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REPUBLIC OF SOUTH AFRICA

COMPANIES ACT 1973

STATUTE OF A COMPANY AMENDED ON

WHICH DOES NOT POSE A SHARE CAPITAL AND DOES NOT ADOPT

ANNEXURE I

(Section 80(1); Regulation 18)

Company Registration Number 2007/011930/08

GROOTFONTEIN COUNTRY ESTATES

HOME OWNERS ASSOCIATION

(Association incorporated in terms of Section 21)

ARTICLES OF ASSOCIATION

Filename: GCEHOA-Statute-v1 00.doc

Table of Contents

Page

1. Interpretation 2

2. Introduction 2

3. Shareholders and Shareholding 2

4. The Members of the Company 2

5. General Meetings 2

6. Notice of General Meetings 2

7. Proceedings at General Meetings 2

8. Votes of Members 2

9. Proxies 2

10. Directors 2

11. Board of Directors 2

12. Qualifications Of Directors 2

13. Alternate Directors 2

14. Power and Duties of Directors 2

15. Managing Director 2

16. Minutes of Meetings 2

17. Disqualification of Directors 2

18. Removal of Directors 2

19. Proceedings of Directors 2

20. Accounts 2

21. Auditors 2

22. Notices 2

23. Indemnities 2

24. Dividends 2

25. Amendments of Statutes 2

26. Determination of Disputes by Arbitration 2

27. ANNEXURE “A” 2

1. Monthly Levies 2

2. Application of Levies 2

3. Neglect of Levy Payments 2

4. Institution of Estate Rules Applicable to the members 2

4.1 General 2

4.2 Streets and Road Reserves 2

4.3 Security 2

4.4 Leasing and Alienation of Property 2

4.5 Levies 2

4.6 Agricultural holding / Portion Subdivision and Consolidation 2

4.7 Building and Building Contractors 2

Filename: GCEHOA-Statute-v1 00.doc

A.

The Statute of Table A enclosed under Annexure I of the Companies Act, 1973, is not applicable to this company.

B.

The Statutes of this Company are as follows:

1. Interpretation

In this Statute, unless it appears otherwise from the context:
1.1 / "The Act" refers to Act No 61 of 1973 as amended;
1.2 / “Register” refers to the register of members in accordance with the Law;
1.3 / “The Acts” refers to the Companies Acts including any and every other subordinate legislation from time to time in force, concerning Companies and necessarily affecting the Company;
1.4 / "The Company” refers to the Grootfontein Country Estates Home Owners Association;
1.5 / “Shareholders” refers to a registered title owner of a property in Grootfontein Country Estates or their agent appointed by virtue of a general or special power of attorney;
1.6 / "Auditors" refers to the auditors appointed by the Company;
1.7 / ”Managing Agent" refers to the appointed Manager of the Company whom, by appointment, authorisation to represent the Company under order of the board of directors;
1.8 / “Board of Directors" refers to the board of directors of the company;
1.9 / “Chairperson" refers to the person that was appointed by the Annual General Meeting as Managing Director;
1.10 / Expressions used in the Companies Act, or explained in a statutory amendment thereof in force on the date on which this Statute binds the Company, are interpreted as defined in the Act;
1.11 / Words that refer to the singular includes the plural and words in the plural to the singular, words that indicate the male sex includes the female sex and words that indicates persons includes legal persons;
1.12 / “Levies” refer to the amount as indicated in Annexure A, Monthly Levies, page 2, of the Statutes, as well as interest, credit control, legal fees as well as other costs that are incurred for collection thereof, as well as any pro-rata amount debited on a general or special meeting to dispute specific expenses;
1.13 / “Special Resolution” refers to a decision as a result of the stipulations of the Statutes on a Annual General Meeting or a Special General Meeting where 51% of the members is present and their vote is in agreement therefore before the decision can be accepted;
1.14 / “Voting Shareholder” refers to a member who has no outstanding levies and who is therefore entitled to vote at, inter alia, Annual and Special General Meetings;
1.15 / “Estate Rules” refer to rules as set out in Annexure A hereto.

2. Introduction

2.1 / Should the regulations of this Statute in any way be in contradiction with the regulations of the Acts, the Acts will apply, furthermore, these Statutes should always be read in conjunction with the Act;
2.2 / In spite of the omission of a regulation from this Statute, the Company is permitted to proceed with any endeavour in terms of the Companies Act.

3. Shareholders and Shareholding

The Company shall maintain a register of the members as provided in Section 105 of the Act, which will contain the following information:
3.1 / The names and addresses of the members ;
3.2 / The date on which the person became a shareholder;
3.3 / The register of the members shall be open to inspection, as provided in Section 113 of the Act.

4. The Members of the Company

The members of the Company will be the following:
4.1 / The members may only be registered owners of properties situated within Grootfontein Country Estate, include any person, including natural persons, companies or other legal persons (including Trust funds and Trustees), or partnerships or associations of persons;
4.2 / Every shareholder will be obliged to notify the Grootfontein Country Estates Home Owners Association of his / her postal address as well as his / hers chosen domicilium executandi, within 21 days. Members may elect to use an email address for correspondence and legal notices;
4.3 / As from the date of shareholding the member shall be liable for payment of the Grootfontein Country Estates Home Owners Association levy determined by the Grootfontein Country Estates Home Owners Association as well as disbursements for such purposes as memorandum and articles of the Grootfontein Country Estates Home Owners Association may prescribe. Such levy shall not include rates and taxes for which the member shall remain separately liable;
4.4 / Membership of the Section 21 company is voluntary and subject to once-off administration fee;
4.5 / Termination of membership is subject to a 90 (ninety) day notice, initiated by submitting a written motivation to the board of directors for approval;
4.6 / The board of directors will review the reasons for termination to ensure they are legitimate, and if they cannot be rectified, the repurchase of the share will be entertained, at the same price at which it was purchased. Administration fees for termination will be borne by the resigning member.

