Constitution

CHIANTI VILLAS

ESTABLISHMENT IN TERMS OF STATUTE

1. The CHIANTI VILLAS HOME OWNERS ASSOSIATION will be constituted, as a body corporate, in terms of Section 29 of the Land Use Planning Ordinance, No. 15 of 1985, in accordance with the conditions imposed by the City of Cape Town when approving in terms of Section 25(1) and 42 of the said Ordinance of the subdivision of Erf 36104 Bellville.

INTERPRETATION

2. In these presents:-

2.1 The following words shall, unless the context otherwise requires, have the meanings hereinafter assigned to them:

“these presents” means this Constitution and regulations and by-laws of the Association from time to time in force;

“the Association” means The CHIANTI VILLAS HOME
OWNERS ASSOCIATION;

“the office” means the registered office of the Association;

“month” means calendar month;

“year” means calendar year;

“in writing” means written, printed or lithographed or partly one and partly another, and other modes of representing or producing words in a visible form;

“the Unit Erven” means the residential erven resulting from the subdivision of Erf 36104 Bellville, in the City of Cape Town, Cape Division, Province of the Western Cape;

“Private Area” means Erf 39079 Bellville;

“the Developer” means PROP-CAPE CC;

“Member” means a member of the Association;

“The Trustee” means the Board of Trustees of the Committee Association;

“a Trustee” means one of the Trustee Committee;

“Chairman” means the Chairman of the Trustee Committee;

“Vice-Chairman” means the Vice-Chairman of the Trustee Committee;

“Auditors” means the Auditors of the Association;

“Registered Owner” means The Home Owners Association;

“the Municipality” means City of Cape Town;

“Business Day” means weekdays other than Saturday, Sundays and Public Holidays.

“Special Resolution” means a resolution passed at a special general meeting of which not less than 21 clear days notice has been given specifying the intention to propose the resolution as a special resolution, the terms and effect of the resolution and the reasons for it, and passed, on a show of hands, by not less than three-fourths of the number of members entitled to vote at that meeting who are present in person or by proxy.

2.2 Unless the context otherwise requires, any words importing the singular number only shall include the plural number, and vice versa and words importing any one gender only shall include the other two genders.

PURPOSE DESCRIBING THE MAIN BUSINESS

3. The main business of the Association is to carry on the promotion, advancement and protection of the Members of the CHIANTI VILLAS HOME OWNERS ASSOCIATION.

MAIN OBJECT

4. The main object of the Association is the care, maintenance, upkeep and control of the Private Area, control over and maintenance of buildings erected on the
Private Area, and control over the Unit Erven, (specifically regarding aesthetics, and colour schemes of all structures) and the promotion, advancement and protection of the communal and group interests of the Members generally.

FINANCIAL YEAR END

5. The financial year end of the Association is the end of February of each year.

MEMBERSHIP

6.1 Membership of the Association shall be compulsory for every registered
owner of a Unit Erf.
6.2 Membership of the Association shall be limited to the registered owners of
the Unit Erven provided that:
6.2.1 a person who is entitled to obtain a certificate of registered title to any such Unit Erf shall be deemed to be registered owner thereof;
6.2.2 where any such owner is more than one person, all the registered owners of that erf shall be deemed jointly and severally to be one Member of the Association.

7. When aMember ceases to be the registered owner of a Unit Erf, he shall ipso facto cease to be a Member of the Association.

8. A Member shall not be entitled to sell or transfer a Unit Erf unless it is a condition of the sale and transfer that:
8.1 the transferee becomes a Member of the Association;
8.2 the registration of transfer of that Unit Erf into the name of that transferee shall ipso facto constitute the transferee as a Member of the Association;
8.3 he first obtains the written consent of the Home Owners Association which consent shall be given provided the purchaser of such Unit Erf agrees in writing to abide by the rules of the Constitution of the Association.

9. The registered owner of a Unit Erf may not resign as a member of the Association.

10. The Trustee Committee, by regulation, may provide for the issue of a membership certificate, which certificate shall be in such form as may be prescribed by the Trustee Committee.

11. The rights and obligations of a Member shall not be transferable and every Member shall:
11.1 to the best of his ability further the objects and interests of the Association;
11.2 observe all by-laws and regulations made by the Association or the Trustee Committee provided that nothing contained in this Constitution shall prevent a Member from ceding his rights in terms of this Constitution as security to the Mortgagee of that Member’s Unit Erf.

LEVIES

12. Save for the provisions of 87.1, the Trustee Committee shall from time to time, make levies upon the Members for the purpose of meeting all the expenses which the Association has incurred, or to which the Trustee Committee reasonably anticipates the Association will be put by way of maintenance, repair, improvement and keeping in order and condition of the Private Area, and/or for payment of all rates and other charges payable by the Association in respect of the Private Area, and/or for the services rendered to it, and/or for payment of all expenses necessary or reasonably incurred in connection with the management of the Association, the Private Area and the Association’s affairs. In calculating levies the Trustee Committee shall take into account, income, if any, earned by the Association.

