do hereby certify this to be a true copy of the Articles of Association of the Company adopted

by special resolution passed by the Company in general meeting on the

Chairperson

THE COMPANIES ACT, No. 61 of 1973

(AS AMENDED)

A COMPANY NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION

of

THE INSTITUTE OF ESTATE AGENTS OF

SOUTH AFRICA (

(ASSOCIATION INCORPORATED UNDER

SECTION 21)

Registration number:

Prepared by: CLIFFE DEKKER INC. Attorneys. Sandton

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A. The Articles of Table “A” contained in Schedule I to the Companies Act,

1973, shall not apply to the Company.

B. The Articles of the Company are as follows:-

1

In these Articles, unless the context otherwise indicates:-

1.1 expressions defined in the Companies Act, 1973, shall have the meanings

given to them in that Act;

1.2 words importing the singular shall include the plural and vice versa;

1.3 words importing persons shall include any natural person, partnership, firm,

syndicate, society or other voluntary association, a close corporation, any

company or body, whether corporate or not, and

1.4 the following words and expressions shall have the following meanings,

namely:-

1.4.1

amended or re-enacted;

1.4.2

Estate Agent but:-

1.4.2.1 whose business activities are from time to time to be considered by

the Board in its discretion to be related to be real estate; and

1.4.2.2 who is considered by the Board in its discretion to be fit and proper

1.4.3

1.4.3.1

(

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[

of the Act;

1.4.4

or unincorporated, which carries on the business of an Estate Agent

whether as a franchise, sole proprietorship, partnership, company or

other body corporate and shall include any Estate Agency associated

with any other Estate Agency by virtue of the use of a common name or

franchise or in any other manner whatsoever, as represented by an

individual member of such business entity as the franchisor, franchisee,

sole proprietor, a partner, a director or a member thereof;

1.4.5

certificate issued to him in terms of section 16 of the Estate Agency

Affairs Act;

1.4.6

112 of 1976 and all regulations thereunder (as amended or to be

amended from time to time);

1.4.7

been of assistance or likely to be of assistance to the Company, or

whose position or office is such as to render such appointment honorary,

elected for such period as the Board may determine;

1.4.8

(National)

21), Registration Number: 69/00012/08;

1.4.9

and who is in possession of a valid fidelity

Formatted:

(South Africa)

Formatted:

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1.4.10

Company elected to life membership by the Board, in recognition of

exceptional service to the Company or the estate agency industry;

1.4.10.1

1.4.11

Company;

1.4.12

1.4.13

Company;

1.4.14

marked “A”;

1.4.15

are binding on the Company by reason of the Company being a member

of IEASA (National);

1.4.16

active practice as an Estate Agent and has furnished the Company with

an affidavit in the prescribed form to the effect that such member has

ceased to practice as an Estate Agent;

1.4.17

or any duly authorised person acting in the place of such secretary;

1.4.18

or partly written and partly reproduced and including printing, typewriting

or lithography or any other mechanical process, or partly one and partly

another.

Formatted:

Formatted:

(South Africa)

2

2.1 The Company is a public company and shall comply with the provisions of

sections 32 and 66 of the Companies Act and shall not carry on business

for more than 6 (six) months while it has less than 7 (seven) members,

failing which every person who is a member of the Company during the

time that it is so carries on business and is cognizant of the fact that it is so

carrying on business, shall be liable for the payment of the whole of the

debts of the Company contracted during that time and may be sued for the

same without any other member being joined in the action.

2.2 Membership of the Company shall be limited to those persons who are:

2.2.1 Individual Members who are resident or who conduct business within the

Region;

2.2.2 Corporate Members whose registered address

or who conduct business within the Region;

2.2.3 Associate Members;

2.2.4 Honorary Members;

2.2.5 Retired Members; and

2.2.6 Life Members.

2.3 Corporate, Associate, Honorary and Retired Members shall not have any

voting rights at meetings of the Company and may only address meetings

of the Company with the permission of the Chairperson of that meeting.

2.4 Individual Members shall, upon becoming members of the Company,

facto

2.5 Every person who is accepted by the Board to membership and who is in

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good standing shall immediately thereafter become a member of the

Company and shall be deemed to have undertaken to contribute to the

assets of the Company in the event of its being wound-up while he is a

member or within a (one) year afterwards, for payment of the debts and

liabilities of the Company contracted before he ceases to be a member,

and of the costs, charges and expenses of the winding-up and for

adjustment of the rights of contributories among themselves in an amount

not exceeding the sum of R100,00 (One Hundred Rand).

