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Extracts from the De Zalze’s Articles of Association

This page has some extracts from the De Zalze Winelands Golf Estate Home Owners Association (Association incorporated under section 21) , Registration Number 2003/009588/08:

Text below is extracted directly from our De Zalze Articles of Association.   (The order is not in order of the numbering, but does refer to the correct numbers.)

The changes to Erf 4 and Erf 579 are inconsistent with the DZ Development Plan and the conditions set for our Estate. The Environmental Management Plan was drawn up and was accepted as Condition 12 and encompasses all the conditions. According to our Articles of Association these need to be adhered to.

“2 PURPOSES DESCRIBING MAIN BUSINESS

The main business which the Company is to carry on is the business of controlling and managing common facilities and amenities in respect of the property development known as De Zalze Winelands Golf Estate, including all sub-divisions and/or consolidations thereof for the mutual use and benefit of members and their invitees.”

“MEMBERSHIP OF DEVELOPER

4.2 The developer may at any time, abandon in whole or in part the particular rights conferred upon it during the development period, and shall be deemed to have done so at the end of the development period, provided that nothing contained herein shall be construed as depriving the developer of any rights it may have in terms hereof or as an ordinary member of the Association”

1.1.15 “development period” that period commencing on the incorporation of the Association and ending when the developer has effected transfer of the last erf owned by it or upon the expiration of a period of 5 (five) years from the date that the developer effects transfer of the first erf owned by it, whichever event occurs first in time;”  (development period ended May 2008)

” OBLIGATIONS OF THE ASSOCIATION

6.2 The responsibility for the management and control of the development shall be transferred from the developer to the Association on transfer of the first unit and the common property and all facilities thereon shall be transferred in a completed state, provided that if any facilities are incomplete at the date of transfer, the developer shall retain responsibility for the completion thereof, which it shall undertake as soon as practically possible.

[Definition:   1.1.10 “common property” a part of the land which is not subject to an exclusive right of use by a member and, in the case of an erf on which a sectional title scheme is developed, common property as defined in the Sectional Titles Act, which is not subject to an exclusive right of use by a member in terms of that scheme;]

6.3 The Association shall, in managing the common property and the development in general –

6.3.1 ensure that all conditions of approval and scheme regulations for the development are complied with;

6.3.2 have due regard to the principles recorded in the Management Framework, the obligations of the SMA Trust and in any environmental management system for the development prepared by the developer; and

6.3.3 comply with the obligations placed on the Association in terms of the management framework and the environmental management system, including, but not limited to, the preparation of environmental audit reports and the submission thereof to the local authority.”

“33 ENTRENCHED PROVISIONS

 33.7 no member shall be entitled to object to the subdivision and/or development of any part of the development, provided that such subdivision and/or development is not inconsistent with the development plan approved by the local authority for the development;”

3  MAIN OBJECT
The main object of the Company is to create an association amongst the members of the Company which will entitle the members to share in the use of and benefit from recreational facilities (including but not limited to a golf course), security facilities, parking facilities, gardens, terraces, agricultural areas and other common areas and
facilities (“common facilities”) on a common basis, to share the costs incurred in keeping, repairing and maintaining the common facilities as a common expense and generally to regulate and control access to and the use of the common facilities.

5.1 The specific powers which are excluded from the plenary powers of the company as set out in Schedule 2 to the Companies Act, 1973 are as follows –

5.1.2 Power (s). The Company shall not be entitled to distribute in specie or in kind any of its assets among its members.

6.1 The income and property of the Company, howsoever derived, shall be applied solely towards the promotion of its main object, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, to the members of the Company or to its holding company or subsidiary

6.2 The responsibility for the management and control of the development shall be transferred from the developer to the Association on transfer of the first unit and the common property and all facilities thereon shall be transferred in a completed state, provided that if any facilities are incomplete at the date of transfer, the developer shall retain responsibility for the completion thereof,
which it shall undertake as soon as practically possible.

6.5 The Association and/or the developer may register, where necessary, servitudes across the development in favour of any statutory authority, the developer and/or the Association, whether in respect of any units, the common property or the golf course, provided that the Association may not register any servitudes
across any units not owned by the Association unless it is compelled to in terms of any agreement or by law.

All rules made by the directors in accordance with the provisions of article 7.1 shall be reasonable and shall apply equally to all owners.

12.1 In order to maintain high standards and to ensure an attractive and harmonious development, no building or structure may be erected on any unit and the external appearance of any existing or future building or structure may not be changed unless the architectural designs of such building or structure have been
prepared and submitted by persons or firms registered with the SA Institute of Architects, are in line with the architectural guidelines for the development and have been approved in writing by the Association or the manager.

13.2 Each member and his successors in title to a unit may nominate 2 (two) persons to be owner members of the club who shall be entitled to be and shall remain members thereof for so long as the member remains the owner.

17.1 Not less than 21 (twenty one) clear days notice shall be given of all annual general meetings or meetings called for the passing of a special resolution and not less than 14 (fourteen) clear days notice shall be given of any other general meeting –