Constitution of the Van Riebeeckshof Master Homeowners Association

CONSTITUTION

OF

VAN RIEBEECKSHOF

MASTERS HOMEOWNERS ASSOCIATION

REF. NO: WK/OW/1

INDEX

1. Definitions

2. Interpretation

3. Recordal

4. Commencement Date

5. Status

6. Objects

7. Membershjp

8. Restrictive Conditions

9. Members Obligations

10. Improvements

11. Further Obligations of Members

12. Restrictions

13. levies

14. Breach

15. Trustees

16. Functions

17. Proceedings of Trustees

18. Managing Agent

19. General Meetings of the Association

20. Notice of Meetings

21. Proxies

22. Quorum

23. Agenda at Meetings

24. Procedure at Meetings

25. Voting

26. Minutes of Meetings of the Association

27. Financial Year End

28. Accounts

29. Deposit and Investment of Funds

30. Audit

31. Indemnity

32. Defamation Privilege

33. Own Risk

34. Transfer of land

35. Arbitration

36. Domicilium

37. Amendment

1. DEFINITIONS

In this constitution and unless inconsistent with the context the following words and expressions shall have the meanings hereby assigned to them:

1 .1 ALIENATE alienate any ERF or part thereof and includes by way of sale, exchange, donation, deed, intestate succession, will, cession, assignment, court order, insolvency or liquidation, irrespective of whether such alienation is subject to a suspensive or resolutive conditions and "ALIENATION" shall have corresponding.

1.2 ARCHITECTS Axion Architects: 03 BERGSIG PARK, OOSTERSEE

STREET, BELLVILLE.

1.3 ASSOCIATION the Van Riebeeckshof Masters Home Owners

Association which is bound by the provisions

of this CONSTITUTION.

1.4 AUDITORS the auditors of the ASSOCIATION.

1.5 CHAIRMAN the Chairman of the TRUSTEES.

1.6 CONSTITUTION this document with the annexures hereto.

1.7 CONTRACTOR an accredited building contractor in terms of this CONSTITUTION read with the GUIDE employed by an OWNER of an ERF for the construction of IMPROVEMENTS.

1.8 DEVELOPER Van Riebeeckshof Plase (Pty) Ltd

1.9 DEVELOPER TRUSTEE a trustee appointed by the DEVELOPER.

1.10 DEVELOPMENT certain immovable property being Remainder Erf 11618 and 11624 Bellville, which has been subdivided into a township to be know as "VAN RIEBEECKS HOF" in accordance with approval obtained from the LOCAL AUTHORITY and includes all/any extension/s of the "township approved by the LOCAL AUTHORITY upon application by the DEVELOPER.

1.11 ERF every ERF in the DEVELOPMENT which in terms of the

subdivision of the DEVELOPMENT enjoy single residential

use rights.

1.12 ERVEN every erf in the DEVELOPMENT collectively together with every GR ERF collectively and includes immovable property transferred in accordance with the provisions hereto to the ASSOCIATION.

1.13 GR ERF every portion of the DEVELOPMENT which enjoys general residential use rights.

1.14 GUIDE the architectural guidelines prepared for and applicable to the DEVELOPMENT, a copy whereof is annexed hereto and includes all/any amendments made thereto from time to time.

1.15 IMPROVEMENTS any structure of whatever nature constructed or erected on and ERF or GR ERF.

1.16 LEVY the levy referred to in clause 14 hereof.

1.17 LOCAL AUTHORITY the local authority having jurisdiction over the

DEVELOPMENT which, at date of approval of the

DEVELOPMENT, was the City of Tygerberg.

1.18 LUPO the Land Use Planning Ordinance No. 15/1985 (as amended) and includes any substituted legislation.

1.19 MANAGING AGENT any person or body appointed by the ASSOCIATION as an independent contractor to undertake any of the functions of the ASSOCIATION.

1.20 MEMBER every registered OWNER of an ERF as well as every registered OWNER of a UNIT in any sectional title scheme on a GR ERF and, in the event of the subdivision of a GR ERFr including every registered OWNER of every ERF comprising such subdivided GR ERF. If a MEMBER consists of more than one person such persons shall be jointly and severally liable in solidum for all obligations in terms of this CONSTITUTION.

1.21 MEMBER TRUSTEE a trustee appointed by the MEMBERS

1.22 OWNER the registered OWNER of and ERF and/or GR ERF and/or UNIT.

1.23 RESOLUTION a resolution passed at an annual general meeting or any other general meeting of the ASSOCIATION by an ordinary majority of the total votes represented at such meeting by members present in person or by proxy.

1.24 TRUSTEES the DEVELOPERS TRUSTEES and the MEMBER

TRUSTEES of the ASSOCIATION, collectively from time to

time and includes alternate and co-opted TRUSTEES.

1.25 UNIT a section (as defined in the Sectional Titles Act No. 95/1986) in any sectional title scheme in the DEVELOPMENT together with such section's undivided share in the common property of such sectional title scheme.

2. INTERPRETATION

2.1 The clause headings are for convenience and shall be disregarded in construing this CONSTITUTION.

2.2 Unless the context clearly indicates a contrary intention

2.2.1 the singular shall include the plural and vice versa and 2.2.2 a reference to anyone gender shall include the other genders; and 2.2.3 a reference to natural persons includes legal persons and vice versa.

2.3 Words and expressions defined in any sub-clause shall, for the purpose of the clause to which that sub-clause forms part and in subsequent clauses, unless inconsistent with the context, bear the meaning assigned to such words and expressions in such sub-clause.

2.4 When any number of days is prescribed in this CONSTITUTION, the same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or proclaimed public holiday in the Republic of South Africa, in which event the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.

2.5 Where figures are referred to in words and in numerals, if there is any conflict between the two, the words shall prevail.

2.6 If any provisions of this CONSTITUTION is in conflict or inconsistent with any Law, the invalidity of any such provision shall not affect the validity of the remainder of the provisions of this CONSTITUTION.

2.7 If any provisions in a definition in this CONSTITUTION is a substantive provision conferring rights or imposing obligations on any of the MEMBERS then, notwithstanding that it is only in the definition clause of this CONSTITUTION, effect shall be given to it as if it were a substantive provision in the body of this CONSTITUTION.

2.8 The annexures to this CONSTITUTION are deemed to be incorporated in and form part of this CONSTITUTION.

3. RECORDAL

3.1 The LOCAL AUTHqRITY when approving the application for subdivision to allow for the DEVELOPMENT imposed a condition in terms of section 29(1) of LUPO whereby the OWNER of each subdivided portion of the immovable property comprising the DEVELOPMENT and all successors in title shall be members of a homeowners association in respect of the DEVELOPMENT.

3.2 The DEVELOPER is desirous of regulating and controlling harmonious development of the DEVELOPMENT.

4. COMMENCEMENT DATE

The ASSOCIATION, as contemplated in terms of section 29 of LUPO, will come into existence simultaneously with the first registration of transfer of an ERF from the DEVELOPER to an OWNER.

5. STATUS

5.1 The ASSOCIATION shall

5.1.1 have legal personality and be capable of suing and being sued in its own name; and

5.1.2 not operate for profit but for the benefit of the MEMBERS.