2.6 The Board shall be entitled to impose the payment of an entrance fee upon

any person or firm applying for membership, which amount shall be

determined by the Board.

2.7 An application for membership of the Company shall be submitted on the

application form prescribed, from time to time, by the Secretary.

2.8 Admission to any category of membership of the Company shall be in the

sole discretion of the Board or its nominee, which may either admit or

refuse to admit any applicant, and in the event of its refusing to admit any

applicant, it shall not be obliged to furnish reasons for its refusal.

2.9 On the admission of a person to membership, such person shall be issued

with a certificate of membership in the form prescribed by the Board of

IEASA (National) which certificate shall bear his full name and be signed by

either the Chairperson or the Secretary, provided that:-

2.9.1 such certificate of membership shall at all times remain the property of

the Company;

2.9.2 the member issued with such certificate shall return the same to the

Secretary within 14 (fourteen) days of the receipt of a request from the

Secretary to do so at any time;

2.9.3 a member shall be obliged to return such certificate to the Secretary

upon termination of membership for any reason whatsoever within 14

(fourteen) days of the date of such termination of membership, provided

that upon the death of a member in good standing the Board shall, on

application by the member’s family, be entitled to allow such member’s

family to retain his membership certificate.

2.10 Subject to the provisions of Article 2.12 hereof, the Board shall fix the

annual subscriptions, levies or other charges payable to the Company by

the members thereof and, in fixing such subscriptions or other charges,

may differentiate among members belonging to different categories

determined by it for the purpose.

2.11 Any member whose subscription or levy remains unpaid for 60 (sixty) days

after the due date for payment thereof, shall, unless otherwise determined

by the Board, forthwith cease to enjoy any of the benefits, privileges and

advantages of membership until such time as the arrear subscriptions or

levi

2.12 Life and Honorary Members shall not be required to pay subscriptions,

levies or any other amounts to the Company. The Company shall be

entitled to reward members for special or meritorious services rendered in

such a manner as the Board may decide from time to time.

2.13 The rights and privileges of membership shall be personal to the member

and shall not be transferable to any other person or entity.

2.14 Every member may intimate his membership of the Company on all

business letterheads, documentation and advertisements in such manner

as the Board may from time to time determine in its sole discretion.

2.15 Every member shall be obligated to comply with the Code of Ethics, the

Regulations and the Standards of Practice as promulgated by IEASA

(National), from time to time.

2.16 The Company shall maintain at its office or at such other place as may from

time to time be determined and authorised, a register of members as

provided in section 105 of the Act, which register shall be open for

inspection as provided in section 113 of the Act.

2.17 Every person who becomes a member of the Company shall be bound by

all the terms and conditions of the Memorandum and these Articles. A

person shall cease to be a member upon termination of membership as

provided in these Articles.

3

3.1 A person shall,

3.1.1 he, where applicable, ceases to be in possession of a valid fidelity fund

certificate;

3.1.2 he, not being a Retired Member, retires from active participation in the

business of an Estate Agent;

3.1.3 the business activities of such member are no longer related to real

estate;

3.1.4 he dies, becomes insolvent, assigns his estate or compromises with his

creditors, or in the case of a juristic person, is dissolved, de-registered,

placed in liquidation or under judicial management, provisional or final,

or submits any compromise with its creditors;

3.1.5 he fails to comply with the Regulations promulgated in terms of these

Articles;

3.1.6 he becomes a lunatic or of unsound mind;

3.1.7 he fails to pay any amount due by him to the Company or to any fund

established by the Company within 10 days of the receipt by him of a

written demand signed by the Chairperson or his duly authorised

representative, for payment of such amount;

3.1.8 he tenders his resignation in writing to the Secretary;

3.2 A member who transfers his business or occupation to a geographic area

outside of the Region, shall notify the Secretary to this effect within 21

(twenty-one) days from the time he ceases to operate within the Region,

being the area of jurisdiction of the Company. The Secretary shall

immediately notify the secretary of the regional institute where the member

is to establish his new business. The member so transferred shall forthwith

cease to be a member of the Company.

3.3 The date of cessation of membership in terms of Article 3 shall be deemed

to be the date on which the Secretary receives written notice or written

advice of any of the circumstances contemplated in Article 3.

3.4 Upon termination of membership, the Secretary shall remove the name of

the member from the register, notify the member accordingly and procure

the return of the member’s certificate of membership.

3.5 Any member who, for any reason whatsoever, has ceased to be a member

of the Company, shall after such cessation remain liable for the payment of

any amount which was owing by him on the date of such cessation to the

Company and shall, in addition, be liable for any costs incurred by the

Company in recovering such amount. No levies or fees paid by a member

shall under any circumstances be repayable by the Company upon any

member ceasing to be a member.

