MOI - 03 Dec 2021 - Articles 1to 33 - 18 October 2022 (HDK Feedback)

MOOIKLOOF OWNERS’ ASSOCIATION NPC
REGISTRATION NUMBER: 1996/015680/08

(NON-PROFIT COMPANY)
-
25th November 2021 - Submission
MEMORANDUM OF INCORPORATION
Effective Date: 1st March 2022
MEMORANDUM OF INCORPORATION (MOI)

MOOIKLOOF OWNERS’ ASSOCIATION NPC Effective: 1st March 2022
MOOIKLOOF OWNERS’ ASSOCIATION NPC – MEMORANDUM OF INCORPORATION (MOI) Page 2 of 58

Table of Contents
1. DEFINITIONS.................................................................................................................................................... 5
2. INTERPRETATION......................................................................................................................................... 910
3. NON-PROFIT COMPANY............................................................................................................................. 1112
4. PURPOSE AND OBJECTIVES OF THE COMPANY............................................................................................ 1112
5. MEMBERS.................................................................................................................................................. 1314
6. LEVIES............................................................................................................................................................ 14
7. RULES......................................................................................................................................................... 1617
8. MAINTENANCE.............................................................................................................................................. 19
9. AMENITIES................................................................................................................................................. 1920
10. ESTATE MANAGER / MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER....................................................20
11. RESTRICTIONS ON TRANSFER OF THE LAND................................................................................................ 21
12. MEETINGS OF MEMBERS........................................................................................................................ 2122
13. PROCEEDINGS AT MEETINGS OF MEMBERS................................................................................................ 23
14. VOTES OF MEMBERS AND ATTENDANCE BY PROXY...................................................................................25
15. NOMINATION OF DIRECTORS................................................................................................................. 2625
16. DIRECTORS............................................................................................................................................. 2826
17. COMMITTEES OF THE BOARD OF DIRECTROS.......................................................................................... 2928
18. HONORARIUM OF DIRECTORS................................................................................................................ 3029
19. MOA’S EMPLOYEE REMUNERATION AND HUMAN RESOURCES POLICY...................................................3129
20. ALTERNATE DIRECTORS.......................................................................................................................... 3129
21. BORROWING POWERS OF DIRECTORS.................................................................................................... 3130
22. GENERAL POWERS AND DUTIES OF DIRECTORS......................................................................................3230
23. DISQUALIFICATION AND PRIVILEGES OF DIRECTORS...............................................................................3634
24. PROCEEDINGS OF MEETINGS OF DIRECTORS...........................................................................................3735
25. VALIDITY OF ACTS OF DIRECTORS AND COMMITTEES:............................................................................3837
26. ACCOUNTING RECORDS OF THE COMPANY............................................................................................. 3937
27. ANNUAL FINANCIAL STATEMENTS AND INTERIM REPORTS.....................................................................3937
28. EXTERNAL AUDITORS............................................................................................................................. 3938
29. RESERVES............................................................................................................................................... 3938
30. NOTICES................................................................................................................................................. 4038
31. INDEMNITY............................................................................................................................................ 4039
32. WINDING-UP.......................................................................................................................................... 4140
33. ALTERNATIVE DISPUTE RESOLUTION...................................................................................................... 4240

SCHEDULE 1........................................................................................................................................................ 4342
RULES FOR EXPEDITED ARBITRATION............................................................................................................... 4342
34. INITIATING DISPUTE RESOLUTION PROCEDURE.......................................................................................4342
35. EARLY SETTLEMENT PROCEDURES.......................................................................................................... 4342
36. SELECTING THE ARBITRATOR.................................................................................................................. 4342
37. ADMINISTRATION FEES.......................................................................................................................... 4342
38. RULES FOR ARBITRATION PROCEEDINGS................................................................................................ 4443
39. INTERLOCUTORY MATTERS AND TEMPORARY ORDERS........................................................................4443
40. CONFIDENTIALITY................................................................................................................................... 4443
41. DEFAULT................................................................................................................................................ 4544
42. THE AWARD........................................................................................................................................... 4544
ANNEXURE A...................................................................................................................................................... 4645
ARBITRATION AGREEMENT................................................................................................................................. 4645
ANNEXURE B.......................................................................................................................................................... 46
PROXY FORM FOR THE MOOIKLOOF OWNERS’ ASSOCIATION NPC......................................................................4746

1. DEFINITIONS
In this Memorandum of Incorporation, unless the context otherwise requires, the following
words and expressions bear the meanings assigned to them and cognate expressions
bear corresponding meanings:
[1.1] “The Act” means the Companies Act 71 of 2008, as amended from time to time or
any Act legislation which replaces it, and regulations promulgated in terms thereof.
1.1[1.2] “Alienate or Alienated” means the transfer of any portion of land or part thereof,
and without derogating from the generality of the aforementioned, includes the
transfer of any right of whatsoever nature in respect of any property, either voluntarily
or involuntarily and includes transfer resulting from sale, exchange, donation, deed,
intestacy, will, cession, court order or insolvency, irrespective of whether such
alienation is subject to any suspensive or any resolute condition or court order or
insolvency.
1.2[1.3] “Article” means a clause of this Memorandum of Incorporation or sub-clause

thereof.
1.3[1.4] “Asset Classification” means a group or a classification of assets as identified in

the Annual Financial Statements (AFS) of the previous year of the MOA.
1.4[1.5] “Board” means board of directors of the Company as contemplated in the Act.
1.5[1.6] “Budgeted Income” includes levy revenue, investment income, fines, penalty,
registration fee, and excess income of whatsoever nature.
[1.7] “Business Activity” means an organised commercial, industrial or Ttrading related

activity whose purpose is pursuant to earning an income. It involves visits,
interactions and / or meetings with customers and / or potential customers and/ or
visits and / or meetings with suppliers and / or service providers; but excludes remote
Information Communication Technology (ICT) work and / or ICT facilitated meeting.
Rental of a house property inside the Estate with a signed lease agreement that has
been submitted to the MOA by a Member is excluded from the Estate’s definition of a
business activity. A home office is permissible.
1.6[1.8] “Clause” means an article of this Agreement or sub-article thereof.
1.7[1.9] “Company the” means Mooikloof Owners’ Association NPC “MOA”, being a non-
profit company duly registered and incorporated in terms of the Act and with
registration number 1996/015680/08.

[1.10] “Committee” means a committee of the Board Directors as contemplated in section

Section (72) of the Act.
1.8[1.11] “Contractor” means an entity or individual employed to perform a specific task

for a specific time duration with specific deliverables.
1.9[1.12] “Credit Bureaux” means an MOA approved entity that is properly registered and
defined in the National Credit Act No 34 of 2005.
[1.13] “Director” means a natural person as defined in the Companies Act and further
defined and elected as provided for in Article (1516).
1.10[1.14] “Employee” means an individual adult person acting in individual capacity to

perform a function for the benefit of MOA or for the benefit a Member or a tenant
and / or a Member’s or / tenant’s household; irrespective of the duration of
employment.
[1.15] “Erf” means any subdivided portion of farm landfarmland in the agricultural
residential development registered or capable of being registered in the name of the
Company or in the name of any person or any consolidation thereof and the plural
will bear a similar meaning.
[1.16] “Estate" means collectively all the Open Spaces, the Freehold Farm Portions and
Erven Erven of the Agricultural Residential Development established on a Portion of
Portion 74 of the Farm Rietfontein 375 Registration DDivision JR, Gauteng or any
other adjacent lland that may be incorporated into the joint planning, development,
regulation and management thereof. Sometimes referred to as Mooikloof Equestrian
Estate.
[1.17] “Estate Manager" means a person or a managing agent company appointed by

the board of directors of the Estate to managermanage the affairs of the Estate and
to perform specific functions in terms of Article (10) and act as a liaison officer
between the directors Board and the Members.
[1.18] “Extended Family” as applicable to a Member and / or to a tenant and / or to the

Estate Manager only; refers to a siblingssibling-, cousins and their children.
1.11[1.19] “Freehold Farm Portions” means all the subdivided farm portions on the
Property registered to a member in terms of a Title Deed on which free standing
residential dwellings have been erected or will be erected as per the Rules
determined by the Company from time to time.

[1.20] “Gated Complex” refers to a residential area where owners of individual pieces of
land act as a communal in an enclosed area with common security and access
control points. This is commonly referred to as an estate;-.
[1.21] “House” refers to the main residential building on an Erf in the Estate;-.
1.12[1.22] “Household” means a collective of persons living with a Member or a tenant on

one Erf; inclusive of the Member’s or tenant’s immediate family, spouse, child,
parent, spouse’s parents, relatives, employees and those supportive of the Member’s
family welfare and / or Member’s relative’s welfare.
1.13[1.23] “Household member” means any person belonging to the Household and not
limited to a Member’s spouse, life-partner, live-in partner, child, dependent, parent,
sibling, employee and similarly for a tenant.
1.14[1.24] “ICT” means electrical and / or electronic based Information Technology (IT),
Telecommunications Technology (TT) and Broadcasting Technology (BT) including
the internet, fixed and wireless networks, mobile phones, computers, software,
middleware, video-conferencing, social networking, Over-The-Top (OTT) applications
and all other multi-media and / or broadcasting applications and / or platforms that
use Internet Protocol.
1.15[1.25] “Immediate Family” as applicable to a Member and / or to a tenant and / or to

the Estate Manager only; refers to a parent, a spouse, a life partner, live-in partner, a
spouse’s parent, a live-in partner’s parents, a child and / or a dependent.
1.16[1.26] “Internet Protocol” means a set of rules used in transportation, switching

and addressing packets of digital or electronic data so that they can travel
across networks and arrive at the correct destinations. Data traversing the
Internet is divided into smaller pieces, called packets where IP information is
attached to each packet, and this information directs packets to the right
domains and addresses.
1.17[1.27] “Land” means any portion of land comprising the Property.
1.18[1.28] “Member” means the person or persons referred to in Article (5).
1.19[1.29] “Memorandum” means the Memorandum of Incorporation (MOI) of the

Company.
1.20[1.30] “Mooikloof Equestrian Centre” means the private entity within the physical
boundaries of the Estate that has been zoned with business rights.

1.21[1.31] “Ordinary Resolution” of the Company is a resolution supported by at least

Sixty percent (60%) of the Members present in person and represented by proxy
and present through an electronic medium and all entitled to vote.
[1.32] “Owner” refers any person or persons that owns a Property;
1.22[1.33] “Open Space” means the common areas, including but not limited to: horse
trails, bicycle trails, pedestrian trails, servitude areas, landscape areas, private roads,
pavements, kerbs, sidewalks, traffic islands and road reserves, the recreational dam
and other amenities and open spaces collectively utilised or used by the members of
the Company and situated on the Property.
1.23[1.34] “Person” includes juristic person as envisaged in the Act.
1.24[1.35] “The Property” means collectively the Agricultural Residential Development

established on a Portion of Portion 74 of the Farm Rietfontein 375 Registration
Division JR, Gauteng.
1.25[1.36] “Register” means the register of Members of the Company to be kept in terms
of the Act or this Memorandum of Incorporation.
1.26[1.37] “Republic the” means the Republic of South Africa.
1.27[1.38] “Resident” refers to a human being that lives in the Estate.
1.28[1.39] “Round Robin Decision or Resolution” means a decision or resolution

passed by either the Board or a committee of the Board other than in a meeting of
the Board or a meeting of the committee of the Board; or by the Members other than
in a Meeting of Members.
1.29[1.40] “Rules the” mean the Rules of the Estate attached hereto as Annexures or
Schedules and such rules as may be adopted in terms of Article (7) hereof from time
to time.
1.30[1.41] “Sell” shall incorporate donation, any option granted, alienate, granting any pre-
emptive right or transfer.
1.31[1.42] “Special Resolution” of the Company is a resolution supported in a secret

poll, by at least eighty percent (80%) of the Members present in person and
represented by proxy and present through an electronic medium and all entitled to
vote.

