (Registration Number 2007/011099/07); 2.9 "the Development" means the subdivision and development of Erven and Paarl, in the Drakenstein Municipality, Division Paarl, Province of the Western Cape; 2.10 "the Ordinance" means the Land Use Planning Ordinance, 1985 (Ordinance 15 of 1985); 2.11 "Person" means 'n natural person, company, closed corporation, trust, partnership or other association of persons; 2.12 "private combined works" mean the joint services (water, sewerage, roads, storm water and other services in the Development) shared by the members, that have to be managed and maintained by the Home Owners Association; 2.13 "the Rules" mean the initial rules laid down by the Association as hereinafter set out, as well as any subsequent rules laid down by the Association from time to time; 2.14 "the Association" means the VREDE Home Owners Association founded in terms of Section 29(1) of the Ordinance;

3 2.15 "the Chairperson" means the chairperson of the Association. 3. OBJECTS OF THE ASSOCIATION 3.1 The main object of the Association is the management of: - the common interests of all its members, - all expenses in respect of the common property, and - the collection of levies for which the members are liable which object includes the following: To promote and sustain the standards and in particular the unique character of the Development in such a manner that the Members derive the maximun collective benefit therefrom and to grow the future value of the Land Units in the Development; To promote aesthetical, environmental and architechtural style and design principles of the Development in order to ensure a harmonious Development; To be responsible for the management, maintenance and repair of the Common Property and any private joint works that supply the Development with water, electricity, sewerage, discharge of storm water and access, including, but not limited to the natural environment, roads, lighting, landscaping, stormwater control systems, boundaries and electrified fences, access gates, access control systems, buildings, refuse removal and also the administration of the Development and payment of costs and levies payable to the relevant authorities in respect of the rendering of services, water (including bulk water), sewerage and electricity to the Development in as far as the costs and levies do not exclusively relate to the Units Operating a bank account with all powers and authority necessary for the operation thereof; Entering into and executing contracts and agreements for the objectives of the Development; The establishment, amendment and revocation of rules which are binding on the members, tennants and/or visitors to the Development as if they form part of the Constitution; The establishment of sub-committees and the delegation of powers to the sub-committees according to what the Members in a general meeting may deem necessary; The right to institute and defend actions in the name of the Association and to appoint a legal representative for this purpose; The levying of Levies payable by Members, as referred to in Clauses 4 and 13;

4 If required by the Drakenstein Municipality, to ensure adequate storage space at the point of access to the Development for the correct amount of refuse bins, namely It further has to ensure that, on days allocated for refuse removal, all bins that have to be serviced are put out on the side walk at the access point of the Development in Zandrift Street (without causing a hindrance to pedestrians) or any other place from which the Municipality can render refuse removal services from time to time. 4. ESTABLISHMENT AND MEMBERSHIP 4.1 The Members of the Association are the owners of the Land Units resulting from the subdivision of Erven and Paarl, in the Drakenstein Municipality, Division Paarl, Province of the Western Cape, and who are jointly and severally laible for the expenses incurred in respect of the Association. The Association is constituted when a person other than the Developer becomes owner of a Land Unit. Membership of the Association is limited to the registered owners of the Land Units. When a member ceases to be a registered owner of a Land Unit, he/she/it ceases ipso facto to be a Member of the Association. 4.2 A Member shall not alienate or transfer a Land Unit in the development without the prior written consent of the Association as required in terms of Clause 4.7.; 4.3 A Member shall not alienate or transfer a Land Unit unless the Transferee acknowledges and declares that: the transferee automatically becomes a Member of the Association upon registration of transfer; and he fully understands the provisions of the Constitution, the Rules and the Architechtural Guidelines, is acquainted therewith and undertakes to fully comply with the provisions thereof. 4.4 The registered owner of the Land Unit shall not resign as Member of the Association. 4.5 Every Member shall: To the best of his ability, promote the objects and interests of the Association; and Adhere to all the decisions of the Association and comply with all his obligations in respect of the Constitution, provided that a Member shall be entitled to cede his rights in respect of this agreement to the mortgagor of a bond registered against the Land Unit of that Member. 4.6 Each Member is entitled to one vote per Land Unit in the Development, of which he is the registered owner. Ownership of undivided shares shall comprise one membership only, which membership shall be represented by one individual in terms of Clause 4.1 hereof. 4.7 A Member that wants to sell or transfer his Land Unit shall apply in writing (on a form determined by the Association) to the Association for consent

