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  • Approved at the General Meeting on 26 July 2018







    1. Interpretation

    2. Membership

    3. Ancillary objects

    4. Service charges

    5. Alienation

    6. Rules

    7. Directors

    8. Removal and rotation of directors

    9. Chairman

    10. Directors expenses

    11. Powers of directors

    12. Borrowing powers

    13. Proceedings of directors

    14. General meetings

    15. Notice of general meetings

    16. Proceedings at general meetings

    17. Quorum

    18. Voting

    19. Resolution in writing by members

    20. Minutes and inspection

    21. Proxies

    22. Accounting records

    23. Financial statements

  • Approved at the General Meeting on 26 July 2018


    24. Independent review

    25. Notices

    26. Indemnity

    27. Special resolutions

    28. Condition of sale

    29. Dividends

    30. Liquidation or deregistration

    31. Changes to Memorandum of Incorporation and Management Rules

  • Approved at the General Meeting on 26 July 2018



    In the interpretation of this Memorandum of Incorporation and unless

    contrary to or excluded by the subject or the context

    1.1 Words signifying the singular shall include the plural and vice versa;

    1.2 Words signifying the masculine shall include feminine or, where

    appropriate, include the neuter, and vice versa, and any reference to a

    natural person includes a reference to an association, trust or legal

    person, where appropriate, and vice versa;

    1.3 any words defined in the Companies Act and not defined in this

    Memorandum, shall bear the same meaning in this Memorandum as in

    the Companies Act;

    1.4 The headings and marginal notes of articles are for reference purposes

    only and must not be taken into account in construing the contents of

    the articles;

    1.5 Each term, power or authority herein must be given the widest possible

    and most effective interpretation;

    1.6 A reference to any law includes:

    1.6.1 a reference to that law as amended or repealed and re-enacted

    from time to time; and

    1.6.2 a reference to the regulations, government notices and any

    other legislative instruments promulgated under such law;

    1.7 The following words and expressions have the following meanings

    act the Companies Act, 2008 (Act No. 71 of 2008);

    alienate to alienate any individual property within the Scheme, or

    part thereof or undivided share therein, including by way of

    sale, exchange, donation, deed, intestacy, will, cession,

    assignment, court order or insolvency, irrespective of

    whether such alienation is subject to a suspensive or

    resolutive condition, and alienation has a corresponding


    memorandum the Memorandum of Incorporation of the Company;

    independent reviewer the Reviewer of the Companys annual financial statements

    being the reviewer appointed from time to time;

    common property the common property in the Scheme, comprising

  • Approved at the General Meeting on 26 July 2018


    (a) that part of the land in the Scheme on which the

    clubhouse, administration block, certain garages,

    security entrances, workshops and estate managers

    residence are situated.

    (b) the balance of any land in the scheme excluding

    an erf in the Scheme;

    chairman the chairman of the board of directors;

    company/association HEIDELBERG KLOOF LAND OWNERS

    ASSOCIATION NPC; Reg. No. 2005/035546/08 also

    commonly known as HELOA

    directors the directors for the time being of the Company, and board

    of directors and board have the same meaning;

    erf in the scheme any erf in the Scheme intended for use as a private

    residence, being a subdivision of the property comprising

    the Scheme, and erven in the Scheme means more than

    one such erf in accordance with the Town Planning

    Establishment Conditions;

    estate the Heidelberg Kloof Estate

    general meeting the annual general meeting or an extraordinary general

    meeting of the Company, as the case may be

    in writing written, printed or lithographed or partly one or partly

    another, and other modes of producing words in a visible

    form including faxes, internet, e-mail communication and

    cell-phone messages

    managing agent any person or firm appointed by the Company as an

    independent contractor to undertake any of the functions,

    duties or obligations of the Company;

    member a member of the Company;

    memorandum the Memorandum of Incorporation of the Company;

    owner a registered owner of a property who by virtue of such

    ownership is also a member;

    property any erf in the Scheme or residence on which service

    charges are levied;

  • Approved at the General Meeting on 26 July 2018


    rules the Management Rules and Regulations laid down by the

    Company from time to time for the use, enjoyment and

    management of the Scheme;

    scheme the development known as Heidelberg Kloof Estate which

    is established on the land described as:- The Remaining

    extent of portion 64 of the farm Langlaagte 186 and

    remaining extent of portion 85 of the farm Langlaagte 186,

    Registration Division I.R., Gauteng Province, and which is

    shown on the general plan of the Scheme and or any

    amendments thereto and or any separate diagram related


    service charges all charges, levies, consumption etc. for the purpose of

    meeting all the obligations which the company may incur

    or to which the directors reasonably anticipate the

    Company will be put in the attainment of its objects or the

    pursuit of its business;

    sectional title As defined in the Sectional Titles Act 95 of 1986.


    2.1. Membership of the Company is limited to any person who, in terms of

    any law on the registration of land is reflected in the records of the

    Deeds Office concerned, as the registered owner of any erf in the


    2.2. Where any erf in the Scheme or sectional title unit is owned by more

    than one owner, all the registered co-owners thereof are together

    deemed to be one member of the Company and have the rights and

    obligations of one member of the Company: Provided however that all

    co-owners of any such property are jointly and severally liable for the

    due performance of any obligation to the Company.

    2.3. When a registered owner referred to in article 2.1 ceases to be such

    owner, he or she ipso facto ceases to be a member of the Company.

    2.4. No member may let or otherwise part with the occupation of any

    property in the Scheme, whether temporarily or otherwise, unless he or

    she has agreed in writing with the proposed occupier, as stipulatio

  • Approved at the General Meeting on 26 July 2018


    alteri in favour of the Company, that such occupier shall be bound by

    all the terms and conditions of the Memorandum of Incorporation of

    the Company, and such written agreement is lodged with the Company

    prior to the proposed occupier taking occupation.

    2.5. A registered owner of any property in the Scheme may not resign as a

    member of the Company.

    2.6. The rights and obligations of a member are not transferable, and every

    member must

    (a) further, to the best of his or her ability, the objects and interests

    of the Company;

    (b) comply with the Rules;

    (c) sign all documents and do all things necessary to enable

    whatever servitude may be required for services to be registered

    whether over or in favour of the access portion or any other

    property in the Scheme and including the provision of security

    facilities: Provided that nothing contained in this Memorandum

    prevents a member from ceding his or her rights in terms of this

    Memorandum as security to the mortgagee of his or her property

    in the Scheme.

    2.7. The Company shall maintain at its registered office a register of

    members of the Company as provided in section 50 of the Companies

    Act. The register of members shall be open for inspection as provided

    for in section 26(3) of the Companies Act.


    The ancillary objects of the Company are

    3.1. To promote and conserve the nature and facilities, such as dams, rivers

    and streams in the Estate;

    3.2. To promote and conserve wildlife, fauna and flora in the Estate and to

    preserve the property in the Estate as a sanctuary for any type of

    wildlife and flora;

    3.3. To promote, in whatever manner the directors may consider

    appropriate, the common interest of all the members in regard to the

    protection and conservation of wildlife and flora;

  • Approved at the General Meeting on 26 July 2018


    3.4. to promote, support or oppose legislation, administrative decisions or

    other measures affecting the Estate and, in particular, to obtain

    registration of or other official recognition of the Estate as a private

    game reserve in terms of the appropriate laws, if the directors deem it