1.32[1.43] “Poll” mean a vote by physical show of a pedal indicating a stand number and
number of votes permissible for a Member and / or a vote using board and / or cards
and includes but not limited to an electronic facilitated vote.
1.33[1.44] “Special Function” (Special Occasion) means a gathering of people or an

event or an occasion that is ancestral, belief based, cultural, religious, spiritual and /
or a traditional ritual. Such an event would include but not limited to; anniversary,
birthday party, communal social gathering, bereavement related event, funeral,
wedding etc.
1.34[1.45] “Temporary Rule” means a rule that shall be approved by the Board and
applicable in between Annual General Meetings of Members.
1.35[1.46] “Tenant” refers to a person who has accepted in writing and signed to abide by
MOA’s MOI and Rules and has rented a Member’s house for a minimum period of
three (3) months with a signed lease agreement that has been submitted to
Mooikloof Owners’ Association NPC as proof of rental.
1.36[1.47] “Trading” means an activity or a set of activities where a customer, who is not a
resident of the Estate purchases products, goods and / or services from a supplier
and / or a service provider, who is a resident or from specified premises and / or
building inside the Estate.
[1.48] “Township services” means the shared services required on the Property and
maintained by the Company including, but not limited to, security facilities, communal
gatehouses, roads and sidewalks, bridges, fencing, and storm water drainage;
whether such shared services are regulated by way of registered sservitude or not.
1.37[1.49] “Visitor” means a human being who does not live in the Estate, but has
temporarily come per invitation from a Member and / or from a Member’s Household.
[1.50] “Vote” shall mean an expression of a decision in a meeting of Directors or Members

through a proxy or physically through a pedal, board, card; or through an electronic
facility or equipment. and similarly for a Director.

2. INTERPRETATION
2.1 This Memorandum shall be interpreted in accordance with the following principles:
[2.1.1] Where any term is defined within the context of any particular clauseclause in this
Agreement, the term so defined, unless it is clear from the clause in question that
the term so defined has limited application to the relevant clause, shall bear the
meaning ascribed to it for all purposes in terms of this Agreement, notwithstanding
that that term has not been defined in this definitions clause.
2.1.1[2.1.2] Words importing the masculine shall include a reference to the feminine and
vice versa;
2.1.2[2.1.3] Words importing the singular shall include a reference to the plural and vice
versa;
2.2 Reference to Members represented by proxy shall include natural persons, trusts,
companies, closed corporations, who are owners that are represented by a natural
person.
[2.3] Expressions defined in the Companies Act, or any amendment thereof, in force on
the date on which this Memorandum of Incorporation becomes binding on the
Company shall have the meanings so defined in the Act.
[2.4] Should any of the clauses in this Statute Memorandum conflict with those of the
Companies Act, those of the Companies Act will hold the rule and this Statute
Memorandum must be read according to the Acts.
[2.5] The Company may perform any activity or function which it has a right to in terms of
the Companies Act, despite the omission of a similar clause from the
Statute.Memorandum.
2.3[2.6] Reference to a person shall include any natural person, partnership, firm,
syndicate, society, body corporate, close corporation, trust and company as the
context would apply.
2.4[2.7] Reference to a notice shall include an electronic notice in any form of electronic
communication utilised to issue, present, deliver, serve or record inter alia a circular,
a statutory notice, annual financial statements, and any other report, notification,
proxy and any other information pertaining to the Company.
2.5[2.8] The Memorandum of Incorporation contained in Form CoR15.1E of the

Companies Regulations, 2011, shall not apply to the Company.
[2.9] If the provisions of this Memorandum of Incorporation are in any way inconsistent
with the provisions of the Act, the provisions of the Act shall prevail and these
provisions of the Memorandum of Incorporation shall be read in all respects subject
to the Act.

[2.10] In the interpretation of this Memorandum of Incorporation, regard should be given to

the purpose describing the main business and the main objects of the Company, in
particular the promotion and advancement of communal interests of the Members
and residents of the Estate.
[2.11] Notwithstanding the omission from this Memorandum of Incorporation or any

provision to that effect, the Company may do anything which the Act empowers a
company to do if it were so authorised by its Memorandum of Incorporation.
[2.12] Reference to a document includes an amendment or supplement to, or replacement

or novation of that document;.
2.6[2.13] Clause Heading
[2.13.1] The headings of the clauses in this Agreement Memorandum are for the purpose
of convenience and reference only and shall not be used in the interpretation of nor
modify nor amplify the terms of this Agreement Memorandum nor any clause hereof;
.
2.7[2.14] Definition and meaning
[2.14.1] If any provision in a definition is a substantive provision conferring rights or

imposing obligations on any Party, notwithstanding that it is only in the definition
clause, effect shall be given to it as if it were a substantive provision in the body of
thise AgreementMemorandum;.
2.8[2.15] Description of a day
[2.15.1] When any number of days is prescribed in this AgreementMemorandum, same

shall be reckoned exclusively of the first and inclusively of the last day unless the last
day falls on a Saturday, Sunday or public holiday, in which case the last day shall be
the next succeeding day which is not a Saturday, Sunday or public holiday;.
2.9[2.16] Figure in Words
[2.16.1] Where figures are referred to in numerals and in words, if there is any conflict
between the two, the words shall prevail;.

2.10[2.17] Appendix, Schedule, Amendment and Annexure interpretation
[2.17.1] Any interpretations and expressions defined and applicable in this Agreement
Memorandum shall bear the same meanings and interpretations in an appendix,
schedule, amendment and annexure to this Agreement Memorandum which do not
themselves contain their own definitions; and
2.11[2.18] The Company shall not be liable for any injury, loss or damages (arising from
whatsoever cause) suffered by any Member, a member of a Member’s family or
household, a visitor, an employee, a contractor or his employee, or any other person
entering the Estate, regardless of the cause of the injury, loss or damages suffered
by such person. In the event of any injury, loss or damages suffered by a Member, or
a member of his family or household, such Member, family member or member of the
household shall have no claim against the Company for injury, losses or damages
suffered and a Member shall not be entitled to withhold any payment due to the
Company under such circumstances. Each and every Member shall indemnify the
Company, its employees, agents and lawful invitees against any claim by any
person(s) arising from any injury, loss or damage to any such person or the property
of such person or the Company.
3. NON-PROFIT COMPANY
3.1 The Company is a non-profit Company within the meaning of Section (10) of the
Companies Act, Act No: 71 of 2008 as amended from time to time.
4. PURPOSE AND OBJECTIVES OF THE COMPANY
4.1 The main objectives of the Company are to carry on, to promote, to advance and to
protect the communal interests of its members as well as the safety and welfare of its
Members through, amongst others, the proper maintenance of the Open Spaces, the
control of the aesthetic appearance of land and dwellings, introducing and managing
measures to control traffic, introducing and managing the implementation of security
measures for the controlled access to the Property, collecting levies and other
contributions towards funds of the Company for the attainment of the objectives of
the Company, preserving the natural environment, fauna and flora within the Estate
where appropriate, providing security within the Estate and making and enforcing
rules in this regard, setting and imposing appropriate penalties and / or fines upon
Members disobeying the Memorandum or the Rules and / or the Resolutions of
Members and Director made in terms thereof.
[4.2] The main business of the Company is the promotion, advancementadvancement, and
protection of the communal interests of Members as stated thus:
[4.2.1] Protection and promotion of country life-stylelifestyle living; and
4.1.1[4.2.2] Enforcement of high standards of safety and security for the welfare of
Members of the Company, Members’ households, tenants, residents, visitors
and employees.

4.2[4.3] The Company shall:
[4.3.1] Promote the communal interests of Members and Members’

households;households.
[4.3.2] Ensure that the Estate operates cost effectively and efficiently;efficiently.
[4.3.3] Ensure prudent levy increases to avoid unaffordability by Members;Members.
[4.3.4] Enforce compliance by the Members of the Company to the conditions of the
subdivision of the agricultural land constituting the Estate in terms of Ordinance
20 of 1968 or any servitudes on the Property;Property.
[4.3.5] Conduct its affairs according to the Memorandum of Incorporation (MOI).;
[4.3.6] Enforce the Estate Rules created in terms of Article (7).;
[4.3.7] Promote and maintain peace and harmony among Members and
residents;residents.
[4.3.8] Administer the general security arrangements on the Estate, control the access to
and exit from the Property, determining the nature and type of security to be
provided from time to time by the Company to its Members, residents, tenants,
contractors, employees and visitors,.
Consider and decide on consent applications for proposed subdivision or rezoning or

notarial tying of any Erven, subject to a resolution of Members and subsequent
amendment of related subdivision rules.;
[4.3.9] Stipulate the landscaping, aesthetic conditions and engineering requirements,

especially in keeping with the equestrian character of the Estate, in respect of
any land, structure or dwelling erected on any Erf, or to be erected on any Erf;.
[4.3.10] Maintain all internal Township Services excluding garbage collection but including,
but not limited to, all roads, storm water and future developments or
improvements on the Estate.; and
4.2.1[4.3.11] Enforce effective and efficient management, supervision and control of the
affairs of the Company in terms of this Memorandum of Incorporation, the Rules
and the Act.
[4.3.12] Promote the communal interests of Members and Members’ households;

[4.3.13] Enforce compliance by the Members of the Company to the conditions of the
subdivision of the agricultural land constituting the Estate in terms of Ordinance
20 of 1968 or any servitudes on the Property;

[5.] MEMBERS
4.3[5.1] Members of the Company are limited to:
4.3.1[5.1.1] The Developer of Mooikloof is Mooikloof Estates (Pty) Ltd, registration

number 1993/007020/07. For the purpose of this Article, Mooikloof Estates (Pty)
Ltd shall be regarded as one Member.
4.3.2[5.1.2] Any person who is the registered owner in terms of the Deeds Registry
Act, Act 17 of 1937, of any Erf on the Property.
[5.1.3] No other person, other than a person referred to in Article (5.1.1) (5.1) shall be
entitled to be a Member of the Company.
4.3.3[5.1.4] Where two (2) or more persons or a partnership are registered as the co-
owners of any Erven, all the registered owners of the Erf shall be deemed to be
one (1) member of the Company. Joint owners, trusts or corporate members
shall nominate and appoint one (1) natural person in writing as a representative.
registered owner(s).
[5.2] Subject to Articles (6.18) and (11) when a Member ceases

to be the registered owner of an Erf, he shall by this very
fact cease to be a member of the Company;
4.4[5.3] A Member shall not sell or otherwise agree to alienate

any Erf of which he is the registered owner unless it is a
condition of such agreement to alienate any Erf that:
4.5[5.4] The person to whom the Erf is to be sold to or otherwise

to be alienated (“the Transferee”) has bound himself in
writing, to the satisfaction of the Company, for the benefit of
the Company, to become a Member of the Company upon
transfer of such Erf to him and to be bound by the
provisions of this Memorandum of Incorporation; and
4.6[5.5] The registration of transfer of the Erf to the transferee

shall by this very fact itself constitute the transferee to
become a Member of the Company.

5.4 When property is registered in the name of a company or closed corporation or trust;
all directors or all members or all trustees respectively shall sign surety and be a co-
principal debtors.
5.5 A Member may not resign as a Member of the Company.
5.6 The Company shall keep a register of its members as prescribed by the Act.
5.7 The Company shall take precaution and make reasonable effort to avoid or limit the
conduct of business with its Members.
[5.6] 5.8 A Member is responsible and accountable for compliance to the Rules for
his/her/their household members, employees, contractors, service providers
and visitors, and shall see to it that all persons where he gave access to shall
comply with the Rules.
5.9 Every Member is obliged to notify the Mooikloof Owners’ Association NPC in writing of
any changes in their Identity, address and contact details including, telephone number,
facsimile, and e-mail address.
5.[6.] LEVIES
5.1[6.1] It is compulsory for every member to pay a monthly levy to the Owners
Association for every property registered in his/her name. It is a specific rule that a full
levy is payable for each property. If two stands have been consolidated, which may not
be done without the explicit written permission of the Owners Association, two levies
are payable, but the consolidated property will only have one vote.
5.2
The monthly levy is due and payable on the first day of each month, for that
month, and payment must be made before or on the third day of every month
through a debit order or bank transfer into the MOA bank account.
[6.2] The Directors shall annually, prior to the end of each financial year prepare, establish
and maintain in their opinion, an itemised estimate of the anticipated income
and expenditure (which may include a reasonable provision for contingencies)
of the Company during the ensuing financial year in the furtherance of the
Company’s objectives and business as stated in this Memorandum of
Incorporation.
[6.3] For the purposes of meeting all the itemised estimated income and expenses which
the Company has incurred, or which the Directors reasonably anticipate the
Company will incur, in the furtherance of the Company’s objectives and
business as stated in the Memorandum, of Incorporation the Directors will
establish a levy fund.