5 for the sale or transfer of his Land Unit. The aforementioned application shall contain a full description of the identity and nature of the Purhaser (transferee) as well as any further particulars that the Association may request, should the transferee be a legal entity or a trust. 4.8 The Association shall not grant permission in terms of Clause 4.7, unless: The transferee has, in writing : applied for membership in the Association; agree to adhere to the terms of the Constitution, the Rules and the Architechtural Guidelines, agree that the transfer of the Land Unit in his name means that he, as transferee, becomes a Member of the Association The Member and/or his successor in title: Has paid all levies and/or other payments that might be due to the Association in terms of the Constitution, the Rules and/or the Architechtural Guidelines, together with interest thereon; or Has fully complied with all the provisions of the Constitution, the Rules and the Architectural Guidelines to the extent that they are applicable to him. 4.9 After the Member has complied with Clause 4.7, and the transferee has complied with Clause 4.8, the Association shall consider the application and shall thereafter either grant their consent for the transaction, or alternatively, refuse Each Member shall be bound by the terms of the Constitution and shall pay a Levy to the Association in respect of each Land Unit owned by such Member, the amount of which shall be calculated in terms of Clause 13 and the Member shall be laible for payment of all levies and penalties that have either already been levied or that are about to be levied in respect of the Land Unit of which he is to become the registered owner, irrespective of whether the levies are in respect of the period prior to or after him becoming the registered owner of the Land Unit. 5. STATUTORY AND GENERAL DUTIES Over and above the duties of a Member in terms of the Ordinance, municipal bylaws and regulations as well as all applicable legislation: 5.1 Any Member who is letting any of the Land Units of which he is the registered owner, to a Tennant, shall and herewith undertakes to ensure that the Tennant complies with the Constitution and the Rules of the Association. A Tennant can become an associated Member of the Association upon payment of the annual Levies. An associated Member

6 shall be entitled to attend the meetings of the Association, but shall not be entitled to vote at any such meetings; 5.2 A Member shall not use his Land Unit or any section of the Common Property or allow it to be used in such a way and for such a purpose as may damage the character of the Development; 5.3 A Member shall not break or allow to be broken, any act, ordinance, regulation, proclamation, statutory provision or the conditions of any licence relating to or affecting the habitation of his Land Unit or the Common Property or the title conditions with respect to his Land Unit; 5.4 A Member shall not be allowed to do anything on his Land Unit that could possibly change or prejudice the aesthetical appearance of the Development; 5.5 A Member shall maintain a structure or improvement on his Land Unit in such a way that it will remain aesthetically and in other respects acceptable to the Association, including, but not limited to, the repair of damage to a water meter device, excluding normal wear and tear; 5.6 A Member shall not erect advertising boards of whatsoever nature on his Property or on the Common Property; 5.7 A Member shall not park or allow a vehicle to be parked in any other place than that which has specifically been allocated to the Member; 5.8 A Member shall not place or store any refuse or refuse bins within eyesight of the other dwellings and the public. A Member shall also ensure that his refuse bin is at the refuse bin storage area of the Development on the days determined by the Municipality for the removal of refuse, to be serviced by the Municipality; 5.9 A Member shall maintain his Land Unit and keep it tidy in such a way as shall be aesthetically and in other respects acceptable to the majority of the owners and/or trustees, which requirements shall not be unreasonable; 5.10 A Member shall landscape and maintain his Land Unit in accordance with the Architechtural Guidelines. Should a Member fail to, within a period of 2 (two) years of date of registration of the first transfer of the Land Unit of the Member from the Developer to such Member and/or former Member, whichever is the earlier, landscape and maintain the Land Unit accordingly, the Association shall be entitled to landscape the Land Unit, to erect irrigation on the Land Unit and to maintain the Land Unit for the costs and account of the Member. The Member shall be obliged to pay any amounts payable in terms of this clause to the Association, upon request; 5.11 Every Member shall strive to behave in such a manner as shall generally serve the best interests of the co-members of the Association and shall be to their benefit; 5.12 No Member and/or other person shall drive a vehicle and/or motorbike on any part of the Common Property, except on the roads allocated for that purpose;

