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MPIS is a genuine member-based savings and capital-formation association. MYENI Properties, MPIS and every Project SPV are separate structures. Membership in MPIS does not automatically create project ownership. A project investment is voluntary, project-specific and governed by separate Project SPV documents.

This Constitution is drafted as a robust operational constitution for founder adoption. Before public scaling, substantial capital mobilisation or any project investment offering, obtain South African legal, tax, accounting and financial-services regulatory review. The Constitution itself does not authorize any activity that requires registration, approval or a licence.

The name of the association is MYENI PROPERTY STOKVEL, abbreviated as “MPIS” and referred to in this Constitution as “the Stokvel” or “MPIS”.

2.1. In this Constitution, unless the context indicates otherwise: “Available Member Balance” means the portion of a Member’s attributable MPIS balance that is not validly committed, reserved, withdrawn or allocated; “Committee” means the Executive Committee; “Contribution” means money paid into MPIS by or for a Member under the Contribution Rules; “General Meeting” includes an annual, ordinary or special meeting of Members; “Member” means a person or eligible entity formally admitted under this Constitution; “Member Account” means the administrative ledger maintained for a Member; “MYENI Properties” means MYENI Properties (Pty) Ltd, registration number 2024/468409/07, or its lawful successor; “Project Election” means a Member’s written election to participate in a specific Project Opportunity; “Project Investment” means an investment governed by the relevant Project SPV documents and not by membership alone; “Project Opportunity” means a property opportunity approved for communication to eligible Members; “Project SPV” means a separate special purpose vehicle established for a specific project; “Reserved Matter” means a decision requiring the special approval specified in this Constitution; and “Rules” means policies, procedures or schedules lawfully adopted under this Constitution.

1.3 Headings are for convenience and do not limit interpretation. Words importing one gender include all genders; singular includes plural and vice versa where appropriate. References to legislation include amendments and successor legislation.

2.1 MPIS is a voluntary, member-based savings and capital-formation association established by its Members under this Constitution and governed by self-imposed rules, mutual support and collective discipline.

2.2 MPIS is operationally and financially distinct from MYENI Properties and from each Project SPV. No Member may represent that MPIS and MYENI Properties are the same legal or financial person unless lawfully restructured and expressly approved.

2.3 Assets, liabilities, income and obligations of MYENI Properties or a Project SPV do not automatically become assets, liabilities, income or obligations of MPIS, and vice versa.

2.4 Nothing in this Constitution authorises MPIS, MYENI Properties, any office bearer or any Member to conduct a regulated activity without any approval, registration, authorisation or licence that may lawfully be required.

3.1 MPIS exists to organise Members, facilitate disciplined savings and capital formation, maintain transparent Member-attributable records, support financial and property-investment education, and provide eligible Members with structured access to approved property opportunities through separate Project SPVs.

3.2 The objectives are to promote savings discipline; collective capital formation; transparent administration; informed project participation; sound governance; member education; long-term property wealth creation; prudent risk management; and professional recordkeeping.

3.3 MPIS shall pursue its objectives in a manner consistent with the common purpose and membership bond adopted by the Members. The precise common-bond description, if required for the applicable legal framework, shall be recorded in the Founding Resolution or a Schedule approved by Members.

4.1 Membership does not automatically create ownership in any property, MYENI entity or Project SPV.

4.2 A Member may remain a Member without participating in any particular Project Opportunity.

4.3 A Project Investment arises only after the Member makes a valid Project Election, signs the applicable project documents, satisfies the project conditions and is issued the applicable rights, securities or interests by the relevant Project SPV.

4.4 MPIS may not allocate a Member’s Available Member Balance to a Project SPV without the Member’s written or securely recorded authorisation in the prescribed form.

4.5 Member contributions, MYENI operating money, and Project SPV money must be separately identified and must not be commingled except through a lawful, documented transfer for a defined purpose.

4.6 No return, dividend, capital protection, liquidity event or project allocation is guaranteed merely because a person is a Member of MPIS.

5.1 Membership is open only to persons or entities that satisfy the eligibility criteria adopted by MPIS, accept this Constitution and applicable Rules, provide required information, complete the prescribed onboarding process and are formally admitted.

5.2 The Committee may propose reasonable eligibility criteria, age or capacity rules, contribution categories and common-bond requirements, subject to law, fairness, consistent application and Member approval where required.

5.3 A person under legal disability may only be admitted through a lawful guardian, representative or structure approved after professional advice. Juristic-person membership may be permitted only if the Rules expressly provide for it and the person acting for the entity is properly authorised.

6.1 Every applicant shall submit the prescribed Membership Application and supporting identification, verification, contact and banking information.

6.2 The applicant must sign or acknowledge the Membership Agreement, this Constitution, Privacy Consent, Contribution and Savings Mandate, Risk and Structure Acknowledgement and Code of Conduct, together with any other document reasonably required.

6.3 Membership is not effective on payment alone. It becomes effective only after a formal admission decision is recorded and a unique Member Number is issued.

6.4 MPIS may defer or decline admission where information is incomplete, verification fails, eligibility requirements are not met, the applicant poses a legal, fraud, operational or reputational risk, or admission would breach applicable law. Reasons should be recorded internally.

6.5 Applicants have no right to a Project Opportunity merely because they applied or made a provisional payment. Any money accepted before admission must be handled according to an approved procedure.