5.3[6.4] The Directors shall estimate the contributions to be levied upon the Members
during such ensuing financial year and require Members to pay such levy
contributions in such instalments as they may in their discretion determine or in
twelve (12) equal monthly instalments due in advance on the first (1 st) day of
each and every month of the financial year.
[6.5] During and up to the end of each annual financial period, from 1 March to 28
ofFebruary, of the Company:
[6.5.1] Contributions to the levy fund shall be made by all Members who are the registered
owners of all the Erven; and.
5.3.1[6.5.2] Provided further, that any member who has notarial tied two (2) or more Erven
as shown on a general plan from date of incorporation of this Memorandum of
Incorporation, shall be liable to contribute monthly his share in respect of each
such notarial tied Erven owned by him.
5.3.2[6.5.3] Subject to any restriction imposed or direction given at an Annual General

Meeting or a Special General Meeting of the Company, the Directors may Not
impose special levies upon the Members.
[6.6] A Member shall not be entitled to withhold payment of any levy that has been
approved as part of the annual funding plan or annual budget nor any fine.
[6.7] A Member may dispute a special levy that has not been approved through a Special
Resolution as stipulated by the this MemorandumOI.
5.4[6.8] Interest on all arrear amounts shall be charge and payable at ten percent (10%)
per annum, capitalised and compounded monthly from due date to date of
actual payment inclusive of both dates.
5.5[6.9] Details of all outstanding amounts older than ninety (90) days and the defaulting
Member’s identity (e.g.; names, Erf number, Street address, etc.), shall be
disclosed monthly to all the Board approved Credit Bureau and to Members.
5.6[6.10] All costs associated with a default by a Member, debt collections, including legal
fees and all Credit Bureau listing related costs shall be for the levy account of
the defaulted Member.
5.7[6.11] The Estate Manager shall remove defaulting owner/s, resident/s and tenant/s
from the biometric access control system for the period while in default with any
amount, unless a pay-off arrangement has been negotiated with the MOA.
5.8[6.12] A monthly consolidated statement of all outstanding amounts (levies, fines etc.)
shall be sent to all Members with specificity of defaulting Member’s name, Erf
number, street number etc unless an Acknowledgement of Debt (AOD) Pay-Off
Arrangement (POA) has been signed with by a defaulting Member and the
MOA.

5.9[6.13] A list of all outstanding debtors (defaulting Members) shall be disclosed to

Members in the form of an addendum to the financial statements and will be
sent out with a notice preceding a meeting of Members.
5.10[6.14] Any amount due by a Member by way of a levy, special levy, fine, penalty or
interest thereon shall be a debt due by him to the Company.
5.11[6.15] Where two (2) or more persons are registered as the owners of an Erf, they
shall be jointly and severally liable to pay levies.
5.12[6.16] The obligation of a Member to pay a levy, special levy, fine, penalty or interest
shall cease upon him ceasing to be a Member, without prejudice to the
Company’s rights to recover arrear levies and interest thereafter.
5.13[6.17] A Member’s successor in title to any Erf shall be liable, with effect from the date
upon which he becomes a Member pursuant to the transfer of such Erf, to pay
the levies attributable to that Erf.
5.14[6.18] A Member shall be liable for and pay all legal costs, including attorney and
client costs, and any collection related expenses and charges incurred by the
Company in obtaining the recovery of arrear levies or any other arrear amounts
due and owing by such member to the Company or in the enforcement of the
Rules, fines and penalties of the Company.
5.15[6.19] No Member shall be entitled to the privileges of membership unless and until
he/she shall have paid every levy, special levy, fine, penalty and interest
thereon, or any other sum, if any, which may be due and payable by that
Member to the Company, from whatsoever cause arising, and unless he/she is
in all other respects a Member in good standing with the Company, provided,
however, that the Board may establish guidelines from time to time to set
timelines and standards for the enforcement of this Article.
5.16[6.20] A Member is regarded as in good standing and will be entitled to attend, vote
and speak at any meeting of the Company and to hold office as Director of the
Company when he has paid all levies, special levies, fines, penalties and
interest due to the Company and is not in conflict with or in breach of any Rule
of the Company.
5.17[6.21] A Member who is not in good standing shall be entitled to attend and speak at
any meeting of Members but shall not vote.

6.[7.] RULES
[7.1] The Rules of the Company shall be approved by Members except where the Board
may amended a Rule or add a Temporary Rule to address:
6.1.1[7.1.1] Effectiveness and / or efficiency with respect to operations and / or costs;

6.1.2[7.1.2] Enhancement or improvement of security;
6.1.3[7.1.3] Access control for entry or exit from the Estate;
6.1.4[7.1.4] Encouragement of peace and harmony among Members or residents;
[7.1.5] A legitimate and / or persistent complaints complaint- by a Member;
6.1.5[7.1.6] An unacceptable conduct;
6.1.6[7.1.7] Compliance to law or regulation;
6.1.7[7.1.8] A new challenge or environment; and
6.1.8[7.1.9] Any gap in any approved Rules;
6.2[7.2] Subject to any restriction imposed or direction given at a General Meeting of the
Company, the Board may from time to time make, add to, amend, repeal or
suspend a Rule regarding and / or, including but not limited to:
6.2.1[7.2.1] Security and safety of the Estate and all persons thereon;
6.2.2[7.2.2] Controlled access to and egress from the Estate;
6.2.3[7.2.3] Speed and mode of travel and / or transport inside the Estate;
6.2.4[7.2.4] Building and construction of structures;
6.2.5[7.2.5] Compliance to laws, regulations and governance;
6.2.6[7.2.6] Service provider activity and / or involvement;
6.2.7[7.2.7] Events and / or Special functions;
6.2.8[7.2.8] The use of common property;

6.2.9[7.2.9] The design, construction, building, maintenance and aesthetic control of any
structure and / or improvements to be erected on any Erven and/or existing
dwellings and/or the open spaces and/or any facilities which may exist on the
property which are intended for the general use, enjoyment and amenity of the
Members, and building/construction regulations, engineering regulations,
environmental regulations, site specifications and accreditations;
6.2.10[7.2.10] The aesthetics of the Estate and / or any property in the Estate;
6.2.11[7.2.11] Environmental management including the preservation of the environment

and the right to regulate and control the removal of indigenous trees and shrubs
and the cultivation of trees and other flora;
6.2.12[7.2.12] Control and management of declared fauna and flora in terms of the
Conservation of Agricultural Resources Act No 43 of 1983 and related
regulations as amended;
6.2.13[7.2.13] The conduct and behaviour of Members, their employees, contractors,

visitors, tenants, delivery personnel and the like; Pets and other animals and
matters ancillary thereto;
6.2.14[7.2.14] Letting and reselling of property;
[7.2.15] Fines and penalties for transgressions of Rules and for losses or damages
suffered by the Company or Members as a result of such transgressions;
[7.2.16] Procedures for the enforcement of Rules and the levying of fines and penalties.
6.2.15[7.2.17] The Company shall in general have the power to make rules from time to
time as well as the power to substitute, add to, amend or repeal same, for the
management, control, administration, use and enjoyment of the Estate, for the
purpose of giving proper effect to the provisions of the Memorandum and for
any other purpose which powers shall include the right to impose reasonable
financial penalties and/or fines to be paid by those Members who fail to comply
with the provisions of this Memorandum or the Rules.
6.2.16 7.2.18 Notwithstanding the aforementioned the Directors, may not effect any
changes which materially change the intention or application of the Rules
without a resolution at either a special or general meeting of members.
[7.3] For the enforcement of any of the provisions of this Memorandum of Incorporation or
of the Rules in terms hereof, the Directors may;

[7.3.1] Take or cause to be taken such steps as they may consider necessary to remedy
the breach of any provisions of this Memorandum of Incorporation or of the
Rules of which a Member or another person may be guilty; and / or
6.2.17[7.3.2] Take such other action for appropriate relief in the appropriate forum, as they
may deem fit; or
6.2.18[7.3.3] Give written notice to the person (which shall include any Member, occupant
or visitor) concerned, requiring him to remedy any breach; and
6.2.19[7.3.4] Impose and / or amend any fine or penalty or any system of fines and / or
other penalties for any violation of any Rule.
[7.3.5] Recover damages or losses under appropriate circumstances from any Member or
other person resulting from a breach of this Memorandum of Incorporation or
any Rule.
[7.4] In the event of any breach of the provisions of this Memorandum of Incorporation or
or of of the Rules by any Member’s household, his guests, lessees, occupants,
employees, contractors or bona fide occupants, such breach shall be deemed
to have been committed by the Member himself, but, without prejudice to the
foregoing, the Directors may take or cause to be taken such steps against the
person actually committing the breach as they in their discretion may deem fit.
[7.5] In the event of any Member disputing the fact that he, his household, or his guests,
lessees, occupants, employees or contractors have committed a breach of any
of the Rules aforesaid, a committee of three (3) Members, appointed by the
chairperson Chairperson of the Company, may, notwithstanding any other
provision regarding dispute resolution, adjudicate upon the issue at such time
and in such manner and according to such procedure as the chairperson may
direct. In cases where the ruling by the Committee is not unanimous, the
chairperson will have a casting vote.
[7.6] The Directors may in the name of the Company enforce the provisions of this
Memorandum of Incorporation and any Rules or temporary directives by
proceedings in a Court of competent jurisdiction or any other appropriate forum
and may for this purpose appoint such attorneys and counsel as they may
deem fit.
6.3[7.7] Any rules made by the Company shall be reasonable and shall be in the interest of
the collective body of Members, the Company and shall apply equally to all
Members.
6.4[7.8] Any change in a Rule and / or any New Rule and / or any Temporary Rule shall be
communicated to all Members in writing before the date on which it is planned
to be implemented and effective.
6.5[7.9] The Rules made by the Company from time to time in terms of the powers granted
to the Company shall be binding on all Members. These Rules are incorporated
into this Memorandum as Annexure “C” thereto.

[7.10] In the event of any breach of the Rules for residents by any lessee, guests or
invitees, authorised representative or any other duly authorised person, such
breach shall be deemed to have been committed by the Member and the
Directors shall be entitled to take such action as they may deem fit against the
responsible Member.
6.6[7.11] The Directors may take or cause to be taken such steps as they may consider
necessary to remedy the breach of any Rules of which a Member may be guilty
and debit the costs of so doing to the Member concerned which amounts shall
be deemed to be a debt owing by the Member to the Company.
6.7
6.8 In addition, the Directors may impose the system of penalties and/or fines
provided for in this Memorandum and the amounts of such penalties or fines
may be revised and determined by the Board from time to time to provide for
realistic and proportionate penalties and/or fines and/or to comply with the
behests of applicable legislation.
[7.12] It shall be the duty of the Estate Manager, or such other person or body as may be
empowered by the Directors, to manage and enforce compliance by the
Members with the provisions of this Memorandum of Incorporation and the
Rules, and to this end to issue such penalties and notices or do such things as
may be necessary or requisite.
6.9 The Directors shall be indemnified by the members in respect of any action
performed in proper pursuit of the rules.
7.[8.] MAINTENANCE
7.1[8.1] The Directors shall have the power, without prejudice to any other rights of the
Company to;
7.1.1[8.1.1] Whenever they consider that the appearance of any land, Erf or any
building is poorly maintained; or any landscaping owned by a Member is
unsightly or injurious to the amenities of the surrounding area of the Property; to
serve notice on such Member to take steps as may be specified in the notice to
rectify such unsightly or injurious condition within a stated period;
7.1.2[8.1.2] Should a Member on whom a notice in terms of Article (8.1.1) is served,

fail to take such steps as may be specified in the notice within the stated period,
or takes insufficient steps in the opinion of the Directors to comply with the
notice, the Company may take such steps it deems necessary to remedy any
such situation and / or conditions, including appropriate legal action as the
Directors may deem necessary to rectify such unsightly or injurious condition
and to recover the costs of so doing from the Member concerned, which costs
shall be added to the levy invoice and be treated in the same manner as the
levy account and shall be deemed to be a debt owing by such Member to the
Company;

7.2[8.2] Determine the routine maintenance requirements of the Open Spaces and
common property and to instruct and authorise the Estate Manager or other
appointed person to attend to such maintenance requirements on such terms and
conditions as the Directors may deem appropriate on behalf of and for the account of
the Company.
7.3[8.3] The Directors may pay the costs of employing such staff members, agents,
contractors or consultants as they deem necessary to further the Company’s objects
and/or business.
8.[9.] AMENITIES
8.1[9.1] The Directors shall have control of all social and recreational facilities and
amenities situated on common areas. For this purpose, they may prescribe
conditions as they may consider appropriate and necessary for the use of any such
facilities and amenities by Members, including the charging of such fee as they may
deem reasonable for the use thereof.
[10.] ESTATE MANAGER / MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER
8.2[10.1] The Directors may from time to time, and shall, appoint in terms of a written
contract an Estate Manager, who shall be an ex officio director of the Company
without voting powers, but with specified functions to control, manage and administer
the Company and to exercise such powers and duties as may be entrusted to the
Estate Manager, including the responsibility to keep safe, secured and accurate
records of the Company, power to collect contributions levied by the Company,
powers to enforce the Rules of the Company and powers to impose fines and
penalties against violations of rules and powers to collect such fines and penalties.
8.3[10.2] The contract with the Estate Manager shall further provide for the appointment to
be terminated and the Estate Manager shall cease to hold office if:
8.3.1[10.2.1] The Estate Manager surrenders his/her estate or is provisionally or finally

sequestrated or liquidated, as the case may be;
8.3.2[10.2.2] The Estate Manager is found guilty and recommended for dismissal after an
independent enquiry on any case of misconduct;
8.3.3[10.2.3] The Estate Manager is found guilty of poor performance and recommended
for dismissal after an independent enquiry;

