ST. JOHANNIS ORGANISATIONstjohannisheim.co.za/wp-content/uploads/2014/07/14_07_15-SJO-New... · was established as a universitas hominum in 1969 and was registered as a Regional Welfare

2014 Constitution St. Johannis Organisation 1

CONSTITUTION

OF THE

ST. JOHANNIS ORGANISATION

(a non-profit Organisation registered with registration number 003-221 NPO,

incorporating the St. Johannis Heim and St. Johannis Gardens)

TABLE OF CONTENTS

SECTION ONE: PREAMBLE Page 3

SECTION TWO: DEFINITIONS, NATURE AND STRUCTURE OF ORGANISATION

1. DEFINITIONS Page 3 - 6

2. NATURE OF THE ORGANISATION Page 6 - 7

3. STRUCTURE OF THE ORGANISATION Page 8

SECTION THREE: OBJECTS, POWERS, DUTIES OF ORGANISATION

4. PRIMARY OBJECTS OF THE ORGANISATION Page 8 - 9

5. ANCILLARY OBJECTS OF THE ORGANISATION Page 9

6. POWERS OF THE ORGANISATION Page 9 - 11

7. RESTRICTIONS ON THE POWERS AND OBJECTS OF THE ORGANISATION Page 11 - 13

8. DUTIES OF THE ORGANISATION Page 13 - 14

SECTION FOUR: FUNCTIONING OF THE ORGANISATION

9. MEMBERSHIP OF THE ORGANISATION Page 14 - 15

10. MEMBER'S REGISTER Page 15

11. ANNUAL GENERAL MEETINGS OF THE ORGANISATION Page 15 - 16

12. GENERAL MEETINGS OF THE ORGANISATION Page 16- 17

13. RECALL OF DELEGATED AUTHORITY OR ELECTED OFFICE BEARER Page 17

14. VOTING AND APPOINTMENT OF PROXIES Page 17 - 18

15. MINUTES OF MEETINGS Page 18

SECTION FIVE: THE MANAGEMENT COMMITTEE

16. FUNCTIONS AND DUTIES OF THE MANAGEMENT COMMITTEE Page 18 - 19


17. MEMBERSHIP OF THE MANAGEMENT COMMITTEE Page 19

18. ELECTIONS TO MANAGEMENT COMMITTEE Page 19 - 20

19. CHAIR OF THE MANAGEMENT COMMITTEE Page 20 - 21

20. MANAGEMENT COMMITTEE PORTFOLIOS AND SUB-COMMITEES Page 21

21. MEETINGS OF THE MANAGEMENT COMMITTEE Page 22 - 23

SECTION SIX: THE ST. JOHANNIS RESERVE FUND

22. THE ST. JOHANNIS RESERVE FUND Page 23 - 24

SECTION SEVEN: THE HEIM COMMITTEE

23. FUNCTIONS AND DUTIES OF THE HEIM COMMITTEE Page 24 - 25

24. MEMBERSHIP OF THE HEIM COMMITTEE Page 25

25. MEETINGS OF THE HEIM COMMITTEE Page 25 - 26

SECTION EIGHT: ST. JOHANNIS GARDENS

26. THE GARDENS COMMITTEE Page 26

27. THE GARDENS ADMINISTRATOR Page 26 - 27

SECTION NINE: EXECUTIVE PERSONNEL

28. THE EXECUTIVE PERSONNEL Page 27

SECTION TEN: AMENDMENTS TO CONSTITUTION

29. AMENDMENT OF CONSTITUTION Page 27 - 28

SECTION ELEVEN: WINDING UP OF THE ORGANISATION

30. WINDING UP PROVISIONS Page 28

SECTION TWELVE: DISPUTE RESOLUTION

31. CONFLICT BETWEEN COMMITTEES AND OTHER BODIES Page 29

SCHEDULES

32. SCHEDULE 1: SPECIAL RESOLUTIONS Page 31

33. SCHEDULE 2: ORGANOGRAM Page 32

34. SCHEDULE 3: INDEX OF ESSENTIAL TERMS Page 33 - 34


SECTION ONE: PREAMBLE

The St. Johannis Organisation (“the Organisation”), previously also known as the St. Johannis Heim,

was established as a universitas hominum in 1969 and was registered as a Regional Welfare

Organisation on 30 November 1971.

The Organisation was established to provide, maintain, conduct, administer and supervise a home

for elderly persons. For this purpose, the Organisation acquired Erf 3713 Parow on 9 June 1977.

After an extensive funding drive and contributions from numerous individuals, companies and

institutions who identified with the aspirations of the Organisation, as well as a detailed planning

exercise, construction of a retirement home finally commenced on the property during July 1980.

Between 1997 and 1999, a retirement housing village was added, allowing the Organisation to

alienate housing interests on the basis of permanent life rights or leases. The first Gardens

Committee was established on 13 November 2002.

On 15 May 2001 the Organisation was registered as a non-profit organisation under the Nonprofit

Organisations Act No. 71 of 1997, with registration number 003-221 NPO.

The Organisation has over the years amended its constitution and the current version of its

constitution was adopted on 10 November 2004.

The Organisation has since evolved further and a neighbouring property, Erf 40229 Bellville, was

acquired in 2012.

The Organisation wishes to better define the relationships between the various role players and

ensure compliance of its Constitution with relevant legislation. Consequently, this Constitution has

been drafted and was adopted by the members of the Organisation as set out herein.

SECTION TWO: DEFINITIONS, NATURE AND STRUCTURE OF THE ORGANISATION

1. DEFINITIONS

1.1. “The Act” means the Housing Development Schemes for Retired Persons Act No. 65 of

1988 as amended from time to time;

1.2. “AGM” means the annual general meeting of members of the Organisation held in

terms of Article 11;

1.3. “Committee meeting” means a duly convened meeting of the Management

Committee;

1.4. “Custodians” means the three individuals appointed by the Founder Members in terms

of Article 22, who are entrusted with the administration and management of the St.

Johannis Reserve Fund for the benefit of the Organisation;

1.5. “Day” means, unless otherwise specifically defined, a calendar day excluding any public

holiday. Such public holiday shall not be counted as a day;


1.6. “Dwelling Unit” means a house, apartment or other accommodation in St. Johannis

Gardens or the Karl Bremer Development in respect of which a Housing Interest has

been alienated by the Organisation to a Resident Member;

1.7. “Financial year” means the period from 1st April of a year to 31st March of the following

year;

1.8. “Founder Member” means the Evangelical Lutheran Church in Southern Africa (“the

Cape Church”), the German-speaking Catholic Community of the Cape Peninsula (“the

Catholic Church”), the Order of St. John Knights Hospitallers of Jerusalem (“the Balley of

Brandenburg”) and the Deutscher Verein (Pty) Ltd, it being recorded that the Balley of

Brandenburg became a member of the Organisation only after its formation;

1.9. “Gardens Administrator” means the person referred to in Article 11.6.7, elected by the

AGM to act as the Managing Agent as defined in the Regulations and to liaise between

the Management Committee and the Resident Members as represented by the

Gardens Committee in respect of all matters relating to the Housing Development

Scheme;

1.10. “Gardens Committee” means the committee elected by the Resident Members, the

composition and functions of which are specified more fully in Article 26 in line with the

requirements of the Act and the Regulations;

1.11. “Heim Committee” means the committee responsible for the operational matters

pertaining to the St. Johannis Heim;

1.12. “Housing Development Scheme” means such part of the Property in respect of which

Housing Interests are alienated for occupation as defined in the Act;

1.13. “Housing Interest” means the right to claim transfer of, use or occupy a Dwelling Unit

whether as a life right holder, sectional title holder or in any other form, as defined in

the Act;

1.14. “Income Tax Act” means the Income Tax Act No. 58 of 1962 as amended from time to

time;

1.15. “Karl Bremer Development” means Erf 40229 (a Portion of Erf 10777) Bellville,

measuring 6,572 square metres and held by Deed of Transfer No. T29309/2012, which

is earmarked for development by the Organisation;

1.16. “Maintenance Manager” means the person appointed by the Management Committee

to coordinate and implement the maintenance and other building works required to be

effected on the property from time to time;

1.17. “Manager” means the person appointed by the Management Committee from time to

time, who shall be responsible for the day-to-day operational management of the St.