3.6 The Board shall be entitled to investigate at any time the affairs of any

member in circumstances where it considers that any of the provisions of

this Article may be applicable to the member concerned.

4

4.1 The Company shall hold general meetings to be known and described in

the notices calling such meetings as annual general meetings of the

Company. Such meetings shall be held in

4.2 General meetings of the Company other than annual general meetings may

be held from time to time.

4.3 Annual general meetings and other general meetings shall be held at such

time and place as the directors shall appoint or at such time and place as is

determined if the meetings are convened under section 179(4), 181, 182 or

183 of the Act.

5

5.1 An annual general meeting and a meeting called for the passing of a

special resolution shall be called by not less than 21 (twenty-one) clear

days notice in writing and any other general meeting shall be called by not

less than 14 (fourteen) clear days notice in writing. 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 shall be given in manner hereinafter mentioned or

in such other manner, if any, as may be prescribed by the Company in

general meeting, to such persons as are, under these Articles, entitled to

receive such notices from the Company: provided that a meeting of

the Company shall, notwithstanding the fact that it is called by shorter

notice than that specified in this Article, be deemed to have been duly

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called if it is so agreed by a majority in number of the members having a

right to attend and vote at the meeting who hold not less than 95% (ninety

five per cent) of the total rights of all the members.

5.2 Any member intending to put forward a resolution at the annual general

meeting, shall give written notice thereof by not later than 1 (one) month

prior to such meeting. No resolution shall be taken at an annual general

meeting unless notice thereof specifically appears on the agenda sent to

the members with the notice calling the meeting.

5.3 The accidental omission to give notice of any meeting to any particular

member or members shall not invalidate any resolution passed at any such

meeting.

6

6.1 The annual general meeting shall deal with and dispose of all matters

prescribed by the Act, including the consideration of the annual financial

statements, the election of directors, the appointment of an auditor, and

subject to the provisions of the Act, may deal with any matters capable of

being dealt with by any general meeting.

6.2 No business shall be transacted by any general meeting unless a quorum

of members is present at the time when the meeting proceeds to business.

The quorum shall be 5 (five) members present at the meeting and entitled

to vote.

6.3 The Chairperson of directors, or in his absence Deputy Chairperson (if

any), shall be entitled to take the chair at every general meeting. If there is

no Chairperson or Deputy Chairperson, or if at any meeting he shall not be

present within 10 (ten) minutes after the time appointed for holding the

meeting, or is unwilling to act, the directors may choose a Chairperson, and

in default of doing their doing so the members present shall choose one of

their number to be Chairperson.

6.4 If within 10 (ten) minutes after the time appointed for the meeting a quorum

is not present, the meeting, if convened upon the requisition of members,

shall be dissolved. In any other case it shall stand adjourned to a day not

earlier than 7 (seven) days and not later than 21 (twenty-one) days after the

date of the meeting and if at such adjourned meeting a quorum is not

present within 10 (ten) minutes after the time appointed for the meeting the

members present in person shall constitute a quorum.

6.5 The Chairperson of the general meeting may, with the consent of the

meeting, adjourn the same from time to time and from place to place, but

no business shall be transacted at any adjourned meeting other than the

business left unfinished at the meeting from which the adjournment took

place. The Chairperson shall adjourn a meeting if the provisions of section

192 of the Act have been complied with.

6.6 Where a meeting has been adjourned the Secretary shall, upon a date not

later than 3 (three) days after the adjournment, publish in a newspaper

circulating in the Province where the registered office of the Company is

situated, a notice stating:-

6.6.1 the date, time and place to which the meeting ha

6.6.2 the matter before the meeting when it was adjourned; and

6.6.3 the ground for the adjournment.

6.7 Every question submitted to a meeting shall be decided in the first instance

by a show of hands, and where there is an equality of votes, whether on a

show of hands or on a poll the Chairperson shall have a casting vote, in

addition to the vote or votes to which he may be entitled as a member.

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6.8 At any general meeting a resolution put to the vote of the meeting shall be

decided on a show of hands, unless a poll is (before or on the declaration

of the result of the show of hands) demanded by the Chairperson or

members referred to in section 198(1) (b) of the Act, and 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 a particular

majority or not carried, and an entry to that effect in the book containing the

minutes of the proceedings of the Company, 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. The demand for a poll may be

withdrawn.