8.3.4[10.2.4] The Estate Manager (or any of its directors in the case of a Company or
Close Corporation) is convicted of an offence involving fraud or dishonesty, provided
that the Company may also conduct an independent disciplinary enquiry in the case
where the Estate Manager is a natural person and may suspend or dismiss the said
Estate Manager upon terms and conditions recommended by such disciplinary
enquiry; or
[10.2.5] In a case of the Estate Manager being a company, an ordinary resolution of the
Members of the Company is passed to that effect, provided that in such event the
Estate Manager is removed from office shall not be deprived of any right to claim
compensation or damages for breach of contract.
8.3.5[10.2.6] Where the Estate Manage is a natural person, any dismissal shall be
preceded by an independent enquiry.
8.3.6[10.2.7] The Estate Manager shall keep proper records (including such records as
may be required by applicable legislation) and shall report to the Board of the
Company on all matters which detrimentally affect the value or amenity of any
freehold residential Erf, the Land, Open Spaces or the Property.
8.3.7[10.2.8] The Estate Manager shall ensure that all important Company records such as
employment agreements, services agreement, insurance policies, minutes of all
company meetings, register of resolutions, occurrence register, building plans etc.
are kept securely at all time in electronic form and physical form onsite inside the
Estate and remotely out of the Estate.
8.3.8[10.2.9] The Directors shall give reasonable prior notice to the Estate Manager of all
meetings of the Directors and the Estate Manager shall be entitled to be present
thereat, unless cogent reasons exist for the Directors to resolve otherwise.
8.3.9[10.2.10] The Estate Manager shall keep a copy or readily available record of the
minutes of all meetings of the Directors, committees and Members.
8.3.10[10.2.11] Should there be no Estate Manager in office at any time, then all
references in these Articles to the Estate Manager shall be deemed to be a
reference to a Directors.
9.[11.] RESTRICTIONS ON TRANSFER OF THE LAND
9.1[11.1] No Member shall transfer any Erf of which he is the registered owner unless:
[11.1.1] The Company, under the hand of the Directors and / or the Estate Manager or
any duly authorised Company employee, has issued a clearance certificate in
terms of which it is certified that the Member has fulfilled all his financial obligations
to the Company in respect of the period up to and including the date specified in such
notice; .and

The transfer takes place prior to or on that specified date. ; and
9.1.1[11.1.2] The proposed transferee has agreed in writing to become a member of the
Company and such written agreement has been lodged with the Company.
The Company may claim from any Member or his estate any arrears or levy or
interest or any other amount due by him to the Company at the time of his ceasing to
be a Member.
10.[12.] MEETINGS OF MEMBERS
10.1[12.1] The Company, at such time as prescribed in the Companies Act, shall hold
General Meetings of Members to be known and described in the notices calling such
meetings as Annual General Meetings (AGM), General Meetings or Special General
Meetings.
10.2 Annual General Meeting of the Company shall be convened within six (6) months
after the end of the Financial Year of the Company, but not more than fifteen (15)
months after the date of the previous Annual General Meeting, unless by
interruptions induced by public violence or A State of Emergency or A State of
Disaster as defined in the relevant laws and regulations.
10.3 Directors may, whenever they deem fit, convene a General Meeting, and a General
Meeting shall also be convened on a written requisition, including an electronic
requisition by Members as provided for in terms of Section 61(3) of the Act.
10.4 Subject to the provisions of the Act relating to the meetings of which special notice is
required to be given, an Annual General Meeting and a meeting called for the
passing of a Special Resolution shall be called by at least fifteen (15) business
days’ notice in writing before the meeting is to begin. Any other meeting of the
Company, shall be called by at least ten (10) business days’ notice in writing.
10.5 Meeting of Members may be held physically and / or remotely, in part or in whole
over an electronic hosted medium and / or platform.
10.6 Every Meeting of Members shall, unless otherwise resolved by the Directors, be held
on the Property or in the District in which the Company’s registered office is situated
and / or partially or wholly through an ICT enabled capability and / or platform and /
or application and / or functionality.
10.7 All Notices for meetings shall be sent to Members electronically only as per the
electronic address given by a Member or as per the Company approved electronic
communication platform.

10.8 The notice shall be exclusive of the day on which it is served or deemed to be served
and of the day for which it is given and shall specify the place, the day and the hour
of the meeting and, in case of special business, the general nature of the Special
Resolution, expressed with sufficient clarity and specificity accompanied by sufficient
information and explanatory material, and shall be given in terms of Articles (Error:
Reference source not found), (Error: Reference source not found), (12.9) and
12.6.
10.9[12.2] A Notice and / or supplementary information for a meeting of Members shall

meet the requirements of the Act and shall specify:
[12.2.1] A historical account or conditions that precipitated a resolution;resolution.

[12.2.2] All facts related to the resolution;resolution.
[12.2.3] Provide risk analysis and impact for and against approval of the
resolution;resolution.
[12.2.4] Advantages and disadvantages for and against approval of the
resolution;resolution.
[12.2.5] A detailed explanation of the situation; and.
10.9.1[12.2.6] A summary of all requirements stated above herein.
10.10[12.3] A Notice and / or supplementary information for a

meeting of Members shall:
[12.3.1] Not have any biased content;content.
[12.3.2] Not withhold any peace of fact relevant and known at the time of issuance of
Notice; .
[12.3.3] Not seek to influence Members for or against the proposed resolution.;
[12.3.4] Disclosed and provide all information relevant; and.
10.10.1[12.3.5] Have all facts supported by irrefutable documentation that must be

provided to Members together with the Notice.
[12.4] A proposed Special Resolution shall not be amended after a notice has been
issued, rather, a new notice should be issuesd.
[12.5] A proposed Ordinary Resolution may only be amended once before a meeting of
Members and within seven (7) days of issues of such notice. An amendment shall
only be limited to:

10.10.2[12.5.1] clarification in a supplementary information or a supporting document;
10.10.3[12.5.2] clarification relating to the practical implementation of the resolution;
10.10.4[12.5.3] removal of ambiguity or for removal of contradiction.
10.11 A proposed Notice of a resolution, shall state per each resolution whether a
proposed resolution is recommended by the Board of Directors or not and shall state
how many directors are opposed to it and how many support it.
10.12 No resolution of Members may be made through a Round Robin method.
10.13[12.6] An immaterial defect in the form or manner of giving notice of a members

meeting, or an accidental or inadvertent failure in the delivery of the notice to any
particular Member to whom it was addressed, does not invalidate any action taken at
the meeting.
11.[13.] PROCEEDINGS AT MEETINGS OF MEMBERS
11.1[13.1] No other person than a Member as referred to in Article (5) shall be entitled to
attend any meeting of the Company.
11.2[13.2] Meeting of Members may be held in person and / or remotely, in part and / or in
whole, through and / or facilitated by an ICT hosted medium and / or platform.
11.3[13.3] All business that is transacted at an Annual General Meeting and any other
meeting of the Company, with the exception of:
11.3.1[13.3.1] The consideration of the audited financial statements; and
[13.3.2] The selection and approval of external auditors; and
11.3.2[13.3.3] The fixing and approval of the remuneration of the external auditors; and
[13.3.4] The election of nominated Directors shall be deemed to be special business;

which shall be deemed to be special business.
11.4[13.4] Quorum

[13.4.1] Save as herein otherwise provided, a quorum at a General meeting of Members

shall be Twenty (20) Members ,Members, entitled to vote and present in
person or by proxy or through an electronic medium; otherwise a quorum shall
be.
11.4.1[13.4.2] Fifty Eight (58) Members or Ten percent (10%) of the total number of
Members of the Company at a Special Meeting of Members.
11.4.2[13.4.3] Any one (1) or two (2) signed petitions or requests for a meeting of
Members that is supported through signature by Ten percent (10%) of the total
number of Members eligible to vote, shall be granted.
[13.5] If within thirty (30) minutes from the time appointed for the meeting, a quorum is not
present, the meeting, if convened upon the requisition of Members, shall be
dissolved. Any other meeting convened by the Directors shall stand adjourned to the
same day in the next week, at the same time and place or, if that day be a public
holiday, to the next succeeding day other than a public holiday, and if at such
adjourned meeting a quorum is not present within thirty (30) minutes from the time
appointed for the meeting and subject to the Companies Act, the Members or
Member present shall form a quorum. And At such a meeting Members may:
[13.5.1] Adopt an ordinary decisions.; and
11.4.3[13.5.2] Not decide on any Special Resolution.
[13.5.3] The Chairman Chairperson, of the Board of Directors shall preside as chairperson
Chairperson at every meeting of Members of the Company, unless:
[13.5.3.1] There is no such chairperson Chairperson for whatever reason; or
11.4.3.1[13.5.3.2] If at any meeting he is not present within fifteen (15) minutes after the
time appointed for holding the meeting; or
[13.5.3.3] Where the Chairperson If he is unable or unwilling to act as

chairpersonChairperson;:
[13.5.4] the Vice or Deputy Chairman Chairperson of the Board shall be the
chairperson Chairperson of the meeting of Members.

[13.5.5] If the Vice or Deputy Chairman Chairperson is absent, unable or unwilling to

act as chairperson, then Members present shall choose another Director to
so act, failing which the Members, will be entitled to appoint any Member or
third party to chair the meeting.
[13.6] The chairperson Chairperson 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. No business shall, however, be transacted at
any adjourned meeting other than the business left unfinished at the meeting from
which the adjournment took place. When a meeting is so adjourned, notice of the
adjourned meeting shall be given in the manner prescribed save that it shall not be
necessary to give any notice of the business to be transacted at an adjourned
meeting.
11.5[13.7] At any meeting of Members a resolution put to the vote of the meeting shall be
decided on a show of hands and / or a poll using board and / or cards including but
not limited to electronic and / or physical cards. If any Member request or demands a
secrete poll on any matter of any Member’s meeting, then a secrete poll shall not be
denied and shall be granted and conducted. Unless a poll is so demanded, a
declaration by the chairperson that a resolution has, on a show of hands, been
carried, or carried unanimously, or by particular majority, or lost, and an entry
to that effect is made in the minute book of the Company, it shall be conclusive
evidence of the fact, without proof of the number or proportion of the votes
recorded in favour of, or against, such resolution.
[13.8] No objection shall be raised as to the admissibility of any vote except at the meeting
itself and at which the vote objected to is raised and every vote not disallowed at
such meeting shall be valid for all purposes. Any objection shall be referred to the
chairperson Chairperson of the meeting, whose decision shall be final and
conclusive.
11.6[13.9] If a poll is duly demanded it shall be taken in such manner as the chairperson
directs and the result of the poll shall be deemed to be the resolution of the meeting
at which the poll was demanded. Scrutineers shall be elected at the meeting to
declare the result of the poll, and their decision, which shall be given by the
chairperson of the meeting, shall be deemed to be the resolution of the meeting at
which the poll is demanded.
11.7[13.10] In the case of an equality of votes, whether on a show of hands or on a poll;

the chairperson of the meeting at which the show of hands takes place, or at which
the poll is demanded, shall not be entitled to a second or casting vote.
11.8[13.11] In the event of an equality of votes, the meeting will stand adjourned for one
week where after the resolution which had an equality of votes will again be
subjected to a vote to be carried by the necessary percentage, failing which it will be
regarded as defeated.

12.[14.] VOTES OF MEMBERS AND ATTENDANCE BY PROXY
12.1[14.1] At any meeting of the Company each Member of the Company who is the
owner of a freehold residential Erf, present in person or represented by proxy, shall
have one (1) vote for each residential Erf of which he is the owner or directors or
member or trustee; in the case where the owner is a company, closed corporation or
a trust respectively; and
12.2[14.2] A Member shall be entitled to appoint a proxy to participate in, speak and vote
on the Member’s behalf.
12.3[14.3] A proxy holder shall be a:

12.3.1[14.3.1] Member;
12.3.2[14.3.2] spouse of a Member;
12.3.3[14.3.3] trustee or beneficiary in the case of a trust;
12.3.4[14.3.4] director in the case of a company; or
12.3.5[14.3.5] member in the case of closed corporation (CC); or
12.3.6[14.3.6] a household member, appointed with full power of attorney.
12.4[14.4] The form appointing a proxy shall be in writing as per Annexure B attached
hereto under the hand of the nominator duly authorised thereto in writing or, if the
nominator is a corporate body, under the hand of an officer or agent authorised by
that body.
12.5[14.5] The form appointing a proxy and the power of attorney or other authority, if any,
under which it is signed or a certified copy of such power of attorney or authority shall
be electronically transmitted or deposited by hand at the registered office of the
Company not less than forty eight (48) hours (or such lesser period as the Directors
may determine in relation to any particular meeting) before the time for holding the
meeting (including an adjourned meeting) at which the person named in the form
proposes to vote, and in default, the form of proxy shall not be treated as valid. No
form appointing a proxy shall be valid after the expiration of six (6) months from the
date when it was signed, except at an adjourned meeting or unless otherwise
specifically stated in the proxy itself.
12.6[14.6] A vote given in accordance with the terms of a proxy shall be valid
notwithstanding the death of the principal, or revocation of the proxy, provided that
the Directors did not receive notice of the death or revocation at any time before a
vote is taken.

