> Constitution

The Sakabula Golf Club Constitution

1 Name
The name of the club is "Sakabula Golf Club" (" the club "). The name of the club shall not be changed without the prior written permission of Sakabula Estates (Proprietary) Limited having been obtained.

2 Objects
The objects of the club shall be to promote, foster and support a social and outdoor club and, in particular, support and foster the game of golf and the traditions and spirit of amateur golf.

3 Formation of the Club
The club has been established by the directors of Sakabula Estates (Proprietary) Limited , who shall be awarded honorary life foundation membership, being Gerard de Jong, Barbara de Jong, Pravin Surjiparsad Dasarath, John Stephen Smith, Shirley Eunice Hardwick, Robert Peter Stewart Kennedy and Desmond Cedric Eatwell.

4 Powers of the Club
For the carrying out of the objects of the club, the club is empowered to do the following acts:

4.1 Subscriptions
to provide for subscriptions to be paid by the members and to determine the amount of such subscriptions from time to time, which amount shall, in respect of ordinary members, be at least R100.00 per annum, which amount shall be not less than the minimum prescribed by the Liquor Licensing Board from time to time;

4.2 Immovable property
to purchase, lease, or otherwise acquire immovable property and to dispose of such property upon such terms and conditions as the club, from time to time, may deem desirable;

to erect, construct, maintain, improve, alter, manage and control any buildings or other improvements on immovable property owned by or leased by the club.

4.3 Movable assets
to purchase, lease, or otherwise acquire movable assets for the equipping and furnishing of the club premises and golf course, and to dispose of such assets;

4.4 Finance and investment
to borrow such sum or sums of money as may be necessary for the purpose of the club and to provide security including mortgage of the immovable property;

to invest, with or without security, such funds of the club as are not immediately required for its operation;

to make call or calls upon the members as may be necessary for the proper operation of the club;

to lend money on such terms and conditions as the club may from time to time deem fit;

to establish and maintain one or more reserve funds to provide money to the club to pay any expenses incurred by the club in the exercise of its powers or the performance of its duties.

Funds available for investment may only be invested with registered financial institutions as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984, and its securities listed on a licensed stock exchange as defined in the Stock Exchange Control Act, 1985, (Act No 1 of 1985).

4.5 Accounting
To open one or more banking accounts in the name of the club and to operate on and overdraw such accounts, deposit, accept, endorse, make and execute cheques, bills of exchange, promissory notes or any other negotiable instruments necessary for the conduct of the business of the club provided that all such cheques and other negotiable instruments shall be signed by such persons as may be appointed by Sakabula Estates (Proprietary) Limited from time to time;

to appoint an accountant or auditor of the club as the need arises;

to provide for the maintenance of financial records and the keeping of proper books of account of the club.

4.6 Management

4.6.1 The club with all its financial implications, rights and obligations, shall be managed and operated for the risk and benefit of Sakabula Estates (Proprietary) Limited ;

4.6.2 Sakabula Estates (Proprietary) Limited may delegate to the golf committee or any other sub-committee, or any employee of the golf club, any function or duty required in the management of the club;

4.6.3 Sakabula Estates (Proprietary) Limited shall use its best endeavour to improve and maintain the golf course and the club facilities;

4.7 General

to affiliate to the KwaZulu-Natal Golf Union and to any other competent body or authority;

to institute or defend proceedings at law;

to accept gifts or bequests;

to enter into contracts of suretyship as surety;

to obtain and maintain in force all policies of insurance required to cover the assets of the club;

to grant members certain privileges in respect of the amenities of the club, from time to time, as Sakabula Estates (Proprietary) Limited may determine as in the best interests of the club;

4.8 Liquor licence

to apply to any Liquor Licensing Board or competent authority for the grant to the club of any licence for the sale of liquor which the club may require for the purpose of carrying on its business and to accept transfer of such licence or licences.