5.2 No MEMBER in his personal capacity shall have any right, title or interest to or in the funds or assets of the ASSOCIATION which shall vest in and be controlled by the TRUSTEES.

6. OBJECTS

The ASSOCIATION shall have as its object:

6.1 the matters referred to in section 29(2)(b) and (c) of LUPO and without detracting from the generality thereof to ensure compliance with the conditions for subdivision imposed by the LOCAL AUTHORITY when approving the DEVELOPMENT and, more specifically.

6.1.1 to oversee, maintain and control the DEVELOPMENT;

6.1.2 ensure the general high standard of the DEVELOPMENT;

6.1.3 generally to promote, advance and protect the DEVELOPMENT and the interests of the ASSOCIATION.

6.2 the regulation and control of harmonious development of the DEVELOPMENT.

6.3 to promote a high standard of IMPROVEMENTS on the DEVELOPMENT.

6.4 to administer and enforce the GUIDE.

6.5 to control the transfer of ERVEN and UNITS in the DEVELOPMENT and the conditions imposed by the LOCAL AUTHORITY and conditions imposed by the DEVELOPER in the Agreement of Sale between the DEVELOPER and the first OWNER of an ERF.

and the ASSOCIATION shall have the power to do all such acts as are necessary to accomplish the fulfilment of the aforementioned objects including, but not restricted, to powers specifically contained in this CONSTITUTION.

7. MEMBERSHIP

7.1 The ASSOCIATION shall have as its MEMBERS

7.1.1 the DEVELOPER for as long as the DEVELOPER remains an owner of any portion of the DEVELOPMENT and, without detracting from the generality of the aforementioned, specifically including an ERF or UNIT.

7.1.2 every OWNER upon registration of transfer of an ERF and/or a UNIT into his name provided that where an OWNER comprises more than one person, such persons shall be deemed jointly to be one MEMBER of the ASSOCIATION and shall be responsible jointly and severally for the obligations of such membership.

7.2 An OWNER of an ERF and/or a UNIT shall be a member of the ASSOCIATION until he cease to be the registered owner of such ERF and/or UNIT.

7.3 When a MEMBER ceases to be the registered owner of an ERF and/or a UNIT he shall ipso facto cease to be a MEMBER of the ASSOCIATION.

8. RESTRICTIVE CONDITIONS

It is recorded that the following conditions was recorded by the Provincial Administration Western Cape in approving the proposed township development and each and every erf, GR erf and/or unit will be subject to the following conditions:

8.1 The residential erven along the northern boundary may not be subdivided for any reason whatsoever;

8.2 In respect of all the residential erven along the northern boundary with the nature reserve, a site development plan must also be approved in terms of the Constitution.

8.3 The residential erven along the northern boundary may have no way of access into the nature reserve whatsoever.

8.4 Conditions that should be incorporated into the title deeds of each property or, if not allowed for registration by the Registrar of Deeds, to be included in the Constitution of the Masters Home Owners Association, are the following:

8.4.1 That a site development plan and contour plan be submitted for every erf stipulated in annexure A for the approval of the area planner, East, City of Tygerberg, prior to submitting and approving a building plan. The site development plan should clearly indicate how the design parameters have been incorporated into the design of the building and the structures in relation to the ridge line.

8.4.2 That with building plan submission a registered land surveyor certifies the position of the building footprint and the height of the building platform.

9. MEMBERS OBLIGATIONS

9.1 Every MEMBER is obligated to comply with

9.1.1 the provisions of this CONSTITUTION and all rules or regulations passed by the ASSOCIATION or the TRUSTEES;

9.1.2 the provisions of the GUIDE annexed hereto;

9.1.3 any agreement concluded by the ASSOCIATION and/or the TRUSTEES in enforcing the provisions of this CONSTITUTION.

9.1.4 any directive given by the ASSOCIATION and/or the TRUSTEES in enforcing the provisions of this CONSTITUTION.

9.2 The rights and obligations of a MEMBER are not transferable and every MEMBER shall

9.2.1 to the best of his ability, further the objects and interest of the ASSOCIATION;

9.2.2 observe all directives made or given by the ASSOCIATION and/or the TRUSTEES.

9.3 The MEMBERS shall be jointly liable for expenditure incurred in connection with the ASSOCIATION as more fully later referred to herein.

9.4 A MEMBER shall not be entitled to ALIENATE or transfer a ERF or GR ERF or UNIT without the written consent of the DEVELOPER for as long as the DEVELOPER is a MEMBER and, thereafter, by the TRUSTEES which consent shall not be unreasonably withheld provided there has been compliance with the provisions of this CONSTITUTION.

9.5 A MEMBER shall not consolidate a ERF with one or more erven without the written consent of the DEVELOPER for as long as the developer is a MEMBER and, thereafter, of the TRUSTEES.

9.6 A MEMBER shall not ALIENATE an ERF or GR ERF or UNIT unless

9.6.1 the proposed transferee has irrevocably bound himself to become a member of the ASSOCIATION and to observe the CONSTITUTION for the duration of his ownership of the ERF and/or UNIT;

9.6.2 the ASSOCIATION has issued a clearance that all amounts owing to the ASSOCIATION by such MEMBER have been paJd and that the MEMBER is not in breach of any of the provisJons of this CONSTITUTION;

9.6.3 the proposed transferee acknowledges that upon the registration of transfer of the ERF and/or UNIT into his name, he shall ipso facto become a MEMBER of the ASSOCIATION.

9.7 No MEMBER shall let or otherwise part with the occupation of his ERF or UNIT whether temporarily or otherwise unless the proposed occupier has agreed to be bound by this CONSTITUTION. The MEMBER shall, nonetheless, remain bound by this CONSTITUTION and is required to ensure compliance therewith by such occupier.

9.8 A MEMBER may not resign from the ASSOCIATION.

10. IMPROVEMENTS

10.1 The GUIDE constitutes an integral part of this CONSTITUTION and for as long as

the DEVELOPER is a MEMBER the GUIDE may be amended, substituted, added to or repealed only at the instance of the DEVELOPER and, thereafter, by the TRUSTEES.

10.2 All IMPROVEMENTS shall be of approved design and of sound construction and shall comply with the provisions of the GUIDE.

10.3 No construction or erection of IMPROVEMENTS on an ERF may commence prior to the approval of plans for such IMPROVEMENTS.

In this regard the provisions of Clause 9 of the guide is applicable.

10.4 Approval of building plans will not be granted by the LOCAL AUTHORITY without the prior written approval of the Architects which approval shall be evidenced by the stamp of the panel of architects.

