1
SGM25June2007v8 – 26 Sep.2007
REPUBLIC OF SOUTH AFRICA
COMPANIES ACT, No.61 of 1973 as amended(34 pages)
ARTICLES OF ASS...
2
I N D E X
Article No. Heading Pages
1 Exclusion 3
2 Definitions 3 – 5
3 Membership 6 – 7
4 Levies 7 – 11
5 The Common Ar...
3
1. The Articles of Table “A” contained in Schedule 1 to the
Companies Act, 1973, shall not apply to the Association.
2. ...
4
over the remainder of Erf 6231 (a
portion of Erf 6229) and Erven 6232 to
6235 inclusive (portions of Erf
6230)and Erf 72...
5
Special resolution
1 January to 31 December)
as provided for in Section 199 of the
Companies Act;
a resolution of a comp...
6
3. MEMBERSHIP
Membership of the Association shall be limited to the
registered owners of the private erven provided that...
7
i) the transferee binds himself, as a contract for
the benefit of the Association, to become a
member of the Association...
8
i) all general expenses which the Association has
incurred
ii) all expenses which the Directors reasonably
anticipate th...
9
4.3 The levy referred to in Clause 4.2 shall not be
implemented or become binding until approved by members at
a General...
10
4.6 No specific additional levies will be raised for
structural changes to the buildings and/or facilities on
the priva...
11
thereon and other sum (if any) which shall be due and
payable to the Association in respect of his membership
thereof.
...
12
5.3 The Board of Directors may, in its absolute and unfettered
discretion, sanction or decline applications by members
...
13
6 BREACH
6.1 Any member who fails to make payment to the Association on
due date of any monthly subscription or other a...
14
funds or other property of the Association. This clause shall,
however, be without prejudice to the rights of the Assoc...
15
8.4 Prior to an Annual General Meeting and should they so
desire, at the AGM, members have the right to nominate new
Di...
16
vii) his/her death
viii)his/her being removed from Office as provided
for in Section 220 of the Companies Act
ix) in th...
17
shall ipso facto be vacated by the Director holding such
office upon his ceasing to be a Director for any reason.
No on...
18
10 FUNCTIONS & POWERS OF THE BOARD OF DIRECTORS
10.1 Subject to the express provisions of these presents, the
Board of ...
19
i) disputes and arbitrations generally
ii) the furtherance and promotion of any of the
objects of the Association
iii) ...
20
11.2 Meetings of the Directors shall be held on at least one
occasion every quarter, provided that if all the Directors...
21
keeping of minutes of meetings of Directors of Companies.
The Directors Minute Book shall be open for inspection at
all...
22
12 GENERAL MEETINGS OF THE ASSOCIATION
12.1 The Association shall, within 9 (nine) months of the
Association year end, ...
23
13 NOTICES OF MEETINGS
13.1 In terms of Section 186 (1) (a) of the Companies Act an
Annual General Meeting and/or a gen...
24
having been duly called, and if it is agreed in writing by
all members present before or at the meeting, no notice
need...
25
15 QUORUM
15.1 Subject to the provisions of section 190 of the Act, no
business shall be transacted at any general meet...
26
16.2 election of Directors
16.3 consideration of any other matters raised at the meeting
including any resolutions prop...
27
Chairman also not be present within five minutes of the
time appointed for the holding of such meeting, then the
member...
28
i) where a member is more than one person, any one
of those persons may sign the instrument
appointing a proxy on such ...
29
that if a private erf is registered in more than one
person’s name, or that of a Trust, Company or Close
Corporation th...
30
be counted as a vote for or against the resolution in
question. In the case of an equality of votes for and
against any...
31
21 ACCOUNTS
21.1 The Association in general meeting, or the Directors, may
from time to time make reasonable conditions...
32
23 SERVICE OF NOTICE
23.1 The Association shall serve a notice upon any member,
either personally or by sending it by p...
33
for by reason of any contract entered into, or any act or
deed done, by such person or persons in the discharge of
any ...
34
25 PRIVILEGE IN RESPECT OF DEFAMATION
Every member of the Association and every Director shall be
deemed by virtue of h...