13. The Trustee Committee shall estimate the amount which shall be required by the Association to meet the expenses during each year, together with such estimated deficiency, if any, as shall result from the preceding year, and shall make a levy upon the Members, equal as nearly as is reasonably practical to such estimated amount. The Trustee Committee may include in such levies an amount to be held in reserve to meet anticipated future expenditure not of an annual nature. Every such levy shall be made payable by equal monthly instalments due in advance on the first day of each and every succeeding month of such year.

14. The Trustee Committee, may from time to time, make special levies upon the members in respect of all such expenses as are mentioned in 12 (which are not included in any estimate made in terms of 13), and such levies may be made in the sum or by such instalments and at such time or times as the Trustee Committee shall think fit.

15. Any amount due by a Member by way of a levy shall be a debt due by him to the Association. The obligation of a Member to pay a levy shall cease upon his ceasing to be a Member of the Association, without prejudice to the Association’s right to recover arrear levies. No levies paid by a Member shall under any circumstances be repayable by the Association upon his ceasing to be a Member. A Member’s successor in title to a Unit Erf shall be liable as from the date upon which he becomes a Member pursuant to the transfer of that erf, to pay the levy attributable to that erf. No Member shall transfer his Unit Erf until the Association has certified that the Member has at the date of transfer fulfilled all his financial obligations to the Association, and that the dwelling and the garden comply with the guidelines stipulated in 90 and 91 hereof.

16. The total levy payable by Members shall be borne in equal shares by each Member.

17. No Member shall be entitled to any of the privileges of membership unless and until he shall have paid every subscription and other sum (if any) which shall be due and payable to the Association in respect of his membership thereof.

18. Notwithstanding the aforegoing, the aggregate levy imposed in any year shall not exceed R200.00 (Two Hundred Rand) without the sanction of a Special Resolution of the Association (and no Members shall be entitled to unreasonably vote against a Resolution proposing an increase) provided that the aforesaid limit shall not apply if it shall have the effect of the Association being unable to fulfil its objects in respect of expenditure for:
18.1 rates and taxes; and/or
18.2 any other obligation assumed by it in terms of an agreement with the local Authority.

CONTRACTS AND REGULATIONS

19. The Trustee Committee may from time to time:
19.1 make regulations governing inter alia:
19.1.1 the external appearance of and the maintenance of the Private Area and the buildings or other improvements erected thereon;
19.1.2 the external appearance and maintenance of buildings or other improvements erected on Unit Erven;
19.2 enter into agreement(s) with the local authorities governing the matters set out in 19.1 and any other incidental matters.

20. Each Member undertakes to the Association that he shall comply with:
20.1 the provisions of this Constitution;
20.2 any regulations made in terms of 20.1;
20.3 any agreements referred to in 20.2 insofar as those agreements may directly or indirectly impose obligations on him.

BREACH

21.1 Any Member who fails to make payment to the Association on due date any monthly subscription or other amounts payable by such Member, or who otherwise breaches or fails in the observance of any of the provisions of these presents, may, if so determined by a resolution passed by not less than 4 (four) of the Trustees present at a meeting of the Trustee Committee:
21.1.1 be fined by the Association in such amount; and/or
21.1.2 be ordered to pay to the Association or any Member or other person aggrieved by the breach or failure in question, such sumas compensation;
21.1.3 be ordered to pay interest on any amounts in arrears calculated at the rate of 3% above the prime lending rate of Absa Bank Limited from time to time, calculated from date upon which payment was due until date of settlement; as in each case shall have been determined at such Trustee Committee meeting.
21.2 The Member concerned shall be invited to attend such Trustee Committee meeting by notice in writing delivered to such Member not less than 7 (seven) days prior to the holding thereof, and such Member shall be given the right to speak thereat, and to be represented legally, but not to be present at the voting or to take part in the proceedings, other than as allowed by the Chairman of such meeting.

CESSATION OF MEMBERSHIP

22. No Member ceasing to be a Member of the Association for any reason shall, (nor shall any such Member’s executor, curators, trustees or liquidators), have any claim upon or interest in the funds or other property of the Association, but this clause shall be without prejudice to the rights of the Association to claim from such Member or his estate any arrears of subscriptions or other sums due from him to the Association at the time of his ceasing to be a Member.

TRUSTEE COMMITTEE

23. There shall be a Board of the Trustees of Association which shall consist of not less than 4 (four) and not more than 6 (six) Members.

24. Every Trustee must be a Member of the Association, provided that the spouse of a Member may be a Trustee.

REMOVAL & ROTATION OF TRUSTEE MEMBERS

25. Save as set forth in 27 below, each Trustee shall continue to hold office until the Annual General Meeting next following his said appointment, at which meeting each trustee shall be deemed to have retired from office as such, but will be eligible for re-election to the Trustee Committee at such meeting.