11. FURTHER OBLIGATIONS OF MEMBERS

Each MEMBER shall

11.1 maintain his ERF and/or UNIT in accordance with the GUIDE and the body corporate rules respectively;

11.2 maintain in a neat and tidy condition and in a state of good repair all

IMPROVEMENTS on his ERF;

11.3 establish and maintain a garden according to a standard acceptable to the TRUSTEES, as well as maintaining the road verge bordering his ERF;

11.4 be responsible for the maintenance of external and boundary walling inclusive of regular painting thereof;

11.5 not do or suffer to be done on any ERF or in any UNIT anything which, in the opinion of the TRUSTEES, is noisome, unsightly, injurious, objectionable or detrimental or a public or private nuisance or a source of damage or disturbance to any MEMBER, tenant or occupier of any ERF or UNIT in the DEVELOPMENT;

11.6 not, during construction/erection of IMPROVEMENTS, permit the erection of more than one (1) advertising board on an ERF and such permitted board shall not have a surface area exceeding one (1) square metre and shall be removed immediately upon conclusion of the building contract for the IMPROVEMENTS;

11.7 not erect or permit the erection of any advertising boards on any ERF or near any UNIT without the written approval of the DEVELOPER for as long as the DEVELOPER is a MEMBER and, thereafter,. of the TRUSTEES;

11.8 Adequately insure the IMPROVEMENTS on his ERF and/or his UNIT and, if requested by the TRUSTEES, furnish proof of such insurance to them and, in the event of total/partial destruction, he shall, within a reasonable time period, make good such damage or reconstruction in accordance with the original approved plans or, in the event of total destruction in accordance with the GUIDE.

11.9 where the erection of structures to house animals or birds or the construction/erection of garden/tool shed/s is permitted, such structures shall be screened from public view and the animals or birds so housed shall not constitute a disturbance or nuisance to MEMBERS or their tenants or occupiers and the TRUSTEES shall, in their absolute discretion, be entitled to required the permanent removal from the DEVELOPMENT of any animals or birds which, in the opinion of the TRUSTEES, constitutes a disturbance or nuisance;

11.10 comply with all security procedures imPlemented from time to time;

11.11 generally ensure that gardening and landscaping of his ERF is undertaken so as to be compatible with the gardening and landscaping of adjoining ERVEN;

11.12 ensure that his dog is kept on a leash in all open areas within the DEVELOPMENT and is controlled to ensure that other dogs are not interfered with;

11.13 ensure that he and his invitees do not damage or destroy trees, vegetation and landscaping on open areas of the DEVELOPMENT and that planting on his ERF does not interfere with pedestrian traffic or obscure the vision of motorists;

11.14 any MEMBER who is a owner of erven 1 – 21 shall ensure that no access to the Nature Reserve is permitted from his ERF.

12. RESTRICTIONS

12.1 No MEMBER shall apply for the rezoning of his ERF or UNIT with a view to procuring a variation or amendment or substitution of use other that the permitted use applicable upon establishment of the DEVELOPMENT.

12.2 No MEMBER shall conduct any business on an ERF or use such ERF for purposes other than residential purposes unless the TRUSTEES have, in writing, approved the use to which the ERF is to be put; and the LOCAL AUTHORITY has, to the extent that it may be necessary, granted approval authorising such use in terms of applicable laws and regulations and there has been compliance with the following:

12.2.1 Any MEMBER wishing to conduct a business on his ERF or who wishes to use his ERF for purposes other than residential, shall apply in writing to the TRUSTEES for permission to do so. The TRUSTEES shall be entitled in their absolute discretion to refuse such application or to approve the application unconditionally or to approve the application subject to such conditions as the TRUSTEES deem necessary.

12.2.2 An application in terms of the aforementioned shall contain a full description of the proposed business or usage, including but not limited to:

12.2.2.1 the type of business;

12.2.2.2 the number of full time and/or part time staff;

12.2.2.3 the times and duration of the business operation, including number of days per week;

12.2.2.4 the projected growth of the business operation;

12.2.2.5 whether any alteration to the existing IMPROVEMENTS is proposed; 12.2.2.6 in which portion of the IMPROVEMENTS the business activity is to be located;

12.2.2.7 the number and type of vehicle which will be regularly involved in the business operation;

12.2.2.8 the estimated number of visitors per week resulting from the business operation;

12.2.2.9 the estimated number of deliveries necessitated by the business operation;

12.2.2.10 what provision is to be made for parking;

12.2.2.11 the likely impact of the business operation on neighbouring properties and the neighbourhood in general;

12.2.3 The TRUSTEES shall not approve any such application unless they are satisfied that the application complete with the following:

12.2.3.1 the business operation will not detrimentally alter the character of the neighbourhood or affect the privacy and rights of neighbours;

12.2.3.2 the number of employees involved in the running of the business operation will not exceed two (2);

12.2.3.3 the MEMBER will reside permanently on the ERF in respect whereof the application is made;

12.2.3.4 MEMBERS who are affected by the application are in agreement therewith;

12.2.3.5 adequate provision has been made for parking within the ERF and the landscaping of the ERF will be suitable for the type of business contemplated and that no parking of vehicles off the ERF within the DEVELOPMENT will result from the business operation;

12.2.3.6 the granting of the application will not have any significant effect on the density of traffic in the DEVELOPMENT;

12.2.3.7 non-residents will not be afforded uncontrolled access into the DEVELOPMENT;

12.2.3.8 no signage will be erected;

12.2.3.9 the hours of the business operation will be confirmed between 08hOO and 18hOO on weekdays and no business will be conducted on Saturdays, Sundays and proclaimed public holidays.

12.2.4 Should any MEMBER to whom permission has been granted for the conduct of a business change any aspect of such business than such MEMBER shall submit a fresh application in accordance with the provisions hereof to continue such business.

12.2.5 No MEMBER to whom approval has been granted shall be entitled to erect any sign or agvertisement on his ERF or on any of the common areas in the DEVELOPMENT in connection with such business save with the approval of the ASSOCIATION.

12.3 No MEMBER shall permit the number of occupants of his ERF to exceed two (2) persons per bedroom. The word "occupants" shall include but shall not be limited to any person who resides or stays on such ERF on a regular or occasional basis irrespective of whether such person is related to or is financially dependant upon the OWNER or whether such person pays rental or give any other form of considerations in respect of such ERF or any portion thereof.

13. LEVIES

13.1 The TRUSTEES shall

13.1.1 establish and maintain a levy fund for the purposes of meeting all expenses of the ASSOCIATION for the control, management and administration of the DEVELOPMENT and for charges for the supply of any services required by the ASSOCIATION and/or for payment of all expenses necessary or reasonable incurred in connection with the management of the ASSOCIATION;

13.1.2 estimate the amount which will be required by the ASSOCIATION to meet its expenses during each year together with such estimated deficiency 1 if any, as shall result from the preceding year and may include in such estimate an amount to beheld in reserve to meet anticipated future expenditure not of an annual nature;

13.1.3 require MEMBERS whenever necessary to make contributions to such fund to the purposes of satisfying the expenses referred to in clauses 13.1.1 and 13.1.2, equal as nearly as is reasonably practical to such estimated amount.

13.2 The TRUSTEES may, from time to time, make special levies upon MEMBERS effective from the date of passing of the applicabte RESOLUTION in respect of such expenses referred to in clause 13.1 (which are not included in any estimate made in terms of clause 13.1.2) and such levies may be imposed and shall be payable in one sum or by such instalments and at such time or times as the TRUSTEES shall deem fit.

13.3 Any amount due by a MEMBER by way of a levy be a debt due by him to the ASSOCIATION payable within such time as determined by the TRUSTEES. The obligation of a MEMBER to pay a levy shall cease upon his ceasing to be a MEMBER save that he shall remain liable for all levies calculated to the date upon which he ceases to be a MEMBER. No levies paid by a MEMBERS shall be- repayable by the ASSOCIATION upon his ceasing to be a MEMBER. A MEMBER successor in title to an ERF or UNIT shall be

liable as from the date upon which he becomes a MEMBER pursuant to the transfer of such ERF or UNIT to pay the levies attributable to that ERF or UNIT until the TRUSTEES have certified that the MEMBER has, at the date of transfer, paid all amounts owing by him to the ASSOCIATION.