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Forest Glade Estate - Articles of Association

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Transcript of "Forest Glade Estate - Articles of Association"

  1. 1. 1 SGM25June2007v8 – 26 Sep.2007 REPUBLIC OF SOUTH AFRICA COMPANIES ACT, No.61 of 1973 as amended(34 pages) ARTICLES OF ASSOCIATION OF A COMPANY NOT HAVING A SHARE CAPITAL (Section 59(1) and (2)(b); Regulation 18) REGISTRATION NUMBER OF COMPANY 1974/001627/08 NAME OF COMPANY THE ONE HUNDRED AND THREE HOME OWNERS ASSOCIATION (ASSOCIATION INCORPORATED UNDER SECTION 21 OF THE COMPANIES ACT) SHORT NAME OF COMPANY THE 103 HOA
  2. 2. 2 I N D E X Article No. Heading Pages 1 Exclusion 3 2 Definitions 3 – 5 3 Membership 6 – 7 4 Levies 7 – 11 5 The Common Area 11 – 12 6 Breach 13 7 Cessation of Membership 13 - 14 8 Directors 14 – 16 9 Offices of Directors 16 – 17 10 Board: Functions & Powers 18 – 19 11 Proceedings of Directors 19 – 21 12 General Meetings 22 13 Notices of Meetings 23 – 24 14 Venue of Meetings 24 15 Quorum for Meetings 25 16 Agenda at Annual General Meetings 25 - 26 17 Procedure at General Meetings 26 - 27 18 Proxies 27 – 28 19 Voting 28 – 30 20 Other Contractors etc. 30 21 Accounts 31 22 Audit 31 23 Service of Notice 32 24 Indemnity 32 – 33 25 Privilege iro Defamation 34 26 Arbitration 34
  3. 3. 3 1. The Articles of Table “A” contained in Schedule 1 to the Companies Act, 1973, shall not apply to the Association. 2. In these presents: 2.1 The following words shall, unless the context otherwise requires, have the meanings hereinafter assigned to them: Words Meanings the Act the Companies Act No.61 of 1973 as amended Auditors the Auditors of the Association Chairman the Chairman of the Board of Directors the common area the remainder of Erf 6231 (a portion of Erf 6229) and Erven 6232 to 6235 inclusive (portions of Erf 6230)and Erf 7295 Constantia the Association The 103 Home Owners Association (limited by guarantee) in writing written, printed or lithographed or partly one and partly another, and other modes of representing or producing words in a visible form the Local Authority the City of Cape Town or any other local authority having jurisdiction
  4. 4. 4 over the remainder of Erf 6231 (a portion of Erf 6229) and Erven 6232 to 6235 inclusive (portions of Erf 6230)and Erf 7295 Constantia Member a member of the Association Month calendar month the office the registered office of the Association These presents these Articles of Association and any regulations, rules and by-laws of the Association, from time to time in force the Private Erven the 206 cluster and garage erven resulting from the sub-division of Erven 6231 (a portion of Erf 6229) and 6232 to 6235 inclusive (portions of Erf 6230) and Erf 7295 Constantia and which are designated as such by His Honour the Administrator of the Province of the Cape of Good Hope in Executive Committee in terms of Section 9 of the Townships Ordinance No. 33 of 1934 as amended. Vice–Chairman the Vice-Chairman of the Board of Directors Year a calendar year, which shall also be the Association Financial Year. (i.e.:
  5. 5. 5 Special resolution 1 January to 31 December) as provided for in Section 199 of the Companies Act; a resolution of a company is a special resolution if, at a general meeting of which not less than 21 days clear notice has been given to propose it as a special resolution, the terms, effect and reasons for it and at which – (b) in the case of a company limited by guarantee, not less than one quarter of the members entitled to vote are present in person or by proxy – the resolution has been passed by a show of hands by not less than three- fourths of the number of members of the company entitled to vote on a show of hands at the meeting who are present in person or by proxy, or where a poll has been demanded, by not less than three-fourths of the total votes to which the members present or by proxy are entitled. 2.2 Unless the context otherwise requires, any words importing the singular number only shall include the plural number, and vice versa and words importing one gender only shall include the other gender; 2.3 Subject as aforesaid words or expressions defined in the Companies Act or any statutory modification thereof, in force at the date on which these presents became binding on the Association shall, if not inconsistent with the subject or context, bear the same meaning in these presents.
