Memorandum of association of a company not having a share capital

Transcription

1 REPUBLIC OF SOUTH AFRICA Form CM4 COMPANIES ACT, 1973 Memorandum of association of a company not having a share capital 2001/019929/08 Registration No. of company Paste revenue receipt here or affix revenue stamps here or impress revenue franking machine impression here FINANCIAL YEAR END: Last day of FEBRUARY each year 1. Name (a) The name of the Company is: BOARDWALK MANOR HOME OWNERS ASSOCIATION (Association incorporated under Section 21) The name of the Company in the other official language of the Republic is: N/A The shortened form of the name of the Company is: N/A

2 Form CM4A REPUBLIC OF SOUTH AFRICA COMPANIES ACT, Purpose describing the main business The main business which the Company is to carry on is to: (a) to own the erven known as ERVEN of PORTION 70 OF THE FARM TWEEFONTEIN NO. 372 JR GAUTENG ( the common property ) which erven shall form part of the Scheme as defined in the articles (hereinafter referred to as the scheme ); promote, advance and protect the communal interests of the owners and occupants of all the units forming part of the Scheme; control, manage and maintain all the areas surrounding the public roads within the area covered by the Scheme and ensure an acceptable aesthetic appearance thereof; (d) control, manage and maintain the swimming pool, the community hall, squash courts and tennis courts, as well as the landscaped gardens and other open areas forming part of the Scheme and any other facilities which may be provided on the common property from time to time and to ensure an acceptable aesthetic appearance thereof; (e) implement security measures for and controlled access to the Scheme which will include a guard house, security cameras and 24-hour security guards; (f) maintain the external boundary wall of the property constituting the scheme together with security fencing and to ensure an acceptable aesthetic appearance thereof; (g) approve of building plans to ensure all buildings meet the approved guidelines; (h) provide such services to owners as the company may decide upon from time to time.

3 3. Main object The main object of the Company is to: (a) promote, advance and protect the communal interests of the owners and occupants of the individual properties comprising the development known as Boardwalk Manor; take full responsibility, on behalf of and for the communal benefit of the owners of the individual erven in the scheme, for the business of the Association as more fully described under clause 2 hereof. 4. Ancillary objects excluded The specific ancillary objects, if any, referred to in section 33(1) of the Act, which are excluded from the unlimited ancillary objects of the company: The Association shall only have such ancillary objects as may be necessary to enable it to realise its main object. 5. Powers The Association shall have the powers lawfully granted to it by virtue of Schedule 2 to the Companies Act, 1973, as amended, except the following specific powers, which are in terms of Section 34 of the Act expressly: excluded: Powers, (f), (k), (l), (m), (o), (p), (s), (t) i) and qualified: i) Power (a) - "This power will be executed only in accordance with the main object of the Association." D:\sites\Boardwalkmanor\dloads\MEMORANDUM AND ARTICLES\MEMORANDUM OF ASSOCIATION -.doc

4 ii) Power - "This power will be executed only in accordance with the main object of the Association." iii) Power (n) - "To remunerate any person or persons in cash for services rendered in its formation or in the development of its business. 6. Conditions The special conditions which apply to the Association and the requirements, if any additional to those prescribed in the Act for their alteration are: (a) 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 or subsidiary companies; provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Company or to any member thereof in return for any services actually rendered to the Company. Upon dissolution, de-registration or winding up of the Company the assets of the company remaining after the satisfaction of all its liabilities shall be given or transferred to some other non-profit association(s) or institution(s) having objects similar to the Company's main object, to be determined by the members of the Company at or before the time of its dissolution or failing such determination, by the Court. Amendments to the memorandum and Articles of Association shall be made according to the procedure and in accordance with the provisions of the Companies Act, 1973, and any other applicable legislation and shall also be subject to the approval of the Commissioner for the South African Revenue Service and/or any other applicable authority, if required for tax exemption purposes;

5 (d) The Association shall operate solely as a Home Owners Association in accordance with its stated aims. (e) The Association shall be entitled to bind members to contribute by way of subscriptions and levies towards the funds of the Association, which levies and subscriptions will be utilised to fulfil the main object of the Association, and to enforce payment thereof and collect and receive from members such contributions and levies. (f) The Association shall be entitled to enforce compliance with its Articles of Association in such manner as it may deem fir in particular by means of a system of fines or such other penalties as it may see fit to prescribe. 7. Pre Incorporation Contracts NONE 8. Guarantee a) The liability of members is limited to the amount referred to in paragraph. b) Each member undertakes to contribute to the assets of the Company in the event of its being wound up while he is a member or within one year afterwards for payment of the debts and liabilities of the Company contracted before he ceases to be a member, an amount equal to his pro-rata portion of the total debts and liabilities properly incurred within the ambit of the main business stated in this Memorandum of Association, plus for the costs, charges and expenses of the winding-up and for adjustment of the rights of the contributories among themselves, an amount of R5.00 (Five Rand). c) The pro-rata portion of every member, referred to hereabove, shall be determined by dividing the total debts and liabilities outstanding for any relevant period by the number of units in the Scheme and multiplying it with the number of units owned by each member. D:\sites\Boardwalkmanor\dloads\MEMORANDUM AND ARTICLES\MEMORANDUM OF ASSOCIATION -.doc