13.[15.] NOMINATION OF DIRECTORS
13.1[15.1] The Mooikloof Owners’ Association “MOA” is a closed community that

embraces equity, fairness and transparency among all Members and structures of
the Estate.
13.2[15.2] A Member in good standing may be nominated by another Member and

supported by a third Member during the nomination period preceding a meeting of
Members.
13.3[15.3] A minimum period of ten (10) working days shall be allowed for the process of
nomination and submission of supporting documents by a nominating Member to the
Estate Manager.
13.4[15.4] Each nomination form shall be signed by the nominator, the supporter of a
nomination and the nominated person.
13.5[15.5] Each nomination shall be accompanied by:
13.5.1[15.5.1] a signed resolution from all directors of an owner company or all members
of an owner closed corporation or all trustees of an owner trust or from
individual owners .
13.5.2[15.5.2] a comprehensive curriculum vitae that shall correctly record the following:
(i) correct names of the nominated Members (including previous names);
(ii) professional qualifications;
(iii) professional experience;
(iv) experience in financial management;
(v) experience in land or property development or property management;
(vi) experience relating to management of company operations;

(vii) experience relating to management of people;
(viii) experience relating to governance, regulation and control of a company;
(ix) currrent status of employment / business involvement;
(x) record of delinquency as a director;
(xi) record of any involvement in a statutory investigation in relation to

directorship and duties related; and ;
(xii) indication of time availability.
[15.6] The nomination forms together with curriculum vitae shall be circulated to Members
together with the notice for a Members’ meeting or as a supplementary
information at least seven (7) days before a meeting of Members. All
nomination forms, curriculum vitae and supporting or associated documents
shall be sent together as a single batch for all nominated individuals.
13.6[15.7] A Director who avails himself for re-election after a three (3) year term, need not
go through a nomination process.

14.[16.] DIRECTORS
14.1[16.1] Directors serve in the Board at the behest of Members, for the interest of the
Company and the benefit Members.
14.2[16.2] A Director of the MOA is essentially a volunteer worker to serve the community
of people living inside the Estate.
[16.3] Unless otherwise determined by a meeting of the Members of the Company, the
minimum number of Directors shall be seven (7);.
14.3[16.4] The Company may from time to time at any meeting of Members, increase or
reduce the number of Directors subject to a minimum number of seven (7)
Directors.
14.4[16.5] A quorum shall be Five (5) Directors for a Board of Director meeting.
14.5[16.6] If for whatever reason the number of Directors fall to a number below Seven (7),
the Board of Directors stand valid, provided the quorum is maintained at Five
(5) Directors.
14.6[16.7] A Director shall be:
14.6.1[16.7.1] a Member of the Company; or
14.6.2[16.7.2] a spouse of a Member, appointed with a full power of attorney; or
14.6.3[16.7.3] trustee or beneficiary in the case of a trust; or
14.6.4[16.7.4] director in the case of a company; or
14.6.5[16.7.5] member in the case of closed corporation (CC); and
14.6.6[16.7.6] the Estate Manager or a representative employee and director of an Estate

Manager where the Estate Manager is a company.
[16.7.7] A Director who is not a Member in individual capacity, shall be appointed with full
powers of attorney signed by all members in case of a closed corporation,
or all directors for a company and all trustees for a trust or spouse where
all the Member is a natural person. s if a spouse.
14.7[16.8] A Director needs to be a Member of the Company or the spouse of a natural

person who is a Member or a director where an owner is a company or a
trustee or beneficiary where a trust is an owner, or a member where a closed
corporation is an owner.

14.8[16.9] Unless otherwise decided by a meeting of members of the Company, any

vacancy occurring in the Board of Directors may be filled by the Directors only
up to the next Annual General Meeting.
[16.10] The Company, at a meeting of Members, shall have the power at any time, and
from time to time, to appoint a person as defined in Article16.7. (Error:
Reference source not found) as a Director in the event of a permanent
vacancy on the Board for any reason whatsoever, but so that the total number
of Directors shall not at any time exceed the maximum number fixed by or in
terms of this Memorandum of Incorporation or a resolution of a meeting of
members of the Company.
14.9[16.11] At least one third or three (3) of the elected Directors of the Company shall
annually stand down but nothing precludes such Directors who stand down, to
make themselves available for re-election.
14.10[16.12] The Company shall neither assist nor donate any financial value to any
Director nor any Member nor any person.
14.11[16.13] Round Robin decisions in the meeting of Directors and / or meeting of a

Committee shall be unanimous.
14.12[16.14] Director shall discuss and decide based on persuasion and consensus,
failing which by a vote of majority.
15.[17.] COMMITTEES OF THE BOARD OF DIRECTORS
15.1[17.1] The Board of Directors may form a committee to address any matter they deem
fit and shall also form the following Committees to assist with the work of
Directors:
15.1.1[17.1.1] The Audit and / or Risk Committees; that shall have as its members, at
least two (2) Directors, at least one (1) independent Member, the Estate
Manager and an external independent auditor appointed by Members in a
General meeting;
[17.1.1.1] The functions of the Audit and Risk Committee shall be to assess and qualify
Company risks and to advise the Board of Directors on mitigation of such
identified risks; and.
15.1.1.1[17.1.1.2] To constructs, examine and assess financial statements of the

Company and advise the Board of Directors accordingly.
[17.1.2] The Security Committee; that shall have as its members, at least one (1)
Director, the Estate Manager, the Security Manager, a representative from a
security service provider, a representative from the South African Police
Services “SAPS”, a representative from the community policing forums, and
representatives from neigbouringneighboring gated complexes, estates and
communities.

15.1.1.2[17.1.2.1] The functions of the Security Committee shall be to:
[(i)] Pro-actively assess and evaluate the security risks of the Estate at all
times;times.
[(ii)] Implement security controls and risk mitigation measures;measures.
(i)[(iii)] Meet periodically to evaluate the effectiveness of security control measures

and improve of them.
[17.1.3] The Social and / or Ethics Committee; that shall have as its members, at least
two (2) Directors, at least one (1) independent Member and the Estate
Manager;Manager.
[17.1.3.1] The functions of the Social and Ethics Committee shall be to actively encourage
harmonious social co-existence among Members; and.
15.1.1.3[17.1.3.2] To take proactive and reactive role in addressing conflict among

members.
[17.1.4] The Communications Committee; that shall have as its members, at least one
(1) Director, at least two (2) independent Member and the Estate Manager.;
15.1.1.4[17.1.4.1] The functions of the Communications Committee shall be to:
[(i)] establish and review communications policy guidelines;guidelines.
[(ii)] Evaluate and advise on current and future communication channels.;

and
(i)[(iii)] Interact with Member to established preferred and credible

communications channels.
15.1.2[17.1.5] The Aesthetics Committee; that shall have as its members; at least one
(1) Director, at least one (1) independent Member and the Estate Manager.

[17.1.5.1] The functions of the Aesthetics Committee shall be to establish from Members,
an acceptable image, profile and character of the Estate and to maintained
and enforce that image accordingaccording to the needs and aspiration of
Members.
16.[18.] HONORARIUM OF DIRECTORS
16.1[18.1] Save as provided for in the Companies Act or resolved by a meeting of

Members of the Company, a Director shall receive a monthly honorarium amount
determined by Members annually but shall not exceeding the value of a monthly levy.
16.2[18.2] A Director of the Company is precluded by him holding office on the Board of
the Company, to contract directly or indirectly with the Company whether for
consulting or any other services.
16.3[18.3] If any Director commits a breach of Article (18.2), he shall forthwith cease to be
a Director and shall not be eligible to stand for election nor re-election for a minimum
of ten (10) years.
17.[19.] MOA’S EMPLOYEE REMUNERATION AND HUMAN RESOURCES POLICY
17.1[19.1] All employees and contractors shall be treated with respect and equitably by all
Members and by all Directors.
17.2[19.2] Director shall approve the Company remuneration policy and employee
remuneration shall be benchmarked periodically and adjusted accordingly.
17.3[19.3] The Estate shall be a workplace with no union activity.
17.4[19.4] Directors shall approve the Company Human Resources policy that shall
explain the Company’s position on labour relations matters such as disciplinary
hearing, grievance and disputes resolution process with employees, including:
17.4.1[19.4.1] All employees shall sign employment contracts;
17.4.2[19.4.2] Employees shall sign employment acceptance on condition of no union

activity;
17.4.3[19.4.3] All employee and service providers shall accept, obey and enforce Rules of
the Company.

18.[20.] ALTERNATE DIRECTORS
[20.1] A Member Director has the right to nominate another Member to act as substitute
Director during a period when the Director will be absent or unable to perform the
duties of a Director, and when such an appointment is made the substitute Director
will be subjected in all respect to the conditions and terms that may exist for the other
Directors of the Company.
[20.2] The substitute Director, must while in office in the place of the Member Director who
appointed him, shall perform all the duties and functions of the Director whom they
represent.
19.[21.] BORROWING POWERS OF DIRECTORS
[21.1] Subject to any restriction imposed or direction given at a General Meeting of the
Company through an ordinary resolution, the Directors may borrow from any entities,
any sums of money, limited to the one year annual budget shortfall amount; for the
purpose of meeting the objectives and business of the Company for that specific
year, as approved in Members’ meeting and as set out in this Memorandum of
Incorporation and which have not been raised in terms of Article ().
19.1[21.2] Such funds as referred to in Article (21.1) shall not exceed the previous year
annual total levy amounts when the debt is raised.
19.2[21.3] The Directors may secure the repayment of any sums of money borrowed in
terms of Article (21.1) or the payment of any debt, liability or obligation whatsoever
of the Company in such manner and upon such terms and conditions as approved by
Members in a Special Resolution.
19.3[21.4] Any other Company borrowing, debt position, liability position or encumbrance,
shall be approved by Members in a Special Resolution.

20.[22.] GENERAL POWERS AND DUTIES OF DIRECTORS
20.1[22.1] The business of the Company shall be managed by the Directors who may
exercise all such powers of the Company as are not prohibited by the Companies Act
or by this Memorandum of Incorporation or required to be exercised by the Company
at any meeting of Members.
20.2[22.2] Directors shall allocate portfolio of functions and / or responsibilities among

themselves.
20.3[22.3] Directors may from time to time appoint one (1) or more of their body to the
office of Chairman and Vice Chairman for such period and generally on such terms
as the Directors may deem fit.
20.4[22.4] The appointment of a Chairman and Vice Chairman shall terminate by itself at
the time when he ceases for any reason to be a Director, or if the Company at any
meeting of members resolves that his position of chairperson and vice chairperson
be terminated.
[22.5] The Directors may from time to time entrust to and confer upon a Chairman for the
time being, such of the powers vested in him as they may deem fit, and may confer
such powers for such time and to be exercised for such objects and upon such terms
and with such restrictions as they may deem expedient, and they may confer such
powers either collaterally or to the exclusion of, and in substitution for, all or any of
the powers of the Directors, and may from time to time revoke or vary all or any of
such powers.
20.5[22.6] Directors shall submit for approval by Members through an ordinary resolution,
an annual budget, that shall constitute the funding plan for the operations of the
Company for the relevant year;
20.6[22.7] The funding plan or annual budget shall provide benchmarked performance and
financials parameters not limited to levies, security and asset conditions; and shall
consider the following:
[22.7.1] Sensitivity of levy affordability (levy default rate) by Members;Members.
[22.7.2] General economic conditions and employment rate;rate.
[22.7.3] Default rate of Members on the monthly levy;levy.
20.6.1[22.7.4] The Board shall approve levy increase not exceeding the Consumer Price
Index (CPI);
20.6.2[22.7.5] Annual levy shall not increase by more than (CPI), unless otherwise
approval through a Special Resolution;