  6. 6. 6 3. MEMBERSHIP Membership of the Association shall be limited to the registered owners of the private erven provided that: 3.1 a person who is entitled to obtain a certificate of registered title to any such private erf shall for the purposes of these Articles of Association be deemed to be the registered owner thereof; 3.2 where any such owner is more than one person, all the registered owners of that erf shall be deemed jointly and severally to be one member of the Association. 3.3 where any such owner is a Trust, a Company or a Close Corporation the holding entity shall, in terms of Article 18 hereof, appoint one person, who need not be a member, to be their duly authorized proxy at any meeting of the Association. Such proxy, however, if not a beneficiary or a trustee of a trust, a member of a close corporation or a shareholder of a company, will not be qualified to become a director of the Association. 3.4 the definitive date for becoming a member or for ceasing to be a member shall be the date upon which transfer of ownership of the relevant erf is registered in the relevant Deeds Office. 3.5 when a member ceases to be the registered owner of a private erf, he shall ipso facto cease to be a member of the Association. 3.6 a member shall not transfer a private erf unless it is a condition of the transfer that:
  7. 7. 7 i) the transferee binds himself, as a contract for the benefit of the Association, to become a member of the Association; ii) the registration of transfer of that private erf into the name of that transferee shall ipso facto constitute the transferee as a member of the Association 3.7 the registered owner of a private erf may not resign as a member of the Association. 3.8 the Directors may, by regulation, provide for the issue of a membership certificate, which certificate shall be in such form as may be prescribed by the Directors. 3.9 the rights and obligations of a member shall not be transferable and every member shall: i) further to the best of his ability the objects and interests of the Association. ii) observe all by-laws, rules and regulations made by the Association or the Directors. iii) be bound by these Articles 3.10 Nothing contained in these Articles of Association shall prevent a member from ceding his rights in terms of these Articles as security to the Mortgagee of that member’s private erf. 4. LEVIES 4.1 The Directors shall from time to time make levies upon the members for the purpose of meeting the annual operating expenses of the Association including:
  8. 8. 8 i) all general expenses which the Association has incurred ii) all expenses which the Directors reasonably anticipate the Association will incur by way of maintenance, repair, improvement and keeping in good order and condition the common area iii) all expenses which the Directors reasonably anticipate the Association will incur by way of maintenance of the exteriors of any buildings, structures, erections or other improvements situate on the private erven iv) all expenses relating to any statutory charges, rates or levies charged to the Association by any Statutory Authority. In calculating levies the Directors shall take into account income, if any, earned by the Association. 4.2 The Directors shall estimate the amount required by the Association to meet its operating expenses during each year, together with any estimated deficiency/surplus as shall result from the preceding year. They shall then make a levy upon the members, equal as nearly as is reasonably practicable, to such estimated amount. The Directors may include in such levy an amount to be held in reserve to meet anticipated future operating expenditure not of an annual or recurring nature. Every such levy shall be recoverable from the members, in equal monthly payments, due in advance on the first day of each and every succeeding month, commencing from the second month after the AGM, of such year. Any levy not paid on due date shall carry interest at a rate as the Directors may decide.
  9. 9. 9 4.3 The levy referred to in Clause 4.2 shall not be implemented or become binding until approved by members at a General Meeting of the Association. Members shall be entitled to a full explanation, be able to raise questions and debate the matter prior to voting either for or against a resolution to implement such levy. In the event that approval of a proposed levy is denied then any and all existing levy or levies shall remain of full force and effect pending resolution of members’ objections and concerns and their approval of a new proposed levy. 4.4 In the event of the Association being unable to fulfill its objectives, from time to time, in respect of expenditure for: i) statutory Rates and Taxes ii) maintenance of the common area iii) any other obligation assumed by it in terms of an agreement with a Statutory Authority then the Directors may make special levies upon members, not exceeding the identified and certified amount in question, without the passing of a resolution at a General Meeting of the Association. The applicable levy may be made in sum total as a once-off charge or by a specified number of monthly payments and may bear interest at a rate upon which the Directors will decide. 4.5 Unforeseen circumstances may arise from time to time that may necessitate the creation and imposition of a specific additional levy, other than for structural changes to buildings on private erven, on the members. In such event, the Directors will motivate a detailed proposal for consideration and voting upon at a General Meeting to be called for such purpose. The provisions of Article 19 in respect of voting will apply.
  10. 10. 10 4.6 No specific additional levies will be raised for structural changes to the buildings and/or facilities on the private erven unless such levy be agreed to and approved, by special resolution, at a Special General Meeting to be called for such purpose. The voting provisions contained in the definition of a special resolution in section 2 of these presents will apply. 4.7 Any amount due by a member by way of a levy and interest shall be a debt due by him to the Association. The obligation of a member to pay an ongoing levy and interest shall cease upon the date on which his membership terminates without prejudice to the Association’s right to recover any outstanding arrear levies and interest. No levies or interest 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 private erf shall be liable as from the date upon which he becomes a member pursuant to the transfer of that erf, to pay the levy and interest thereon attributable to that erf. No member shall transfer his private erf until the Association has certified that the member has at the date of transfer fulfilled all his financial obligations to the Association. 4.8 The levy payable by a member shall bear the same proportion to the total levy imposed on members, as the number of residential plus garage erven registered in the name of that member bears to the aggregate number of all the residential plus garage erven. 4.9 No member shall be entitled to any of the privileges of membership until he shall have paid every levy, interest
  11. 11. 11 thereon and other sum (if any) which shall be due and payable to the Association in respect of his membership thereof. 5 THE COMMON AREA 5.1 Neither the whole or any portion of the common area shall be : i) sold, let alienated, otherwise disposed of, subdivided or transferred ii) mortgaged iii) subjected to any rights, whether registered in a Deeds Registry or not, of use, occupation or servitude (save those enjoyed by the members in terms hereof) iv) built upon, improved or enhanced in value by the construction of buildings, erections, facilities or amenities, the cost of which directly or indirectly to the Association exceeds R50.000-00 in total without the sanction of a Special Resolution of the Association. 5.2 The Directors may, from time to time make regulations governing, inter-alia; i) members rights of use, occupation and enjoyment of the common area ii) definition and stipulation of what maintenance services will be provided by the 103 HOA to the common area.