7 5.13 No Member shall allow any builder and/or their employees to overnight on the Land Unit or any part of the Common Property; 5.14 Each Member shall ensure that no Land Unit of a Member is inhabited or occupied by more than 1 (one) person per 25 (twenty five) square metres of the surface of the Land Unit; 5.15 Every Member undertakes towards the Association, that he shall act in accordance with the terms of: The Constitution of the Association; The Architechtural Guidelines as laid down in "Annexure A", annexed hereto; Any rules made from time to time by the Committee and which, amongst other things, regulate the outward appearance and/or the maintenance of the Common Property and any builings or other improvements thereon Every member shall, after reasonable notice, allow a representative of the Association to gain access to the Land Unit in order to take a meter reading, to conduct an inspection of the Land Unit, to undertake repairs to the water meters due to wear and tear and to exercise any other right conferred upon the Association in terms of this Constitution No Member shall give any direct instruction to the relevant Authorities in respect of any repairs, maintenance or otherwise with regard to any works servicing the Development, irrespective of whether it is the property of the Association or relevant Authority and any Member contravening this rule shall be personally liable for payment of the specific account. Notwithstanding the aforementioned, the relevant Authority shall be entitled to send the specific account to the Association and the Association shall be obliged to pay the account in which event payment shall be recovered by the Association from the specific Member. 6. MEMBER'S FAILURE TO MAINTAIN Should a Member fail to repair or maintain his Land Unit as provided for in this Constitution and such failure persists for a period of 7 (seven) days after written notice to repair or to maintain has been given by the Committee or the Chairperson on behalf of the Committee, the Committee can rectify such failure and recover the reasonable costs of such repairs from the Member, including legal costs on the scale of attorney and client. 7. MANAGEMENT 7.1 The matters and administration of the Association will be managed by the Committee consisting out of 5 (five) Members, each having one vote and who shall be elected, subject to Clauses 7.3.6, 7.7 and 18.2, by a majority vote of the Members present at an Annual general meeting Subject to Clause 18.2, all the Members of the Committee as provided for and determined in 7.1 above and all the subsequent committees, shall, after such Member has properly been nominated and seconded, be elected by ballot or by raising of hands (should

8 the meeting so decide) by Members present at the Annual general meeting of the Association The subsequent Committees shall, subject to Clauses 7.3.6, 7.7 and 18.2, be elected in the same way on every subsequent Annual general meeting of the Association, provided that no Member shall be elected unless properly nominated and seconded in writing, which nomination shall also be accepted in writing by the nominee and which nomination shall be lodged by the secretary of the Association, not later than the day preceding the Annual general meeting. No Member shall stand for election unless his contributions and Levies have been paid for the current year Subject to Clause 18.2, all Members of the Committee shall be owners of Land Units, provided that the spouse of an owner of a Land Unit and if a company, closed corporation or trust is the owner of a Land Unit, a director, member, or trustee of such a company, closed corporation or trust, is allowed to be a Member of the Committee. However, membership of the Committee shall be limited to 1 (one) year per Land Unit. 7.2 The Committee shall consist of: A Chairperson who, subject to Clause 7.4, shall be elected on every Annual general meeting by majority vote by Members for an official term of 2 (two) years; A Secretary elected by way of a majority vote by the Members of the Committee for an official term of 2 (two) years; Three additional ordinary members for an official term of 1 (one) year; 7.3 The official term of any Committee Member and his membership, shall lapse/ expire if: He resigns from office by written notice to the Association; He is unfit to properly perform his duties; His estate is sequestrated; He is found guilty of an offence involving dishonesty; He fails to attend two consecutive Annual general meetings; He is removed from office by way of resolution accepted by majority vote of Members present, either in person or by proxy at a Annual general meeting. Members shall be entitled to elect new Committee members at such meetings in order to fill any vacancies that may arise as a consequence thereof No longer qualifies to be a Member of the Committee in terms of Clause The first Chairperson of the Association shall be the nominee of the Developer and he shall complete the official term until the second

9 consecutive Annual general meeting, subject to the conditions of the Constitution. 7.5 Three (3) Committee Members shall form a quorum at any meeting of the Committee. In the event of a stay of votes, the Chairperson of the Committee shall have the deciding vote. 7.6 The official term of a Member of the Committee is effective from his appointment at the general meeting. 7.7 Should the office of the Chaiperson become vacant, an interim chairperson shall be appointed by the Committee until such time as a new Chairperson is appointed at the Annual general meeting. Should any other vacancy exist in the Committee, the Committee shall be entitled to appoint interim Members to fill such vacancy until the following Annual general meeting. 7.8 Committee Members shall not be entitled to any remuneration for their services, unless stipulated otherwise by a resolution taken at a general meeting. However, Committee Members shall be entitled to be remunerated for all reasonable expenses incurred in the execution of their duties as such. 7.9 No Committee Member shall be liable to the Association or any Member or any other person whatsoever for any action or failure by himself or the Association or his employees or agents. The Members of the Committee shall be indeminified against all costs, claims, actions, expenses, losses or damages suffered by the Committee due to any alleged action or failure in the exercise of his duties, provided that such Committee Member acted in good faith given the information at his disposal and without any gross negligence or dishonesty Committee meetings shall as far as possible be held every month according to procedures as determined by the Committee from time to time. Any decision signed by the majority of the Committee Members, shall have the same legal force as if such a decision has been taken at a properly constituted meeting Proper accounting records shall be kept by the Committee of the finances and administration of the Association Budgets and financial statements shall be prepared annually and, if so decided by a majority of the members, be audited The financial year of the Association shall be from 1 March of the current year to 28 February of the following year The accounting records shall be kept in safekeeping for a period of at least 6 (six) years after completion of the transactions, action or events. The Committee shall decide when accounting records that are older than 6 (six) years can be destroyed A Committee Member shall not be entitled to vote in respect of any contract or proposed contract, litigation or proposed litigation or any dispute with the Association, in which he could possibly have a material interest. 8. INDEMNITIES