4.8.1 No profits or gains of the club will be distributed to any person, and the funds of the club will be utilised solely for investment or the object for which it was established;

4.8.2 The club shall not carry on any business, including, interalia, ordinary trading operations in the commercial sense, speculative transactions, dividend stripping activities, as well as the letting of property on a systematic or regular basis.

5. Management of the Club

5.1 Subject to paragraph 4.6 above and any resolution passed at a general meeting of members, the entire management and control of all affairs of the club, shall be vested in Sakabula Estates (Proprietary) Limited and any sub-committees which may have been formed in terms of this constitution.

5.2 Without prejudice to the general authority conferred herein, Sakabula Estates (Proprietary) Limited shall have the following explicit powers:

5.2.1 to make, vary and repeal regulations or rules for the carrying out of the provisions contained in this constitution for the management of the affairs of the club and the use of the premises of the club, the opening and closing hours of the club premises, subject to the provisions of the Liquor Act, or any amendments thereof, and generally for all matters connected with the club, provided that such regulations and rules or by-laws do not conflict with this constitution.

5.2.2 to appoint and/or remove a manager and delegate such powers as Sakabula Estates (Proprietary) Limited deems fit to the manager, provided that any manager so appointed shall ex officio become a member of the club;

5.2.3 to appoint and remove bankers, secretary and servants of the club, and to determine the powers, duties and salaries of the officers and servants of the club, and the securities, if any, to be taken from them respectively;

5.2.4 to direct and provide for the receipt, custody, employment, management, remittance and expenditure of the monies and funds of the club;

5.2.5 to raise or borrow such sum or sums of money as may be required for the proper upkeep of the club, or for additions or improvements to the club's premises, upon such terms, conditions and security as it may think fit;

5.2.6 to delegate to sub-committees any of the powers of Sakabula Estates (Proprietary) Limited;

5.2.7 to settle all matters in dispute which shall be submitted to Sakabula Estates (Proprietary) Limited in writing;

5.2.8 to admit prospective members to the club at Sakabula Estates (Proprietary) Limited's sole and absolute discretion, without reference to race, creed, colour, gender or religion;

5.2.9 to delegate powers of control and management to various sub-committees to be appointed in terms of this constitution to manage the specific requirements and affairs of certain sections of the club, such as golf, hiking and cycling, and any other section which may in the future be formed, such as tennis or squash;

5.2.10 to adjudicate on, and to settle disputes and/or conflicts of interest which may arise from time to time between the sub-committees which represent the various sections of the club. page three

5.3 Sakabula Estates (Proprietary) Limited may, at its discretion, determine that ordinary members be divided into sections representing the various interest groups of the club, such as golf, hiking and cycling, and any other section such as tennis or squash which may in the future be formed.

6. Membership
The club shall comprise the following classes of members, both gentlemen and ladies;

6.1 Honorary life foundation members
Honorary life foundation members, being the seven persons referred to in paragraph 3 above, and a further eighteen persons who have donated the sum of R20,000.00 to the club. Honorary life foundation members shall be entitled to life membership, free from the obligation to pay any further subscriptions.

6.2 Ordinary members
Ordinary members shall include:

6.2.1 Full golfing members , who shall include;

6.2.1.1 those who reside, carry on business and are employed within a radius of 50 kilometres from the clubhouse;

6.2.1.2 those who reside, carry on business and are employed outside a radius of 50 kilometres from the clubhouse;

6.2.2 Family members , being a husband and wife and any of their children between their 11th and 18th birthdays;

6.2.3 Honorary Life members , being those members or other persons who, through exceptional service to the club, or by reason of having brought it honour or distinction, are so selected at the discretion of Sakabula Estates (Proprietary) Limited ;

6.2.4 Life Members , who are persons who have paid a lump sum determined by Sakabula Estates (Proprietary) Limited , which entitles them to Life Membership free from obligation to pay any further subscriptions;

6.2.5 Term members , being existing ordinary members who have paid a lump sum determined by Sakabula Estates (Proprietary) Limited , which entitles them to term membership for such period as may be determined by Sakabula Estates (Proprietary) Limited and on such conditions as may be approved by members in General Meeting, free from the obligation to pay any further annual subscriptions;

6.3 Junior members
Junior members are those members between their 11th and 18th birthdays who have been admitted with the support of a parent or guardian.