13.4 In calculating levies, the TRUSTEES shall take into account income, if any, earned by the ASSOCIATION and the allocation of voting rights to MEMBERS as recorded herein.

13.5 The decision of the TRUSTEES in calculating the levies shall be final and binding on all MEMBERS.

13.6 The levy payable by a MEMBER shall bear the same proportion to the total levy imposed on MEMBERS as that MEMBER'S voting right bears to the aggregate of voting rights of all MEMBERS.

13.7 No MEMBER shall be entitled to any of the privileges of membership unless and until he shall have paid every levy and other sum (if any) which shall be due and payable to the ASSOCIATION in respect of his membership thereof. Fu rthermore no Trustees shall be allowed to have voting rights at any meeting of Trustees if such Trustees is in breach of any of the stipulations contained in this Constitution or, if such Trustee shall have not paid every levy due and payable to the Association in respect of his membership thereof.

13.8 All levies are due and payable by MEMBERS on the first day of the month immediately following the month in which such liability arose and, thereafter, on the first day of each and every following month.

13.9 MEMBERS shall be liable for payment of interest on outstanding amounts at a rate determined by the TRUSTEES from time to time but not exceeding the maximum annual rate permitted by law. Interest calculated at the determined rate is recoverable from the date on which the amount is due and payable to the date of payment provided that any portion of a month will be regarded as a full calendar month for the purposes of this calculation.

14. BREACH

14.1 The TRUSTEES may on behalf of and in the name of the ASSOCIATION institute legal proceedings in accordance with the provrs10ns of thrs clause 14.

14.2 If any MEMBER fans in the observance of any of the provisions of this CONSTITUTION with regard o IMPROVEMENTS and/or the provisions of the GUIDE and/or fails to comply with any rules or regulations made in terms thereof, the TRUSTEES may on behalf of land in the name of the ASSOCIATION serve notice on such MEMBER calling notice and, failing timeous compliance:

14.2.1 enter upon the ERF or UNIT (as the case may be) to take such action as may be reasonably required to remedy the breach and the MEMBER concerned shall be liable to the ASSOCIATION for all costs so incurred, which costs shall be due and payable upon demand;

and/or

14.2.2 call upon such MEMBER in writing to remove or later within a specified period any portion of the IMPROVEMENTS or any addition erected contrary to the provisions of this CONSTITUTION read with the GUIDE and, failing which, the matter shall be referred to a special meeting of the ASSOCIATION convened to afford MEMBERS the opportunity to give directions to the TRUSTEES. The RESOLUTION of the ASSOCIATION at such meeting shall be binding upon such defaulting MEMBER and shall be implemented by the TRUSTEES;

and/or

14.2.3 institute proceedings in any court of competent jurisdiction for such relief as the TRUSTEES may consider necessary and such MEMBER shall be liable for and shall pay all cost as of such proceedings on the scale as between attorney and own client and all other expenses and charges incurred in obtaining relief.

14.3 If any MEMBER fails to make payment on due date of levies or other amounts payable by such MEMBER, the TRUSTEES may give notice to such MEMBER requiring him to remedy such breach within such period as the TRUSTEES may determine and should he fail to timeously remedy this breach, the TRUSTEES may on behalf of he ASSOCIATION, institute legal proceedings against such MEMBER without further notice and such MEMBER will be liable for and shall pay all legal costs on the scale as between attorney and own client together with collection commission and any other expenses and charges incurred by the ASSOCIATION in obtaining recovery.

14.4 Nothing in the aforementioned shall derogate from or in any way diminish the right of the ASSOCIATION to institute proceedings in any court of competent jurisdiction for recovery of any money due by any MEMBER arising form any cause of action whatsoever or for any other relief.

14.5 In the event of any breach of this CONSTITUTION by the members of any MEMBER'S househoid or his invitees or lessees, such breach shall be deemed to have been committed by the MEMBER himself but, without prejudice to the aforementioned, the TRUSTEES shall be entitled to taken such steps against the person actually committing the breach as they may in their discretion deem fit, with or without proceedings against the MEMBER

15. TRUSTEES

15.1 The TRUSTEES of the ASSOCIATION shall comprise one (1) DEVELOPER TRUSTEE until the first annual general meeting of the ASSOCIATION whereupon the number of TRUSTEES shall be five (5) comprising one (1) DEVELOPER TRUSTEES and four (4) MEMBER TRUSTEES for as long as the DEVELOPER is a MEMBER and upon the DEVELOPER ceasing to be a MEMBER the five (5) TRUSTEES shall be MEMBER TRUSTEES save that the ASSOCIATION shall in general meeting held after the DEVELOPER has ceased to be a MEMBER be entitled to increase or decrease the number of TRUSTEES.

15.2 A TRUSTEE shall be an individual but need not himself be a MEMBER provided that the majority of MEMBER TRUSTEES shall be MEMBERS.

15.3 A TRUSTEE shall, by accepting his appointment as such, be deemed to have agreed to be bound by the provisions of this CONSTITUTION.

15.4 The DEVELOPER shall appoint the first DEVELOPER TRUSTEES upon formation of the ASSOCIATION.

15.5 Subject to the provisions of clause 15.6, each MEMBER TRUSTEE shall continue to hold office until the annual general meeting of the ASSOCIATION following his appointment, at which meeting each MEMBER TRUSTEE shall be deemed to have retired from office as such but will be eligible for re-election at such meeting. The DEVELOPER shall, by written notice to the TRUSTEES, be entitle to remove any DEVELOPER TRUSTEE appointed by the DEVELOPER and upon such removal or upon any DEVELOPER TRUSTEE ceasing to hold office for any other reason, by written notice, appoint in their stead another person or persons.

15.6 A TRUSTEE shall be deemed to have vacated his office as such upon:

15.6.1 his estate being sequestrated, whether provisionally or finally or upon his surrendering his estate;

15.6.2 him making any arrangement or composition with his creditors;

15.6.3 his conviction for any offence involving dishonesty;

15.6.4 him becoming of unsound mind or being found lunatic;

15.6.5 him resigning from such office in writing;

15.6.6 his death;

15.6.7 him being removed from office by a resolution of TRUSTEES;

15.6.8 his being disentitled to exercise a vote in terms of this CONSTITUTION provided he is a MEMBER TRUSTEE.

15.7 Notwithstanding the fact that a TRUSTEE shall be deemed to have vacated his office as provided in clause 15.6, anything done by such TRUSTEE in the capacity of a TRUSTEE in good faith shall be valid until the fact that he is no longer a TRUSTEE has been recorded in the Minute Book of the TRUSTEES. Should the office of a TRUSTEE fall vacant prior to the next annual general meeting of the ASSOCIATION, the vacancy is in respect of a DEVELOPER TRUSTEE and by the remaining MEMBER TRUSTEES if the vacancy is in respect of a MEMBER TRUSTEE and the person so appointed shall hold office until the next annua1 general meeting.