20.6.3[22.7.6] The target for monthly levy default rate by Members shall be two percent of
(2%) of total payable monthly levy;
20.6.4[22.7.7] If the monthly default levy exceeds target for more than six (6) months in a
year, the, monthly levy increase for the following year shall not exceed CPI;
20.7[22.8] Directors shall have the power from time to time to delegate to any one (1) of
their body or to the Estate Manager, such of the powers as are vested in the
Directors pursuant to the Companies Act or under this Memorandum of
Incorporation, as they may deem fit.
20.8[22.9] Directors may delegate any of their powers to a committee or committees

consisting of such Member or members of their body and/or the Company as
they deem fit. A committee so formed shall, in the exercise of its mandate be
purely advisory in nature to the Board of Directors and the committee will
conform to any conditions and guidelines that may be prescribed by the
Directors. Save as aforesaid, the meetings and proceedings of a committee
shall be governed by the provisions of this Memorandum of Incorporation
regulating the meetings and proceedings of Directors.
20.9[22.10] The Directors shall create the following formal Committees:
20.9.1[22.10.1] an Audit and / or Risk Committee with External Auditor attending and
with at least one Members not a Director;
20.9.2[22.10.2] a Security Committee with a security service provider represented

and with at least one of its members not a Directors; and
20.9.3[22.10.3] a Social and / or Ethics Committee with at least one (1) Member not a
Director;
20.9.4[22.10.4] Committee members shall appoint the chairperson of a Committee;
20.9.5[22.10.5] a quorum for a formal Committee shall be formed only when a

Director and at least one (1) Member who is not a Directors are present;
20.10[22.11] Directors may create other needs-based

Committees at their discretion:
20.10.1[22.11.1] a Communications Committee with at least two (2) of its

members not Directors;
20.10.2[22.11.2] an Aesthetics Committee with at least two (2) of its members not
Directors; and
20.10.3[22.11.3] The Estate Manager shall be a member of all Committees;

20.10.4[22.11.4] A quorum for needs-based Committees shall be met only when a

Director and at least one (1) independent Members who is not a Director
are present and the Estate Manager are present.
20.11[22.12] Directors may form any Committee of Members and / or experts and / or
external parties to address any matter that the Directors deem necessary for
such an arrangement and may invite any Member to be part of any Committee
of the Board of Directors.
20.12[22.13] Without prejudice to the general powers above and so as not in any way to
limit or restrict those powers, and without prejudice to the other powers conferred by
this Memorandum of Incorporation, and within the constraints of the budget, it is
hereby expressly declared that the Board of Directors shall have the following
powers:
20.12.1[22.13.1] To pay the costs incidental to the promotion of the Company; and
20.12.2[22.13.2] To purchase or otherwise acquire for the Company any property or

related rights or privileges which the Company is authorised to acquire, at such price
and generally on such terms and conditions as approved at a General Meeting of the
members of the Company; and
20.12.3[22.13.3] To secure the fulfilment of any contracts or engagements entered into by

the Company, by mortgage or pledge of all or any of the property of the
Company, subject to a normal resolution at a General Meeting of the members of
the Company; and
20.12.4[22.13.4] To appoint, remove or suspend, a chairperson, vice-chairperson

Manager, secretaries, officers, clerks, agents and other staff for permanent,
temporary or special services, as they may from time to time deem fit, within the
applicable labour legislation, and, in so doing to determine their powers and duties,
their salaries, and conditions of employment; and
[22.13.5] To appoint and / or terminate the employment services of the Estate Manager
and to determine his remunerations; and
20.12.5[22.13.6] To engage or terminate the services of accountants, attorneys,

advocates, architects, engineers and any other professional person(s) whatsoever for
any reasons deemed necessary by the Directors and on such terms as the Directors
may decide; and

20.12.6[22.13.7] To institute, conduct, defend, compound, or abandon any legal

proceedings by or against the Company, or its officers, or otherwise concerning the
affairs of the Company, and also to compound and allow time for payment or
satisfaction of any debts due, and of any claims or demands by or against the
Company; and
20.12.7[22.13.8] To make, collect and give receipts, releases and other discharges for
money payable to the Company, and for the claims and demands of the Company;
and
[22.13.9] To determine who shall be entitled to sign on the Company's behalf bills, notes,
receipts, acceptances, clearance certificates, endorsements, cheques, releases,
contractscontracts, and documents; and
20.12.8[22.13.10] To invest any of the surplus funds of the Company not immediately
required for the business and purposes of the Company, subject to prescriptions and
restrictions contained in the financial policy of the Company; and
[22.13.11] To enter intoenter all negotiations and contracts, and rescind and vary all such
contracts and execute and do all such acts, deeds and things in the name and on
behalf of the Company as they may consider expedient for or in relation to any of the
matters aforesaid, or otherwise for the purposes of the Company; and
20.12.9[22.13.12] To levy subscriptions, contributions and/or levies on Members of the

Company upon such proportions as they may determine from time to time, if they
deem it advisable and determine the due date of payment thereof; and
20.12.10[22.13.13] To collect the levies from Members and to administer the levies as per
the obligations of this Memorandum of Incorporation; and
20.12.11[22.13.14] To suspend the voting rights of any Member or any Member's

representative or proxy for so long as any subscription, contribution and/or levy,
notice of which has been given to such Member, as contemplated in this
Memorandum of Incorporation, remains due but unpaid; and
20.12.12[22.13.15] To attend to all aspects of the maintenance and management of the

communal services and communal facilities of the Company, including without
limitation the application for, renewal of, compliance with and the use of in general all
licenses required in and for the operation of the Company.
[22.13.16] In generalgeneral, to do whatever is appropriate and requisite to achieve the

objects of the Company set out in Clause (3)Article 4 of this Memorandum.

20.13[22.14] The Directors shall not be entitled to exercise the following powers on behalf
of the Company unless with prior approval of the Members of the Company obtained
at a Meeting of Members of the Company in terms of an appropriate resolution
adopted at such meeting:
[22.14.1] Sell or pay or dispose or settle or encumber or alienate or exchange or enter into
an agreement or approve a transaction or enter into an agreement with any
Member and / or a party where a Member has interests without a Special
Resolution, unless such an entity is listed as defined in the Securities Services
Act No: 36 of 2004, as amended from time to time;time.
[22.14.2] Sell or pay or disposal or settle or encumber or alienate or exchange or enter into
an agreement or approve a transaction involving any class of assets without a
Special Resolution, if the envisaged transaction value exceeds Twenty
percent (20%) of total value of an asset classification, otherwise through an
ordinary Ordinary resolution;
[22.14.3] Sell or pay or disposal or settle or encumber or alienate or approve any

transaction or any agreement that involves any immovable property where an
individual asset or cumulative assets value exceed Twenty percent (20%) of
total immovable property value owned by the Company, unless through a
Special Resolution; otherwise through an ordinary Ordinary resolution; and
20.13.1[22.14.4] On an annual basis, surplus and / or unused funds shall be transferred to

a special investment account and kept as reserves for a specific purpose and to
be used or moved as per Special Resolution.
[22.14.5] Appoint or terminate the contract of a security service provider, except where as
directed differently by an Ordinary Resolution of Members.
20.13.2[22.14.6] Neither financially assist nor donate to any Director nor any Member.
21.[23.] DISQUALIFICATION AND PRIVILEGES OF DIRECTORS
21.1[23.1] A Director shall cease to hold office as such if:
[23.2] He / She ceases to be a Director by virtue of any of the provisions of the Act or
becomes prohibited from being a Director by reason of any order made under
the Act;. or
[23.3] His / Her estate is sequestratedsequestrated, or he files for a petition for the
surrender of his estate or an application for an administration order, or if he
commits an act of insolvency as defined in insolvency law, or if he makes any
arrangement or composition with his creditors generally; . or

[23.4] He / She is certified insane; .or
[23.5] He / She becomes of unsound mind; . or
He / She is convicted of a serious criminal offence (excludes a traffic offence); ). or
He / She is voted out by a majority in a meeting of Members; . or
He / She is removed by a resolution of the Company as provided in the Act; . or
[23.6] He / She resigns his office by notice in writing to the Company; or A notice removing
him / her from office is signed by Members having a right to attend and vote at a
meeting of Members who hold more than fifty one percent (51%) of the total
voting rights of all the Members who are at the time entitled so to attend and to
vote and is delivered to the Company or lodged at its registered office; . or
[23.7]
[23.8] He / She is otherwise removed in accordance with any provisions of this
Memorandum of Incorporation; .or
21.2[23.9] He / She is absent for three (3) consecutive board meetings without proper
excuse and apology.
21.3[23.10] He / She becomes the subject of an unresolved compliance notice issued by

CIPC in terms of Section 171(1) of the Act.
21.4[23.11] Any dispute on the MOI or Rules, that cannot be resolved amicably
among Directors, shall be referred to the CIPC Commissioner for
resolution.
21.5[23.12] A vote of no confidence against a Director, based on the conduct of a Director;

shall be in writing, signed and shall be supported by at least one other Director
and shall stand if unanimous.
22.[24.] PROCEEDINGS OF MEETINGS OF DIRECTORS
22.1[24.1] The Estate Manager shall act as the Company secretary.
[24.2] All Directors shall be invited to all meetings of Board of Directors;Directors.
[24.3] Failure to invite all Directors to a meeting shall render such subsequent meeting and
decisions taken in that meeting invalid unless, the uninvited Director accept the
omission as legitimate and not malicious and is present in the said meeting;meeting.

22.2[24.4] Meetings of Directors shall be called and coordinated by the Estate Manager in
consultation with the Chairman of the Board of Directors, alternatively the Vice
Chairman if or when the Chairman is not available and must be agreed to by the
majority of the Directors that form a quorum.
22.3[24.5] Similarly, the meetings of the Committees and / or subcommittees of the Board
of Directors shall be coordinated through the relevant chairman of the subcommittee
and agreed with the majority of the Committee members.
22.4[24.6] An agenda of a meeting shall be circulated with the invitation for a meeting.
22.5[24.7] Meeting of Directors and / or subcommittees may proceed to be held in person

physically and / or remotely and / or through or facilitated by an ICT hosted medium
and / or platform.
22.6[24.8] A formal written record of submission shall be circulated for consideration as

per agreed time among Director or Committee members.
[24.9] Proceedings of meetings of Directors and Committees shall be recordedrecorded,

and the minutes kept in a secured place in both electronic and in physical paper
form.
22.7[24.10] Directors may meet, adjourn and otherwise regulate their meetings as they
deem fit, but shall have no fewer than six (6) board meetings per annum.
22.8[24.11] Unless otherwise resolved by the Directors for cogent reasons, all board
meetings shall be held on the property or in the district where the Company’s
registered office is situated.
22.9[24.12] Decisions of Directors shall be by a simple majority vote. Each Director shall
have one (1) vote.
22.10[24.13] The Chairperson shall not have a second (2nd) or casting vote.
22.11[24.14] The Directors may determine what period of notice shall be given of meetings
of Directors and may determine the means of giving such notice.

[24.15] A quorum shall consist of Five (5) Directors present in person or by alternate
appointment for the purpose of convening a meeting of Directors.
[24.16] The continuing Directors (or sole continuing Director) may act notwithstanding any
vacancy in their body, but, if and so long as their number is reduced below the
number fixed by or pursuant to this Memorandum of Incorporation as a quorum, the
continuing Director or Directors may act only for the purposes of summoning a
General Meeting of the Company to appoint Directors. If there is no Director or
Directors able and willing to act, and no specific provision is made in this
Memorandum of Incorporation for the appointment of Directors, then any holder of
voting rights entitled to be exercised in the election of a Director may convene a
General Meeting for the purpose of such an election.
22.12[24.17] Subject to the Act, a resolution in writing signed by all the Directors and being
not less than the required quorum, is sufficient to form a quorum and shall be as valid
and effective as if it had been passed at a meeting of the Directors duly called and
constituted.
22.13[24.18] If within thirty (30) minutes from the time appointed for the meeting, a quorum
is not present, the meeting, shall be dissolved and shall stand adjourned to the same
day in the next week, at the same time and place or, if that day be a public holiday, to
the next succeeding day other than a public holiday, and if at such adjourned
meeting a quorum is not present within thirty (30) minutes from the time appointed for
the meeting and subject to the Companies Act, the Directors present shall form a
quorum.
22.14[24.19] The Directors may elect a Chairperson and vice chairperson for their
meetings and determine the period for which he is to hold office; but if no such
chairperson and vice chairperson are elected, or if at any meeting the chairperson
and Vice Chairperson are not present within fifteen (15) minutes after the time
appointed for holding it, the Directors present may choose one (1) of their number to
be chairperson of that meeting.