6.4 Senior members
Senior members are those members who are 60 years or older.

7. Procedure for the election of members

7.1 A candidate shall complete a membership application form and shall be proposed and seconded by existing members of the club.

7.2 The application form together with the first year's subscription fee shall be submitted to the management of the club who will ensure that the form is signed by a proposer and a seconder. The application shall then be submitted to Sakabula Estates (Proprietary) Limited, or to any sub-committee that it may direct.

7.3 A copy of the Constitution of the golf club shall be available in the club house office for all members to peruse. Members who wish to have a copy of the Constitution may request it from the management of the club.

8. Voting rights of members

8.1 For the purpose of voting, members from all classes referred to in paragraph 6 above, with the exception of junior members, shall be entitled to vote at all Annual or Special General Meetings of the club, and each member shall be entitled to one vote.

8.2 Voting shall be by show of hands but shall be by ballot taken immediately if desired by more than two voting members present.

8.3 When any ballot is necessary two scrutineers shall be appointed by the chairman, and failing him the vice-chairman, as the case may be, from amongst the voting members present.

8.4 No member shall be entitled to vote by way of proxy.

8.5 Any member in arrear with any payment due to the club shall be disqualified from voting and shall not be eligible to hold office at the club during the time such payment is in arrear.

8.6 Any resolution tabled at an Annual General Meeting or a Special General Meeting shall, unless stipulated in this Constitution otherwise, be passed by a simple majority vote.

8.7 Abstentions at any Annual General Meeting or Special General Meeting shall not, for the purposes of a quorum, be counted as a vote.

8.8 For the purposes of electing sub-committees to represent various sections of the club only those ordinary members duly determined as members of that particular section shall vote for the sub-committee to represent that section of the club.

9. Subscriptions and levies

9.1 Subscriptions and levies shall be paid in accordance with the scale set by Sakabula Estates (Proprietary) Limited from time to time.

9.2 Annual subscriptions shall be paid in full on or before 1 July of each year or monthly in twelve equal payments including a fifteen percent per annum premium payable only by debit order, commencing on 1 July in each year and on the 1st day of each month thereafter.

9.3 Sakabula Estates (Proprietary) Limited is empowered to increase entrance fees and subscriptions annually at its discretion without sanction of the members.

9.4 In addition, members are required to pay Value Added Tax on all entrance fees and subscriptions.

9.5 Levies may be imposed only by members in General Meeting.

9.6 Honorary life foundation members shall be exempt from payment of subscriptions and levies.

10. Remission of subscriptions
New members shall be assessed for their first year subscriptions pro rata on the number of months remaining in the club's financial year, the month of approval to count in full.

11. Date of payment of annual subscriptions
Save in the case of new members, the annual subscription shall be due and payable on 1 July each year unless prior to 30 June of each year, a member signs a debit order in favour of the club to pay the annual subscription in twelve equal installments including a fifteen percent per annum premium, and advises the secretary accordingly. The subscription of new members shall be due and payable on the date of election, which subscription shall be calculated on a pro rata basis for the months outstanding in that year and may, on election be payable in equal monthly installments including a fifteen percent per annum premium.

12. Resignation of members

12.1 Members failing to give written notice to the secretary prior to 1 June of each year of their intention to resign, shall be liable for the following year's subscription. Sakabula Estates (Proprietary) Limited may accept late resignations in exceptional circumstances.

12.2 Any resignation of a member received during a particular year shall be effective from 30 June following the date of resignation.