  12. 12. 12 5.3 The Board of Directors may, in its absolute and unfettered discretion, sanction or decline applications by members relating to private use of portions of the common area, adjacent to their private erven, as provided for in these presents and the Rules of the 103 Homeowners Association; provided always that such use will not be inconsistent with the conditions of use imposed on the common area by any Statutory Authorities (e.g. The City of Cape Town); provided also that sanctioned use by a member confers on such member no title of any nature whatsoever, be they plantings, paving, fencing or constructions and that ownership thereof shall vest in THE 103 HOA without reimbursement of any costs or expenditure relating thereto to such owner(s); provided further that such improvements or use of the common area do not exclude the use of, or access to, or access through the common area by any members or staff of the association. 5.4 The Board may enter into Agreements with Local or other Statutory Authorities relating to the matters set out in the whole of this Article 5 as well as any other incidental matters. 5.5 Each member undertakes to the Association that he shall comply with: i) any regulations made in terms of this Article 5 ii) any Agreements referred to in this Article 5 in so far as those Agreements may directly or indirectly impose obligations on him.
  13. 13. 13 6 BREACH 6.1 Any member who fails to make payment to the Association on due date of any monthly subscription or other amount payable by such member, or who otherwise breaches or fails in the observance of any of the provisions of these presents may, if so determined by a resolution passed by not less than 5 (five) of the Directors present at a meeting of the Directors, i) be fined by the Association in such amount as shall be determined by the Directors and /or ii) be ordered to pay to the Association or any member or other person aggrieved by the breach or failure in question, such sum in compensation as in each case shall have been determined at such meeting of the Directors. 6.2 The member concerned shall be provided with a summary of the allegations brought against him and be invited to attend such meeting of Directors, by notice in writing delivered to such member not less than 7 (seven) days prior to the holding thereof. Such member shall be given the right to speak and to be represented legally thereat, but not to be present at the voting or to take part in the proceedings, other than as allowed by the Chairman of such meeting. 7 CESSATION OF MEMBERSHIP No member who ceases to be a member of the Association for any reason shall, (nor shall any such member’s executors, curators, trustees or liquidators) have any claim upon or interest in the
  14. 14. 14 funds or other property of the Association. This clause shall, however, be without prejudice to the rights of the Association to claim from such member or his estate any levy, arrears of levy and interest or any other outstanding sums due by him to the Association at the time of his ceasing to be a member. 8 DIRECTORS (Appointment, rotation and removal of) 8.1 There shall be a Board of Directors of the Association which shall consist of a maximum of 7 (seven) members. 8.2 A Director shall be an individual and must either be the owner - or the duly recognised partner of such owner - of a private erf. However, if the erf is owned by a trust or by a close corporation or by a company, then representation shall be by a trustee or beneficiary of such trust, by a member of such close corporation or by a shareholder of such company. A Director, by accepting his appointment to office as such, shall be deemed to have agreed to be bound by all the provisions of these presents. 8.3 Save as set forth in Article 8.6 below, each Director shall continue to hold office from the date of his appointment to office until the conclusion of the Annual General Meeting next following his appointment. At such Annual General Meeting each Director shall be deemed to have retired from office as such, but will be eligible for re-election to the Board of Directors at the meeting.
  15. 15. 15 8.4 Prior to an Annual General Meeting and should they so desire, at the AGM, members have the right to nominate new Directors. Nomination forms will be provided and will have space to reflect the name and signature of the proposer and the seconder as well as the full names and acceptance signature of the nominee. The proposer, seconder and nominee must, in all respects, comply with Articles 3.2, 3.3 and 8.2 of these presents. 8.5 If, at the Annual General Meeting, the number of nominees together with the previous directors who have made themselves available for re-election exceeds seven, then a secret ballot must be held to elect seven directors. Should the number of candidates be less than seven, then those candidates available for election automatically become Directors and they shall be entitled to appoint, as Directors, the requisite number of members to achieve the stipulated total. 8.6 A Director shall be deemed to have vacated his office as such upon: i) cessation of membership (i.e. sale of the Unit by which such director qualified) ii) his/her estate being sequestrated, whether provisionally or finally, or his surrendering of his/her estate iii) his/her making any arrangement or composition with his creditor(s) iv) his/her conviction for any offences involving dishonesty v) his/her becoming of unsound mind or being declared lunatic vi) his/her resigning from such Office, in writing, delivered to the Secretary
  16. 16. 16 vii) his/her death viii)his/her being removed from Office as provided for in Section 220 of the Companies Act ix) in the event that he/she is the duly recognized spouse or partner of a member, on divorce or separation from or sequestration of or death of such member 8.7 Provided that anything done in the capacity of a Director in good faith, by a person who ceases to be a Director, shall cease to be valid from: i) the date upon which his written resignation is received by the Secretary of the Association ii) the date upon which he was removed from office 8.8 Upon any vacancy occurring on the Board of Directors prior to the next Annual General Meeting, the vacancy in question shall be filled by a person nominated, from amongst the members or their recognised partners, by those remaining for the time being of the Board of Directors. Should such nominee decline his/her appointment to the Board, then the Board shall continue to function, in all respects, with the remaining directors until such time as the vacancy is filled. 9 OFFICES OF DIRECTORS 9.1 Within seven (7) days of the holding of an Annual General Meeting, the Board of Directors shall meet and shall elect from its own number the Chairman and Vice-Chairman. They shall hold their respective offices until the Annual General Meeting held next after their said appointments, provided that the office of the Chairman or Vice-Chairman