26. A Trustee shall be deemed to have vacated his office as such upon:

26.1 his estate being sequestrated, whether provisionally or finally, or his surrendering his estate;

26.2 his making any arrangement or compromise with his creditors;

26.3 his conviction for any office dishonesty;

26.4 his becoming of unsound mind or being found lunatic;

26.5 his resigning from such office in writing delivered to the Secretary;

26.6 his death;

26.7 his being removed from office by a Special Resolution of the members. provided that anything done in the capacity of a Trustee in good faith, by a person who ceased to be a Trustee, shall be valid until the fact that he is no longer a Trustee has been recorded in the Minute Book of the Trustee Committee.

27. Upon any vacancy occurring on the Trustee Committee prior to the next Annual General Meeting, the vacancy in question shall be filled by a person nominated by those remaining for the time being of the Trustee Committee.

OFFICE OF TRUSTEES

28. The Trustee shall appoint from amongst themselves, a Chairman and Vice-Chairman.

29. The first Chairman, and Vice-Chairman, shall be appointed by the Developer, and such office bearers shall hold their respective offices until the First Annual General Meeting following the date of their appointment, provided that any such office shall ipso facto be vacated by the Trustee holding such office upon his ceasing to be a Trustee for any reason.

30. Within 7 (seven) days of the holding of such Annual General Meeting, the Trustee Committee shall meet and shall elect from its own number the Chairman and Vice-Chairman, who shall hold their respective offices until the Annual General Meeting held next after their said appointment, provided that the office of the Chairman or Vice-Chairman shall ipso fact be vacated by the Trustee holding such office upon his ceasing to be a Trustee for any reason. No one Trustee shall be appointed to more than one of the aforesaid office. In the event of any vacancy occurring in any of the aforesaid offices at any time, the Trustee Committee shall immediately meet to appoint one of their number as a replacement in such office.

31. Save as otherwise provided in these presents, the Chairman shall preside at all meetings of the Trustee Committee, and all general meetings of Members, and shall perform all duties incidental to the office of Chairman and such other duties as may be prescribed by the Trustee Committee or of Members, and to allow or refuse to permit invitees to speak at any such meetings, provided however, that any such invitees shall not be entitled to vote at any such meetings.

32. The Vice-Chairman shall assume the powers and duties of the Chairman in the absence of the Chairman, or his inability or refusal to act as Chairman, and shall perform such other duties as may from time to time be assigned to him by the Chairman or the Trustee Committee.

33. The Trustees shall be entitled to be repaid all reasonable and bona fide expenses incurred by them respectively in or about the performance of their duties as Trustees and/or Chairman, Vice-Chairman, as the case may be, but save as aforesaid, shall not be entitled to any other remuneration fees or salary in respect of the performance of such duties.

FUNCTIONS & POWERS OF THE TRUSTEE COMMITTEE

34. Subject to the express provisions of these presents, the Trustee Committee shall manage and control the business and affairs of the Association, shall have full powers in the management and direction of such business and affairs and, save as may be expressly provided in these presents, may exercise all such powers of the Association, and do all such acts on behalf of the Association as may be exercised and done by the Association, and as are not by these presents required to be exercised or done by the Association in general meeting, subject nevertheless to such regulations as may be prescribed by the Association in general meeting from time to time, provided that no regulation made by the Association in general meeting shall invalidate any prior act of the Trustee Committee which would have been valid if such regulation had not been made.

35. The Trustee Committee shall have the right to vary, cancel or modify any of its decisions and resolutions from time to time.

36. The Trustee Committee shall have the right to co-opt onto the Trustee Committee any Member or Members or the spouse of any Member or Members chosen by it. A co-opted Trustee shall enjoy all the rights and be subject to all the obligations of the Trustees.

37. The Trustee Committee may, should it so decide, investigate any suspected or alleged breach by any Member or Trustee of these presents, in such reasonable manner as it shall decide from time to time.

38. The Trustee Committee may make regulations or by-laws, not inconsistent, with this Constitution, or any regulations or by-laws prescribed in the Association in general meeting:

38.1 as to disputes generally;

38.2 for the furtherance and promotion of any of the objects of the Association;

38.3 for the better management of the affairs of the Association;

38.4 for the advancement of the interest of Members;

38.5 for the conduct of Trustee Committee meetings and general meetings;

38.6 to assist it in administering and governing its activities generally;

38.7 to introduce and enforce House Rules/Rules of Conduct; and shall be entitled to cancel, vary or modify any of the same from time to time.

PROCEEDINGS OF THE TRUSTEE COMMITTEE

39. The Trustee Committee may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit, subject to any provisions of these presents.