12.3 In the event of a levy being imposed on members to cover a shortfall in the operating costs of the club, such levy shall, notwithstanding any resignation of members, be applicable to all members who were members during the year in which the shortfall occurred.

13. Appointment of Sub-Committees

13.1 Nominations for the members of any sub-committee shall be signed by two members of the appropriate section of the club, and shall be endorsed and signed by the nominee, none of whom shall be in arrears with any payment due to the club. The nomination shall be handed to the golf captain, in respect of the golf section, and to the chairman of any other section which may have been formed, not less than seven days before the Annual General Meeting.

13.2 If the number of nominations is the same as the number of vacancies then all such nominees shall be duly elected members of the sub-committee. If the number of nominations exceeds the number of vacancies, a ballot shall be taken. If the nominations are less than the number of vacancies, then such nominated persons shall be members of the sub-committee and Sakabula Estates (Proprietary) Limited may appoint the balance of the sub-committee, or delegate such right to the elected members of the sub-committee.

13.3 The sub-committee so elected shall elect, in the case of the golf sub-committee, its own captain and vice-captain, and in respect of any other sub-committee a chairman and vice-chairman.

13.4 A sub-committee shall consist of at least three members but not more than five members.

14. Quorum of Sub-Committees
Three members present shall form a quorum at any meeting of a sub-committee. The golf captain, or in his absence the elected chairman in respect of the golf sub-committee, and the chairman in respect of any other sub-committee, shall have a second or casting vote. Each resolution put to the sub-committee shall be decided on a majority vote by show of hands.

15. Powers of the Sub-Committees
Any sub-committee shall have the authority to perform any act, matter or thing, which pertains to the affairs and management of the section of the club that it represents.

16. Meetings of Sub-Committees

16.1 The sub-committees shall meet at least once every quarter.

16.2 Proper minutes of all meetings shall be kept by the sub-committees, and these minutes shall be made available to members of the section of the club that the particular sub-committee represents. A copy of the minutes must be presented to Sakabula Estates (Proprietary) Limited within fourteen days of such meeting having been held.

16.3 At least seven days clear notice shall be given of all meetings of the sub-committees unless all members of the sub-committee concerned agree to accept short notice, provided that in the case of an emergency it will not be necessary to give notice referred to above. Notice shall be in writing and delivered to each member of a sub-committee by hand, by telefax, or by prepaid registered post.

16.4 Any member who absents himself from three consecutive meetings without leave shall cease to be a member of the sub-committee. The sub-committee shall then be entitled to co-opt a person to replace such member, or in the event of a committee member resigning during the course of the year, the sub-committee shall be entitled to co-opt a person to replace such retiring committee member.

17. Annual General Meeting

17.1 The Annual General Meeting of the club shall be held within four calendar months from the close of each financial year. At such meeting a report and the accounts and balance sheet of the golf club shall be presented by Sakabula Estates (Proprietary) Limited ..

17.2 The chairman of Sakabula Estates (Proprietary) Limited , or a person nominated by Sakabula Estates (Proprietary) Limited shall take the chair at all General Meetings and Special General Meetings. In the absence of the chairman or person nominated by Sakabula Estates (Proprietary) Limited the members shall elect a chairman for the meeting.

18. Procedure at Annual General Meetings

The procedure at Annual General Meetings shall be as follows:

18.1 to read the notice concerning the meeting;

18.2 to confirm the minutes of the previous Annual General Meeting or any Special General Meeting;

18.3 to elect the members of the various sub-committees;

18.4 to receive and consider the annual report by Sakabula Estates (Proprietary) Limited on the affairs of the club together with the annual financial statements of the club for the financial year concerned;

18.5 to receive and consider the annual report by the various sub-committees on affairs of the sections of the club represented by the various sub-committees;

18.6 to elect any honorary life member, honorary life president or honorary life vice-president proposed by Sakabula Estates (Proprietary) Limited , if any;

18.7 To deal with any proposed resolution concerning the affairs of the club and with the dissolution and winding-up of the club, of which due notice must have been given in writing to Sakabula Estates (Proprietary) Limited at least seven days before the date of the meeting.