Johannis Heim, including the management of personnel;

1.18. “Management Committee” means the committee constituted in terms of Article 17;


1.19. “Managing Agent” means in the absence of the Gardens Administrator the person or

entity as contemplated in the Regulations, appointed by the AGM, to whom the AGM

may assign or cede certain rights and duties to manage the Housing Development

Scheme in terms of Regulation 9(4) to the Act, as set out more fully in Article 27;

1.20. “Meeting” means a special or annual general meeting of the Organisation, duly

convened in terms of Articles 11 or 12;

1.21. “Member” means a member of the Organisation as set out in Article 9;

1.22. “Notice” means a written notification sent to the members or other persons required to

be given notice in terms of this Constitution;

1.23. “Nursing Manager” means the person appointed by the Management Committee to be

responsible for the nursing services rendered by the Organisation and the management,

training and supervision of the nursing personnel, to the extent that such a position has

been created and filled by the Management Committee at the relevant point in time;

1.24. “Observer” means a member of the staff of the Organisation or any other person who

by invitation of the Management Committee attends all or selected meetings and

engages in discussions, but who does not have the right to vote or to propose or second

motions at the relevant meetings;

1.25. “Occupant” means a person occupying a Dwelling Unit (either as nominated occupant,

spouse or as tenant) by virtue of a life right or other form of ownership, which is held by

another person, as well as any tenant of the St. Johannis Heim;

1.26. “Older Person” means a person as defined in the Older Persons Act, i.e. a person who in

the case of a male is 65 years of age or older and in the case of a female is 60 years of

age or older;

1.27. “The Older Persons Act” means the Older Persons Act No. 13 of 2006, as amended from

time to time;

1.28. “The Organisation” means the St. Johannis Organisation , established by the subscribers

to the original Constitution to provide, maintain, conduct, administer and supervise a

home for elderly persons including a frail care facility and to develop and maintain a

retirement housing scheme;

1.29. “Property” means Erf 3713 Bellville and Erf 40229 Bellville, the Karl Bremer

Development, as well as any additional or substituted properties owned, let or

otherwise held by the Organisation from time to time;

1.30. “The Regulations” means the regulations to the Act contained in Government Notice

No. R 1351 published in Government Gazette No. 11979 on 30th June 1989;

1.31. “Rental Pool Scheme” means the rental pool scheme operated by the Organisation to

the extent that such Rental Pool Scheme is in operation at the time, in terms of which

certain Resident Members who are not yet entitled to occupy their Dwelling Units offer

these to the Organisation to be rented out for the joint benefit of the participants;


1.32. “Republic” means the Republic of South Africa;

1.33. “Reserves” means the funds of the Organisation other than funds earmarked for short-

term operational requirements, which emanate from bequests, donations and

inheritance proceeds, as well as from proceeds or other income from the sale of

Housing Interests referred to in Article 27.1.2;

1.34. “Resident Member” means the holder of a Housing Interest, whether in the form of a

life right, sectional title or other form as recognised in the Act;

1.35. “Rules” means the rules adopted by the Organisation as contemplated in Article 6.14

below;

1.36. “Sectional Title Act” means the Sectional Titles Act No. 95 of 1986 as amended from

time to time;

1.37. “The St. Johannis notice board” means the notice board situated in the foyer of the St.

Johannis Heim;

1.38. “The St. Johannis Reserve Fund” or “SJRF” means the fund to be established in terms of

Article 22;

1.39. “St. Johannis Gardens” means the Housing Development Scheme developed on the

Property in respect of which Housing Interests are alienated to Resident Members;

1.40. “St. Johannis Heim” means the retirement home conducted by the Organisation from

the Property, including the frail care facility;

1.41. “Tenant” means a person renting a Dwelling Unit in terms of the Organisation’s rental

pool scheme or renting a flat or room in the St. Johannis Heim or bed in the frail care

centre of the St. Johannis Heim for an indefinite period, excluding any person who is

due to reside in such accommodation for a short period for recovery or other purposes;

1.42. words importing the masculine gender include the feminine and neuter genders and

vice versa; the singular includes the plural and vice versa; and natural persons include

juristic persons, other corporate entities, unincorporated associations of persons and

state entities, and vice versa.

2. NATURE Of THE ORGANISATION

2.1. The Organisation is a voluntary association, universitas hominum having a legal

personality separate from that of its individual members and perpetual succession, such

that there shall be no change in its identity notwithstanding changes in the identity of

its members from time to time.

2.2. The Organisation shall as aforesaid inter alia be entitled in its own name to acquire,

hold and alienate property, both movable and immovable, and in its own name to


institute, sue out, prosecute and/or defend any legal process or proceedings, in all

respects independently of its members, including in respect of:

2.2.1. any contract made by it;

2.2.2. any damage done to the Property or facilities forming part of the

Organisation;

2.2.3. any matter in connection with the Organisation, the Property, facilities or

services for which the Organisation is responsible;

2.2.4. any matter arising out of the exercise of its powers or the performance or

non- performance of its functions under the Act, the Regulations or any rules

adopted by the Organisation for the conduct of its members.

2.3. The Organisation shall be competent to acquire rights and incur obligations

independently of its members for the time being; and the individual members of the

Organisation shall not be liable for any of the debts, obligations and engagements of the

Organisation, their liability being strictly limited to any undischarged obligations as

donors or subscribers to the Organisation.

2.4. The Management Committee, Gardens Committee, Heim Committee or any other body

hereinafter referred to and the employees of the Organisation shall not have any

authority to contract on behalf of any member or to bind any member's credit and, save

to the extent of contributions necessarily and properly levied from members by the

Organisation in accordance with Regulation 9 (1) to the Act, the members shall not be

liable for the debts of the Organisation.

2.5. Such property, both corporeal and incorporeal, as may be lawfully acquired by the

Organisation, shall be held in the name of the Organisation and not by its individual

members.

2.6. The Organisation is a non-profit entity, such that it does not pursue financial gain as one

of its aims; furthermore any incidental financial gains shall be employed strictly for the

attainment of the objectives of the Organisation as outlined in this Constitution and

shall not be distributed to any of its members.

2.7. The Organisation shall be deemed to have an insurable interest in the replacement

value of all buildings and shall, for the purpose of effecting any other insurance for

which it may be responsible, be deemed to have an insurable interest in the subject

matter of such other insurance.

2.8. The Organisation shall uphold and promote the care, protection and anti-abuse

measures enacted in Chapter Five of the Older Persons Act, and shall encourage

persons engaging in a professional capacity with Older Persons residing on the Property

to comply with such measures.


3. STRUCTURE OF THE ORGANISATION

3.1. The Management Committee is responsible for the overall strategic management of the

Organisation and shall exercise oversight of the various bodies referred to herein,

subject to their statutory independence in terms of the Act and the Regulations thereto,

if applicable.

3.2. The Heim Committee is responsible for the operational affairs of the St. Johannis Heim.

3.3. The Gardens Committee represents the interests of the Resident Members and is

responsible for the well-being of the Resident Members as well as the maintenance,

upkeep and further development of the Dwelling Units and common property forming

part of St. Johannis Gardens. The Gardens Committee or a similar body to be

established will assume these functions also for the Karl Bremer Development, once

fully developed, and any further properties forming part of the Housing Development

Scheme other than the buildings and part of the Property utilised by the St. Johannis

Heim.

3.4. The Custodians of the SJRF will be responsible for the management of the Reserves.

3.5. The Management Committee may delegate such of its powers and duties as it may from

time to time determine, to either the Chair of the Management Committee, the

Manager, the Nursing Manager, the Heim Committee, the Gardens Administrator, the

Gardens Committee or a sub-committee.

3.6. For ease of reference a schematic representation of the structure of the Organisation is

set in Schedule 2 hereto.

SECTION THREE: OBJECTS, POWERS, DUTIES OF THE ORGANISATION

4. PRIMARY OBJECT OF THE ORGANISATION

The main object of the Organisation, except to the extent necessarily implied by the stated

object, is to carry on one or more public benefit activities as defined in section 30(1) of the

Income Tax Act in a non-profit manner and with an altruistic or philanthropic intent, for the

purpose of:

4.1. establishing, maintaining, conducting, administering and supervising a retirement home

based on Christian values, which offers a frail care centre and assisted living for Older

Persons;

4.2. establishing, maintaining, administering and developing a Housing Development

Scheme on its Property;

4.3. offering home based care and residential facilities for Older Persons;

4.4. insofar as may be necessary, obtaining recognition, grants, subsidies and donations for

the effective conduct of the Organisation;


in compliance with the requirements of the Act, the Regulations and other relevant regulations

or requirements of governmental and other authorities and organisations of the Republic,

including those restrictions set out in Article 7 below.