23.[25.] VALIDITY OF ACTS OF DIRECTORS AND COMMITTEES:
[25.1] As regards all persons dealing in good faith with the Company, all acts done by any
meeting of the Directors, or of a committee of the Company, or by any person acting
as a Director as defined in this Memorandum of Incorporation and the Act, shall,
notwithstanding that it be afterwards discovered that there was some defect in the
appointment or continuance in office of any such Directors or persons acting as
aforesaid, or that they or any of them were disqualified or had ceased to hold office
or were not entitled to vote, be as valid as if every such person had been duly
appointed or was qualified or had continued to be a Director or was entitled to vote,
as the case may be.
[25.2] No Director shall, in his / her personal capacity or in his / her capacity as Director of
the Company, be liable for any loss / damage / misfortune which occurs as a result
ofbecause of the execution of his duties unless it occurs as a result of his own
dishonesty, gross negligence, breach of duty or breach of trust.
23.1[25.3] The Company shall secure Director’s personal liability insurance cover, for
decisions and actions pursuant to the business of the MOA.
24.[26.] ACCOUNTING RECORDS OF THE COMPANY
24.1[26.1] The Board of the Company shall cause such accounting records to be kept as
are prescribed by the Act.
24.2[26.2] The accounting records shall fairly represent the state of affairs and business of
the Company and explain the transactions and financial position of the Company.
24.3[26.3] The accounting records shall be kept at the registered office of the Company or
at such other place as the Directors may deem appropriate.
25.[27.] ANNUAL FINANCIAL STATEMENTS AND INTERIM REPORTS
25.1[27.1] The Directors shall from time to time, in accordance with the Act, cause to be
prepared and placed before the Company’s Annual General Meeting, audited annual
financial statements.
25.2[27.2] A copy of the audited annual financial statements which are to be placed before
the Annual General Meeting, shall be sent to every Member, at least fifteen (15) days
before the date of the meeting and be accompanied by the notice convening the
Annual General Meeting, provided that this Article shall not require a copy of those
documents to be sent to any person of whose address the Company is not aware of.

26.[28.] EXTERNAL AUDITORS
26.1[28.1] An auditor or auditing company may be appointed for the Company as per the
provisions of the Act.
[28.2] The appointment, powers, rights, remunerationsremunerations, and duties of the

auditors shall be regulated by the provisions of the Act and the Auditing Profession
Act 26 of 2005.
The appointed auditor shall not be a Member, nor a Director nor an employee of the
Company nor a Household member of a Member, nor of a Director, nor of the Estate
Manager.
27.[29.] RESERVES
[29.1] The Directors shall set aside out of the income of the Company a contingency
amount as reflected in the budgeted.
27.1[29.2] All such unused contingency amounts shall be taken to a reserve investment
account and shall not be used unless the Company Reserves exceed the annual
operating and capital budget.
27.2[29.3] All sums standing to the credit of revenue and general reserve shall at the
discretion of the Directors be applicable for meeting contingencies, for the gradual
liquidation of any debt or liability of the Company, for repairing, improving or
maintaining any property of the Company, for meeting losses on realisation of, or
writing down investments either individually or in the aggregate, or for any other
purpose to which income of the Company may appropriately be applied. Pending
such application such sums may either be employed in the business of the Company
(without being kept separate from other assets of the Company) or be invested and
may not be repaid to Members.
27.3[29.4] The Directors may divide the reserve into such special reserves as they think fit
and reallocate the amounts of such reserves either in whole or in part to other special
or general reserves and may consolidate into one reserve any special reserves or
any parts of special reserves into which the reserve may have been divided, except
when directed otherwise by the Members.
27.4[29.5] The Company shall have a minimum reserve account of not less than one (1)
year operating budgeted amount in its investments bank account and Directors shall
carry forward all unused income to the same reserve bank account.

28.[30.] NOTICES
30.1 A notice by the Company to any Member shall be regarded as validly given if it is
delivered personally to the Member by hand, orhand or sent by prepaid registered post to
him at his registered address or transmitted electronically to the Member’s registered email
address or sent through the Company electronic communication platform.
30.2 A Member entitled to a notice shall be bound by every Notice given in terms of
Article ().30.1
30.3 The Company shall not be bound to enter any person in the register of members of
the Company until that person gives provides the Company with a postal address, physical
address and electronic email address for entry in the Company register.
30.4 Any notice if given by post, shall be deemed to have been served on the seventh (7 th)
day following that on which the letter or envelope containing such notice is posted, and in
proving the giving of the notice sent by post, it shall be sufficient to prove that the letter
containing the notice was properly addressed and put into the post office.
30.5 Any notice delivered by hand and electronic communication by whatever means shall
be deemed to have been delivered and transmitted on the day following the date of service
or the date upon which such electronic communication is released.

29.[31.] INDEMNITY
29.1[31.1] Every Director, Manager, secretary and other officer or servant of the
Company shall be indemnified by the Company against consequential claims
and / or damages where such liability arise as a result of compliance with the
law and / or compliance with the Memorandum of Incorporation, and it shall be
the duty of the Directors out of the funds of the Company to pay to him all
costs, losses and expenses including travelling expenses which he may have
incurred or became liable for by reason of any contract entered into or act or
deed done by him in that capacity or in any way in the bona fide discharge of
his duties.
29.2[31.2] No Director, Manager, secretary or other officer or employee of the Company

shall be liable for any act, omission or failure of any other Director or officer or
servant, or for joining in any such act or omission or failure, or for loss or expenses
suffered by the Company through the inadequate or incomplete title to any property
acquired by order of the Directors or on behalf of the Company, or for insufficient or
defective security in or upon which any of the monies of the Company have been
invested or for any loss or damage arising from the insolvency, liquidation or delict of
any person with whom any monies, securities or effects have been deposited, or for
any loss or damage occasioned by any error of judgment or oversight on his part or
for any loss, damage or misfortune whatever which took place in the execution of his
duties of office, unless he would otherwise be liable in law on the grounds of
negligence, default, breach of duty or breach of trust in relation to the Company.
29.3[31.3] The Company does not and shall not indemnify any Director nor any employee
nor any Member nor any other person, where any loss and / or damage and / or
liability arise resultant to an unlawful conduct and / or negligence and / or
misrepresentation.
29.4[31.4] The Company shall purchase insurance to protect all Directors, Estate Manager
and a relevant Manager or employee against any liability or expenses for which the
Company is permitted to indemnify such Director, Manager, employee, secretary,
officer or servant in accordance with this Memorandum of Incorporation.
[31.5] The Company may shall purchase insurance to protect the Company against any
contingency including but not limited to:
29.4.1[31.5.1] Disaster resulting from acts of nature such as flooding, lightening damage,
earth tremor etc;
29.4.2[31.5.2] Public violence and / or rioting;
29.4.3[31.5.3] Any expenses that the Company is permitted to advance in terms of an

indemnity or for which the Company is permitted to indemnify a Director, Estate
Manager, Manager or an employee as aforesaid; and

29.4.4[31.5.4] Any liability for which the Company is permitted to indemnify a Director,
Estate Manager, Manager or an employee.
29.5[31.6] The Company is entitled to claim restitution from a Director, Estate Manager,
Manager, secretary, officer or employee of the Company for any money paid directly
or indirectly by the Company to or on behalf of that Director, Manager, secretary,
officer or employee in any manner inconsistent with this Memorandum of
Incorporation or the Act.
30.[32.] WINDING-UP
30.1[32.1] The Company does not have a share capital.
30.2[32.2] The liability of each Member is limited to the following amount upon the
Company being wound-up in that each Member undertakes to contribute to the
assets of the Company while he is a Member or within one (1) year after he has
ceased to be a Member upon the Company being wound-up, the amount of one
Rand (R1.00) in respect of each freehold residential Erf of which he is the owner.
30.3[32.3] Winding up of the Company by Members shall only be carried into effect after
Sixty percent (60%) of all Registered Members are present in proxy or physically or
electronically, in a meeting of Members and eighty percent (80%) of those present
have resolved in favour of the winding-up of the Company.
30.4[32.4] Upon the winding-up of the Company its assets will be transferred to another
non-profit company and be used for the common good of the owners of the
resultant Erfs inside the boundaries defining the Estate at the time of winding-up.
[33.] ALTERNATIVE DISPUTE RESOLUTION
[33.1] Without derogating of the right of any party to seek relief on an urgent basis, from
any competent Court, in the event of any dispute arising between or amongst
Members in regard toregarding this Memorandum of Incorporation, its interpretation
and application or the interpretation and application of the estate Rules or as to any
matter arising from the content thereof, such dispute or disputes shall be resolved as
follows:
30.4.1[33.1.1] The aggrieved party shall refer the dispute in writing to the board of
Directors and in accordance with the Rules for expedited arbitration of the
Company;
[33.1.2] If the parties involved in the dispute, as the case may be, cannot cannot resolve
the dispute, the dispute shall be referred to arbitration for consideration and
determination in terms of the Rules of the Company in Schedule (1).


SCHEDULE 1
MOOIKLOOF OWNERS’ ASSOCIATION (NPC)
(“hereinafter referred to as the MOA”)
RULES FOR EXPEDITED ARBITRATION
31.[34.] INITIATING DISPUTE RESOLUTION PROCEDURE
31.1[34.1] Any party to a dispute (the CLAIMANT) shall initiate the dispute resolution
procedure by notifying MOA in writing, briefly declaring the nature of the dispute, and
sending a copy to the other party or parties to the dispute (the DEFENDANT/S).
32.[35.] EARLY SETTLEMENT PROCEDURES
32.1[35.1] MOA will take steps to encourage the parties to settle any dispute amicably and
quickly. However, where in the opinion of MOA the prospect of settlement is slim,
MOA will notify the parties that it has referred the matter to arbitration and the steps
set out in the rest of the Rules will follow.
33.[36.] SELECTING THE ARBITRATOR
33.1[36.1] MOA will enquire from the parties whether they have agreed on an
ARBITRATOR and, if so, such ARBITRATOR will be appointed by MOA to resolve
the dispute. If, on enquiry, it appears that the parties have not agreed upon an
ARBITRATOR, then MOA will itself select and appoint a suitable ARBITRATOR, and,
if necessary, any substitute or alternative ARBITRATOR where appropriate. Any
ARBITRATOR appointed through MOA may be required to accept a Code of
Conduct for ARBITRATORS prescribed by MOA.

34.[37.] ADMINISTRATION FEES
34.1[37.1] Once the matter is referred to arbitration by the CLAIMANT, the parties will be
requested to pay a minimum prescribed administration fee and, from time to time as
the proceedings progress, such other fees and costs as may be payable. The tariff
for such fees and costs shall be arranged with the ARBITRATOR.
34.2[37.2] Should any one party fail to pay its share of any administration fee or cost when
requested by the ARBITRATOR, that party will lose the right to participate in the
arbitration process so long as that party is in default of payment and the proceedings
will continue to their conclusion in the absence of such party, unless the
ARBITRATOR orders otherwise in the special circumstances of any case.
35.[38.] RULES FOR ARBITRATION PROCEEDINGS
[38.1] The ARBITRATOR will notify the parties of a date to meet with the ARBITRATOR in
order toto determine the procedure to be followed to finalise the dispute.
35.1[38.2] The ARBITRATOR may require the parties to set out their respective claims
and answers in writing, or in greater detail, on such terms as he may require.
35.2[38.3] It shall be entirely within the power and competence of the ARBITRATOR to
decide upon any matters related to the proper preparation of the dispute for hearing
and in that regard the ARBITRATOR will direct the parties accordingly.
[38.4] The ARBITRATOR will set the date for hearing and choose the venue for the
hearing and determine all matters regarding any aspect of the hearing.
MoreoverMoreover, the ARBITRATOR can decide whether at the hearing the parties
are to give oral evidence or confine themselves to presenting their cases in writing or
by some other appropriate procedure. In this regard, the ARBITRATOR will be
guided by considerations of fairness, the cost-effective resolution of the dispute, and
the need to resolve the dispute quickly.
35.3[38.5] The ARBITRATOR has the widest discretion and powers allowed by law to
ensure the just, expeditious, economical and final determination of all the disputes
raised in the proceedings including the matter of costs. All powers and functions
exercised by the ARBITRATOR shall be in accordance with the provisions of the
Arbitration Act of 1965.
36.[39.] INTERLOCUTORY MATTERS AND TEMPORARY ORDERS
36.1[39.1] Should the need arise for any party to seek interim or temporary relief before
the arbitration is finalised, that party may apply to the ARBITRATOR to grant such
interlocutory order or give the required temporary relief and the ARBITRATOR shall
have the same power to do so as if the matter were one heard by a Judge in the High
Court save that if by law such power or order cannot be exercised or given by an
ARBITRATOR then, and then only, should the parties refer such matter to an
appropriate Court.