6.9 If a poll is dully demanded as aforesaid, it shall be taken in such manner

and at such time and place as the Chairperson of the meeting directs, and

either at once or after an interval or adjournment and the result of the poll

shall be deemed to be the resolution of the meeting at which the poll was

demanded. In case of any dispute as to the admission or rejection of a

vote, the Chairperson shall determine the same and such determination

made in good faith shall be final and conclusive.

6.10 The demand for a poll shall not prevent the continuance of a meeting for

the transaction of any business other than the question on which a poll has

been demanded.

6.11 No poll shall be demanded on the election of a Chairperson of a meeting

and a poll demanded on a question of adjournment shall be taken at the

meeting without adjournment.

6.12 A resolution in writing signed by all the members of the Company or their

duly appointed agents shall (except in cases where a meeting is prescribed

by the Act) be as valid and effectual as if it had been passed at a meeting

of the Company duly convened and held; provided that such resolution is

duly inserted in the minute book of meetings of the Company.

7

7.1 Subject to any special rights or restriction as to voting attached to any

category of membership, every Individual or Honorary Member present in

person or by proxy at a general meeting of the Company shall be entitled to

one vote on a show of hands and to one vote on a poll, provided that no

such member shall be entitled to be present and to vote, either in person or

by proxy at any general meeting or to be reckoned in the quorum unless all

levies and other sums payable by him to the Company, have been paid.

7.2 Votes may be given either personally or on a poll by proxy. The instrument

of proxy shall be in writing under the hand of the person granting such

proxy or of his duly authorised attorney or agent. A proxy need not be a

member of the Company.

7.3 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 of

such power or other authority, shall be deposited at the office not less than

24 (twenty four) hours before the person named in such instrument

purports to vote in respect thereof, but no instrument appointing a proxy

shall be valid after the expiration of 12 (twelve) months from the date of its

execution, unless the proxy otherwise provides.

7.4 A vote in accordance with the terms of an instrument of proxy shall be valid

notwithstanding the previous death of the principal, or revocation of the

power, provided no intimation in writing of the death or revocation shall

have been received at the Office or by the Chairperson of the meeting

before the vote is given.

7.5 Every instrument of proxy, whether for a specified meeting or otherwise,

shall as nearly as circumstances will permit, be in the following form, or in

such other form as the directors may approve, or a quorum of directors in

any particular case may allow:-

“I

of

being a member of

Incorporated Association not for Gain,

hereby appoint

of

or failing him

of

or failing him

of

as my proxy to vote or abstain from voting on my behalf at the meeting of

the Company to be held on the day of , 20

and at any adjournment thereof as follows:-

In favour of Against Abstain

Ordinary/Special

Resolution 1 ………… ………….. ………….

Ordinary/Special

Resolution 2 ………… ………….. ………….

Ordinary/Special

Resolution 3 ………… ………….. ………….

Indicate instruction to proxy by way of a cross (in space provided above).

Except as instructed above or if no instructions are inserted above, my

proxy may vote as he thinks fit.

SIGNED this day of , 20 .

___________________________

MEMBER’S SIGNATURE

(NOTE – A member entitled to attend and vote is entitled to appoint a proxy to

attend, speak and on a poll vote in his stead.)”

8

Unless and until otherwise determined by the Company in general meeting,

the number of directors shall not be less than 7 (seven).

9

9.1 Any individual member shall be entitled to nominate any other individual

member as a director by completing a nomination form as prescribed by the

Board which shall be sent by the Secretary to all members at least 60

(sixty) days prior to the annual general meeting and which nomination form

shall be lodged with the Secretary at least 30 (thirty) days prior to the

meeting.

9.2 New directors shall be appointed by ordinary resolution of the Company in

general meeting.

9.3 Notwithstanding anything in these Articles contained, no more than 30%

(thirty percent) of the directors may be members of the same Estate

Agency Organisation.

10

Unless otherwise determined by the Company in general meeting from time to

time, the directors shall hold office for a period of 2 (two) years.

11

11.1 At every annual general meeting, one half of the directors for the time being

shall retire from office.

11.2 The directors to retire in every year shall be those who have been longest

in office since their last election, but as between persons who became

directors on the same day, those to retire shall, unless they otherwise

agree among themselves, be determined by lot.

11.3 A retiring director shall be eligible for re-election.

11.4 The company at the annual general meeting at which a director retires in

the manner aforesaid or at any other general meeting may fill the vacancy

by electing a person thereto.

11.5 If at any meeting at which an election of directors ought to take place the

offices of the retiring directors are not filled, unless it is expressly resolved

not to fill such vacancies, the meeting shall stand adjourned and the

provisions of articles

adjournment, and if at such adjourned meeting the vacancies are not filled,

the retiring directors or such of them as have not had their offices filled shall

be deemed to have been re-elected at such adjourned meeting.