5. ANCILLARY OBJECTS OF THE ORGANISATION

Without derogating from the generality thereof, the ancillary objects of the Organisation are:

5.1. to create an environment, which is meaningful to Older Persons and takes account of

their specific spiritual, emotional, social and physical needs;

5.2. to facilitate interaction between the Resident Members, Occupants and Tenants and

members of the German-speaking community in the Western Cape, as well as German-

speaking and other Lutheran congregations of the Cape Church, other congregations of

the Catholic Church, other organisations affiliated to the Organisation and consular

representations;

5.3. to introduce best practices in the care of Older Persons and apply a multidisciplinary

and comprehensive approach when rendering services to such persons;

5.4. to do all such other things and apply the powers granted in terms of this Constitution as

may be deemed incidental or conducive to the attainment of the above objects.

6. POWERS OF THE ORGANISATION

The Organisation shall have the following powers, which shall be subject to any restriction

imposed or direction given within the enabling parameters of the Act, for example when these

are to be exercised by the Gardens Committee in terms of the Regulations, or this Constitution

and otherwise in accordance with applicable laws:

6.1. to establish for administrative expenses a levy fund sufficient in the opinion of the

Organisation for the repair, upkeep, control, management and administration of the

Housing Development Scheme, accommodation, land, common property, and the

building or buildings relating thereto, including a reasonable provision for future

maintenance and repairs, for the payment of rates and taxes, for the supply of electric

current, gas, water, fuel and sanitary and other services to the building and land and

any premiums of insurance, and for the discharge of any obligations of the

Organisation;

6.2. to require from the Resident Members whenever necessary, to pay into the levy fund

such amount as maybe necessarily for the purposes of satisfying any claims against the

Organisation in respect of the Housing Development Scheme;

6.3. to determine from time to time the amounts to be raised from the Resident Members

and/or any external sources for the purposes of Article 6.2 above;


6.4. to raise the amounts so determined by requiring the Resident Members to pay the levy

in terms of Regulation 14 to the Act;

6.5. to open and operate a current account and a savings account with a banking institution

or a building society;

6.6. to appoint employees as it may deem fit, and to decide upon the appointment, annually

or otherwise, of a Managing Agent for St. Johannis Gardens known as the Gardens

Administrator;

6.7. to sell, dispose of or alienate and to purchase, hire or otherwise acquire movable and

immovable property for purposes of the operation of the Housing Development

Scheme as well as the St. Johannis Heim;

6.8. to expand the facilities and services to be provided to Resident Members, Occupants

and Tenants;

6.9. to borrow money required by the Organisation in the performance of its duties or the

exercise of its powers;

6.10. to secure the repayment of money borrowed by any manner permitted in law, including

the cession of any unpaid levies whether due and payable or not, or by suretyship or by

encumbering any property vested in the Organisation;

6.11. to invest any money from the levy fund referred to in Article 6.1 and from any other

sources on such terms and in such financial instruments as the Organisation deems

appropriate;

6.12. to enter into an agreement with the local authority or any person or body for the supply

to any building and the land of electric current, gas, water, fuel and sanitary and other

services;

6.13. to enter into an agreement with any Resident Member, Occupant or Tenant for the

provision of amenities or services required at the accommodation relating to such

member’s Housing Interest or the member or occupier thereof or such Tenant’s

accommodation or the Tenant;

6.14. to make rules for the conduct of members, Occupants, Tenants and all other persons

residing or working at and entering the Property, which rules shall not be in conflict

with the Act or the Regulations, shall be reasonable and shall apply equally to all

members, Occupants, Tenants and other persons residing on the Property, where

applicable, in respect of accommodation put to substantially the same use;

6.15. to do all things reasonably necessary for the enforcement of the rules referred to in

Article 6.14 and the control, management and administration of the common property;

6.16. to establish a committee known as the Management Committee dealing with general

business and management affairs of the Organisation as further specified in Article 16

and the Heim Committee dealing with the matters set out in Article 23;


6.17. to prohibit the transfer or any alienation of any Housing Interest unless any levy or

other money due to the Organisation in respect of the Housing Interest concerned has

been paid or provision has been made to the satisfaction of the said Organisation for

the payment thereof;

6.18. to pass resolutions to determine the amounts from time to time due and payable by the

Tenants in the form of rental and/or Founder Members or Resident Members in the

form of contributions levied by the Organisation;

6.19. to recover by action in any court including at any Magistrate's Court of competent

jurisdiction, any contributions levied by the Organisation in terms of this Article 6 from

persons who are Resident Members, Tenants, Founder Members or otherwise resident

on the Property at the time of or subsequently to the passing of the relevant resolutions

determining the amounts of the contributions;

6.20. to exercise the right to assign or cede to the Gardens Administrator, Management

Committee and the Gardens Committee any of the rights and duties of the Organisation

in terms of the Regulations;

6.21. to hold annual general and special meetings of members, and to determine the matters

relating to meetings of members and proceedings at such meetings.

7. RESTRICTIONS ON THE POWERS AND OBJECTS OF THE ORGANISATION

The Organisation does not have the power(s) to:

7.1. distribute in specie or in kind any of its assets among its members, whether Resident

Members or Founder Members;

7.2. lend money to any person, company or other juristic entity other than one having the

same objects as the Organisation;

7.3. save as set out in Article 6.11, form and have an interest in any other organisation, or

company or companies or other juristic entity other than those having the same objects

as the Organisation and provided such company or companies or other juristic entity are

also exempt from the payment of income tax in terms of section 10(1)(cA)(I) and/or

section 10(1)(f) of the Income Tax Act, for the purpose of acquiring the undertaking or

all or any of the assets or liabilities of such organisation or company or other juristic

entity, or for any other purpose which may seem, directly or indirectly, calculated to

benefit the Organisation, and to transfer to any such organisation or company or

companies or other juristic entity the undertaking or all or any of the assets or liabilities

of the Organisation;

7.4. dispose of any part of its assets, undertaking or business to a profit company, other than

for fair value, except to the extent that such disposition of an asset occurs in the

ordinary course of the activities of the Organisation;

7.5. convert to a profit company or amalgamate or merge with a profit company;


7.6. directly or indirectly pay a portion of its income or transfer any of its assets, regardless

of how the income or asset was derived, to any person who is or was a Resident

Member or Founder Member of the Organisation, or who is a Resident Member or

Founder Member or employee of the Organisation, except:

7.6.1. as reasonable remuneration for goods delivered or services rendered to, or at

the direction of, the Organisation; or

7.6.2. as reasonable payment of, or reimbursement for, expenses incurred to advance

a stated object of the Organisation; or

7.6.3. as a payment of an amount due and payable by the Organisation in terms of a

bona fide agreement between the Organisation and that person or another; or

7.6.4. as a payment in respect of any rights of that person, to the extent that such

rights are administered by the Organisation in order to advance a stated object

of the Organisation; or

7.6.5. in respect of any legal obligation binding on the Organisation;

7.7. apply all of its assets and income, however derived, other than to advance its stated

objects, as set out in this Constitution.

The Organisation will furthermore ensure that:

7.8. No activity will directly or indirectly promote the economic self- interest of any fiduciary

or employee of the Organisation otherwise than by way of reasonable remuneration in

terms of Article 7.6.

7.9. Each such activity carried on by the Organisation is for the benefit of, or is widely

accessible to, the general public at large, including any sector thereof (other than small

and exclusive groups).

7.10. No funds will be distributed directly or indirectly to any person other than in the

course of undertaking any public benefit activity.

7.11. The funds of the Organisation will be used solely for the objects for which it was

established.