40. Meetings of the Trustee Committee shall be held at least once every quarter, provided that if all the Trustees shall in writing have waived the above requirement in respect of a particular quarter, then no meeting of the Trustee Committee need be held for that quarter.

41. The quorum necessary for the holding of any meeting of the Trustee Committee shall be 3 (three) Trustees.

42. The Chairman shall preside as such at all meetings of the Trustee Committee, provided that should at any meeting of the Trustee Committee the Chairman not be present within 5 (five) minutes after the time appointed for the holding thereof, then the Vice-Chairman shall act as Chairman at such meeting, provided further that should the Vice-Chairman also not be present within 5 (five) minutes of the time appointed for the holding of such meeting, those present of the Trustees shall vote to appoint a Chairman for the meeting, who shall thereupon exercise all the powers and duties of the Chairman in relation to such meeting.

43. A Trustee shall take minutes of every Trustee Committee meeting, although not necessarily verbatim, which minutes shall be reduced to writing without undue delay after the meeting will have closed and shall then be certified correct by the Chairman of the meeting. All minutes of Trustee Committee meetings shall after certification as aforesaid be placed in a Trustee Committee Minute Book to be kept in accordance with mutatis mutandis, with the provisions of the Law relating to the keeping of minutes of meetings of directors and companies. The Trustee Committee Minute Book shall be open for inspection at all reasonable times by a Trustee, the Auditors, the Association Members and Local Authority.

44. All competent resolutions recorded in the minutes of any Trustee Committee meeting shall be valid and of full force and effect as therein recorded, with effect from the passing of such resolutions, and until carried or rescinded, but no resolution or purported resolution of the Trustee Committee shall be of any force or effect, or shall be binding upon the Members or any of the Trustees unless such resolution is competent within the powers of the Trustee Committee.

45. Save as otherwise provided in these presents, the proceedings at any Trustee meeting shall be conducted in such reasonable manner and form as the Chairman of the meeting shall decide.

46. A resolution signed by all the Trustees shall be valid in all respects as if it had been duly passed at a meeting of the Trustee Committee duly convened.

GENERAL MEETINGS OF THE ASSOCIATION

47.1 The Association shall before the end of May in each calendar year, hold a general meetings as its Annual General Meeting, in addition to any other general meetings, during that year, and shall specify the meeting as such in the notices, in terms of 51 below calling it.

47.2 Such Annual General Meeting shall be held at such time and place, subject to the afore going provisions, as the Trustee Committee shall decide from time to time.

48. All general meetings other than Annual General Meetings shall be called special general meetings.

49. The Trustee Committee, may, whenever they think fit, convene a special general meeting.

NOTICE OF MEETINGS

50. An Annual General Meeting and a meeting called for the passing of a special resolution, shall be called by 21 (twenty -one) days’ notice in writing at the least, and a special general meeting, other than one called for the passing of a special resolution, shall be called by 14 (fourteen) days’ notice in writing at the least. In each case, the notice shall be exclusive of the day on which it is given, and shall specify the place. the day and the hour of the meeting and, in the case of special business, in addition to any other requirements contained in these presents, the general nature of that business, and in the case of a special resolution, the terms and effect of the resolution and the reasons for it shall be given in the manner hereinaftermentioned or in such other manner, if any, as may be prescribed by the Trustee Committee to such persons as are under these presents entitled to receive such notices from the Association; provided that a general meeting of the Association shall, notwithstanding that it is called by shorter notice than that specified in these presents, be deemed to have been duly called if it is so agreed:

50.1 In the case of a meeting called as the Annual General Meeting, by all the Members entitled to attend and vote thereat; and

50.2 in the case of a special general meeting, by a majority in number of the Members having a right to attend and vote at the meeting, being a majority together holding not less than 75% (seventy five per centum) of the total voting rights of all Members.

51. The accidental omission to give notice of a meeting or of any resolution, or to give any other notification, or present any document required to be given or sent in terms of these presents, or the non-receipt of any such notice, notification or document by any Member or other person entitled to receive the same, shall not invalidate the proceedings at, or any resolution passed at any meeting.

VENUE OF MEETINGS

52. General Meetings of the Association shall take place at such place/s as shall be determined by the Trustee Committee from time to time.

QUORUM

53. No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business. The quorum necessary for the holding of any general meeting shall be such of the Members entitled to vote, as together for the time being, represent one-half of the total votes of all Members of the Association entitled to vote, for the time being save that not less than 5 (five) members must be personally present.

54. If within half an hour from the time appointed for the holding of a general meeting a quorumis not present, the meeting, if convened on requisition of Members, shall be dissolved, in any other case it shall stand adjourned to the same day in the next week, at the same place and time, or at such other place as the Chairman of the meeting shall appoint, and in if at such adjourned meeting a quorumis not present within half an hour from the time appointed for holding the meeting, the Members present shall be a quorum.