12

DIRECTORS

The directors shall have power at any time to appoint any other person as a

director, either to fill a casual vacancy or as an addition to the Board, but so

long as the total number of directors shall not at any time exceed the

maximum number fixed; and provided that every appointment made in terms

of this Article shall be subject to the confirmation of the Company at the next

annual general meeting thereof.

13

13.1 Each director shall have power to appoint any person to act as alternate

director in his place, and as his discretion to remove such alternate and

appoint another in his place, provided that the appointment of such

alternate director shall be approved of by the Board. On such appointment

being made and approved, the alternate director shall in all respects be

subject to the terms and conditions existing with reference to the other

directors of the Company, but shall not be entitled to receive any

remuneration from the Company.

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13.2 An alternate director, whilst acting in the place of the director appointing

him, shall exercise and discharge all the duties and functions of the director

he represents. The appointment of an alternate director shall be cancelled

and the alternate shall cease to hold office whenever the director who

appointed him shall cease to be a director or shall give notice in writing to

the Secretary that the alternate director representing him shall have ceased

to do so. The provisions of section 216(3) of the Act shall be complied with

by any alternate director who so ceases to hold office.

14

The continuing directors may act notwithstanding any vacancy in their body;

but if and so long as their number is reduced below the minimum number laid

down in Article

of directors to that number or for the purpose of summoning a general meeting

of the Company.

15

15.1 The office of a director shall

15.1.1 if the Board or a committee thereof resolve

disciplinary proceedings instituted against or any penalty imposed on a

director warrant his removal;

15.1.2 if he becomes insolvent, is sequestrated, assigns his estate, suspends

payment or compounds with his creditors;

15.1.3 if he becomes lunatic or of unsound mind;

15.1.4 if by notice in writing to the Company he resigns

15.1.5 if he be removed from office by an ordinary resolution of the Company

passed in terms of section 220 of the Act;

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15.1.6 if he ceases to be a director by virtue of any provision of the Act or

becomes prohibited from being a director by reason of any Order made

under section 219 of the Act;

15.1.7 if he fails to attend 2 (two) consecutive meetings of the Board without

having either obtained leave of absence from the Board or within a

reasonable time thereafter forwarded to the Secretary an explanation

which the Board regards as a good and sufficient reason for his failure to

attend such meetings;

15.1.8 if he ceases to be a member of the Company.

15.2 A director may:-

15.2.1 hold any other office or place of profit in the Company;

15.2.2 act by himself or by his firm in a professional capacity (other than as

auditor) for the Company;

and shall be entitled to receive remuneration, profit or benefits therefor

which he shall not be obliged to account for or pay over to the Company:

provided always, however, that a director shall not be otherwise employed

by the Company unless his appointment and remuneration in any such

respect be determined or approved by a majority of the disinterested

directors of the Company.

15.3 Subject to the provisions of Article 15.4, no director shall be disqualified by

his office from holding any office or place of profit under the Company

(except as auditor) or under any other Company.

15.4 Subject to the provisions of Article 15.5, no director or officer of the

Company, who has been authorised by the directors of the Company to

enter into any contract or proposed contract which is of significance in

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relation to the Company’s business, shall be disqualified by his office from

contracting or dealing with the Company or any other company and, in this

regard:-

15.4.1 no contract or arrangement entered into by or on behalf of the Company

in which any director or officer is directly or indirectly interested shall be

avoided by virtue of such interest;

15.4.2 no director or officer shall be liable to account to the Company for any

profit arising from any such office or place of profit or any such contract

or arrangement;

15.4.3 any director or officer may vote as such or act on behalf of the Company

in respect of any such contract or arrangement between the Company

and himself or any other person including any company in which he is in

any way directly or indirectly interested or of which he is a director,

officer or employee and in respect of any matter relating to or arising out

of such contract or arrangement;

15.4.4 any officer of the Company may, within the limits of his authority as

such, cause the Company to enter into any contract arrangement with

any such persons (except himself) or with any other such company in

which he is in any way directly or indirectly interested or of which he is a

director, officer or employee.

15.5 A director or officer shall be obligated to make full disclosure, in the manner

and at the times required by sections by 234 to 236 inclusive of the Act, of

the nature and extent of his direct or indirect interest in every contract or

proposed contract or arrangement between the Company and himself or

any other company in which he is or becomes in any way directly or

indirectly interested or of which he is or becomes a director, officer or

employee.