7.12. No donation will be accepted which is revocable at the instance of the donor for

reasons other than a material failure to conform to the designated purposes and

conditions of such donation, including any misrepresentation with regard to the tax

deductibility thereof in terms of section 18A of the Income Tax Act: Provided that a

donor (other than a donor which is an approved public benefit organisation or an

institution, board or body which is exempt from tax in terms of section 10(1)(cA)(i)

of the Income Tax Act, which has as its sole or principal object the carrying on of any

public benefit activity) may not impose any conditions which could enable such

donor or any connected person in relation to such donor to derive some direct or

indirect benefit from the application of such donation.


7.13. No remuneration will be paid to any employee, office bearer, member or other

person which is excessive, having regard to what is generally considered reasonable

in the sector and in relation to the service rendered and has not and will not

economically benefit any person in a manner which is not consistent with its

objects.

7.14. The income and assets of the Organisation, regardless of how it was derived shall be

applied solely towards advancing its stated objects, 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 Organisation; provided that

nothing herein contained shall prevent the payment in good faith of reasonable

remuneration to any officer or servant of the Organisation or to any member

thereof in return for any services actually rendered to the Organisation.

7.15. The Organisation has not and will not use its resources directly or indirectly to support,

advance or oppose any political party.

8. DUTIES OF THE ORGANISATION

The Organisation shall have the following duties, to be exercised by the Management

Committee, where applicable:

8.1. to be responsible for the enforcement of the rules adopted by it and as contemplated in

Article 6.14, and for the control and the administration and management of the Housing

Development Scheme known as St. Johannis Gardens, the accommodation, the land,

the common property, facilities and services for the benefit of all members of the

Organisation;

8.2. to insure the building or buildings relating to the Housing Development Scheme, as well

as the St. Johannis Heim, and to keep same insured for its replacement value against

fire;

8.3. to insure against such other risks as the members may by special resolution determine;

8.4. to maintain the common property and all accommodation and to keep it in a state of

good and serviceable repair;

8.5. to comply with any notice or order by any competent authority requiring any repairs to

or work in respect of the relevant land or buildings;

8.6. to ensure compliance with any laws relating to the common property or to any

improvement on land comprised of the common property;

8.7. to control, manage and administer the common property for the benefit of all

members;


8.8. to keep in a state of good and serviceable repair and properly maintain the plant,

machinery, fixtures and fittings, including elevators, used in connection with the

common property;

8.9. subject to the rights of the local authority, to maintain and repair, including renewal

where reasonably necessary, pipes, wires, cables and ducts existing on the land and

capable of being used in connection with the enjoyment of more than one

accommodation or of the common property;

8.10. on the written request of any member, in respect of a Housing Interest, to produce to

such member, or any person authorised in writing by such member, the policy or

policies of insurance effected by the Organisation and the receipt or receipts for the last

premium or premiums in respect thereof;

8.11. on the application of a member or any person authorised by such member, certify in

writing:

8.11.1. the amount determined as the contribution of that member;

8.11.2. the manner in which such contribution is payable;

8.11.3. the extent to which such contribution has been paid by that member; and

8.11.4. the amount of any rate paid by the Organisation and not recovered by it;

8.12. to keep a register of members in such manner as the Organisation may determine;

8.13. for each financial year of the Organisation, to prepare, or cause to be prepared, a

detailed budget of expected income and expenditure of the Organisation, in connection

with the proper control and operation of the Housing Development Scheme and the St.

Johannis Heim, for the following year, including a reasonable provision for future

maintenance and repairs, and to have such budget approved at an AGM; and

8.14. in compliance with Regulation 16 of the regulations to the Older Persons Act, to keep

the prescribed comprehensive record of each older or frail person cared for by the

Organisation for remuneration, and to submit such record annually to the Director-

General of the Department of Social Development.

SECTION FOUR: FUNCTIONING OF THE ORGANISATION

9. MEMBERSHIP OF THE ORGANISATION

9.1. The membership of the Organisation comprises of:

9.1.1. the Founder Members;

9.1.2. the Resident Members.


9.2. A Resident Member becomes a member, in the case of a life right holder, on the date of

occupation contained in the life right agreement, provided that the purchase price has

been received in full, and, in the case of a sectional title owner, on the date of

registration of transfer of the relevant Dwelling Unit in the Resident Member’s name.

9.3. The Founder Members and Resident Members who are non-natural persons shall by a

written notice to the Organisation appoint their respective representative, who will

exercise the voting rights in the Management Committee and/or in the meetings, as

well as all other rights affiliated to the membership for such time until the Organisation

receives written notice of a change in such appointment.

9.4. Where a person is a Resident Member, such person's membership of the Organisation is

terminated automatically upon cessation of such member’s life right or sectional title

ownership, as the case may be.

10. MEMBER'S REGISTER

10.1. The Organisation must establish and maintain or cause to be established and

maintained a member’s register.

10.2. For this purpose, any person who is entitled to have his name entered into the

member’s register of the Organisation shall provide to the Organisation all the

information the Organisation may require from time to time for purposes of

establishing and maintaining the member’s register, including the name, business

address, residential address, postal address, telephone numbers and available e-mail

address of such member or representative.

11. ANNUAL GENERAL MEETINGS OF THE ORGANISATION

11.1. An AGM shall be held once every year within 6 (six) months of the end of the financial

year at a time and place determined by the Management Committee in consultation

with the Manager, provided that not more than 15 (fifteen) months shall elapse

between the date of one AGM and that of the next.

11.2. 21 (twenty one) days’ notice is required to be given of the date, time and place of the

meeting, as well as in the case of special business to be considered at such meeting the

general nature of such business, which notice shall be given to all members, the

Organisation and the Gardens Administrator, provided further that the meeting shall

take place within the magisterial district where the Housing Development Scheme is

situated.

11.3. The budget and the audited financial statements for each financial year shall be made

available for inspection by all members and the Occupants at least 14 (fourteen) days

prior to the date of the AGM at the office of the Organisation.


11.4. Written notice of the AGM, including an agenda of the meeting must also be given to

the Occupants at least 7 (seven) days before the meeting by notice on the St. Johannis

notice board.

11.5. If the Chair of the Management Committee is not able to attend an AGM, then the chair

for the meeting shall be the Deputy Chair of the Management Committee. If the Deputy

Chair is absent, the meeting shall appoint a chair by a show of hands.

11.6. The business of an AGM is to:

11.6.1. consider and adopt the audited annual financial statements of the

Organisation;

11.6.2. consider reports from the Chair of the Management Committee, the Manager,

the Nursing Manager and the Gardens Administrator, as well as from Sub-

committees of the Management Committee;

11.6.3. receive reports on (a) the audited financial statements of the Organisation,

and (b) the activities of the SJRF;

11.6.4. approve the appointment of external auditors;

11.6.5. vote for the election of the members of the Management Committee as set

out in Article 17.1.2;

11.6.6. discuss and vote on any special business of which due notice has been given;

11.6.7. elect the Gardens Administrator for a year at a time;

11.6.8. determine the domicilium citandi et executandi of the Organisation.

11.7. The quorum at an AGM is twenty members present in person or by proxy, of which at

least 3 (three) persons must appear in person. Members of the Management

Committee who are neither Resident Members nor representatives of the Founder

Members may attend the annual general and special meetings of the Organisation but

shall not be entitled to vote on any matter. Should no quorum be present within 30

(thirty) minutes of the appointed time for the meeting, the meeting shall be held on the

same day, time and place of the following week and if that day falls on a public holiday

then to the next business day thereafter.

12. GENERAL MEETINGS OF THE ORGANISATION

12.1. General meetings shall be called special meetings and shall be convened by the Chair of

the Management Committee for any business of the Organisation not dealt with at the

AGM, including:

12.1.1. where the Management Committee wishes to consult with, report back to or

otherwise engage with Occupants, Resident Members or Tenants on a formal

basis on any matter;


12.1.2. where a written request for a meeting has been submitted and signed by at

least 20 (twenty) Occupants, Resident Members or Tenants.

12.2. Notice of the date, time, place and business of any special meeting must be given at

least 14 (fourteen) days in advance of the meeting and otherwise as set out in Article

11.3.

12.3. If the Chair of the Management Committee is not able to attend to a special meeting,

then the chair for the meeting shall be the Deputy Chair of the Management

Committee. If the Deputy Chair is absent, the meeting shall appoint a chair by a show of

hands.