37.[40.] CONFIDENTIALITY
37.1[40.1] The proceedings shall be confidential. Neither the parties nor the ARBITRATOR
shall disclose to third parties any information regarding the proceedings, the award,
or settlement terms unless the parties otherwise agree in writing.
38.[41.] DEFAULT
38.1[41.1] Should any party fail to co-operate with the ARBITRATOR with the result that in
the view of the ARBITRATOR such default or omission prejudices the arbitration
process then the ARBITRATOR can either:
[41.1.1] give that party written notice that unless it remedies the default or omission within
a given time, it will forfeit the right to continue to participate in the arbitration with the
same consequences as set out in 4.239.1 above or,
38.1.1[41.1.2] warn the party in writing that its default or omission may make it liable to a
punitive order of costs irrespective whether it succeeds in the arbitration or not and
such punitive award of costs may include an order of attorney and client costs or
attorney and own client costs as those expressions are understood in the Uniform
Rules of Court.
39.[42.] THE AWARD
39.1[42.1] The ARBITRATOR must give his award within thirty days after finalisation of the
proceedings unless the parties otherwise agree.
39.2[42.2] The ARBITRATOR'S award must be published to the parties in an appropriate

fashion.
39.3[42.3] Unless the parties have in writing agreed otherwise at any time before the final
award is given, there shall be no right of appeal from the award. In cases where the
Parties have agreed otherwise, the appeal provisions agreed to by the Parties will
apply.

ANNEXURE A
ARBITRATION AGREEMENT
Agreement by and between:
_______________________________
And
_______________________________
Be it acknowledged, that we the undersigned as our interests exist in and to a certain

contract, dispute, controversy, action or claim described as:
(claim) do hereby agree to resolve any dispute or controversy we now have or may ever
have in connection with or arising from said claim by binding Arbitration.
Said Arbitration shall be in accordance with the rules and procedures of the MOOIKLOOF
OWNERSMOOIKLOOF OWNERS’ ASSOCIATION NPC attached hereto, which rules and
procedures for arbitration are incorporated herein by reference and the decision or award
by the Arbitrator shall be final, conclusive and binding upon each of us and enforceable in
a court of law of proper jurisdiction.
Signed at …………………………. this ………… day of ………………
In the presence of:
______________________________ ______________________________
______________________________ ___________________________

ANNEXURE B
PROXY FORM FOR THE MOOIKLOOF OWNERS’ ASSOCIATION NPC

(“The Association”)
ANNUAL GENERAL MEETING
I/We, ____________________________________ being the registered owner(s) of stand

_____ constitute a member of the abovementioned Association and I/we do hereby
appoint: ___________________________________of stand________________ or, failing
him, the Chairman of the meeting as my/our Proxy to vote for me/us and on my/our behalf
at the Annual General Meeting of the Association to be held at the Mooikloof Chapel on
(Day) _________________, (Date) _______________________ at 19H00 or at any
adjournment thereof as follows:
Resolution In Favour Against Abstain

1. Presentation of the audited financial No Vote No Vote No Vote
statements for the financial year ending
28/29 February _____
2. Presentation of Audit Committee Report No Vote No Vote No Vote
3. Appointment of Auditor for the ensuing
financial year
4. Approval of Auditor’s Remuneration
5. Appointment of Audit Committee
6. Election of Directors, to the extent
required by the Act or the company’s
Statutes
7. Matters raised by Member through
motions and resolutions
(Indicate instruction to Proxy by way of a cross in space provided above).
Completed proxy forms must please be submitted to the Mooikloof Owners’ Associations
NPC offices by e-mail to pa@mooikloofestate.co.za, before the commencement of the
Annual General Meeting being held at the Mooikloof Chapel on (Day)
_________________, (Date) _______________________ at 19H00 and may also be
tabled at the Annual General Meeting as per the discretion of the Board of Directors.

Please note: The Board of Directors may require proof of identification to support a proxy
form. Proxy forms are open for scrutiny if requested.
Member’s attention is drawn to the entitlements and reproduction of Section (58) of the
Companies Act, Act 71 of 2008, below.
SIGNED at _______________ on this ___________ day of _________________ 20___.
______________________________
Signature
(NOTE: A member entitled to vote at the meeting, is entitled to appoint an individual as proxy to
attend such meeting which individual needs not be a member of the Mooikloof Owners’
Association, to participate in, speak and vote at the meeting on behalf of such member).
PLEASE NOTE THE FOLLOWING EXTRACT FROM SECTION 58 OF THE COMPANIES ACT:
Shareholder’s right to be presented by proxy
1. At any time, a shareholder of a company may appoint any individual, including an individual who is
not a shareholder of that company, as a proxy to:
a) Participate in, and speak and vote at, a shareholders meeting on behalf of the shareholder; or
b) Give or withhold written consent on behalf of the shareholder to a decision contemplated in

section 60.
2. A proxy appointment:
a) Must be in writing, dated and signed by the shareholder; and

b) remains valid for:
(i) one year after the date on which it was signed; or
(ii) any longer or shorter period expressly set out in the appointment, unless it is
revoked in a manner contemplated in subsection (4)(c), or expires earlier as
contemplated in subsection (8)(d).
3. Except to the extent that the Memorandum of Incorporation of a company provides otherwise:
a) A shareholder of that company may appoint two or more persons concurrently as proxies, and
may appoint more than one proxy to exercise voting rights attached to different securities held
by the shareholder;
b) A proxy may delegate the proxy’s authority to act on behalf of the shareholder to another
person, subject to any restriction set out in the instrument appointing the proxy; and
c) A copy of the instrument appointing a proxy must be delivered to the company, or to any other
person on behalf of the company, before the proxy exercises any rights of the shareholder at a
shareholders meeting.
4. Irrespective of the form of instrument used to appoint a proxy:

a) The appointment is suspended at any time and to the extent that the shareholder chooses to act
directly and in person in the exercise of any rights as a shareholder;

b) the appointment is revocable unless the proxy appointment expressly states otherwise; and
c) If the appointment is revocable, a shareholder may revoke the proxy appointment by—
(i) Cancelling it in writing, or making a later inconsistent appointment of a proxy; and
(ii) Delivering a copy of the revocation instrument to the proxy, and to the company.
5. The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s
authority to act on behalf of the shareholder as of the later of:
a) The date stated in the revocation instrument, if any; or

b) The date on which the revocation instrument was delivered as required in subsection (4)(c)
(ii).
6. If the instrument appointing a proxy or proxies has been delivered to a company, as long as that
appointment remains in effect, any notice that is required by this Act or the company’s Memorandum
of Incorporation to be delivered by the company to the shareholder must be delivered by the
company to:
a) The shareholder; or
b) The proxy or proxies, if the shareholder has—
(i) Directed the company to do so, in writing; and
(ii) Paid any reasonable fee charged by the company for doing so.
7. A proxy is entitled to exercise, or abstain from exercising, any voting right of the shareholder without
direction, except to the extent that the Memorandum of Incorporation, or the instrument appointing
the proxy, provides otherwise.
8. If a company issues an invitation to shareholders to appoint one or more persons named by the
company as a proxy, or supplies a form of instrument for appointing a proxy:—
a) The invitation must be sent to every shareholder who is entitled to notice of the meeting at which
the proxy is intended to be exercised;
b) The invitation, or form of instrument supplied by the company for the purpose of appointing a
proxy, must:
(i) bear a reasonably prominent summary of the rights established by this section;
(ii) contain adequate blank space, immediately preceding the name or names of any
person or persons named in it, to enable a shareholder to write in the name and, if
so desired, an alternative name of a proxy chosen by the shareholder; and
(iii) provide adequate space for the shareholder to indicate whether the appointed proxy
is to vote in favour of or against any resolution or resolutions to be put at the
meeting, or is to abstain from voting;
c) The company must not require that the proxy appointment be made irrevocable; and
d) The proxy appointment remains valid only until the end of the meeting at which it was intended
to be used, subject to subsection (5).
9. Subsection (8)(b) and (d) do not apply if the company merely supplies a generally available standard
form of proxy appointment on request by a shareholder.

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MOOIKLOOF OWNERS’ ASSOCIATION NPC

REGISTRATION NUMBER: 1996/015680/08

Effective Date: 1st March 2022

MEMORANDUM OF INCORPORATION (MOI)

MOOIKLOOF OWNERS’ ASSOCIATION NPC – MEMORANDUM OF INCORPORATION (MOI) Page 2 of 58

3. NON-PROFIT COMPANY............................................................................................................................. 1112

4. PURPOSE AND OBJECTIVES OF THE COMPANY............................................................................................ 1112

10. ESTATE MANAGER / MANAGING DIRECTOR / CHIEF EXECUTIVE OFFICER....................................................20

11. RESTRICTIONS ON TRANSFER OF THE LAND................................................................................................ 21

12. MEETINGS OF MEMBERS........................................................................................................................ 2122

13. PROCEEDINGS AT MEETINGS OF MEMBERS................................................................................................ 23

14. VOTES OF MEMBERS AND ATTENDANCE BY PROXY...................................................................................25

15. NOMINATION OF DIRECTORS................................................................................................................. 2625

16. DIRECTORS............................................................................................................................................. 2826

17. COMMITTEES OF THE BOARD OF DIRECTROS.......................................................................................... 2928

18. HONORARIUM OF DIRECTORS................................................................................................................ 3029

19. MOA’S EMPLOYEE REMUNERATION AND HUMAN RESOURCES POLICY...................................................3129

20. ALTERNATE DIRECTORS.......................................................................................................................... 3129

21. BORROWING POWERS OF DIRECTORS.................................................................................................... 3130

22. GENERAL POWERS AND DUTIES OF DIRECTORS......................................................................................3230

23. DISQUALIFICATION AND PRIVILEGES OF DIRECTORS...............................................................................3634

24. PROCEEDINGS OF MEETINGS OF DIRECTORS...........................................................................................3735

25. VALIDITY OF ACTS OF DIRECTORS AND COMMITTEES:............................................................................3837

26. ACCOUNTING RECORDS OF THE COMPANY............................................................................................. 3937

27. ANNUAL FINANCIAL STATEMENTS AND INTERIM REPORTS.....................................................................3937

28. EXTERNAL AUDITORS............................................................................................................................. 3938

29. RESERVES............................................................................................................................................... 3938

30. NOTICES................................................................................................................................................. 4038

31. INDEMNITY............................................................................................................................................ 4039

32. WINDING-UP.......................................................................................................................................... 4140

33. ALTERNATIVE DISPUTE RESOLUTION...................................................................................................... 4240

MOOIKLOOF OWNERS’ ASSOCIATION NPC – MEMORANDUM OF INCORPORATION (MOI) Page 3 of 58

SCHEDULE 1........................................................................................................................................................ 4342

RULES FOR EXPEDITED ARBITRATION............................................................................................................... 4342

34. INITIATING DISPUTE RESOLUTION PROCEDURE.......................................................................................4342

35. EARLY SETTLEMENT PROCEDURES.......................................................................................................... 4342

36. SELECTING THE ARBITRATOR.................................................................................................................. 4342

37. ADMINISTRATION FEES.......................................................................................................................... 4342

38. RULES FOR ARBITRATION PROCEEDINGS................................................................................................ 4443

39. INTERLOCUTORY MATTERS AND TEMPORARY ORDERS........................................................................4443

40. CONFIDENTIALITY................................................................................................................................... 4443

41. DEFAULT................................................................................................................................................ 4544

42. THE AWARD........................................................................................................................................... 4544

ANNEXURE A...................................................................................................................................................... 4645

ARBITRATION AGREEMENT................................................................................................................................. 4645

PROXY FORM FOR THE MOOIKLOOF OWNERS’ ASSOCIATION NPC......................................................................4746

MOOIKLOOF OWNERS’ ASSOCIATION NPC – MEMORANDUM OF INCORPORATION (MOI) Page 4 of 58

1.2[1.3] “Article” means a clause of this Memorandum of Incorporation or sub-clause

1.3[1.4] “Asset Classification” means a group or a classification of assets as identified in

[1.7] “Business Activity” means an organised commercial, industrial or Ttrading related

1.6[1.8] “Clause” means an article of this Agreement or sub-article thereof.

MOOIKLOOF OWNERS’ ASSOCIATION NPC – MEMORANDUM OF INCORPORATION (MOI) Page 5 of 58

[1.10] “Committee” means a committee of the Board Directors as contemplated in section

1.8[1.11] “Contractor” means an entity or individual employed to perform a specific task

1.10[1.14] “Employee” means an individual adult person acting in individual capacity to

[1.17] “Estate Manager" means a person or a managing agent company appointed by

[1.18] “Extended Family” as applicable to a Member and / or to a tenant and / or to the