AGENDA AT MEETINGS

55. In addition to any other matters required by these presents to be dealt with at an Annual General Meeting, the following matters shall be dealt with at every Annual General Meeting:

55.1 the consideration of the Chairman’s report to the Trustee’s Committee;

55.2 the election of the Trustee Committee;

55.3 the consideration of any other matters raised at the meeting including any resolutions proposed for adoption by such meeting, and the voting upon any such resolutions;

55.4 the consideration of the balance sheet of the Association for the last financial year of the Association preceding the date of such meeting;

55.5 the consideration of the report of the Auditors;

55.6 the consideration of the total levy (as referred to in 12 to 18) for the calendar year during which such Annual General Meeting takes place; and

55.7 the consideration and fixing of the remuneration of the Auditors for the financial year of the Association preceding the Annual General Meeting.

PROCEDURE AT GENERAL MEETINGS

56. The Chairman shall preside as such at all general meetings, provided that should he not be present within five minutes after the time appointed for the holding thereof, then the Vice-Chairman, shall act as Chairman at such meeting, provided further that should the Vice-Chairman also not be present within five minutes of the time appointed for the holding of such meeting, then the Members present at such meeting entitled to vote, shall vote to appoint a Chairman for the meeting, who shall thereupon exercise all the powers and duties of the Chairman in relation to such meeting.

57. The Chairman may, with the consent of any general meeting at which a quorum is present (and if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might have been transacted at the meeting from which the adjournment took place. Whenever a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given in the same manner as of
an original meeting. Save as aforesaid, the Members shall not be entitled to any notice of adjournment, or of the business to be transacted at an adjourned meeting.

58. Except as otherwise set forth in these presents, all general meetings shall be conducted in accordance with generally accepted practice.

PROXIES

59. A Member may be represented at a general meeting by a proxy, who need not be a Member of the Association. The instrument appointing a proxy shall be in writing signed by the Member concerned or his duly authorised agent in writing, but need not be in any particular form, provided that where a Member is more than one person, any one of those persons may sign the instrument appointing a proxy on such Member’s behalf, where a Member is a company, the same may be signed by the Chairman of the Board of Directors of the Company or by its secretary, and where an association of persons, by the secretary thereof.

60. The instrument appointing a proxy and the Power of Attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof shall be deposited at the office at any time before the time appointed for the commencement of the meeting, or adjourned meeting, at which the person named in the instrument is proposed to vote. No instrument appointing a proxy shall be valid after expiration of 12 (twelve) months from the date of its execution.

61. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death of the principal or revocation of the proxy,
provided that no intimation in writing of the death or revocation shall have been received by the Trustee Committee at least one hour before the time fixed for the holding of the meeting.

VOTING

62. At every general meeting, every Member in person or by proxy and entitled to vote shall have one vote for Each Unit Erf registered in his name provided that if a Unit Erf is registered in more than one name, then they shall jointly have one vote.

63. Save as expressly provided for in the presents, no person other than a Member duly registered, and who shall have paid levy and other sum(if any) which shall be due and payable to the Association in respect of or arising out of his membership, and who is not under suspension, shall be entitled to be present or to vote on any question, either personally or by proxy, at any general meeting.

64. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless either prior to or on the declaration by the Chairman of the result of the show of hands, a poll is demanded by any person entitled to vote at such meeting.

65. Notwithstanding the provisions of 61 aforesaid, voting on the election of a Chairman of a general meeting (if necessary) or on any question of adjournment, shall be decided on a show of hands by a majority of the members present in person or by proxy, and entitled to vote.

66. Every resolution and every amendment of a resolution proposed for adoption by a general meeting shall be seconded at the meeting and, if not seconded, shall be deemed not to have been proposed.

67. An ordinary resolution (that is a resolution other than a special resolution) or the amendment of an ordinary resolution, shall be carried on a simple majority of all the votes cast thereon, and an abstention shall not be counted as a vote for or against the resolution in question. In the case of an equality of votes, whether on a shown of hands or on a poll, the Chairman of the general meeting shall be entitled to a casting vote in addition to his deliberative vote.

68. Unless any Member present in person or by proxy at a general meeting shall before closure of the meeting have objected to any declaration made by the Chairman of the meeting as to the result of any voting at the meeting, whether by show of hands or by poll, or the propriety of validity of the procedure at such meeting, such declaration by the Chairman shall be deemed to be a true and correct statement of the voting, and the meeting shall in all respects be deemed to have been properly and validly constituted and conducted, and an entry in the minutes to the effect that any motion has been carried or lost, with or without a record of the number of votes recorded in favour of or against such motion, shall be conclusive evidence of the vote so recorded if such entry conforms with the declaration made by the Chairman of the meeting as to the result of any voting at the meeting.