13. RECALL OF DELEGATED AUTHORITY OR ELECTED OFFICE BEARER

13.1. The Organisation may, at an annual or special meeting called for this purpose, recall or

rescind any authority which it has delegated to either the Management Committee, the

Heim Committee or any other person, the Gardens Administrator, the Gardens

Committee or any sub-committee.

13.2. The Organisation may, at a special meeting called for this purpose, recall or remove

from office any of the members of the Management Committee appointed in terms of

Article 17.1.2 or recommend to the Founder Members to replace their representative

appointed in terms of Article 17.1.1.

13.3. The quorum of a special meeting called for the purpose set out in this Article 13 is the

number of members referred to in Article 11.7.

14. VOTING AND APPOINTMENT OF PROXIES

14.1. Only Resident Members and the representatives of the Founder Members are entitled

to vote at an AGM or a special meeting. Voting may be in person or by proxy. Each

representative of the Founder Members has one vote and each Resident Member has

one vote per Housing Interest held. Occupants and Tenants are not members of the

Organisation and have no voting rights unless given a proxy in terms of Article 14.5.

Should any person be in arrears with any levies by more than 30 (thirty) days at the

time when the notices for the meetings are sent to the members, such person shall not

be entitled to vote at the relevant meeting.

14.2. An ordinary resolution requires the favourable vote of 50% (fifty percent) plus one of

the votes held by members holding voting rights in respect of that resolution.

14.3. A special resolution requires the favourable vote of at least 75% (seventy-five percent)

of the votes exercisable in respect of that resolution by the members present at the

meeting of members, except as provided for in Article 30.


14.4. At all meetings of the Organisation, matters, other than those set out in Schedule 1

hereto, where a special resolution is required which must in addition also be supported

by all of the Founder Members, shall be determined by a simple majority vote of

members present in person or by proxy. A member shall, on a show of hands or a poll,

have one vote only in respect of a Founder Member and in the case of a Resident

Member one vote for each Housing Interest alienated to such member.

14.5. A member who wishes to appoint a proxy to vote on her/his behalf must complete the

prescribed form approved by the Management Committee and deposit it with the

Manager at least 48 (forty-eight) hours before the time set for the meeting. The person

nominated as a proxy voter must be a Resident Member, Occupant or Tenant, failing

them the chair of the meeting.

14.6. Save as is otherwise provided herein, any resolution, matters or question arising at or

submitted to an annual general or special meeting for decision, including the election of

members of the Management Committee, shall be decided by majority vote of those

present in person or by proxy and entitled to vote and in the first instance by a show of

hands (i.e. voting by way of a head count). The chair of any such meeting shall have a

deliberative as well as a casting vote, provided however, that a poll may be demanded

by not less than 5 (five) persons present at the meeting and having the right to vote as

member or proxy on that matter or one or more persons who together as member or

proxy are entitled to exercise at least 10% (ten percent) of the voting rights entitled to

be voted on the matter. Should any poll be demanded as aforesaid, it shall be taken

by secret ballot and otherwise in such manner and at such time as the chair of the

meeting may direct

14.7. Two scrutinisers appointed by the Meeting shall count the votes cast in a secret ballot.

15. MINUTES OF MEETINGS

Draft minutes of an AGM or special meeting must be made available, within a reasonable

time, to the chair of the meeting for checking for accuracy and for any actions required. A

copy of the minutes approved by the Chair and the Management Committee must be posted

on the St. Johannis notice board no more than four weeks after the conclusion of the meeting.

SECTION FIVE: THE MANAGEMENT COMMITTEE

16. FUNCTIONS AND DUTIES OF THE MANAGEMENT COMMITTEE

16.1. All executive power is vested with the Management Committee in all affairs related to

the running of the Organisation.

16.2. The functions and duties of the Management Committee are to:

16.2.1. prepare and submit the annual financial statements to the AGM for approval;


16.2.2. prepare and submit the annual operational budget to the AGM for approval;

16.2.3. manage and control the annual operational budget as approved;

16.2.4. insure the buildings of the Organisation;

16.2.5. engage with staff of the Organisation (in the sense outlined in Article 20.3) on

matters concerned with the day to day operations of the Organisation;

16.2.6. make, rules of conduct or occupancy which set out conditions with which all

Resident Members, Occupants and Tenants must comply;

16.2.7. establish appropriate complaint procedures for Occupants, Tenants and

members of the Organisation, as well as for its staff;

16.2.8. submit, during each financial year, at least one report to a special or annual

general meeting of members on the exercise of its duties.

17. MEMBERSHIP OF THE MANAGEMENT COMMITTEE

17.1. The Management Committee consists of the following members:

17.1.1. 4 (four) members appointed by the Founder Members;

17.1.2. up to 5 (five) members elected by the members at an AGM, of whom 2 (two)

should be ideally Resident Members;

17.1.3. the Gardens Administrator.

17.2. The Manager and the Nursing Manager are Observers at the committee meetings.

17.3. The Management Committee may co-opt a suitably qualified person to fill a vacancy

that has occurred before a term of office has been completed by a member of the

Management Committee or if the maximum number of members of the Management

Committee has not been reached following the AGM. Notice of such co-option shall be

posted on the St. Johannis notice board.

17.4. The person so co-opted shall have the right to vote on any matter specific to her/his co-

option.

18. ELECTIONS TO MANAGEMENT COMMITTEE

18.1. Each of the Founder Members is entitled to appoint 1 (one) member of the

Management Committee and where possible the outgoing Management Committee

will make recommendations to the Founder Members of suitable persons in this regard.


18.2. Up to 5 (five) members of the Management Committee are elected by the Resident

Members in the AGM for 2 (two) year terms of office. They are eligible for re-election

for a further two-year term at a time.

18.3. The nomination and election procedures for members of the Management Committee

are as follows:

18.3.1. When the terms of office of the elected members are due to end, the Chair of

the Management Committee shall issue a notice to members of the

Organisation and such other persons or entities which the Management

Committee deems may have an interest in such election that elections will be

held at the forthcoming AGM. This notice must specify what elections will

take place and must be delivered to the members at least 21 (twenty-one)

days before the scheduled date of the AGM. This notice must indicate further

(a) that nominations will close 7 (seven) days before the AGM, and (b) that

each nomination must be signed by a proposer, who must be a member, and

(c) that each nomination must be signed by the candidate indicating that

he/she has accepted the nomination.

18.3.2. The list of nominations shall be posted on the St. Johannis notice board at

least 3 (three) days before the scheduled date of the AGM.

18.3.3. Elections shall be held in terms of Article 14.6.

18.3.4. If the position of Chair of the Management Committee or Deputy Chair of the

Management Committee should fall vacant before a term of office is due to

end, then the Management Committee shall appoint one of its members to

this position.

18.3.5. If a position of an elected member of the Management Committee should fall

vacant before a term of office is due to end, then the Management Committee

shall co-opt a member of the Organisation or other suitably qualified person

to the position, following the provisions of Article 17.3.

19. CHAIR OF THE MANAGEMENT COMMITTEE

19.1. At the first meeting of the Management Committee following the AGM, which meeting

is to be held within 2 (two) months of such AGM, the Chair of the Management

Committee is elected by the Management Committee for a two-year term of office. The

Chair of the Management Committee is eligible for re-election for further two (2) year

terms at a time.

19.2. At the aforesaid meeting referred to in Article 19.1, the Management Committee shall

choose the Deputy Chair of the Management Committee, the Treasurer and the Minute

Keeper


19.3. The Manager and the Nursing Manager of the Organisation report directly to the Chair

of the Management Committee. Similarly the Chair of the Gardens Committee and the

Gardens Administrator shall report to the Chair of the Management Committee as and

when required in respect of all matters affecting the Management Committee and the

Organisation as a whole.

19.4. The functions and duties of the Chair of the Management Committee are to:

19.4.1. chair the AGM and other special meetings of the Organisation;

19.4.2. chair meetings of the Management Committee;

19.4.3. exercise oversight of the Manager and, if applicable the Nursing Manager, in

relation to her/his terms of employment and job description or delegate such

function to a suitable sub-committee;

19.4.4. submit, during each year of office, a report to the Organisation’s AGM and the

Founder Members on the exercise of her/his duties and responsibilities.