19. Notice of Annual General Meeting
The club management shall, not less than twenty-one days prior to the Annual General Meeting, place a Notice of the meeting together with an Agenda on a notice board in a prominent place in the clubhouse.

20. Special General Meetings

20.1 A Special General Meeting may be called by Sakabula Estates (Proprietary) Limited at any time for the following objects:

20.1.1 to consider any motions regarding the affairs of the Club;

20.1.2 to consider the dissolution and winding up of the Club.

20.2 Sakabula Estates (Proprietary) Limited shall call a Special General Meeting on receipt of a written requisition signed by at least fifteen members, which requisition must specify the object of such meeting.

20.3 The notice calling a Special General Meeting must state the object for which the meeting is called and no other business may be transacted at that meeting.

20.4 Any resolution that is not passed at a Special General Meeting, shall not be re-introduced or tabled at any subsequent Special General Meeting within one year of such resolution having been defeated.

20.5 Any decision to:

20.5.1 purchase immovable property;

20.5.2 radically alter the layout or design of the golf course

shall only be passed if tabled at a Special General Meeting, and if agreed to by more than two-thirds of those members present and voting at such Special General Meeting.

21. Quorum
The quorum at any General Meeting or Special General Meeting of members shall be ten members. If no quorum is present within fifteen minutes of the advertised time of the meeting that meeting shall stand adjourned without further notice to the same time on the

following business day. At such adjourned meeting the business shall then be proceeded with irrespective of whether a quorum is present or not and the members then present shall form a quorum.

22. Financial Year of the Club
The financial year of the club shall commence on the first day of July of each year and shall terminate on the last day of June of each year.

23. Books and Records of the Club

23.1 Sakabula Estates (Proprietary) Limited shall cause to be kept a complete set of books and records of all financial transactions of the club and shall record all financial transactions of the club.

23.2 Sakabula Estates (Proprietary) Limited shall cause to be kept a register of members of the club and shall cause proper minutes of all committee meetings and resolutions to be kept together with minutes of all General Meetings and all Special General Meetings.

24. Accounting

24.1 Sakabula Estates (Proprietary) Ltd may appoint an accountant to compile annual financial statements of the club and/or an auditor to review the annual financial statements of the club.

24.2 The accountant and/or auditor shall have access to the books and records of the club at all reasonable times and may in relation thereto consult Sakabula Estates (Proprietary) Limited and/or other officers of the club.

24.3 Within ninety days of the financial year end, the annual financial statements of the club shall be compiles and prepared for consideration at the Annual General Meeting.

25. Visitors

Members may introduce visitors to the club. Such visitors shall adhere to the rules and regulations of the club and the introducing member shall be responsible for his visitors. The number of visitors may not exceed that allowed by Sakabula Estates (Proprietary) Limited from time to time.

26. Liquor Licences

26.1 The club shall make application for a liquor licence and ensure that the club is operated in accordance with the legislation governing such liquor licence.

26.2 No profit from the sale of liquor by the club shall accrue to any individual.

27. Indemnity

Sakabula Estates (Proprietary) Limited, all sub-committees and other officers of the club, every one of them and their heirs, executors, administrators, shall be indemnified and held harmless out of the funds and property of the club, from and against all actions, costs, charges, losses and damages which they or any of them, or any of their heirs, executors or administrators shall or may incur, or sustain by or by reason of any act done, concurred in, or omitted in, or from the execution of their duty or supposed duty in their respective offices, except such, if any, as shall occur or sustain by or through their own willful neglect or default respectively and none of them shall be answerable for the acts or defaults of the others of them or for joining in receipts for the sake of conformity.