OTHER PROFESSIONAL OFFICERS

69. Save as specifically provided otherwise in this Constitution, the Trustee Committee shall at all times have the rights to engage on behalf of the Association, the services of Accountants, Auditors, Attorneys, Advocates, Architects, Engineers, any other professional person of firm and/or any other employee/s whatsoever, for any reasons thought necessary by the Trustee Committee and on such terms as the trustee Committee shall decide, subject to any of the provisions of these presents, provided that any expenditure incurred in respect of the above, shall not exceed 5%(five per centum) of the total annual levy for the year in question unless authorised by a Special Resolution.

ACCOUNTS

70. The Association in a general meeting or the Trustee Committee, may from time to time make reasonable conditions and regulations as to the time and manner of the inspection by the Members of the accounts and books of the Association, or any of them, and subject to such conditions and regulations, the accounts and books of the Association shall be open to the inspection of Members at all reasonable times during normal business hours.

71. At each Annual General Meeting the Trustee Committee shall lay before the Association a proper income and expenditure account for the immediately preceding financial year of the Association, or in the case of the first account, for the period since the incorporation of the Association, together with a proper balance sheet made up as at the last financial year end of the Association. Every such balance sheet shall be accompanied by proper and extensive reports of the Trustee Committee and the Auditors, and there shall be attached to the notice sent to Members convening each Annual General Meeting, as set forth in 49 above, copies of such accounts, balance sheet and reports and of any other documents required by law to accompany the same.

AUDIT

72. Once at least in every year, the accounts of the Association shall be examined and the correctness of the income and expenditure account and balance sheets ascertained by the Auditors.

SERVICE OF NOTICES

73. A notice shall be in writing and shall be given or served by the Association upon any Member, either personally or by post in a prepaid registered letter, properly addressed to the Member at the address of the Unit Erf owned by him.

74. No Member shall be entitled to have a notice served on him at any address not within the Republic of South Africa, but any Member may require the Association, by notice, to record an address within the Republic of South Africa which shall be deemed to be his address for the purpose of the service of notices.

75. Any notice by post shall be deemed to have been served at the time when the letter containing the same was posted, and in proving the giving of the notice by post, shall be sufficient to prove that the letter containing the notice was properly addressed and posted.

76. The accidental omission to give notice of a meeting to, or the non-script of notice of a meeting by, any person entitled to receive notice, shall not invalidate the proceedings of that meeting.

INDEMNITY

77.1 All Trustee members and the Auditors shall be indemnified out of the funds of the Association against any liabilities bona fide incurred by them in their respective said capacities and in the case of a Trustee member, in his capacity as Chairman, Vice-Chairman, whether defending any proceedings, civil, criminal or otherwise, in which relief is granted to any such person/s by the Court.

77.2 Every Trustee member, every servant, agent and employee of the Association, and the Auditors shall be indemnified by the Association against (and it shall be the duty of the Trustee Committee out of the funds of the Association to pay) all costs, losses and expenses (including travelling expenses) which such person or persons may incur or become liable for by reason of any contract entered into, or any act or deed done, by such person or persons in the discharge of any of his/their duties, including in the case of a Trustee Member, his duties as Chairman or Vice-Chairman. Without prejudice to the generality of the above, the Association shall specifically indemnify every such person against all losses of whatsoever nature incurred arising out of any bona fide act, deed of letter done or written by him jointly or severally in connection with the discharge of his duties, provided that any such act, deed or letter has been done or written in good faith.

77.3 A Trustee member shall not be liable for the acts, receipts, neglects or defaults of the Auditors or of any of the other Trustee members, whether in their capacities as Trustee members or as Chairman or Vice-Chairman, or for any loss or expense sustained or incurred by the Association through the insufficiency or deficiency of title to any property acquired by the Trustee Committee for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the insolvency or tortuous act of any person with whom any monies, securities or effects shall be deposited, or for any loss or damage occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of any of the duties of his office/s or in relation thereto, unless the same shall happen through lack of bona fides or breach of duty or breach of trust.

PRIVILEGE IN RESPECT OF DEFAMATION

78. Every Member of the Association and every Trustee member shall be deemed by virtue of his membership or, as the case may be, his holding office as a Trustee member, to have waived as against every other Member, the Trustee Committee, the Chairman or Vice-Chairman, every other Trustee member, the Auditors and everybody else engaged to perform any function or duty on behalf of or for the benefit of the Association, or the Trustee Committee, or any sub-committee, all claims and rights of action which such Member or Trustee member might otherwise have had in law arising as a result of any statement, report, complaint or notice of or concerning such Member or Trustee member, or any reference to such Member or Trustee member, made at any Trustee Committee meeting, or otherwise in the performance or exercise of any right, function, duty, power or trust, within the ambit of these presents, being a statement, report, complaint, notice or reference defamatory to such Member or Trustee member, or otherwise injurious to the dignity, reputation, business or financial interest of such Member or Trustee member, whether such statement be true or false.