  17. 17. 17 shall ipso facto be vacated by the Director holding such office upon his ceasing to be a Director for any reason. No one Director shall be appointed to more than one of the aforesaid offices. In the event of any vacancy occurring in any of the aforesaid offices at any time, the Board of Directors shall meet as soon as is reasonably possible to appoint one of their number as a replacement in such office. 9.2 Save as otherwise provided in these presents, the Chairman shall preside at all meetings of the Board of Directors, and at all general meetings of members. He shall perform all duties incidental to the office of Chairman and such other duties as may be prescribed by the Board of Directors. He may allow or refuse to permit invitees to speak at any meetings, provided however, that any such invitees shall not be entitled to vote at any such meetings. 9.3 The Vice-Chairman shall assume the powers and duties of the Chairman in the absence of the Chairman, or on his inability or refusal to act as Chairman. He shall perform such other duties as may from time to time be assigned to him by the Chairman or the Board of Directors. 9.4 Directors shall be entitled to be repaid all reasonable and bona fide expenses incurred by them respectively in or about the performance of their duties as Directors and/or Chairman and/or Vice-Chairman as the case may be. Save as aforesaid, however, they shall not be entitled to any other remuneration, fees or salary in respect of the performance of such duties.
  18. 18. 18 10 FUNCTIONS & POWERS OF THE BOARD OF DIRECTORS 10.1 Subject to the express provisions of these presents, the Board of Directors shall manage and control the business and affairs of the Association. They shall have full powers in the management and direction of such business and affairs, and save as may be expressly provided in these presents, may exercise all such powers of the Association. They may perform any and all acts, for and on behalf of the Association, which acts may or may not be required by the Companies Act or by these presents, subject always to any provisions of the Companies Act, and to such regulations as may be prescribed by the Association, in general meeting, from time to time. No regulation made by the Association in general meeting, however, shall invalidate any prior act of the Board of Directors which would have been valid if such regulation had not been made. 10.2 The Board of Directors shall have the right to vary, cancel or modify any of its decisions and resolutions, from time to time. 10.3 The Board of Directors may, should it so decide, investigate any suspected or alleged breach by any member or Director of these presents, in such reasonable manner as it shall decide from time to time. 10.4 The Board of Directors may make regulations, rules and by- laws, not inconsistent with these Articles, or any regulations or by-laws prescribed by the Act or by the Association in general meeting, as to:
  19. 19. 19 i) disputes and arbitrations generally ii) the furtherance and promotion of any of the objects of the Association iii) the better management of the affairs of the Association iv) the advancement of the interests of members v) the occupancy, administration, external appearance and maintenance of the private erven and the buildings erected thereon, the modification, additions and improvements to such buildings as well as the general and maintenance services provided to the private erven vi) all aspects of the management and administration of the common erven covered by these presents vii) the conducting of Directors, General and Annual General Meetings viii)all things necessary to assist the Board in administering and governing its activities generally such regulations and by-laws to be equally binding on owners, tenants, guests and visitors. 10.5 The Board of Directors shall be entitled to create new and to cancel, vary or modify any of the matters listed in Article 10.4 as they, from time to time, deem to be desirable or requisite. 11 PROCEEDINGS OF THE DIRECTORS 11.1 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, subject to any provisions of The Act and of these presents.
  20. 20. 20 11.2 Meetings of the Directors shall be held on at least one occasion every quarter, provided that if all the Directors shall in writing have waived the above requirement in respect of a particular quarter, then no meeting of the Directors need be held for that quarter. 11.3 The quorum necessary for the holding of any meeting of the Directors shall be four (4) directors present personally. If there is no quorum present, the meeting shall be cancelled. 11.4 The Chairman shall preside as such at all meetings of the Directors provided that should at any meeting of the Directors the Chairman not be present within five (5) minutes after the time appointed for the holding thereof, then the Vice-Chairman shall act as Chairman. Provided further that should the Vice-Chairman also not be present within five (5) minutes of the time appointed for the holding of such meeting, those Directors present shall, from amongst themselves, appoint a Chairman for the meeting. Such Chairman shall thereupon exercise all the powers and duties of the absent Chairman in relation to such meeting provided that a valid quorum exists. 11.5 The Directors shall cause minutes to be taken of every Directors meeting, although not necessarily verbatim, which minutes shall be reduced to writing without undue delay after the meeting will have closed and shall then be promptly circulated to all Directors, irrespective of whether they were present or not. The minutes will be certified correct by the directors who were present at the recorded meeting, at their next meeting. All minutes of Directors meetings shall after certification as aforesaid be placed in a Directors Minute Book to be kept in accordance with the provisions of the Act relating to the
  21. 21. 21 keeping of minutes of meetings of Directors of Companies. The Directors Minute Book shall be open for inspection at all reasonable times by a Director, the Auditors, and members. 11.6 All competent resolutions recorded in the minutes of any Directors meeting shall be valid and of full force and effect as therein recorded, with effect from the passing of such resolutions, and shall remain so until varied or rescinded. However, no resolution or purported resolution of the Directors shall be of any force or effect, nor shall it be binding upon the members or any of the Directors, unless such resolution is competent within the powers of the Directors. 11.7 In the event of an equality of votes on a resolution it shall be deemed to have failed and the matter shall be deferred for reconsideration at the next meeting. If the votes then be tied again, the proposed resolution shall be deemed to be rejected and it will be dropped. 11.8 Save as otherwise provided for in these presents, the proceedings at any Directors meeting shall be conducted in such reasonable manner and form as the Chairman of the meeting shall decide. 11.9 A resolution signed by all the Directors shall be valid in all respects as if it had been duly passed at a meeting of the Board of Directors duly convened. Such resolution must, however, be pasted into the official Minute Book.