16

Notwithstanding the provisions of any contract for the time being existing, the

Company may by ordinary resolution remove any director from office and may

by ordinary resolution appoint another person in his stead. The provisions of

section 220 shall be complied within connection with removal of any director.

17

The remuneration of each of the directors of the Company shall be determined

by the Board from time to time, in order to reimburse them for any expenses

incurred in the performance of their duties as directors. If any director shall be

required to perform extra services, or shall otherwise be specially occupied

about the Companies business, he shall be entitled to receive a remuneration

to be fixed by the directors.

18

18.1 The directors may meet together for the dispatch of business, adjourn and

otherwise regulate their meetings as they deem fit. The quorum of

directors necessary for the transaction of business may be fixed from time

to time by the directors provided that:-

18.1.1 unless and until the quorum is so fixed by the directors, it shall be 50%

plus 1 of the number of directors;

18.1.2 the quorum shall not in any circumstances be less than 50% plus one of

the number of directors.

18.2 Thirty percent of the directors may at any time, and the Secretary upon the

requisition of them shall, convene a meeting of the directors. A director

who is not at any time in the Republic of South Africa shall not, during such

time as he is absent there from, be entitled to notice of any meetings.

18.3 Questions arising at any meeting of directors shall be decided by a majority

of votes and, in case of an equality of votes, a Chairperson shall have a

second or a casting vote.

18.4 The directors may elect a Chairperson and a Deputy Chairperson and

determine the period to which each is to hold office. There shall be no

natural succession from the position of Deputy Chairperson to Chairperson.

The Chairperson, or in his absence the Deputy Chairperson, shall be

entitled to preside over all meetings of directors. If no Chairperson

Deputy Chairperson is elected, or if at any meetings neither is present

within 15 (fifteen) minutes of the time appointed for holding the same or is

not willing to act as a Chairperson thereof, the directors present shall

choose some one of their number to be Chairperson of such meeting.

18.5 A meeting of the directors at which a quorum is present shall be competent

to exercise all or any of the authorities, powers and discretions by or under

the articles of the Company for the time being vested in or exercisable by

the directors generally.

18.6 Subject to section 234 and 235 of the Act a resolution in writing signed by

all the directors of the Company for the time being in the town in which the

office of the Company is situate, and being not less than are sufficient to

form a quorum, shall be as valid and effectual as a resolution passed at a

meeting of the directors duly called and constituted, provided that such

resolution is duly inserted in the minute book of directors’ meetings.

18.7 The directors may delegate any of their powers to committees consisting of

such member or members of their body as they think fit, and may

from time to time revoke such delegation. Any committee so formed shall,

in the exercise of the powers so delegated, conform to any conditions that

may from time to time be imposed upon it by the directors. The meetings

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and proceedings of any such committee consisting of two or more

members shall be governed by the provisions herein contained for

regulating the meetings and proceedings of the directors, so far as the

same are applicable thereto, and are not superseded by any regulations

made by the directors under this Article. The Chairperson of any

committee shall be appointed by the Chairperson of the Board from time to

time.

18.8 All acts done at any meeting of the directors or of a committee of directors,

or by any person acting as a director shall, notwithstanding that it shall

afterwards be discovered that there was some defect in the appointment of

such directors or persons acting as aforesaid or that they or any of them

were disqualified, be as valid as if every such person had been duly

appointed and was qualified to be a director.

19

19.1 The management of the business of the Company shall be vested in the

directors, and the directors, in addition to the powers and authorities by

these presents expressly conferred upon them may, subject to the

provisions hereinafter mentioned, exercise all such powers and do all such

acts and things as may be exercised or done by the Company, and are not

hereby or by the Act directed or required to be exercised or done by the

Company in general meeting, but, subject, nevertheless, to the provisions

of the Act and of these presents; and provided further that the directors

shall not cause the Company to undertake any business or do any act not

failing within the general scope of the objects set out in its Memorandum

except with the authority of a resolution of the Company.

19.2 The directors may at any time and from time to time by power of attorney

appoint any person or persons to be the attorney or attorneys and agent(s)

of the Company for such purposes and with such powers, authorities and

discretions (not exceeding those vested in or exercisable by the directors

under these presents) and for such period and subject to such conditions

as the directors may from time to time think fit, and any such appointment

may, if the directors think fit, be made in favour of any company, or of the

members, directors, nominees or managers of any company of firm, or

otherwise in favour of any fluctuating body of persons, whether nominated

directly or indirectly by the directors, and any such power of attorney

may contain such provisions for the protection or convenience of persons

dealing with such attorneys and agents as the directors think fit. Any such

delegates or attorneys as aforesaid may be authorised by the directors to

sub delegate all or any of the powers, authorities and discretions for the

time being vested in them.