20. MANAGEMENT COMMITTEE PORTFOLIOS AND SUB-COMMITTEES

20.1. The Management Committee shall assign specific portfolios to its members to assist

with the delivery of the functions and duties listed in Article 16.2. The members

assigned to portfolios shall be able to form sub-committees and involve further persons

in such sub-committees, either from members of the Management Committee or from

other persons whether or not they are members of the Organisation and provided they

have been approved by the Management Committee.

20.2. The periods of office of members of the sub-committees shall be determined by the

terms of reference of the sub-committee, or at the time of their appointment either by

the Management Committee or the Chair of the Management Committee.

20.3. The allocation of portfolios and the appointment of sub-committees does not imply that

members of the Management Committee have become responsible for the day to day

activities covered by the portfolios or sub-committees, or that the Organisation’s staff

members report to them. The Organisation’s staff members report and are responsible

to the Manager and where applicable to the Nursing Manager. The Organisation’s staff

members should, when necessary and after prior notification of the Manager, consult

the portfolio holders and sub-committees.

20.4. The Management Committee may change its portfolios and sub-committees from time

to time as it deems fit.

20.5. The terms of reference of all sub-committees and other portfolio holders of the

Management Committee shall be updated whenever necessary, and shall be published

in an appropriate form which shall be communicated to the members in an appropriate

form.


21. MEETINGS OF THE MANAGEMENT COMMITTEE

21.1. The Management Committee shall hold such regular meeting at it may deem

reasonable from time to time, provided that it shall meet at least once each term.

Notice of the date, time, place and business of any regular meeting must be given to

members of the Management Committee at least 7 (seven) days in advance of the

meeting.

21.2. A special meeting of the Management Committee may be called by the Chair of the

Management Committee on any matter considered to be urgent. Notice of the date,

time, place and business of any special meeting must be given to members of the

Management Committee at least 72 (seventy-two) hours in advance of the meeting,

unless the circumstances warrant a lesser notice.

21.3. A quorum for either a regular or special meeting of the Management Committee is 50%

(fifty percent) of its voting members.

21.4. If the Chair of the Management Committee is not able to attend a regular or a special

meeting, then the committee meeting shall be chaired by the Deputy Chair of the

Management Committee. If the Deputy Chair is absent, the Management Committee

meeting shall appoint a chair by a show of hands.

21.5. Voting on all other issues at either a regular or special meeting of the Management

Committee shall be by show of hands, except when the chair of such meeting rules that

voting must be by secret ballot. A decision of the Management Committee requires a

simple majority of its members. In the event of a split vote, the chair of the meeting

shall have a casting vote.

21.6. A resolution in writing signed by all the members of the Management Committee shall

be as valid and effective as if it had been passed at a meeting of the Management

Committee duly called and constituted.

21.7. A resolution taken by means of email correspondence where each member of the

Management Committee has received notification of the proposed resolution and

where a majority of the Management Committee members has responded via email

expressing his or her support for such resolution shall be as valid and effective as if it

had been passed at a meeting of the Management Committee duly called and

constituted, provided that Article 21.2 applies regarding the notice of the proposed

resolution.

21.8. Formal written minutes shall be kept of meetings of the Management Committee,

including resolutions taken in terms of Articles 21.6 and 21.7.

21.9. A member of the Management Committee shall cease to be a member of the

Management Committee if that person:


21.9.1. becomes ineligible in terms of the Companies Act No. 71 of 2008 to act as a

director for a company;

21.9.2. is removed by a special resolution passed at an annual general or special

meeting of members after having been given an opportunity to make

representations to the meeting;

21.9.3. resigns (with effect from the date stipulated in such resignation);

21.9.4. is or has been under investigation for having committed an offence involving

theft, forgery, fraud, perjury or any other offence involving an element of

dishonesty in connection with a company or conducting the business of a

company and was not exculpated from blame, a guilty finding or any other

adverse finding, during the course of that investigation; or

21.9.5. has breached any material provision of this Constitution or his or her fiduciary

duties and has failed to remedy that breach within a period of 20 (twenty)

days after having received notice from the Management Committee to do so.

SECTION SIX: ST. JOHANNIS RESERVE FUND

22. THE ST. JOHANNIS RESERVE FUND

22.1. The St. Johannis Reserve Fund (“SJRF”) shall comprise of the Reserves and shall be

managed by the Custodians who may not be members of the Management Committee

and who are appointed by the Founder Members on written notice to the Organisation.

22.2. The Custodians must not be disqualified to act as directors of companies in terms of the

Companies Act of 2008 and shall be appointed by the Founder Members for a period of

2 (two) years each unless they are removed by the Founder Members or resign within

such period. The Founder Members may remove, re-appoint or replace the Custodians

or any of them as the Founder Members consider appropriate in their sole discretion.

22.3. The duty of the Custodians is to manage the SJRF, which includes the identification of

suitable investment products, the consideration and processing of payments requests

received via the Management Committee from the Management Committee, the Heim

Committee, the Gardens Committee or other authorised members of the Organisation

and the monitoring of the use of funds requested by the Organisation for specific

purposes.

22.4. The Custodians shall prescribe such processes and terms of reference as they may

require for their meetings and the release of any funding from the Reserves to the

Organisation.

22.5. In the event of a dispute between the Custodians and the Management Committee or

any other functionary or committee of the Organisation, the relevant party who feels

aggrieved by a decision of the Custodians shall approach the Founder Members to


determine the dispute in such manner on following such procedure as the Founder

Members in their sole discretion deem fit.

22.6. The Custodians shall take decisions during their meetings on majority vote and shall

otherwise determine the format of and proceedings at such meetings as they deem fit.

The meetings can be conducted by electronic means and in such places as the

Custodians agree amongst each other, provided that written minutes of the decisions

taken are kept, to be furnished to the Management Committee after each such

meeting.

22.7. Any vacancy arising shall be filled by the Founder Members as soon as is reasonably

possible and for such time as the vacancy exists the remaining Custodians shall be

entitled to act, provided that the SJRF shall at no stage have less than 2 (two)

Custodians.

22.8. The Custodians shall report to the AGM and to the Management Committee at least bi-

annually when requested by the Management Committee.

SECTION SEVEN: THE HEIM COMMITTEE

23. FUNCTIONS AND DUTIES OF THE HEIM COMMITTEE

The functions and duties of the Heim Committee are to:

23.1. ensure that the St. Johannis Heim is run in accordance with the aims and objects

contained in this Constitution and the requirements and stipulations of the laws of the

Republic.

23.2. keep proper minutes of all meetings and proper books of account, available for

inspection by the Management Committee.

23.3. analyse the St. Johannis Heim’s short-term financial performance and make

recommendations to the treasurer on the draft annual budget and advising on capital

expenditure needs.

23.4. make recommendations to the Management Committee regarding the employment

and management of staff.

23.5. devise and implement performance appraisal systems for staff.

23.6. recommend to the Management Committee the fees and charges payable by the

Tenants of the St. Johannis Heim.

23.7. devise marketing plans and publicise and advertise the St. Johannis Heim in

consultation with the Management Committee.

23.8. devise measures to contain costs for the St. Johannis Heim.


23.9. report to the Management Committee on issues pertaining to the services rendered by

the St. Johannis Heim and issues affecting capacity for and quality of the services.

23.10. make recommendations to the Management Committee on issues of security and

building requirements, conduct rules, fines and penalties and insurance requirements.

23.11. constitute sub-committees and co-opt further members for such committees where

necessary.

23.12. subject to express direction from the Management Committee, approve requests from

the Manager and/or Nursing Manager for unbudgeted expenses or expenses exceeding

the financial threshold set by the Management Committee from time to time.

23.13. enter into any other type of contract for the purposes of fulfilling its functions with the

prior sanction of the Management Committee.

24. MEMBERSHIP OF THE HEIM COMMITTEE

24.1. The Heim Committee consists of the following members:

24.1.1. The Manager;

24.1.2. The Nursing Manager

24.1.3. 1 (one) member nominated by the Management Committee;

24.1.4. 1 (one) member nominated by the Gardens Committee;

24.1.5. Up to 2 (two) persons appointed by the Management Committee from

nominations received from the Tenants;

24.1.6. The Maintenance Manager or such other person as may be tasked with the

Maintenance Manager’s responsibilities from time to time.

24.2. The Management Committee shall be entitled to fill any vacancy arising in the Heim

Committee from time to time with such persons it considers suitable.