15.8 The first CHAIRMAN shall be appointed by the DEVELOPER and shall hold office until the first annual general meeting provided that such office shall ipso facto be vacated by the TRUSTEE who was appointed CHAIRMAN upon his ceasing to be a TRUSTEE for any reason.

15.9 Within seven (7) days of the holding of each annual general. meeting of the ASSOCIATION the TRUSTEES shall meet and shall elect from their own number the CHAIRMAN who shall hold office until the annual general meeting shall next after his appointment, provided that the office of CHAIRMAN shall ipso facto be vacated by the TRUSTEE holding such office upon his ceasing to be a TRUSTEE for any reason. In the event of any vacancy occurring in the aforesaid office the TRUSTEES shall meet as soon as reasonably possible to appoint one of their number as a replacement in such office.

15.10 Save as otherwise provided in this CONSTITUTION, the CHAIRMAN shall preside at all meetings of the TRUSTEES and all general meetings of the ASSOCIATION and shall perform all duties incidental to the office of CHAIRMAN and such other duties as may be prescribed by the TRUSTEES or by MEMBERS and shall allow or refuse to permit guests to speak at any such meetings, provided that any such guest shall not be entitled to vote at any meetings and provided further that a MEMBERS's spouse shall be entitled to speak at any meeting.

15.11 If the CHAIRMAN vacates the chair during the course of a meeting or is not present or is, for any other reason, unable to preside at any meeting, the TRUSTEES present at such meeting shall choose another CHAIRMAN for such meeting.

15.12 If any CHAIRMAN vacates his office as CHAIRMAN or no longer continues in office for any reason, the TRUSTEES shall elect another CHAIRMAN who shall hold office as such for the remainder of the period of office of the first mentioned CHAIRMAN.

15.13 A TRUSTEE shall be disqualified from voting in respect of any contract or proposed contract or any litigation or proposed litigation or any dispute, with the ASSOCIATION, by virtue of any interest he may have therein.

15.14 No contract concluded on behalf of the TRUSTEES shall be valid and binding unless it is signed by the CHAIRMAN and one TRUSTEE, the latter specifically appointed as authorised signatory in terms of the RESOLUTION of TRUSTEES whereby the TRUSTEES bind the ASSOCIATION.

15.15 TRUSTEES shall be entitled to be repaid all reasonable and bona fide expenses incurred by them in or about the performance of their duties as TRUSTEES and/or CHAIRMAN, as the case may be, but save as aforesaid, shall not be entitled to any other remuneration, fees or salary in respect of the performance of such duties.

15.16 TRUSTEES may not make loans on behalf of the ASSOCIATION to MEMBERS or to themselves.

16. FUNCTIONS, POWERS AND DUTIES OF TRUSTEES

16.1 Subject to the express provision of this CONSTITUTION, the TRUSTEES shall manage and control the business and affairs of the ASSOCIATION, shall have full powers in the management and direction of such business and affairs, including the right of appointment and dismissal of any MANAGING AGENT, may exercise all such powers of the ASSOCIATION and do all such acts on behalf of the ASSOCIATION as may be exercised and done by the ASSOCIATION and as are not by this CONSTITUTION required to be exercised or done by he ASSOCIATION in general meeting subject however to such regulations as may have been made by the ASSOCIATION in general meeting provided that no regulation made by the ASSOCIATION in general meeting shall invalidate any prior act of the TRUSTEES which would have been valid if such regulation had not been made.

16.2 Save as specifically provided in this CONSTITUTION, the TRUSTEES shall at all times have the right to engage on behalf of the ASSOCIATION the services of accountants, advocates, attorneys, auditors, architects, engineers, land surveyors, managing agents, town plans or any other professional firm or person or other employees whatsoever for any reason deemed necessary by the TRUSTEES on such terms as the TRUSTEES shall decide.

16.3 The TRUSTEES shall have the right to vary, cancel or modify any of their decisions and resolutions rom time to time.

16.4 The TRUSTEES shall have the right to co-opt any person or persons chosen by them. A co-opted TRUSTEE shall enjoy all the rights and be subject to all the obligations of the TRUSTEES provided that such co-opted TRUSTEE shall only serve until the next annual general meeting.

16.5 The TRUSTEES may, should they so decide, investigate any suspected or alleged breach by any MEMBER or TRUSTEE of this CONSTITUTION in such reasonable manner as they shall decide from time to time.

16.6 The TRUSTEES may make regulations and rules not inconsistent with this CONSTITUTION or any regulations or rules prescribed by the ASSOCIATION in general meeting.

16.6.1 as to the resolution of disputes generally;

16.6.2 for the furtherance and promotion of any of the objects of the ASSOCIATION;

16.6.3 for the better management of the affairs of the ASSOCIATION;

16.6.4 for the advancement of the interest of MEMBERS;

16.6.5 for the conduct of TRUSTEES at meetings of TRUSTEES and meetings of the ASSOCIATION;

16.6.6 to levy and collect contributions from MEMBERS in accordance with clause 13;

16.6.7 to levy recover from MEMBERS moneys which are necessary to defray the necessary expenses of the LOCAL AUTHORITY in the event of the LOCAL AUTHORITY imposing any levies and imposts against the ASSOCIATION;

16.6.8 to assist it in administering and governing its activities generally.

16.7 Without in any way limiting the powers granted, the duties and powers of the TRUSTEES shall further specifically include:

16.7.1 the determination of what constitutes appropriate standards for residential living, maintenance, repairs, additions to and IMPROVEMENTS of all ERVEN and UNITS in the DEVELOPMENT in strict accordance with the provisions of the GUIDE which shall be additional to the powers of the DEVELOPER for as long as the DEVELOPER is a MEMBER. The TRUSTEES shall be entitled to require any MEMBER, who shall be obliged, to repaint or renovate his IMPROVEMENTS if in the reasonable opinion of the TRUSTEES such IMPROVEMENTS require essential repairs or have become dilapidated;

16.7.2 entering into of agreements with third parties on behalf of the ASSOCIATION for any purpose of the ASSOCIATION;

16.7.3 the employment on behalf of the ASSOCIATION of agents, servants and any other party and the payment of such persons;

16.7.4 the taking of steps in all matters of common interest in respect of the ASSOCIATION and, without detracting from the generality thereof, such as common sewage, electricity supply, landscaping, maintenance of private roads, refuse facilities, removal of refuse and suchlike, where applicable;

16.7.5 the institution of defence of actions in the name of the ASSOCIATION and to appoint legal representatives for such purpose.

17. PROCEEDINGS OF TRUSTEES

17.1 The TRUSTEES may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they deem fit, subject to the provisions of this CONSTITUTION.

17.2 Meetings of the TRUSTEES shall be held at least once every six (6) months.

17.3 The CHAIRMAN always has the right to convene meetings of TRUSTEES.

17.4 A TRUSTEE may, provided he has the support in writing of two (2) other TRUSTEES, at any time convene a meeting of TRUSTEES by giving to the other TRUSTEES not less than fourteen (14) days written notice of a meeting proposed by him, which notice shall specify the reason for calling such a meeting; provided that in cases of urgency, such shorter notice as is reasonable in the circumstances may be given.

7.5 A RESOLUTION in writing signed by all the TRUSTEES shall be valid and effectual as if it had been passed at a meeting of TRUSTEES duly called and constituted.