10 8.1 No duly authorised Member to whom the whole or any aspect of the management or the administration of the Association has been delegated, shall be liable to the Association or any Member, or to any other person for any act or concession on his behalf, or by any of his employees, agents, contractors or other employees of the Association. 8.2 Such Member shall be indemnified by the Association against any loss or damages suffered by him due to any liability, on condition that such Member, on the basis of the information at his disposal or that he should reasonably have been aware of, acted bona fide and without gross negligence. 9. MEETINGS 9.1 ANNUAL GENERAL MEETING The annual general meeting of the Association shall take place once a year within 2 (two) months after the end of the financial year. Written notice of at least 21 (twenty one) days, together with the agenda, shall be sent to all the Members The matters that shall be discussed at the annual general meeting shall include: The receiving of a report on the affairs of the Association, The possible election of a Member to deal with the management and the administration of the Association and/or the appointment of a third party managing agent; The adoption of the minutes of the previous annual general meeting; The adoption of the budget, balance sheets and accounts; The approval of any levies payable by the Members for the specific financial year as recommended by the Committee; The consideration of any resolutions in respect of the interests of the Association, of which due notice has been given to all the Members; The appointment of a managing agent or the termination of contracts of the managing agents; The election of a chairperson; Any other matter. 9.2 ORDINARY GENERAL MEETING The Committee or a minimum of 5 (five) Members can call an ordinary general meeting in order to deal with any other matter than the matters listed in At least 21 (twenty one) days' written notice of the meeting together with the agenda has to be sent to all the Members.

11 9.3 PRESENCE AT MEETINGS Every Member shall be present at the annual general meeting as well as at any ordinary general meeting, either in person or by proxy, failing which such a Member shall be deemed to have voted in favour of any resolution adopted at such meeting by the remaining Members. 9.4 NOTICES Any notice period shall include the day upon which it has been handed over and shall state the place, day and time of the meeting as well as the general nature of the points under consideration, provided that any meeting, irrespective of it being called on shorter notice as is provided for in the Constitution, shall be deemed to have been called correctly if all the Members who are present at such a meeting, consent thereto. 9.5 VALIDITY OF AGREEMENT Should any Member entitled to be notified of a meeting, not receive notice of a meeting, the validity of such a meeting shall not be affected, except to the extent that the specific party is prejudiced thereby or if, on a balance of probability, the financial interests or otherwise of the respective Member will be prejudiced. 9.6 QUORUM No matter shall be discussed at any meeting unless a quorum is present at the commencement of the meeting. For all purposes a quorum shall mean all the Members present either in person or by proxy and where the Developer, for as long as the Developer is a member of the Association, is also present and which Members present at the meeting shall not be less than 40% (fourty per cent) of the total of the Members. 9.7 ADJOURNMENT Should a quorum not be present within half an hour from the stipulated time, the meeting shall adjourn until the same day the following week, at the same place and at the same time and should a quorum also not be present within half an hour from the stipulated time, then the Members present, notwithstanding 9.6, shall constitute a quorum provided that the Developer, for as long as he is a Member of the Association, shall be present at such a meeting. All the Members of the Association shall be notified of the adjourned meeting. 9.8 CHAIRING OF MEETINGS In the absence of the Chairperson, the Members present shall elect a Chairperson to chair the meeting. The Chairperson shall take minutes of the meeting or arrange minutes to be taken. 9.9 RIGHT TO VOTE At all general meetings votes shall be cast by raising of hands or, if at least 5 (five) of the Members present at the meeting should so choose, by ballot. The right to vote shall be determined in accordance with the following:

12 9.9.1 every Member present in person shall be entitled to one vote per Land Unit registered in his name; every person present as authorised representative of a Member shall be entitled to one vote for every Land Unit registered in the name of his Principal; every person present as authorised representative of a Member shall clearly indicate how he casts every vote that he is entitled to; every resolution shall, unless stipulated otherwise in this Constitution, be decided by an ordinary majority of the Members present in person or by proxy and who vote, subject thereto that the Developer is part of the majority vote for as long as he remains a Member of the Association; the Chairperson of the meeting shall count the votes cast for and against the resolution and shall make the result known; a statement by the Chairperson indicating the result of the vote by hand as well as an entry in the minute book of the Association, shall be adequate proof of the voting; the Chairperson shall not have a deciding vote in addition to his normal vote INCOMPETENCY Should any Member be declared unfit to handle his own affairs or be declared insolvent or in the case of a company, be declared insolvent, such a Member can be represented by his curator bonis, trustee or liquidator, whatever the case might be, who shall be authorised to vote on his behalf, either in person or by proxy CO-OWNERSHIP Should two or more persons be jointly registered as owners of a Land Unit, the vote of the senior person shall be accepted to the exclusion of the other registered owners of the Land Unit and seniority shall be established according to the dates of birth of the owners as registered in the Deeds Office. Where a Land Unit is jointly owned by a natural person, a company, trust or closed corporation, the natural person shall cast the vote on behalf of the owners PROXY Votes can be cast in person or by proxy The instrument of the proxy shall be in writing on the ordinary form, or a form approved by the Chairperson according to authorisation by the declarer or his attorney or agent duly

13 authorised thereto in writing, or if the declarer is a company or closed corporation, then by any official or member duly authorised thereto COMPANIES, CLOSED CORPORATIONS OR OTHER ORGANISATIONS Any company, closed corporation or trust or any other association, who is a Member of the Association can, through a resolution by its directors, members or other controlling body, authorise a person to act as representative on its behalf at any meeting of the Association and the person so authorised shall be entitled to exercise the same powers on behalf of the company, closed corporation or any other association as the representative of the company, closed corporation or trust would have exercised if it was an individual Member of the Association. 10. POWERS OF THE COMMITTEE 10.1 The control, management and administration of the Association shall vest in the Committee that can exercise all the powers of the Association and can act in all respects on behalf of the Association as if taken by the Association itself, in terms of the Constitution, subject to all the limitations placed on such general powers by the Members, through resolutions taken either on an Annual General meeting or an Ordinary General Meeting Without limiting the general application of the aforementioned in any way whatsoever, the powers shall include the following, but not be limited to: The determination of suitable standards for the maintenance, improvements, repairs and additions to all the Land Units in the Development; To take all actions necessary in order to adhere to the objectives, whether express or tacit, that are set out herein; The conclusion, entering into and execution of all contracts and agreements in respect of any objectives and goals of the Association; The employment and remuneration of all agents, employees and any other parties as well as the termination of their services; The establishment, amendment and revocation of Rules that are binding on the Members as if contained in this Constitution, provided it being accepted on a general meeting of Members, called for this purpose: The establishment of sub-committees and the delegation of such powers to such sub-committees as might be necessary; the collection of any levies or penalties due to the Association together with interest thereon and to take and defend legal action on behalf of the Association, for the aforementioned and for other purposes, and to appoint legal representation for that purpose; the levying and the determination of Levies payable by Members, from time to time, and as frequently as deemed necessary in their

14 discretion, provided that the amount of the levies be approved by the Members at an Annual General Meeting; to enter into and to conclude an agreement with the Drakenstein Municipality for the provision of electricity, gas, water, sanitary and other services to the common area or buildings referred to in this Constitution To ensure, to the extent that the Association deems necessary, that all laws, municipal by-laws and regulations, including but not limited to water restrictions, are obeyed by the Members To repeal or amend any decisions taken by the Committee from time to time; To gain access to any residential unit on a Land Unit, if no one is present in the unit, in the case of emerging danger that started out from such a Land Unit and which holds a threat for property or persons; and to take the necessary steps in order to avert he said danger. Any costs incurred in such an event shall be borne by the Member. Such a Member shall not have any claim against the Association for damages of any nature whatsoever, unless the Committee, its agents or representatives are guillty of behaviour constituting gross negligence; The undersigning by the Committee or its nominee of any consent required from the Association for the purposes of any registration action in the Deeds Office. 11 BUILDING, ARCHITECHTURAL AND DESIGN REQUIREMENTS 11.1 Members shall ensure that all the improvements effected to the Land Unit comply with the provisions contained in the Architechtural Guidelines as applicable from time to time. All building plans for new construction, improvements, changes and additions shall be submitted to the Committee in accordance with the procedures required by Clause 13 of the Architechtural Guidelines for investigation and approval, before these plans are submitted to the local authority for approval. The Committee shall notify the applicant of its decision within 14 (fourteen) days after the said plan has been submitted; 11.2 The Committee shall have the power: To take all action that might be necessary to meet the goals and objectives as set out herein, expressly or tacitly, which actions can include the investigation, approval or refusal of the building plans whether for a new construction, renovations, painting, alterations or additions; To force Members to comply with the requirements of the Constitution, failing which the necessary steps shall be taken in order to rectify the said failure, for the costs of the Member, and without limiting the general application of the aforementioned whatsoever, to notify a Member in writing to, within a specific period, remove anything that was erected contrary to the requirements laid down in respect of such construction or to change