25. MEETINGS OF THE HEIM COMMITTEE

25.1. The Heim Committee shall hold such regular meeting at it may deem reasonable from

time to time. Notice of the date, time, place and business of any regular meeting must

be given to members of the Management Committee at least seven days in advance of

the meeting.

25.2. The quorum for the meeting shall be three members, of which the Manager and the

Nursing Manager must be part of.


25.3. The nominated members of the Heim Committee can be removed from the Heim

Committee by the Management Committee by a simple majority resolution.

SECTION EIGHT: ST. JOHANNIS GARDENS

26. GARDENS COMMITTEE

26.1. The Gardens Committee consists of 6 (six) members, being the Gardens Administrator,

1 (one) further member nominated by the Management Committee and up to 4 (four)

members elected at an annual general meeting of the Resident Members from its

members who also reside on the Property.

26.2. The Gardens Committee shall conduct such meetings as it may deem appropriate in

terms of any rules it may enact from time to time which govern its processes and shall

consult the Resident Members on a regular basis.

26.3. The Gardens Committee shall:

26.3.1. determine the levies to be imposed on the Resident Members in terms of

Articles 6.1 to 6.4 and then to inform the Management Committee in this

regard;

26.3.2. operate a bank account for its day to day expenses and keep proper financial

records relating to its affairs;

26.3.3. receive and deal with complaints and suggestions from Resident Members and

Occupants occupying a Dwelling Unit;

26.3.4. ensure the supply of nursing and other services to Resident Members and

Occupants occupying a Dwelling Unit and to employ staff if necessary for this

purpose;

26.3.5. see to the maintenance, repair and upkeep of the common property, including

the garden area, and make recommendations to the Management Committee

in consultation with the Gardens Administrator regarding the Dwelling Units

and any building works required for same or the common property;

26.3.6. report to its members, inform them about their rights as life right holders and

represent their interests to the Management Committee and the Organisation

as a whole.

26.3.7. compile a budget for the needs of St. Johannis Gardens, to be incorporated

into the budget of the Organisation.

27. GARDENS ADMINISTRATOR

27.1. The Gardens Administrator shall:


27.1.1. be responsible for marketing, renting and selling of the Housing Interests;

27.1.2. ensure that the proceeds from the sale of life rights or sectional titles are paid

to the Organisation and that the net proceeds after deducting the expenses

associated with the sale, including but not limited to reimbursements to the

Resident Member, refurbishment costs, estate agent commission, if

applicable, are thereafter transferred into the SJRF;

27.1.3. be a member of the Gardens Committee but not have any voting rights

thereon;

27.1.4. perform all such other functions as are to be performed by the Managing

Agent;

27.1.5. not be entitled to remuneration unless a written management agreement is

concluded to this effect with the Management Committee.

27.2. Where no Gardens Administrator can be appointed, then the General Meeting of

Members shall be entitled to authorise the Management Committee to appoint a

professional person as Managing Agent and to enter into a management agreement

with such person or entity as referred to in the Act and/or the Regulations.

SECTION NINE: EXECUTIVE PERSONNEL

28. THE EXECUTIVE PERSONNEL

The Management Committee shall appoint the Manager and the Nursing Manager, to the

extent that such a person is deemed necessary by the Management Committee or required

by law, as well as such other executive personnel as it may deem necessary to conduct the

day to day operational management activities (performed by the Manager) and to supervise

the nursing staff and manage the quality of the services rendered to Occupants and Tenants

as well as Resident Members receiving home-based care (performed by the Nursing

Manager).

SECTION TEN: AMENDMENT OF CONSTITUTION

29. AMENDMENTS TO CONSTITUTION

29.1. Proposals for amendments must be submitted in writing to the Chair of the

Management Committee, who shall in consultation with the Management Committee,

determine whether the proposal should be submitted to the AGM or to a special

meeting of the Organisation. Their decisions must take account the need for all

members and Occupants to be given at least 21 (twenty-one) days’ notice of the date,

time, and place of a meeting and of the business to be conducted.


29.2. The quorum for a meeting at which amendments to the constitution are considered is

50% (fifty percent) of the members of the Organisation present or represented by proxy

and a special resolution is required for such amendment to be effected, provided that

the Founder Members are part of the majority supporting the relevant special

resolution.

SECTION ELEVEN: WINDING UP OF THE ORGANISATION

30. WINDING UP OF THE ORGANISATION

In line with the provisions of the Income Tax Act, the following provisions shall govern the

winding up of the Organisation:

30.1. Upon its winding-up, deregistration or dissolution, the assets of the Organisation

remaining after the satisfaction of all its liabilities and payment of the costs of the

liquidation, if any, shall be transferred or given as follows:

30.1.1. to any similar public benefit organisation, which has been approved in terms of

section 30 of the Income Tax Act if the Organisation is registered as a public

benefit organisation, alternatively to another non-profit organisation having

similar objectives as the Organisation;

30.1.2. to any institution, board or body which is exempt from the payment of income

tax in terms of section 10(1)(cA)(i) of the Income Tax Act, which has as its sole

or principal object the carrying on of any public benefit activity; or

30.1.3. any department of state or administration in the national or provincial or local

sphere of government of the Republic of South Africa, contemplated in section

10(1)(a) or (b) of the Income Tax Act.

30.2. The Organisation may be dissolved by a special resolution passed at a Special General

Meeting called for that purpose provided that such resolution is passed by a

majority of 4/5 (four fifths) of the Members present in person or by proxy and entitled

to vote thereat and provided further that such members represent at least ¾ (three

quarters) of all Members entitled to vote, which members must include the Founder

Members. Such resolution shall be confirmed at a second Special General Meeting by

the same majority requirement to be held within 90 (ninety) days of the initial Special

General Meeting.

30.3. In the event of any such resolution being confirmed at the second Special General

Meeting aforementioned, that meeting shall arrange for payments of all the debts and

obligations of the Organisation, and thereafter bind all surplus funds and assets of the

Organisation after liquidation in accordance with Article 30.1.


SECTION TWELVE: DISPUTE RESOLUTION

31. CONFLICT BETWEEN COMMITTEES AND OTHER BODIES

31.1. In the event of a dispute arising between any of the Management Committee, the

Gardens Committee, the Heim Committee or the Gardens Administrator pertaining to

the interpretation of this Constitution, their respective rights and responsibilities and

any other matter arising out of or in connection with this Constitution or related

thereto, whether directly or indirectly, the relevant parties shall endeavour to resolve

the dispute by negotiation within 21 (twenty-one) days of such dispute arising, failing

which the relevant parties agree to submit the dispute to mediation. Each of the parties

involved shall agree on the mediator, who shall ideally be a person who is

knowledgeable about the Organisation, within 7 (seven) days of the negotiations failing

to resolve the matter, failing which the matter will proceed to arbitration as set out

below. The mediator shall endeavour to facilitate a mutually acceptable agreement

between the relevant parties and each party agrees to pay for the cost of the mediator,

if applicable, in equal shares, unless the mediator recommends otherwise once the

dispute has been resolved through mediation.

31.2. Each party agrees to continue performing its obligations under the Constitution while

any dispute is being resolved, except to the extent that the issue in dispute precludes

performance.

31.3. Should the mediation not result in a resolution of the dispute within 30 (thirty) days of

appointment of the mediator, the parties shall submit the dispute to arbitration. The

parties shall agree on an arbitrator within 7 (seven) days of the failure of the mediation.

Should the parties fail to agree on the arbitrator, the arbitrator shall be appointed by

the Chairperson of the Arbitration Foundation of Southern Africa

31.4. The arbitration shall be conducted in an informal manner and the parties will each

nominate up to 2 (two) representatives from its body to represent such party. The

arbitrator shall ensure that the dispute is resolved quickly and in a cost-effective

manner. The arbitrator shall have the power to call for all information and documents

required to arbitrate the matter.

31.5. The arbitrator’s decision will be final and binding on the parties.


IN SUBSTITUTION OF THE 2005 CONSTITUTION THE ABOVE CONSTITUTION WAS DULY ADOPTED AT

A SPECIAL MEETING OF THE ST. JOHANNIS ORGANISATION HELD ON 23 JULY 2014.