7.6 The quorum necessary for the holding of any meeting of TRUSTEES shall be three (3) TRUSTEES present personally provided that, for as long as the DEVELOPER is a MEMBER, no less than one (1) TRUSTEE present is a DEVELOPER TRUSTEE. If no quorum is present within fifteen (15) minutes after the time for commencement of the meeting then it shall stand adjourned for the same time and place on the following day which is not a Saturday, Sunday or Public holiday and, if at such adjourned meeting, a quorum is not present within thirty (30) minutes after the time appointed for the meeting, the TRUSTEES then present shall be a quorum.

7.7 Any RESOLUTION of the TRUSTEES shall be carried by a simple majority of all votes cast. In the case of an equality of votes for and against a RESOLUTION, the CHAIRMAN shall have a second or casting vote.

7.8 A RESOLUTION signed by all the TRUSTEES shall be valid in all respects as if it had been duly passed at a meeting of TRUSTEES duly convened.

7.9 The CHAIRMAN shall preside as such at all meetings of TRUSTEES provided that, should at any meeting of TRUSTEES the CHAIRMAN not be present within fifteen (15) minutes after the time appointed for the holding thereof, those present of the TRUSTEES shall vote

to appoint a CHAIRMAN for the meeting who shall thereupon exercise all the powers and duties of the CHAIRMAN in relation to such meeting.

17.10 A TRUSTEE may be represented at a meeting of TRUSTEES by a proxy provided such proxy is a TRUSTEE.

17.11 The instrument appointing a proxy shall be in writing and signed by the TRUSTEE concerned but need not be in any particular form. The proxy shall be deposited with the CHAIRMAN at any time before the time appointed for the commencement of a meeting and shall be valid only for such meeting or any adjournment thereof.

17.12 The TRUSTEES shall

17.12.1 ensure that minutes are taken of every meeting of TRUSTEES, although not necessarily verbatim, which minutes hall be reduced to writing without undue delay after the meeting has closed and shall then be certified correct by the CHAIRMAN of the meeting; 17.12.2 cause such minutes to be kept of all meeting of the TRUSTEES in a minute book of meetings of TRUSTEES kept for the purpose;

17.12.3 keep all books of meetings of TRUSTEES in perpetuity; 17.12.4 on the written application of any MEMBER, make all minutes of their proceedings available for inspection by such MEMBER.

17.13 All RESOLUTIONS recorded in the minutes of any meetings of TRUSTEES shall be valid and of full force and effect as therein recorded with effect from the passing of such RESOLUTIONS and until varied or rescinded, but no RESOLUTION or purported RESOLUTION of TRUSTEES shall be of any force or effect or shall be binding upon the MEMBERS or any of the TRUSTEES unless such RESOLUTIONS is competent within the powers of the TRUSTEES.

17.14 Save as otherwise provided in this CONSTITUTION, the proceedings at any meeting of TRUSTEES shall be conducted in such reasonable manner and from as the CHAIRMAN of the meeting shall decide.

18. MANAGING AGENT

18.1 The TRUSTEES shall, in addition to the powers contained herein, have the power from time to time, if deemed necessary, to appoint in terms of a written contract, a MANAGING AGENT to control, manage and administer the DEVELOPMENT and to exercise such power and duties as may be entrusted to the MANAGING AGENT, including the power to collect levies, provided that a MANAGING AGENT shall be appointed for a year at a time, and unless the TRUSTEES notify the MANAGING AGENT to the contrary, such appointment will be automatically renewed from year to year.

18.2 The TRUSTEES shall ensure that there is included in the contract of appointment of a MANAGING AGENT a provision to the effect that if the MANAGING AGENT is in breach of any of the provisions of his contract or if he is guilty of conduct which at common law would justify the termination of a contract between master and servant, the TRUSTEE may I without notice, cancel such contract of employment and the MANAGING AGENT shall have no claim whatsoever against the TRUSTEES and/or the ASSOCIATION, whichever first occurs.

19. GENERAL MEETINGS OF THE ASSOCIATION

19.1 The ASSOCIATION shall, within twelve (12) months of the date of commencement of the ASSOC1ATION hold a general meeting as its first annual general meeting. Thereafter, within three (3) months of the financial year end of the ASSOCIATION it shall hold second and subsequent annual general meetings.

19.2 Such annual general meetings shall be held at such time and place, subject tot he aforementioned provisions, as the TRUSTEES shall decide from time to time.

19.3 the TRUSTEES may, whenever they deem fit, convene a general meeti ng and a general meeting shall also be convened on a requisition made by not less than 25% (twenty five per centum) of MEMBERS or should the TRUSTEES fail to do so such meeting may be convened by the requistionists themselves provided that notice thereof be given in terms of clause 2.1.

20. NOTICE OF MEETINGS

20.1 An annual general meeting shall be called by not less than twenty one (21) days notice and a general meeting by not less that fourteen (14) days notice, as provided in clause 20.3.

The notice shall specify the place, the day and the hour of the meeting and, in the case of special business in addition to any other requirements contained in this CONSTITUTION, the general nature of that business and the reasons for it shall be given in the manner hereafter mentioned or in such other manner/if any/as may be prescribed by the TRUSTEES to such persons as are, under this CONSTITUTION, entitled to receive such notices from the ASSOCIATION, provided that a general meeting or an annual general meeting of the ASSOCIATION shall, notwithstanding that it is called by shorter notice than that specified in this CONSTITUTION, he deemed to have been duly called if it is agreed to by not less that 60% (sixty per centum) of MEMBERS having a right to attend and vote at the meeting.

20.2 The accidental omission to give notice of any RESOLUTION or to present any document required to be given or sent in terms of this CONSTITUTION, shall not invalidate the proceedings at or any RESOLUTION passed at any meeting.

20.3 Notice of the annual general meeting and/or a general meeting shall be placed in one (1) issue of he "Cape Times" or "Argus" newspapers and "Die Burger" in the event of both of those newspapers becoming defunct, in one (1) issue of the highest circulation English language newspaper and one (1) issue of highest circulation Afrikaans language newspaper distributed in Cape Town, Bellville and environs.

20.4 The non-receipt of notice of a meeting by any person entitled to receive notice shall not invalidate the proceedings of that meeting.

21 . PROXIES

21.1 A MEMBER may be represented at an annual general meeting and/or general meeting by a proxy who must be a MEMBER of the ASSOCIATION.

21.2 The instrument appointing a proxy shall be in writing signed by the MEMBER concerned or his duly authorised agent in writing but need not be in any particular form provided that where a MEMBER is more that one person anyone of those persons may sign the instrument appointing a proxy on such MEMBER's behalf. Where a MEMBER is a company/the proxy may be signed by any person authorised by resolution of the board of directors of the company or by its secretary and, where a close corporation, by any member of such close corporation and, where an association of persons, by the secretary thereof and, where a trust, by a person duly authorised by the trustees of such trust.

21.3 the instrument appointing a proxy and the power of attorney of other authority (if any) under which it is signed or a notarial certified copy thereof shall be lodged with the ASSOCIATION at least twenty four (24) hours before the scheduled time for the commencement of the meeting or adjourned meeting concerned. The instrument appointing a proxy shall be valid only for the specific meeti ng or the adjournment thereof.