15 the said construction and, should the Member remain in default, to apply to the Court for a suitable order; To procure professional advice to inspect and investigate all the plans in order to ensure compliance with the Architechtural requirements and guidelines The Committee shall be entitled to use a qualified architecht to assist them in their decision regarding Clause 11. The costs of the architecht shall be for the Member who submitted the plans to the Committee for approval The decision of the Committee with regard to Clause 11 shall be final and binding Each Member shall be obliged to landscape his Land Unit in accordance with Clause 5.10; 11.6 Each Member shall, within 4 (four) years from date of transfer of his Land Unit in the Development from the Developer to such Member and/or former Member, whichever is the earlier, commence to erect a building on his Land Unit of which the footprint (excluding any stoeps and verandas) shall not be smaller than 50 (fifty) square metres. Furthermore, the value of the building after being erected is not allowed to be less than an amount equal to a building cost of R5 000,00 (Five Thousand Rands) per square metre multiplied with the size of the building in square metres (verandas and stoeps excluded) that has been erected [which amount of R (Five Thousand Rands) per square metre shall escalate annually from 1 January 2011 with 10% (ten per cent)]. The Member shall also complete the aforementioned building on the Land Unit in order to be ready for occupation within 12 (twelve) months from the date on which the building works commenced. The building works are deemed to have commenced on the approval of the building plans by the local authority and the building deposit referred to in Clause below, has been paid. Should the Member fail to commence with the building work or to complete the building work within the 12 (twelve) month period, the Association shall be entitled to impose a monthly penalty against the Member as owner of the Land Unit for as long as he fails to comply with the terms of Clause 11.6, which penalty shall be equal to an amount of 3 (three) times the monthly levy payable from time to time by the Members of the Association. When a Land Unit of a Member who is in default of erecting a dwelling timeously, is transferred, the succesor in title of such a Member shall be indemnified for a period of 12 (twelve) calender months from date of registraion of transfer, against payment of the penalties as mentioned. Any dispute between the Association and a Member in respect of the size of the building, the costs of the building or whether the building is ready for occupation, will be referred to an architecht nominated by the Committee, for determination. His decision shall be final and binding upon the parties Until the provisions of 11.6 have been met, the member shall not be entitled to alienate or to transfer the Land Unit without the prior written consent of the Developer, which consent shall be in the sole discretion of the Developer Members shall be obliged to contract with one or more of 4 (four) prescribed builders, who shall be prescribed by the Developer, in order to do and to complete the building work on the Land Unit of each

16 Member. Should a Member wish to make use of any other builder, the Member shall submit the name of the builder to the Developer for approval and the Developer shall be entitled to approve or to refuse that the other builder be used without having to provide reasons and should approval be granted for the use of such other builder, then subject to such conditions as may be determined by the Developer. The Developer shall have the right to transfer any part or the whole of his rights in terms of this clause to the Association or any other third party A Member assumes liability for any damage caused by himself or his building contractor to the Common Property or other Land Units in the Development and indemnifies all the other Members against such damage Proper supervision during the building process will be necessary and the Member or his authorised agent must at all times be available upon request in order for the Committee to make contact with the Member in case of an emergency or should any other problem be encountered A Member indemnifies the Association against any damage to the Common Property, either on the inside or the outside of any building and shall be liable for payment of any costs related to the repairs of any damage caused during the building process Contractors shall clean the premises daily before leaving. Should they fail to do this, the cleaners of the Association shall be entitled to clean the premises and shall be entitled to overtime tariffs, which shall be for the account of the Member A Deposit as determined by the Association, or a bank guarantee on such terms as are acceptable to the Association and issued by a recognised financial institution, but in any event for not less than R10 000,00 (Ten Thousand Rands) shall be paid and/or delivered to the Association before any building work shall commence and against which the costs related to any repairs to the Common Property as well as any costs that may accumulate against a Member in respect of 11.8 and 11.10, shall be deducted. The deposit shall be invested in an interest bearing account, the interest of which shall be for the benefit of the Member Any costs and expenses accumulating against any Member in respect of the aforementioned, shall be payable on request and may be deducted from the deposit and any interest earned thereon. Should the deposit and any interest earned thereon not be enough to cover the full costs and expenses, any shortfall shall immediately by payable by such member, upon request The balance of the deposit and any interest earned thereon, shall be paid back to the Member after all the building work has been completed to the satisfaction of the Association and all costs have been deducted from the initial deposit and any interest, if any Every Member shall ensure that their contractors comply with the provisions of Clause Without derogating from the fact that all the provisions of this Constitution shall be binding on all Members, it is stated for the sake of clarity that the provisions of the whole of Clause 11 shall be binding on a Member, former Member and his successors in title.