5. General Meetings

5.1 / The Company shall hold its first annual meeting within 3 (THREE) months after the date of its incorporation and shall thereafter in each year hold an annual general meeting; provided that not more than 10 (TEN) months shall lapse between the date of one annual general meeting and that of the next and that an annual general meeting shall be held within 3 (THREE) months after the expiration of the financial year of the Company;
5.2 / Other general meetings of the Company may be held at any time;
5.3 / Annual general meetings and other general meetings shall be held at such time and place as the directors shall appoint or at such time and place as is deter-mined if the meetings are convened under Section 179(4), 181, 182 or 183 of the Act.

6. Notice of General Meetings

6.1 / Full notice of twenty-one days is required in terms of section 199 of the Companies Act of 1973. The notice shall be exclusive to the day on which it is served or deemed to be served and of the day for which it is given, and shall be given in a manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company in general meeting, to such persons as are, under these Articles, entitled to receive such notices from the Company; provided that a meeting of the company shall, notwithstanding the fact that it is called by shorter notice than that specified in this Article, be deemed to have been duly called if it is so agreed by a majority in number of the members having a right to attend and vote at the meeting, being a majority holding not less than 95% (NINETY FIVE PER CENTUM) of the total rights of all the members.
6.2 / The accidental omission to give notice of any meeting to any particular member or members shall not invalidate any resolution passed at any such meeting.

7. Proceedings at General Meetings

7.1 / The annual general meeting shall deal with and dispose of all matters prescribed by the Act, including the consideration of the annual financial statements, the election of directors, restrictions, and the appointment of an auditor, and may deal with any other business laid before it. All business laid before any other general meeting shall be considered special business;
7.2 / No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, 5 (FIVE) percent of members (including proxies and power of attorneys) present in person shall be a quorum. Proof of notice to all members must be furnished for a quorum to be valid;
7.3 / If within half an hour after the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to a day not earlier than 7 (SEVEN) days and not later than 21 (TWENTY ONE) days after the date of the meeting and if at such adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting the members present in person or by proxy shall be a quorum.
7.4 / Where a meeting has been adjourned as aforesaid, the Company shall, upon a date not later than 3 (THREE) days after the adjournment, publish a newsletter which is to be delivered to all the members and should there be a news board facility, such newsletter shall be pinned and state -
7.4.1 The date, time and place to which the meeting has been adjourned;
7.4.2 the matter before the meeting when it was adjourned; and
7.4.3 the ground for adjournment.
7.5 / The chairman, if any, of the Board of Directors shall preside as chairman at every general meeting of the Company;
7.6 / If there is no such chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act as chairman, the members present shall elect one of their number to be chairman;
7.7 / The chairman may, with the consent of any meeting at which a quorum is present (and shall, if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. When a meeting is adjourned, the provisions of Articles 10 and 11 shall mutatis mutandis apply to such adjournment.
7.8 / In the case of an equality of votes the chairman of the meeting shall be entitled to a second or casting vote. A member may request a vote by ballots. Such a vote will be held at the time determined by the chairperson. The request for a vote by ballots does not prevent the proceedings of the meeting or discussion of any other matter other than that being voted on by ballots.

8. Votes of Members

On a show of hands every member present in person and if a member is a juristic person, its representative, shall have 1 (ONE) vote, however, every member shall be limited to 1 (ONE) vote per registered agricultural holding situated in the Grootfontein Country Estate.

9. Proxies

9.1 / The instruments appointing a proxy shall be in writing under the hand of the appointer or of his agent duly authorised in writing or, if the appointed is a body corporate, under the hand of an officer or agent authorised by the body corporate. A proxy need not be a member of the Company. The holder of a general or special power of attorney, whether he is himself a member or not, given by a member shall be entitled to attend meetings and to vote, if duly authorised under the power to attend and take part in the meetings;
9.2 / The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority shall be deposited at the registered office of the Company not less than 48 (FORTY EIGHT) hours before the time for holding the meeting at which the person named in the instrument proposes to vote, and in default of complying herewith the instrument of proxy shall not be valid after the expiration of 6 (SIX) months from the date when it was signed, unless so specifically stated in the proxy itself, and no proxy shall be used at an adjourned meeting which could not have been used at the original meeting.
9.3 / The instrument appointing a proxy shall be the form in Annexure B, page or as near thereto as circumstances permit:

10. Directors

10.1 / Unless and until otherwise determined by the Company in general meeting, the number of directors shall not be less than two and not more than seven;
10.2 / The first directors shall be appointed in writing by a majority of the sub-scribers to the Memorandum of Association but until directors are so appointed and whether or not the directors have been named by a majority of the subscribers to the Memorandum, every subscriber to the Memorandum shall be deemed for all purposes to the be a director of the Company;
10.3 / The reasonable remuneration of the directors in return for any services actually rendered to the Company shall from time to time be determined by the Company in general meeting;
10.4 / The Board of Directors Leadership shall be elected by the members and may serve for a term of one year however the members of the board may be nominated for re-election.

11. Board of Directors