Forest Glade Estate - Articles of Association

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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

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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

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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

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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.:

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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.

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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:

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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:

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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.

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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.

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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

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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.

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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.

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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

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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.

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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

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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

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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.

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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:

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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.

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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

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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.

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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.

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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

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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.

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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
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
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
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
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
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
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
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
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
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.