  22. 22. 22 12 GENERAL MEETINGS OF THE ASSOCIATION 12.1 The Association shall, within 9 (nine) months of the Association year end, hold a general meeting as its Annual General Meeting, in addition to any other general meetings during that year, and shall specify the meeting as such in the notices, in terms of Article 13.1 hereof, calling such meeting. 12.2 The Annual General Meeting shall be held at such time and in such place as the Directors shall, from time to time, decide subject to the foregoing provisions 12.3 Should the financial year end of the Association at any time be such that the provisions of Article 12.1 above would result in a contravention of the provisions of Section 179 of the Companies Act, then the date for the holding of the Annual General Meeting shall be varied by resolution of the Directors to such date as shall comply with the requirements of the said Section, provided that members shall be given immediate written notice of any such variation. 12.4 All meetings other than Annual General Meetings shall be called general meetings. 12.5 The Directors, may, whenever they think fit, convene a general meeting. A general meeting shall also be convened on a requisition of members made in terms of Section 181 (1) (b) of the Companies Act, or in default, may be convened by the requisitionists as provided for and subject to the provisions of Section 181 (3) of the said Act.
  23. 23. 23 13 NOTICES OF MEETINGS 13.1 In terms of Section 186 (1) (a) of the Companies Act an Annual General Meeting and/or a general meeting called for the passing of a special resolution, shall be called by at least 21 (twenty-one) clear days notice in writing. A general meeting, other than one called for the passing of a special resolution, shall be called by at least 14 (fourteen) days notice in writing. In each case the notice shall be exclusive of the day on which it is given, and shall specify i) the place, the day and the hour of the meeting ii) in the case of special business, in addition to any other requirements contained in these presents, the general nature of that business, and iii) in the case of a special resolution, the terms and effect of the resolution and the reasons for it shall be given in the manner hereinafter mentioned or in such other manner, if any, as the Directors may prescribe to such persons as are under these presents entitled to receive such notices from the Association. 13.2 In terms of Section 186 (2) of the Companies Act, an Annual General Meeting or a general meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in these presents, be deemed to have been duly called if it is so agreed before or at the meeting by a majority in number of the members having the right to attend and vote at the meeting who hold not less than 95% of the total voting rights. A meeting for which a shorter period of notice than that under 13.1 hereof has been given will be regarded as
  24. 24. 24 having been duly called, and if it is agreed in writing by all members present before or at the meeting, no notice need be given at all. 13.3 Insofar as special notice may be required of a resolution, whether by any provision of the Companies Act or these presents, then the provisions of Section 186 of the Companies Act shall apply. 13.4 The Association shall comply with the provisions of Section 185 of the Companies Act as to the giving of notice and the circulating of statements on the requisition of members. 13.5 In terms of Section 185 (6) of the Companies Act, the business that may be dealt with at an AGM of the Association includes any resolutions of which notice has been given under this section. For this purpose notice must be regarded as given despite accidental omission to give notice to one or more members. 13.6 Failure of any director or officer to authorise or knowingly permit failure to comply with this section shall be an offence. 14 VENUE OF MEETINGS All Meetings of the Association shall take place at such place/s and times as shall be determined by the Directors from time to time.