28. Alterations to the Constitution

The Constitution of the club shall not in any way be rescinded, amended, altered or added to except by the following procedure:

28.1 the proposed amendment shall be put to an Annual General Meeting or Special General Meeting and such resolution shall be deemed to be passed if assented to by not less than two-thirds of the members present and voting.

28.2 Any amendment to the Constitution shall be submitted to the Commissioner for Inland Revenue.

29. Defaulting Members

29.1 Sakabula Estates (Proprietary) Limited shall strike off the list of members any member who has not paid his subscription within three months of due date.

29.2 No person who has been struck off as a member shall be entitled to utilise the club or vote at any meeting of the club.

30. Winding-up

The club may be wound up by:

30.1 a resolution of the Club passed by not less than seventy-five percent of members present at a Special General Meeting or Annual General Meeting; and

30.2 the directors of Sakabula Estates (Proprietary) Limited agreeing to winding-up of the club.

30.3 On winding-up of the club, any remaining assets shall be given or transferred to another organisation with objects similar to those of the club, and which is itself exempt from Income Tax in terms of Section 10(1)(cB)(i)(ee).

31. Discipline

31.1 Should any member, in the reasonable opinion of Sakabula Estates (Proprietary) Limited, commit any willful breach of this Constitution or rules, regulations or by-laws of the club, or be guilty of improper, dishonest, unsportsmanlike or unseemly conduct, or of conduct which is prejudicial to the interests of the club, whether within the club's premises or outside them, Sakabula Estates (Proprietary) Limited shall have the power:

31.1.1 to expel such member; and

31.1.2 to deprive such member of all or any rights and advantages of such member's membership for such time or period as Sakabula Estates (Proprietary) Limited in its absolute discretion may deem fit; or

31.1.3 to call upon such member in writing to resign and if such member fails to resign within seven days of the date of such request to expel such member; or

31.1.4 To reprimand such member, provided that no member shall be expelled unless and until Sakabula Estates (Proprietary) Limited has given such member an opportunity to appear before it at such time and place as it in its discretion may deem fit, to explain his/her conduct. At any such hearing Sakabula Estates (Proprietary) Limited shall determine the procedure to be adopted. Sakabula Estates (Proprietary) Limited shall be entitled to summon any member or any other person to appear before it to give

evidence for or against such member and any such member shall be entitled to tender the evidence of any member or of any other person as such member may deem necessary.

31.2 For the purpose of considering the expulsion of a member, a quorum shall constitute at least two members nominated by Sakabula Estates (Proprietary) Limited and two members nominated by the relevant sub-committee. At least three quarters of the votes of those present at such a meeting must be in favour of the decision. It shall not be incumbent upon Sakabula Estates (Proprietary) Limited to state the reason for such expulsion and no member shall have any claim of whatsoever nature against the club for expulsion.

32. Complaints

32.1 All complaints or suggestions by members shall be made in writing to the manager, who shall submit them to Sakabula Estates (Proprietary) Limited as soon as possible. The decision of Sakabula Estates (Proprietary) Limited in respect thereof shall be final.

32.2 A member of the club shall in no circumstances be entitled to reprimand any employee of the club.

32.3 No paper, notice or placard (whether written or printed) shall be displayed by any member/s on the club's premises without the consent of the club manager.

33. Publicity and Statements to the Media

No member of the club, or any member of a sub-committee, or staff members, or employees may make or give any statement/s whatsoever relating to the affairs of the club to any newspaper, magazine, radio and/or television programme or to any other person or organisation in the field of publicity, advertising or any other media, without the prior written consent of Sakabula Estates (Proprietary) Limited . Sporting results and fixtures of times and events are exempt from the aforesaid restraints for the purpose of this clause.

34. Rules of Golf

The game of golf shall be played according to the rules approved by the Royal and Ancient Golf Club of Saint Andrews and such local rules as may be formulated from time to time by Sakabula Estates (Proprietary) Limited .

September 7 th , 2004