ARBITRATION

79. Any dispute, question or difference arising at any time between Member or between Members and Trustees out of or in regard to:

79.1 any matters arising out of this Constitution; or

79.2 the rights and duties of any of the parties mentioned in this Constitution; or

79.3 the interpretation of this Constitution; shall be decided by arbitration on notice given by any party to the other parties who are interested in the matter in question.

80. Arbitration shall be held in Cape Town informally and otherwise upon the provisions of the Arbitration Act No. 42 of 1965 (as amended or replaced from time to time) it being intended that if possible it shall be held and concluded within 21 (twenty-one) Business Days after it has been demanded.

81. Save as otherwise specifically provided herein, the Arbitrator shall be, if the question in dispute is:

81.1 primarily an accounting matter – an independent accountant;

81.2 primarily a legal matter – a practising counsel or attorney of not less than 10 (ten) years standing;

81.3 any other matter – an independent and suitably qualified person appointed by the Auditors; as may be agreed upon between the parties to the dispute.

82. If agreement cannot be reached on whether the question in dispute falls under 81.1, 81.2 or 81.3 or upon a particular arbitrator in terms of 81.3, within 3 (three) Business Days after the arbitration has been demanded, then:

82.1 the President for the time being of the Law Society of the Cape of Good Hope shall determine whether the question in dispute falls under 81.1, 81.2 or 81.3; or 82.2 the President for the time being of the Law Society of the Cape of Good Hope shall nominate the arbitrator in terms of 81 within 7 (seven) Business Days after the parties have failed to agree so that the arbitration can be held and concluded as soon as possible within the 21 (twenty one) Business Days referred to in 80.

83. The arbitrator shall make his award within 7 (seven) days after completion of the arbitration and shall in giving his award, have regard to the principles laid down in
terms of this Constitution. The arbitrator may determine that the cost of the arbitration may be paid either by one or other of the disputing parties or by the Association as he in his sole discretion may deem fit.

84. The decision of the arbitrator shall be final and binding and may be made an Order of the Cape Provincial Division of the Supreme Court of South Africa upon the application of any party to the arbitration.

85. Notwithstanding anything to the contrary contained in 79 to 84 inclusive, the Trustees shall be entitled to institute legal proceedings on behalf of the Association by way of application, action or otherwise in any Court having jurisdiction for the purposes of restraining or interdicting breaches of any of these provisions.

EFFECTIVE DATE

86. The provisions hereof shall come into force simultaneously with the first passing of transfer of the Unit Erven.

STATUS OF DEVELOPER

87. Notwithstanding any other stipulations of this Constitution:

87.1 levies will only become due and payable from the date upon which the 20th dwelling in the CHIANTI VILLAS Development is occupied, from which date the security services will be rendered;

87.2 prior to the date described in 87.1, the Developer will finance the security, rates, taxes and services in respect of the Private Area and the common property, and the maintenance of the road edges in Van Riebeeckshof and Middelvlei Roads;

87.3 the Developer will finance the balance of the finances described in 87.2 from the date described in 87.1 until the date of occupation of the 65th dwelling;

87.4 after the date of occupation of the 65th dwelling, the Association shall be liable for the expenses described in 87.2, or for any other expenses in respect of the conducting of its business;

87.5 apart from the obligations of the Developer described in 87.2 and 87.3 above, the Developer will not be liable for the payment of any other levies or duties whatsoever due to the Association.

VAN RIEBEECKSHOF MASTER HOME OWNERS ASSOCIATION

88. It is recorded that the CHIANTI VILLAS HOME OWNERS ASSOCIATION, and its members, are bound by the Constitution of the VAN RIEBEECKSHOF MASTER HOME OWNERS ASSOCIATION.

AMENDMENT OF CONSTITUTION

89. It is hereby recorded that this Constitution can be amended at an annual general meeting or special general meeting, on the express proviso that the amendment will only be possible with a majority vote of not less than 75%of the members of the CHIANTI VILLAS HOME OWNERS ASSOCIATION. Provided that the trustees shall have the right to change the constitution with the agreement of a majority of not less than 75 % of the members of the Chianti Villas Association via a round robin should a special general meeting not be appropriate or possible at that time’ This resolution shall be authorized at the next AGM.

BUILDING GUIDELINES

90.1 No building alterations/additions to the exterior of any dwelling within the CHIANTI VILLAS Development may be executed without the prior written approval of the building plans by the Trustee Committee;

90.2 The intended alteration/addition must conform to the following standards:

90.2.1 it must substantially be in accordance with the prevailing architectural style and building material used in the CHIANTI VILLAS Development;

90.2.2 no flat roof structures are allowed, apart from specified adjustable aluminium louver-type awnings;

90.2.3 all roofs must be pitched at similar angles to the existing roof structures and covered with similar roof tiles.

LANDSCAPING/GARDENS

91.1 All landscaping proposals and landscaping contractors must be approved by the Developer and completed within 3 (three) months after date of occupation.