  25. 25. 25 15 QUORUM 15.1 Subject to the provisions of section 190 of the Act, no business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. The quorum necessary for the holding of any general meeting shall be such of the members (or their proxies) entitled to vote, as together for the time being, represent one-half of the total votes of all members of the Association entitled to vote. 15.2 If within half an hour from the time appointed for the holding of a general meeting a quorum is not present, the meeting, i) if convened on the requisition of members, shall be dissolved ii) in any other case it shall stand adjourned to the same day in the next week, at the same place and time, or at such other place as the Chairman of the meeting shall appoint. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the members present shall be a quorum. 16 AGENDA AT ANNUAL GENERAL MEETINGS In addition to any other matters required by the Act or these presents to be dealt with at an Annual General Meeting, the following matters shall be dealt with at every Annual General Meeting: 16.1 consideration of the Chairman’s report to the members
  26. 26. 26 16.2 election of Directors 16.3 consideration of any other matters raised at the meeting including any resolutions proposed for adoption by such meeting, and the voting upon any such resolutions. No special resolutions, as defined by the Companies Act, which were not included in the Agenda for the meeting, may be raised or voted upon. 16.4 consideration and approval of the income and expenditure statement and the balance sheet of the Association for the last financial year of the Association preceding the date of such meeting 16.5 consideration and approval of the report of the Auditors 16.6 consideration and approval of the levy as referred to in Article 4 of these presents 16.7 consideration and approval of the proposed budget for the ensuing year 16.8 consideration and fixing of the remuneration of the auditors for the financial year of the Association preceding the Annual General Meeting. 17 PROCEDURE AT GENERAL MEETINGS 17.1 The Chairman shall preside as such at all general meetings, provided that should he not be present within five minutes after the time appointed for the holding thereof, then the Vice-Chairman, shall act as Chairman at such meeting; provided further that should the Vice-
  27. 27. 27 Chairman also not be present within five minutes of the time appointed for the holding of such meeting, then the members present at such meeting and entitled to vote thereat, shall appoint a Chairman for the meeting. Such Chairman shall thereupon exercise all the powers and duties of the Chairman in relation to such meeting. 17.2 The Chairman may, with the consent of any general meeting at which a quorum is present (and if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the same manner as of an original meeting. Save as aforesaid, the members shall not be entitled to any notice of adjournment, or of the business to be transacted at an adjourned meeting. 17.3 Except as otherwise set forth in these presents, all general meetings shall be conducted in accordance with Roberts Rules of Order, latest revised edition. 18 PROXIES 18.1 A member may be represented at a general meeting or at an Annual General meeting by a proxy, who need not be a member of the Association. The instrument appointing a proxy shall be in writing and signed by the member concerned or his duly authorized agent, but need not be in any particular form, provided that
  28. 28. 28 i) where a member is more than one person, any one of those persons may sign the instrument appointing a proxy on such members’ behalf ii) where a member is a company the instrument may be signed by the Chairman of the Board of Directors of the Association or by its secretary iii) where the member is an association of persons, by the secretary thereof iv) where the member is a trust, by a trustee. 18.2 The instrument appointing a proxy and the Power of Attorney, Resolution or other authority (if any) under which it is signed, or a notarially certified copy thereof, shall be deposited with the Secretary or any Director at any time before the time appointed for the commencement of the meeting, or adjourned meeting, at which the person named in the instrument proposed to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date of its execution. 18.3 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy, provided that no intimation in writing of the death or revocation shall have been received by the Directors at least one hour before the time fixed for the holding of the meeting. 19 VOTING 19.1 At every general meeting every member in person or by proxy and entitled to vote shall have one vote for each private residential erf registered in his name, provided
  29. 29. 29 that if a private erf is registered in more than one person’s name, or that of a Trust, Company or Close Corporation then they shall jointly have one vote. 19.2 Save as expressly provided for in these presents, no person other than a member duly registered, and who shall have paid every levy and other sum (if any) which shall be due and payable to the Association in respect of or arising out of his membership, and who is not under suspension, shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting. 19.3 Unless the Chairman of the meeting directs otherwise, all voting shall be in writing by way of a secret poll, which shall be taken during the course of the meeting, in such manner as the Chairman of the meeting shall direct. 19.4 Notwithstanding the provisions of clause 19.3 aforesaid, voting on the election of a Chairman of a general meeting (if necessary) or on any question of adjournment, shall be decided on a show of hands by a majority of the members present in person or by proxy, and entitled to vote. 19.5 Every resolution and every amendment of a resolution proposed for adoption by a general meeting shall be seconded at the meeting and, if not seconded, shall be deemed not to have been proposed. 19.6 An ordinary resolution (that is a resolution other than a special resolution) or the amendment of an ordinary resolution, shall be carried on a majority of not less than 75% of all the votes cast thereon by the members present and entitled to vote, and an abstention shall not
  30. 30. 30 be counted as a vote for or against the resolution in question. In the case of an equality of votes for and against any resolution, the matter shall be dropped. 19.7 Unless any member present at a general meeting, whether in person or by proxy and prior to the closure of the meeting, shall have objected to any declaration made by the chairman regarding the result of any voting at such meeting, be it by show of hands or by poll, or to the propriety or validity of the procedure at such meeting, then the declaration by the Chairman shall be deemed to be a true and correct result of the voting. The meeting shall in all respects be deemed to have been properly and validly constituted and conducted. An entry in the minutes of the meeting, to the effect that any 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 vote so recorded if such entry conforms with the declaration made by the Chairman of the meeting pertaining to the result of any voting thereat. 20 OTHER CONTRACTORS, CONSULTANTS, ADVISORS & OFFICERS Save as specifically provided otherwise in these Articles the Directors shall at all times have the right to engage, on behalf of the Association, the services of Accountants, Auditors, Attorneys, Advocates, Architects, Builders, Consultants, Engineers and any other person, company, contractor or firm and/or any other employee/s whatsoever, for any reasons thought necessary by the Directors and on such terms and conditions as the Directors shall decide, subject to any of the provisions of these presents.