19.3 Subject to the provisions of Article 21, the Board shall have

time to time, to make and bring into effect regulations for the purpose of

amplifying, in detail, the procedures to be followed in operating the

Company under these Articles, which regulations shall, once in force, be

fully binding and effective upon all members as if they were incorporated in

these Articles in the first instance.

19.4 Any regulation made by

notified to the members in such manner as the Board may determine to

ensure compliance therewith. The Board shall be the sole authority for the

interpretation of these Articles and the regulations and the decision of the

Board upon any question of interpretation or upon any matter affecting the

Company and not provided for by these Articles or the regulations shall be

final and binding on the Company and its members.

19.5 The Board shall have the power to:

19.5.1 formulate and determine a recommended tariff of professional fees and

commissions, applicable to its members, subject to the provisions of the

Competition Act and the Competition Commission;

19.5.2 present regional training programmes, the content and standard of which

has been approved by IEASA (National), and regional conferences;

19.5.3 make representations to the provincial and local authorities, on behalf of

its members, subject to due regard being given to the desirability of

national consultation on any issue

not make such representations on any matter which IEASA (National)

has determined shall not be dealt with by the Company

19.5.4 regulate disciplinary proceedings for dealing with complaints and

disputes and the review thereof.

20

20.1 The Board of Directors may from time to time and in such manner and on

such terms as they deem fit exercise all the powers of the Company to

borrow, raise or secure the payment of money, either with or without any

specific security on the undertaking or property of the Company.

20.2 The directors may raise or secure the repayment of such sum or sums in

such manner and upon such terms and conditions in all respect as they

think fit, and in particular by the granting of any mortgage, charge or other

security on the undertaking or the whole or any part of the property of the

Company (both present and future).

21

21.1 It is recorded that the Company shall become and remain a member of

IEASA (National) and shall in every respect adhere to the Articles of

Association and the Regulations of IEASA (National), and the Company’s

area of jurisdiction as defined by the Region shall be confined to such area

as IEASA (National) shall from time to time define.

21.2 It is a condition of the Company's membership of IEASA (National) that it

shall not be entitled to amend its constitution or Memorandum and/or

Articles of Association (as the case may be) without the prior written

approval of the Board of IEASA (National).

21.3 The Code of Ethics and Standards of Practice as promulgated by IEASA

(National), from time to time, shall be fully binding and effective upon all

members of the Company. The Company shall be obligated to enforce the

provisions thereof.

21.4 The Secretary shall, not later than 6 (six) months from the end of the

financial year, submit to the secretary of IEASA (National) an audited

statement reflecting the Company’s membership by category as at the end

of the financial year, together with a full set of the Company’s financial

reports.

22

22.1 The directors shall cause minutes to be kept:-

22.1.1 of all appointments of officers;

22.1.2 of the names of directors present at every meeting of the Company and

of the directors; and

22.1.3 of all proceedings at all meetings of the Company and of the directors.

22.2 Such minutes shall be signed by the Chairperson of the meeting at which

the proceedings took place or by the Chairperson of the next succeeding

meeting.

23

23.1 The Company shall keep at the places prescribed by the Act and maintain

in proper form and in the manner prescribed by the Act the undermentioned

registers, namely:-

23.1.1 Register of Members, (section 105);

23.1.2 Register of Pledges, Cessions and Bonds, (section 127);

23.1.3 Register of Debenture Holders, (section 128);

23.1.4 Register of Directors and Officers, (section 216);

23.1.5 Register of Declarations of Interest of Directors and Officers in

Contracts, (section 240);

23.1.6 Attendance Registers in respect of the Company, Directors’ and

Managers’ Meetings, (section 245);

23.1.7 Register of Fixed Assets, (section 284).

24

24.1 The directors shall cause true accounts as required by the Act to be kept of

the sums of money received and expended by the Company, and the

matters in respect of which such receipts and expenditure take place, and

of the assets, credits and liabilities of the Company. The accounting

records of the Company shall be kept at the Office of the Company, or at

such place or places as the directors think fit.

24.2 The directors shall from time to time determine whether and to what extent

and at what times and places, and under what conditions or regulations the

accounting records of the Company, or any of them, shall be open to the

Formatted:

inspection of members.

24.3 At each annual general meeting the directors shall lay before the Company

annual financial statements containing the balance sheet, statements and

reports referred to in section 286 of the Act, made up to date not more than

9 (nine) months before the meeting.