21.4 Notwithstanding the aforementioned, the CHAIRMAN of the meeting may agree to accept a proxy tendered at any time before or during the meeting.

22. QUORUM

22.1 No business shall be transacted at any annual general meeting or general meeting unless a quorum is present when the meeting proceeds to business and when any RESOLUTION is to be passed. The quorum necessary for the holding of any meeting shall be 25 % (twenty five percent} of the total MEMBERS entitled to attend and vote thereat.

22.2 If, within thirty (30) minutes after the time appointed for the commencement of the meeting, a quorum is not present, the meeting, if convened on the requisition of MEMBERS, shall be dissolved. In all other cases, the meeting shall stand adjourned to the same day in the next week at the same place ant time and, if at such adjourned meeting, a quorum is not present, the MEMBERS present shall constitute a quorum.

23. AGENDA AT MEETINGS

In addition to any other matters required by legislation or by this CONSTITUTION to be dealt with at any annual general meeting, the following matters shall be dealt with at every annual general meeting:

23.1 the consideration of the CHAllRMAN's report;

23.2 the election of MEMBER TRUSTEES;

23.3 the consideration of the financial statements of the ASSOCIATION for the last financial. year of the ASSOCIATION preceding the date of such meeting.

23.4 the consideration of the budget as presented by the TRUSTEES and confirmation of levies as currently levied by the TRUSTEES;

23.5 any other business pertinent to such meeting, including any RESOLUTIONS proposed for adoption by such meeting and the voting upon any such RESOLUTIONS.

24. PROCEDURE AT MEETINGS

24.1 The CHAIRMAN shall preside as such at all meetings provided that shou Id he not be present within fifteen (15) minutes after the time appointed for the holding thereof, then the TRUSTEES present at such meetings shall vote to appoint a CHAIRMAN for the meeting who shall thereupon exercise all the powers and duties of the CHAIRMAN in relation to such meeting.

24.2 The CHAIRMAN may, with the consent of any 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 the business that might have been transacted at the meeting from which no notice need be given of the adjourned meeting save for an announcement at the meeting of the date, time and venue of the adjourned meeting unless the meeting is to be adjourned for thirty (30) days or more, in which event notice is to be given in the same manner as for the original meeting. Only business left uncompleted at the original meeting may be transacted at the adjourned meeting.

25. VOTING

25.1 At every annual general meeting or general meeting every MEMBER in person or by proxy and entitled to vote shall be allocated voting rights as follows:

25.1.1 the registered owner of an ERF: one (1) vote per ERF registered in his name, provided that if an ERF is registered in more than one person's name, then they shall jointly have one (1) vote;

25.1.2 if a G ERF has been subdivided for single residential use then the registered owner of each of the subdivided erven shall have one (1) vote for each ERF registered in his name provided that if an ERF is registered in more than one persons name then they shall jointly have one (1) vote;

25.1.3 in event of the registration of a sectional title scheme in respect of a G ERF then each registered owner of a UNIT comprising an apartment in such scheme shall be entitled to a vote counting of 0,5; and provided that if a UNIT is registered in more than one persons name then they shall jointly have the vote allocated for such UNIT.

25.2 At any meeting of MEMBERS a RESOLUTION put to the vote at the meeting shall be decided on a show of hand unless before or on the declaration of the result of the show of hand a poll shall be demanded by any MEMBER. If a poll is duly demanded it shall be taken in such manner as the CHAIRMAN directs and the result of the poll be deemed to be the RESOLUTION of the meeting at which the poll was demanded.

25.3 Save as expressly provided for in this CONSTITUTION, 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 and to vote on any question either personally or by proxy.

25.4 At any annual general meeting or general meeting a RESOLUTION put to the vote at the meeting shall be decided on an ordinary majority of votes repres ented by MEMBERS entitled to attend and vote thereon present in person or by proxy in accordance with the value of votes recorded in clause 25.1.

25.5 Voting on any question of adjournment shall be decided on an ordinary majority of votes represented by MEMBERS entitled to attend and vote thereat present in person or by proxy.

25.6 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.

25.7 Unless any MEMBER present in person or by proxy at a meeting shall, before closure of the meeting, have objected to any declaration made by the CHAIRMAN of the meeting as to the result of any voting at the meeting, or to the propriety or validity of the procedure at such meeting, such declaration by the CHAIRMAN shall be deemed to be a true an correct statement of the voting and the meeting shall in all respects be deemed to have been properly and validly constituted and conducted and an entry in the minutes of the ASSOCIATION 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 RESOLUTION so recorded if such entry conforms with the declaration made by the CHAIRMAN of the meeting as to the result of any voting at the meeting.

26. MINUTES OF MEETINGS OF THE ASSOCIATION

26.1 The TRUSTEES shall

26.1.1 ensure that minutes are taken of every meeting of the ASSOCIATION, although not necessarily verbatim, which minutes hall be reduced to writing without undue delay after the meeting has closed and shall then be certified correct by the CHAIRMAN of the meeting;

26.1.2 cause such minutes to be kept of all such meetings of the ASSOCIATION in a minute book of meetings of the ASSOCIATIONS kept for the purpose.

26.2 The TRUSTEES shall keep all minute books of meetings of the ASSOCIATION in perpetuity.

26.3 On the written application of any MEMBERS the TRUSTEES shall make all minutes of the proceedings and/or meetings of the ASSOCIATION available for inspection by such MEMBERS.

26.4 All RESOLUTIONS recovered in the minutes of any meetings of the ASSOCIATION shall be valid and of full force and effect as therein recorded, with effect from the passing of such RESOLUTIONS, and until varied or rescinded, but no RESOLUTION or purported RESOLUTIONS of the ASSOCIATION shall be of any force or effect, or shall be binding upon the MEMBERS or any of the TRUSTEES unless such RESOLUTION is competent within the powers of the ASSOCIATION.

26.5 Save as otherwise provided in this CONSTITUTION, the proceedings at any meeting of the ASSOCIATION shall be conducted in such reasonable manner and form as the CHAIRMAN of the meeting shall decide.

27. FINANCIAL YEAR END

The financial year end of the ASSOCIATION is the last day of February of each year.

28. ACCOUNTS

28.1 The TRUSTEES shall cause proper books of account and records to be kept so as fairly to explain the transactions and financial positions of the ASSOCIATION including:

28.1.1 a record of the assets and liabilities of the ASSOCIATION;

28.1.2 a record of all sums of money received and expended by the ASSOCIATION and the matters in respect of which such receipt and expenditure occur;

28.1.3 a register of MEMBERS showing in each case their addresses;

28.1.4 individual ledger accounts in respect of each MEMBER;

28.2 On the application of any MEMBER the TRUSTEES shall make all or any of the books of account and records available for inspection by such MEMBER.

28.3 The TRUSTEES shall cause all books of account and records to be retained for a period of six (6) years after completion of the transactions, acts or operations to which they relate.

28.4 The ASSOCIATION in general meeting or the TRUSTEES may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by MEMBERS of the accounts and books of the ASSOCIATION, or any of them, and subsequent to such conditions and regulations, the accounts and books of the ASSOCIATION shall be open to the inspection of MEMBERS at all reasonable times during normal business hours.