17 12 STATUS OF THE ASSOCIATION The Association is an Association: 12.1 With legal personality that can sue and be sued in its own name; 12.2 Of which no Member shall, in his personal capacity, have any right, title or interest in or to the property, funds or assets of the Association; 12.3 Of which the property, funds and assets shall vest in the Association which will be under the control of the Committee; 12.4 Without gain, but for the benefit of the owners and residents of the Land Units; 12.5 With the right to acquire, hold or to alienate both movable and immovable property. 13 LEVIES 13.1 The Association shall be entitled to collect Levies from the Members in order to cover the costs of the administration of the Association and the maintenance, service and repair of any asset, private joint water works, sewerage, storm water, private open spaces and private road networks inside the Development or to make any payment due by the Association. However, if a Member has only been a Member for a part of a month, he shall only be obliged to pay a pro rata share of the monthly levy The obligation of a Member to pay the Levy to the Association in respect of any period after termination of his membership, shall lapse when he ceases to be a Member of the Association and the Association shall have the right to collect the arrear levies payable in respect of the period before termination of membership from the former Member. All arear levies payable by a Member shall be noted as a liability against the Land Unit by the Association and the Member ceases to be a Member of the Association and the Association shall have the right to recover the arrear Levies from the new owner of such Land Unit as a Member of the Association, in accordance with the provisions of clause The monhly Levy shall be due and payable by the Members on the first day of each month The first monthly levy shall be determined by the Developer and shall be due and payable by the Members on a date as determined by the Developer The Association shall have the power, in its sole discretion, to increase the Levy from time to time for any period after the closing of the financial year until the next Annual General Meeting, provided that the increase does not exceed 20% (Twenty per cent) per year No Levies paid by a Member shall be repayble to such Member upon termination of his membership The successor in title of a Member to a Land Unit shall, subject to Clause 13.2, be responsible for payment of Levies from the date on which he

18 becomes a Member due to him acquiring proprietary rights in the Land Unit No Member shall have the right to transfer his Land Unit, unless all his levies have been paid to the Association The Levies payable by a Member shall be proportional to the number of Units owned by him Should a Member fail to pay his monthly Levy within 7 (seven) days from the date upon which it has become payable, such Lev(y)ies shall be in arrears and the Committee shall be entitled to institute legal action against such member in order to claim the outstanding amount. The member shall be liable for the costs of such steps on the scale of attorney and client as well as for collection commission A Member whose Levies are in arrears shall not have the right to vote at any general meeting and shall also not be entitled to act as chairperson of the Association, until the arrear levies have been paid The Association shall have the right to, from time to time, collect special levies from Members in respect of any expenses referred to in 13.1 and the liability referred to in 13.14, provided that such special levies shall be approved by special resolution/s taken at an Annual General Meeting or a General Meeting. The special Levy shall be payable from date of the applicable special resolution in respect of the expenses referred to in 13.1 or 13.14, and is enforceable and payable as a once-off amount or in such installments and at such times as deemed necessary by the Committee No Member shall have the right to enjoy the benefit or priviledges of the Common Property if he is not up to date with his Levies and/or any other amount owed and payable to the Association in terms of this Constitution Notwithstanding any provision of this Constitution, every Member shall, together with the other Members, be liable for payment of any monies owed by the Association and its members to the Drakenstein Municipality in respect of the supply of water to the Development Should any Levy, penalty or other amount, owed by a Member to the Association, not be paid by the due date, the Member shall be liable for payment of interest at a rate equal to 3% (three per cent) above the prime lending rate of the bankers of the Association from time to time from the date upon which such levy, penalty or amount became payable to date of payment thereof. A Certificate by any manager of a branch of the aforementioned bankers shall serve as proof of the aforementioned prime rate from time to time. 14. ACCOUNTS 14.1 The Association shall keep proper accounting records of the administration and finances of the Association at the domicilium of the Association or at such place or places as decided by the Members at a general meeting.