  31. 31. 31 21 ACCOUNTS 21.1 The Association in general meeting, or the Directors, may from time to time make reasonable conditions and regulations pertaining to the procedure(s) to be followed should members desire to examine the accounts and books of the Association. Subject to such conditions and regulations, the accounts and books of the Association shall be made available for inspection by members at all reasonable times during business hours. 21.2 At each Annual General Meeting the Directors shall lay before the Association a proper income and expenditure account for the immediately preceding financial year of the Association, together with a proper balance sheet made up as at the last financial year end of the Association. Every such balance sheet shall be accompanied by proper and extensive reports of the Directors and the Auditors. There shall be attached to the notice sent to members convening each Annual General Meeting, as set forth in Section 12 hereof, copies of such accounts, balance sheet and reports (all of which shall be framed in accordance with the provisions of the Companies Act) and any other documents required by law to accompany the same. 22 AUDIT 22.1 Once at least in every year the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheets ascertained by the Auditors. 22.2 The duties of the Auditors shall be regulated in accordance with the provisions of the Companies Act.
  32. 32. 32 23 SERVICE OF NOTICE 23.1 The Association shall serve a notice upon any member, either personally or by sending it by prepaid registered post, addressed to such member at the address of the Private Erf owned by him or to such other address as he may have advised the Association. 23.2 Any notice, if served by registered post, shall be deemed to be served on the member on the fifth working day following that on which the envelope containing the notice is put into the post. In proving such service, production of the Registration Slip issued by the Post Office shall suffice. 24 INDEMNITY 24.1 All Directors, and the Auditors, shall be indemnified out of the funds of the Association against any liabilities bona fide incurred by them in their respective said capacities, and in the case of a Director, in his capacity as Chairman or Vice-Chairman, whether defending any proceedings, civil, criminal or otherwise, or in connection with any application under Section 248 of the Companies Act, in which relief is granted to any such person/s by the Court. 24.2 Every Director, every servant, agent and employee of the Association, and the Auditors, shall be indemnified by the Association against (and it shall be the duty of the Directors out of the funds of the Association to pay) all costs, losses and expenses (including travelling expenses) which such person or persons may incur or become liable
  33. 33. 33 for by reason of any contract entered into, or any act or deed done, by such person or persons in the discharge of any of his/their respective duties, including in the case of a Director, his duties as Chairman or Vice-Chairman. Without prejudice to the generality of the above, the Association shall specifically indemnify every such person against all losses of whatsoever nature incurred arising out of any bona fide act, deed or letter done or written by him jointly or severally in connection with the discharge of his duties, provided that any such act, deed or letter has been done or written in good faith. 24.3 A Director shall not be liable for the acts, receipts, neglects or defaults of the Auditors or of any of the other Directors, whether in their capacities as Directors or as Chairman or Vice-Chairman or for any loss or expense sustained or incurred by the Association through the insufficiency or deficiency of title to any property acquired by the Directors for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the insolvency or tortuous act of any person with whom any monies, securities or effects shall be deposited or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of any of the duties of his office/s or in relation thereto, unless the same shall happen through lack of bona fides or breach of duty or breach of trust.
  34. 34. 34 25 PRIVILEGE IN RESPECT OF DEFAMATION Every member of the Association and every Director shall be deemed by virtue of his membership or, as the case may be, his holding office as a Director, to have waived as against every other member, the Directors, the Chairman, or Vice-Chairman, every other Director, the Auditors and everybody else engaged to perform any function or duty on behalf of or for the benefit of the Association, or the Directors, or any sub-committee, all claims and rights of action which such member or Director might otherwise have had in law arising as a result of any statement, report, complaint or notice of or concerning such member or Director, or any reference to such member or Director, made at any Directors meeting, or otherwise in the performance or exercise of any right, function, duty, power or trust, within the ambit of these presents being a statement, report, complaint, notice or reference defamatory of such member or Director, or otherwise injurious to the dignity, reputation, business or financial interest of such member or Director, whether such statement be true or false. 26 ARBITRATION In the event of a dispute between any of the members or between a member and the Directors, that dispute shall be resolved by arbitration. The arbitrator shall be an independent person agreed upon between the parties and failing agreement nominated by the President for the time being of the Law Society of the Cape of Good Hope. The arbitrator shall be entitled to resolve the dispute according to what he regards as being just and equitable and in accordance with the spirit and the objects of this and he shall therefore not be bound by the strict rules of law. The decision of the Arbitrator shall be final and binding on the parties.

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