24.4 The report of the directors shall comply with section 299 of the Act and the

report of the auditor shall comply with section 301 of the Act. The income

statement reports and balance sheets shall be signed on behalf of the

directors by 2 (two) directors.

25

25.1 The duly appointed auditors of the Company shall, subject to the provisions

of the Act, hold office until another appointment or other appointments to

the office shall be made at an annual general meeting of the Company, and

the provisions of sections 270 and 271 of the Act shall apply to and be

complied with in connection with any appointment proposed to be made,

made or not made of an auditor or auditors of the Company. The

remuneration of the auditor or auditors from time to time shall be fixed by

the directors.

25.2 An auditor may or may not be a member of the Company, but no person

shall be qualified for appointment as auditor of the Company if he is:-

25.2.1 a director, officer or employee of the Company;

25.2.2 a director, officer or employee of the company performing secretarial

work for the Company;

25.2.3 a partner or employer or employee of a director or an officer of the

Company;

25.2.4 a person who by himself or his partner or employee habitually or

regularly performs the duties of secretary or bookkeeper of the

Company, save where the provisions of section 275 (3) of the Act have

application and are complied with;

25.2.5

officer of the Company; or

25.2.6 not qualified to act as such under the Public Accountants’ and Auditors’

Act, 1951 (Act No. 51 of 1951).

25.3 The appointment, powers, rights, remunerations and duties of the auditors

shall be regulated by the provisions of the Act.

25.4 Any vacancy recurring in the office of an auditor whether by reason of

resignation or otherwise, shall be filled by the directors in accordance with

the provisions of section 280 or section 273, as the case may be, and any

person so appointed shall, subject to the provisions of section 270 of the

Act, continue in office until the annual general meeting next after his

appointment, but if there be more than one incumbent, a casual vacancy in

the office of auditor may, subject to the provisions of section 280 of the Act,

be filled by the directors and while any such vacancy continues the

surviving and continuing auditor or auditors may continue to act.

25.5 Every account of the Company, when audited and approved by a general

meeting, shall be conclusive, except as regard any error discovered therein

within 3 (three) months after the approval thereof.

26

26.1 All notices intended or required to be given by the Company to any member

of the Company shall be given in writing and shall be delivered or sent by

pre-paid registered post, by telefax or e-mail.

Deleted:

26.2 Each member in the Company shall notify in writing to the Company an

address, which address shall be its registered address, a telefax number

and/or an e-mail address. If the member has not notified such an address,

telefax number or e-mail address, or any change thereof, it shall not be

entitled to be served with notices.

26.3 Any notice sent by the Company to any member shall be deemed to be

received:-

26.3.1 on the same day, if delivered by hand;

26.3.2 on the same day of transmission if sent by telefax or e-mail during

business hours, legibly and with receipt received confirming completion

of transmission, and on the next business day if sent after business

hours;

26.3.3 on the 14

26.4 Notwithstanding the above, any notice actually received by a member to

whom the notice is addressed will be deemed to have been properly given

and received, notwithstanding that such notice has not been given in

accordance with the provision of this Article.

26.5 Where a given number of days’ notice, or notice extending over any other

period is required to be given, the day of service shall not, except it be

otherwise provided, be counted in such number of days or other period.

27

27.1 Every director, and officer of the Company, and any person employed by

the Company as auditor, shall be indemnified out of the funds of the

Company against all liability incurred by him as such director, officer or

auditor, in defending any proceedings, whether civil or criminal, in which

judgement is given in his favour, or in which he is acquitted, or in respect of

any proceedings which are abandoned or in connection with any

application under section 248 of the Act in which relief is granted to him by

the Court.

27.2 No director, officer or employee of the Company shall be liable for the acts,

receipts, neglects or defaults of any other director or officer or employee, or

for joining in any receipt or other act for conformity, or for loss of expenses

happening to the Company through the insufficiency or deficiency of any

security in or upon which any of the moneys of the Company shall be

invested, or for any loss or damage arising from the bankruptcy, insolvency

or tortuous acts of any persons with whom any moneys, securities or

effects shall be deposited, or for any loss or damage occasioned by any

error of judgement or oversight on his part, or for any other loss, damage or

misfortune whatever which shall happen in the execution of the duties of his

office, or in relation thereto, unless the same happen through his own

negligence, default, breach of duty or breach of trust.

28

Subject to the provisions of Article 21.2 and section 53(a) of the Act, the

Company may by special resolution

to or alter the provisions of its Memorandum with respect to the objects and

powers of the Company, as well as the Articles of Association, provided that

the Company continues to comply with the provisions of section 21 of the Act.

oooOooo