91.2 This capacity to approve stipulated in 91.1, will lapse once the last of the Unit Erven had been transferred and the dwellings occupied.

91.3 Subsequent to the lapsing of the capacity of the Developer described in 91.1 and 91.2, all proposals and contractors must be approved by the Trustee Committee.

RENTAL OF UNIT ERVEN

92. In the event of any one/more of the Unit Erven being rented out:

92.1 the rental agreement concluded must refer to and be made subject to the terms and conditions of this Constitution, and also to the terms and conditions of any House Rules/ Rules of Conduct imposed by the Trustee Committee in terms of 38 hereof;

92.2 the member/s are primarily responsible for the enforcement of such Rules referred to in 92.1.

ADVERTISEMENT / SALE IN EXECUTION

93. It is specifically recorded that no advertisements of any nature will be permitted on the premises of the Unit Erven or outside the perimeter of the CHIANTI VILLAS DEVELOPMENT, for instance “for sale” boards or notices of sales in execution, without the written consent of the Trustee Committee.

UTILISATION OF UNIT ERVEN

94. The structures erected on the Unit Erven are to be utilised solely for residential purposes, with the exception of the show house to be erected on Erf 39077 Bellville.

95. The utilisation for residential purposes will be limited to 2 (two) persons per designated bedroom. It is the intention of this clause to limit habitation of Unit Erven to designated bedrooms only.

ACCESS

96. It is hereby recorded that the Association is the registered owner of the Private Area.

97. It is further recorded that the Municipality imposed a condition upon the subdivision of Erf 36104 Bellville, that a Servitude Right of Way be registered over the Private Area enabling access to the public streets within the CHIANTI VILLAS DEVELOPMENT.

98. The Association, in its capacity as the registered owner of the Private Area, and in the furtherance of the main business of the Association, will exercise access control at the Private Area by means of 24 hour manned security.

BURGLAR PROOFING

99. Burglar bars and security gates design criteria are to be restricted to that of a linear pattern design, either vertical or horizontal. Cross-members must be kept to a minimum and can be incorporated for structural purposes only, and not for the purpose of creating patterns. No diagonal or any other round or geometrically shaped patterns will be permitted. All burglar proofing must be coated white to match windows. Burglar proofing must not be attached to the window frames as this will result in an ingress of water, and will void the manufacturer’s and builder’s guarantees. Please attach burglar proofing to the plaster reveals. No externally fixed burglar proofing will be permitted.

GOOD NEIGHBOURLINESS

100.1 No undesirable business activity may be conducted from any property in the complex.

100.2 No hobby which could cause aggravation or nuisance to residents may be conducted in any property of the complex.

100.3 The volume of sound in and arising from a unit, from whatever source, including radios, television sets, human voices, instruments, tools or telephones shall be on such a level so as not to cause discomfort or nuisance for adjoining properties.

100.4 Building work and building related work, mechanical maintenance work, including the use of power-saws, lawnmowers and similar tools, is permitted only between 0800 hrs and1800 hrs.

100.5 No refuse in whatever form shall be left outside the refuse bins for collection.

100.6 No advertising or publicity material, of any person or any business including maintenance contractors may be exhibited or distributed without the consent of the Executive Committee. The Executive committee shall have the right to remove any material exhibited or distributed in contravention of this rule.

100.7 No resident shall cause a nuisance, disturbance, inconvenience or annoyance to any other resident. If the Executive Committee is of the opinion that there has been an infringement of this rule, it shall be empowered to enforce its rights in terms of the Constitution (paragraphs 34 through 38 of the Constitution).

100.8 Every owner must maintain their garden and must keep it neat and tidy. The executive Committee may, however, exercise their rights in terms of the Constitution if the garden is not neat and tidy (paragraphs 34 through 38 of the Constitution).

PETS

101.1 No person may keep more than 2 dogs and 2 cats in the complex without the written approval of the committee.

101.2 The Executive Committee is empowered after due warning to require an owner to dispose of his pet should it, in the discretion of the Executive Committee become a nuisance in the complex.

VISITORS / DELIVERIES

102.1 Owners are requested to restrict vehicles entering the complex to a maximum off 4 (four), at any one time.

102.2 Vehicles if at all possible shall not be parked on the road within the complex.

102.3 The total cost for the repair of any damage caused by any heavy vehicle will be for the account of the resident who authorized the entry.

DEFINITIONS

103 Aggravation, nuisance, disturbance, inconvenience and annoyance, referred to in the Constitution, shall be defined as, but not limited to, those activities which:

103.1 cause unacceptable levels of noise pollution;

103.2 result in quantities of rubbish, debris or waste matter on individual properties;

103.3 result in unpleasant, pungent smells or odours;

103.4 encroach onto or soil the properties of neighbours or other residents;

103.5 interfere with the privacy or free enjoyment of other residents or occupants.