28.5 At each annual general meeting the TRUSTEES shall lay before the ASSOCIATION financial statements for the immediately preceding financial year of the ASSOCIATION or, in the case of the first period since the date of commencement of the ASSOCIATION, made up for that period. Such financial statements shall be drawn up in accordance with generally accepted accounting practice and shall be accompanied by such additional reports as may be necessary at the discretion of the TRUSTEES.

29. DEPOSIT AND INVESTMENT OF FUNDS

29.1 The TRUSTEES shall cause all moneys received by the ASSOCIATION to be deposited to the credit of an account or accounts with a registered commercial bank in the name of the ASSOCIATION and, subject to any direction given or restriction imposed at a general meeting of the ASSOCIATION, such moneys shall only be withdrawn for the purpose of payment of the expenses of the ASSOCIATION or investment.

29.2 Any funds not immediately required for disbursement may be invested in a savings or similar account with any financial institution or any other registered deposit-receiving institution approved by the TRUSTEES from time to time.

29.3 Interest on moneys shall be used by the ASSOCIATION for any lawful purpose in the interest of the ASSOCIATION.

30. AUDIT

30.1 Once at least in every year, the accounts of the ASSOCIAT10N shall be examined and the correctness of the income and expenditure account and balance sheets ascertained by the AUDITORS.

30.2 The duties of the AUDITORS shall be regulated in accordance with general practise and applicable professional standards.

31. INDEMNITY

31.1 All the TRUSTEES are indemnified by the ASSOCIATION against any liabilities bona fide incurred by them in their capacities as such and in the case of the CHAIRMAN in his capacity as CHAIRMAN, as well as for all costs, losses and expenses (including travelling expenses) which they may incur or become liable for by reason of any authorised contract entered into, or any authorised act or deed done, in the discharge of any of their duties and, without detracting from the generality thereof, whether defending any proceedings, civil or criminal or otherwise in which relief is granted by a court.

31.2 A TRUSTEE shall not be liable for the acts, or omission of the AUDITORS or of any of the other TRUSTEES whether in their capacities as TRUSTEES or as CHAIRMAN or for any loss or expense sustained or incurred by the ASSOCIATION through the insufficiency or deficiency of any security in or upon which moneys of the ASSOCIATION are invested or for loss or damage arising from the insolvency or wrongful act of any person with whom any moneys, securities or effects are deposited or for any loss or damage occasioned by any error of judgement or oversight on his part or for any loss, damage or misfortune of whatsoever nature occurring in the execution of his duties or in relation thereto unless occurring as a result of mala fides, breach of duty or breach of trust.

32. DEFAMATION PRIVILEGE

Every MEMBER of the ASSOCIATION and every TRUSTEE shall be deemed by virtue of his membership or, as the case may be, his holding office as a TRUSTEE, to have waived as against every other MEMBER, the CHAIRMAN, every other TRUSTEE, and everybody else engaged to perform the function on duty on behalf of or for the benefit of the ASSOCIATION, or the TRUSTEES, or any sub-committee, all claims and rights of action which such MEMBER or TRUSTEE might otherwise have had in law arising as a result of any statement, report, complaInt or notice of or concerning such MEMBER or TRUSTEES, or otherwise in the performance or exercise of any right, function, duty, power or trust, within the ambit of this CONSTITUTION, being a statement, report, complaint, notice or reference defamatory to such MEMBER or TRUSTEE, or otherwise injurious to the dignity, reputation, business or financial interest of such MEMBER or TRUSTEE, whether such statement be true or false.

33. OWN RISK

Any person using any of the services. land or facilities of the ASSOCIATION does so entirely at his own risk.

34. TRANSFER OF LAND

The DEVELOPER shall, transfer to the ASSOCIATION

34.1 all private roads within the DEVELOPMENT and all erven specified by the LOCAL AUTHORITY

34.2 the risk wherein passes to the ASSOCIATION upon formation of the ASSOCIATION and in respect whereof the maintenance and upkeep thereof is the responsibility of the ASSOClATION as well liability for rates and taxes and all charges attaching thereto.

35. ARBITRATION

35.1 Should dispute, question or difference arise between MEMBERS or between a MEMBER and TRUSTEE out of or in regard to:

35.1.1 the interpretation of;

35.1.2 the effect of;

35.1.3 their respective rights or obligations under;

35.1.4 a breach of (save for non-payment of levies or any other amount due by a MEMBER in terms of this CONSTITUTION)

this CONSTITUTION, such dispute shall be decided by arbitration in the manner set out In this clauses 35.

35.2. In respect of any claim arising from non-payment of levies or any other amount due by a MEMBER to the ASSOCIATION in terms of this CONSTITUTION, the ASSOCIATION and TRUSTEES shall continue to enjoy common law rights and shall not be precluded from instituting proceedings in any court of competent jurisdiction.

35.3 The arbitration referred to in clause 35.1 shall:

35.3.1 be conducted in an inforrnal summary manner on the basis that it shall not be necessary to observe or carry out either the usual formalities or procedures relating to.

36. DOMICILIUM

36.1 The TRUSTEES shalf from time to time determine the address constituting the domici!ium citandi et executandi of the ASSOCIATION, subiect to the following:

36.1.1 such address shall be the address of the CHAIRMAN or of a resident TRUSTEE nominated by the TRUSTEES or the address of any duly appointed MANAGING AGENT;

36.1.2 the TRUSTEES shall give notice to all MEMBERS of any change of such address.

36.2 The domicilium citandi et executandi of each MEMBER shall be the street address of the MEMBER's ERF or UNIT.

36.3 It shall be competent to give notice by telefax where the MEMBER's telefax number is recorded with the TRUSTEES.

36.4 A MEMBER may by notice in writing to the TRUSTEES alter his domicilium provided such new address may not be a post office box or post restante and provided such address is within the Republic of South Africa and shall not be effective until fourteen (14) days after receipt of such notification.

36.5 Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a MEMBER shall be adequate written notice of communication to such MEMBER notwithstanding that it was not sent to or delivered at his domicilium citandi et executandi.

36.6 Any notice to a MEMBER

36.6.1 sent to him by prepaid registered post in a correctly addressed envelope at his domicilium citandi et executandi shall be deemed to have been received on the 7th (seventh) day after posting (unless the contrary is proved); or

36.6.2 delivered by hand to a responsible person at his domicilium citandi et executandi shall be deemed to have been received on the day of delivery; or

36.6.3 successfully transmitted by telefax to his chosen telefax number shall be deemed to have been receive on the 1 st (first) day after the date of transmission, unless the contrary is proved.

37. AMENDMENT

37.1 No provision hereof shall be added to, amended, substituted or repealed without the prior consent in writing of

37.1.1 the LOCAL AUTHORITY; and

37.1.2 the DEVELOPER for as long as the DEVELOPER is a MEMBER.

37.2 Subject to the provisions of clause 37.1, such addition, amendment, substitution, or repeal shall require the approval of at least 51 % (fifty one per centum) of the total number of votes of MEMBERS of the ASSOCIATION given at a general meeting called specifically for such

purpose and the notice of such meeting shall, in addition to complying with the requirements for the convening of a meeting, set out in specific terms the proposed addition, amendment, substitution or matter to be repealed.

Signed at on the day of 2000.

____________________________

DEVELOPER