19 14.2 The chairperson shall ensure that the accounting records, balance sheets and reports of the Association be made known to the Association at the Annual General Meeting. 15. DOMICILIUM 15.1 For all purposes flowing from this Constitution, including the giving of notice and service of process, the Association and every Member choose the following addresses as their respective domicilium citandi et executandi: The Association: Physical address: De Kleine Molen Street 2, PAARL 7646 or Postal address: Box 3359 PAARL 7620 Telefax Nr: or address: or Each Member: At the Land Unit of a Member if a dwelling is erected on the said Land Unit or at any other physical address or postal address or any telefax number or electronic mail address of which the Member should notify the Association, in writing. No physical address chosen by the Member shall be outside of the borders of the Republic of South Africa Any notice dispatched to a party in terms of this Constitution shall be deemed to have been received: By registered mail, on the fourth business day after it has been mailed to the address specified in 15.1 of the Constitution, (unless the contrary is proved) By telefax, within 24 hours after is has been sent; By , within 24 hours after the has been sent; On the day of delivery, in the event of delivery by hand at the domicilium citandi et executandi. 16. DISSOLUTION OF THE ASSOCIATION 16.1 The Association may be dissolved by resolution of the Members on a general meeting, provided that: % (ninety per cent) of the total number of votes by Members of the Association present at a general meeting, specifically called for this purpose, are in favour of the resolution; and

20 the Local Authority consents thereto At such a dissolution it shall be the duty of the Chairperson elected by the Members to convert into cash as many of the assets of the Association as might be necessary to pay all the debts of the Association and thereafter, to distribute the balance amongst similar institutions that are exempted from Income Tax in terms of the provisions of Section 10(1)(e)(i)(cc) of the Income Tax Act of ARBITRATION In the event of any dispute amongst any of the Members, the dispute shall be resolved through arbitration. The arbiter shall be an independent person as agreed to between the parties or nominated by the Law Society of the Western Cape of Good Hope, should the parties not agree on a suitable person. The arbiter shall be entitled to resolve the dispute in accordance with what he considers to be just and fair and in line with the spirit and objectives of the Association, and he shall therefore not be bound by the strict principles of the law. The decision of the arbiter shall be final and binding upon the parties. 18. RIGHTS OF THE DEVELOPER Notwithstanding anything contained in this Constitution to the contrary, the Developers shall: be entitled to a number of votes equal to the number of Land Units indicated on the General Plan of which the Developer is the registered owner, whether under separate title or as registered owner of the mother erf of the Development; 18.2 be entitled, for as long as the Developer is the registered owner of a Land Unit, to nominate at least 3 (three) of the Members on the Committee in writing and to substitute the said Members in its sole discretion. The Committee members nominated as such do not have to be owners of Land Units; 18.3 not be obliged to comply with the provisions of 5.10, 11.5 and 11.6 for as long as the Developer remains a Member of the Association deemed to be a Member of the Association for as long as it is the registered owner of a Land Unit, either under separate title or as part of Erven and 29109, Paarl. 19. AMENDMENT 19.1 No provision of this Constitution shall be amended, substituted, repealed or added without the written consent of: the Local Authority; the Commissioner of the South African Revenue Service, and The Developer, for as long as it is a Member of the Association Subject to the conditions of Clause 19, any variations, substitutions, revocations or additions shall be effected by a minimum of 75% (seventy five per cent) of the total number of votes of Members of the Association

21 present at a general meeting specifically called for that purpose and the notice of the general meeting, apart from complying with the requirements for the calling of a meeting, shall set out the specific terms and conditions of the proposed variations, substitutions, revocations and additions. 20. TRANSFER OF LAND 20.1 The Developer shall transfer all private roads inside the Development, to the extent that the roads are indicated as such as well as all Common Property as depicted on the approved General Plan of the Development, to the Association and all risk therein shall pass to the Association at the formation of the Association after which the maintenance and upkeep as well as the duty to pay any rates and/ or any other expenses in respect thereof, shall be the responsibility of the Association. It shall not be the duty of the Association to maintain or to keep up any public roads, whether Municipal or not All Members shall have a common interest in the Common Property of the Association and it shall only be sold, developed, destroyed or substantially varied if authorised by a decision taken by 75% (seventy five per cent) of the total number of votes at a general meeting of the Association supported by the written consent of every Member of the Land Units situated adjacent to that specific section of the Common Property. 21. ELECTRICITY A Member shall assume responsibility on his own behalf for making arrangements with the Local Municipality for the supply of electricity to his Land Unit and will further assume responsibility for the payment of any costs in respect of the supply and usage of electricity on his Land Unit, provided that only prepaid meters may be installed on the Land Unit and therefore only prepaid electricity may be used. 22. INCOME TAX ACT, The Association shall not, irrespective of anything contained in this Constitution to the contrary, pay any monies over to any person except to a similar association of persons Any monies of the Association that are invested, shall only be invested at a Financial Institution as described in Section 1 of the Financial Services Board Act, Nr 97 of 1990 or in securities listed on the Stock Exchange as described in Section 1 of the Stock Exchange Control Act, Nr 1 of INTERPRETATION 23.1 Should any dispute arise in respect of the interpretation of the Afrikaans or English texts of the Constitution or Rules, the Afrikaans text shall be assumed to be correct Should any dispute arise in respect of the interpretation of the Constitution and the Rules, the provisions of the Constitution shall have preference.