Dated at ___________________________ on this ___ Day of ___________________ 2014

As Witnesses:

1. ___________________________ ______________________________

Chair: Management Committee

2. ___________________________ ______________________________

Deputy Chair Management Committee


Schedule 1 Decisions required to be taken by Special Resolutions at an annual general or special meeting

1. Selling, alienating or otherwise disposing such land on which any Housing Interests are

situated, provided further that 75% of the Resident Members must approve of the special

resolution if such sale, disposal or alienation has the aim of extinguishing the rights of the

Resident Members in terms of Regulation 4B of the Regulations;

2. Concluding any contract outside the ordinary course of business of the Organisation other

than as approved in the annual budget of the Organisation duly adopted by the AGM,;

3. Other than as contemplated in the annual budget, any borrowings from banks or any other

third party sources, including the terms as to interest, repayments and security;

4. The furnishing by the Organisation of any security for the obligations of a third party or the

Organisation, other than as contemplated in the annual budget of the Organisation;

5. Other than as contemplated in the annual budget of the Organisation, the disposal or

acquisition of any asset of or by the Organisation with a value exceeding R 50,000.00 (fifty

thousand Rand);

6. The ratification of any action by the Organisation or its Management Committee or the

Gardens Committee that is inconsistent with any limit, restriction or qualification imposed

by this Constitution.


Schedule 2 Organogram of the Organisation

constitute

appoint appoint 4 members elects 5 members elects 4 members approves add. funding elects 1 member

ex officio member oversight

reports to Chair of MC report to Chair of MC ex officio 1 member 1 member 2 members

1 member reports to Chair of MC management body 1 member manage life rights, responsible for

leases, Dwelling Units well being of residents, own

1 member budget responsible for day to day operations

responsible for nursing staff and all nursing and care aspects

Resident Members

(a

SJRF (consists of 3 custodians)

Management Committee (MC)

Manager

Founder Members

St. Johannis Heim

General Meeting of the

Organisation

St. Johannis Gardens

Gardens Committee

Nursing Manager

Heim Committee

Gardens Administrator

Tenants at St.

Johannis Heim


Schedule 3 Index of Essential Terms

WORD/PHRASE ARTCILE

Amendment of Constitution 29

Annual General Meeting 1.19, 1.20, 6.21, 8.13, 11, 11.1, 11.3, 11.4, 11.5, 14.1, 14.6, 16.2.8, 17.1, 17.3, 18.3.1, 18.3.2, 19.1, 19.4, 19.4.4, 22.8, 26.1, 29.1, Schedule 2

Auditor 11.6.4 Budget, annual budget 8.13, 11.3, 16.2.2, 16.2.3, 23.3, 26.3.7, Schedule 1 (2, 3,

4, 5)

Chair of the Management Committee 11.5, 12.3, 18.3.4, 19, 19.3, 19.4, 21.4

Custodians 1.4, 3.4, 22.1, 22.2, 22.3, 22.4, 22.7, 22.6, 22.8,

Deputy Chair 11.5, 12.3, 18.3.4, 19.2, 21.4

Dwelling Unit 1.6, 1.13, 1.25, 1.31, 1.41, 3.3, 9.2, 26.3.5

Employees 2.4, 6.6, 26.3.4

Financial Statements 11.3, 11.6.1, 11.6.3, 16.2.1

Founder Member 1.4, 1.8, 6.18, 7.1, 7.6, 9.1.1, 9.3, 11.7, 13.2, 14.1, 14.4, 17.1.1, 18.1, 19.4.4, 22.1, 22.2, 22.5, 22.7, 29.2, 30.2

Gardens Administrator 1.9, 1.19, 3.5, 6.6, 6.20, 11.2, 11.6.2, 11.6.7, 13.1, 17.1.3, 19.3, 26.1, 26.3.5, 27

Gardens Committee 1.10, 1.10, 6, 3.5, 6.20, 13.1, 19.3, 22.3, 2.4, 3.3, 6, 24.1.4, 26, 27.1.3, Schedule 1

Heim Committee 1.11, 2.4, 3.2, 3.5, 6.16, 13.1, 22.3, 23, 24, 24.2, 25, 25.3

Housing Development Scheme 1.1, 1.9, 1.19, 1.12, 1.39, 3.3, 4.2, 6.2, 6.1, 6.7, 8.1, 8.13, 11.2

Housing Interest 1.6, 1.12, 1.13, 1.34, 1.33, 1.39, 6.13, 6.17, 8.10, 14.1, 14.4, 27.1.1, Schedule 1

Insurance, insurable interest 2.7, 8.2, 8.3

Karl Bremer Development Scheme 1.6, 1.15, 1.29, 3.3

Levies 6.1, 14.1, 26.3.1

Maintenance Manager 1.16, 24.1.6, 3.3, 6.1, 8.13, 24.1.6, 26.3.5

Management Committee 1.2, 1.9, 1.16, 1.18, 1.24, 2.4, 3.1, 6.16, 6.20, 8, 9.3, 11.1, 11.7, 12.1.1, 13.1, 14.5, 16.1, 18.1, 19, 20, 21, 22.1, 23.1, 24.1.3

Manager 1.16, 1.17, 1.23, 3.5, 11.1, 11.6.2, 14.5, 17.2, 19.3, 23.12, 24.1.1, 28

Managing Agent 1.9, 1.19, 6.6, 27.1.4, 27.2

Minutes of meetings 15

Notice 1.22, 1.30,1.37, 11.4, 11.6.6, 12.2, 18.3.2, 21.2, 21.7, 21.9.5, 29.1 8.5, 9.3, 11.2, 11.6.6, 12.2, 14.1, 15, 17.3, 18.3, 21.1, 22.1, 25.1

Nursing Manager 1.23, 3.5, 11.6.2, 17.2, 19.3, 19.4.3, 20.3, 23.12, 25.2, 28

Observer 1.24, 17.2

Occupant 1.25, 5.2, 6.8, 6.13, 6.15, 6.14, 11.3, 11.4, 12.1.1, 12.1.2, 14.1, 14.5, 16.2.6, 16.2.7, 26.3.3, 28, 29.1

Organogram Schedule 2

Property 1.20, 1.29, 2.2, 2.2.3, 2.5, 3.3, 6.1, 6.7, 6.10, 6.15, 8.1, 8.4, 8.8, 26.1, 26.3.5

Proxies, Proxy 11.7, 14, 29.2, 30.2

Quorum 11.7, 13.3, 21.3, 25.2, 29.2

Register of members 8.12, 10

Regulations 1.9, 1.19, 1.30, 2.2.4, 3.1, 4 , 6, 6.14, 6.20, 27.2,


Schedule 1 (1)

Reserves 1.33, 3.4, 22.1, 22.4

Resident Members 1.6, 1.9, 1.10, 1.31, 1.34, 1.39, 3.3, 5.2, 6.2, 6.3, 6.4, 6.8, 6.13, 6.18, 6.19, 7.1, 7.6, 9.1.2, 9.2, 9.3, 9.4, 11.7, 12.1.1, 12.1.2, 14.1, 14.4, 14.5, 16.2.6, 17.1.2, 26.1, 26.2, 26.3, 28, 27.1.2, Schedule 1 (1)

Retirement home 1.40, 4.1 Rules 1.35, 2.2.4, 6.14, 6.15, 8.1, 16.2.6, 21.5, 23.10, 26.2

Special Meeting 1.20, 6.21, 11.7, 12, 13.1, 13.2, 13.3, 14.1, 14.6, 15, 19.4.1, 21.2, 21.3, 21.4, 21.5, 21.9.2, 29.1, Schedule 1

Special Resolution 8.3, 14.3, 14.4, 21.9.2, 29.2, 30.2, Schedule 1

St. Johannis Gardens 1.6, 1.39, 3.3, 6.68, 26.3.7

St. Johannis Heim 1.11, 1.17, 1.25, 1.37, 1.40, 1.41, 3.2, 3.3, 6.7, 8.2, 8.13, 23

Sub-Committee 3.5, 11.6.2, 13.1, 19.4.3, 20, 23.11

Treasurer 19.2, 23.3

Winding Up of the Organisation 30

Documents

ST. JOHANNIS ORGANISATIONstjohannisheim.co.za/wp-content/uploads/2014/07/14_07_15-SJO-New... · was established as a universitas hominum in 1969 and was registered as a Regional Welfare