7.1 Each Member has the right to access this Constitution and Rules; receive statements of contributions, balances and allocations; participate in meetings and voting subject to eligibility; receive material member communications; independently choose whether to participate in a project; lodge complaints; and be treated consistently and fairly.

7.2 A Member is entitled to sufficient information to understand the distinction between MPIS membership and a Project Investment.

7.3 No Member has a right to inspect another Member’s confidential personal information, banking data or commercially sensitive project information unless authorised by law or the relevant person.

8.1 Members must provide truthful and current information; comply with this Constitution and Rules; honour contribution commitments or communicate difficulties; protect confidential information; avoid fraud, harassment and misrepresentation; disclose relevant conflicts; and exercise independent judgment on Project Opportunities.

8.2 Members must not market MPIS, MYENI Properties or a Project SPV using unauthorised claims about guaranteed returns, ownership, regulatory status or project performance.

8.3 A Member must promptly notify MPIS of changes to contact, banking, identity, tax or other material information using the prescribed change-of-details process.

9.1 Contribution amounts, frequency, categories and due dates shall be set out in the Contribution Rules or Member’s approved Contribution Mandate. The Rules may permit minimum regular contributions and additional voluntary contributions.

9.2 Every contribution must be recorded against the correct Member Account using a unique Member Number or payment reference.

9.3 The ledger shall distinguish, where applicable: total contributions received; Available Member Balance; amounts reserved for pending instructions; validly committed Project Capital; withdrawals; refunds; adjustments; and any approved fees or charges.

9.4 A contribution to MPIS is not, by itself, a subscription for shares or an investment in a Project SPV.

9.5 No Member may acquire a greater accounting entitlement merely because of an administrative error. Errors must be corrected transparently and supported by evidence.

10.1 MPIS may levy reasonable membership, administration or service fees only if they are approved under the governance framework and disclosed to Members before they become payable.

10.2 Fees payable to MYENI Properties, founders, office bearers or connected parties require clear disclosure and approval under the Related-Party Policy.

10.3 MPIS expenses must be for legitimate MPIS purposes, supported by records, approved according to the Banking Procedure and allocated transparently.

11.1 MPIS may communicate an approved Project Opportunity to eligible Members only after the opportunity has passed the internal approvals and professional reviews determined by the applicable project process.

11.2 Project information shall identify the relevant Project SPV or proposed SPV, the project nature, capital requirement, intended use of funds, key assumptions, risks, fees, MYENI’s role and any conflicts or related-party interests that require disclosure.

11.3 MPIS shall not describe a Project Opportunity as guaranteed, risk-free, instantly liquid or approved by a regulator unless that statement is demonstrably true and legally permitted.

12.1 Participation in each Project Opportunity is voluntary. A Member must complete the prescribed Project Election identifying the project and amount they wish to commit.

12.2 Where a Member elects to use an Available Member Balance, MPIS may reserve the authorised amount pending completion of the project subscription process. A reservation is not the same as final share ownership.

12.3 Final transfer or allocation to a Project SPV may only occur in accordance with the relevant project documents, banking instructions and conditions precedent.

12.4 If a project does not reach financial close, reserved or collected amounts must be dealt with according to the project documents and applicable law, including refund or release back to the Member Account where appropriate.

13.1 Each Project SPV shall be governed by its own constitutional, shareholder, subscription, banking and reporting documents.

13.2 The Project SPV, not MPIS membership, determines the Member’s project ownership rights, voting rights, distributions, transfer rights and exit rights.

13.3 Termination of MPIS membership does not automatically cancel, transfer or redeem an existing Project SPV interest. Such interest remains governed by the relevant Project SPV documents.

14.1 A Member may request withdrawal of unallocated funds or resignation subject to the Withdrawal and Exit Procedure, applicable notice periods, liquidity, outstanding obligations, verification and law.

14.2 Amounts validly committed or invested in a Project SPV are not ordinary MPIS withdrawals.

14.3 MPIS may temporarily delay a withdrawal where necessary to verify the instruction, prevent fraud, comply with law, resolve a dispute, maintain legitimate liquidity controls or reconcile the Member Account. The Member must be informed of the reason and next steps.

14.4 On resignation, MPIS shall reconcile the Member Account and record the effective termination date. Existing Project SPV rights continue separately.

15.1 On notification of a Member’s death or incapacity, MPIS may suspend transactions on the Member Account while verifying lawful authority and protecting the account.

15.2 Payment or transfer of any Member balance shall be made only to a person lawfully entitled to receive it and against appropriate evidence.

15.3 Project SPV interests shall be handled under the relevant SPV documents and applicable estate or succession law.

16.1 MPIS funds shall be held only through banking arrangements approved for MPIS purposes. No Member contribution may be paid into a founder’s personal account except in a genuine emergency expressly authorised and documented, followed by immediate transfer and reconciliation.

16.2 MYENI operating money, MPIS money and Project SPV money must be separately identifiable.

16.3 Material payments shall use dual approval wherever reasonably practicable. No person should initiate, approve and reconcile the same material payment alone.

16.4 Bank access credentials, passwords, devices, OTPs and tokens must be controlled, not casually shared, and changed promptly when an authorised person leaves or access risk arises.

16.5 Bank statements and Member ledgers shall be reconciled at least monthly. Unexplained differences must be investigated and resolved.

16.6 Every payment must have a defined purpose and supporting evidence, including an invoice, resolution, authorised request or equivalent record.

17.1 MPIS shall maintain accurate accounting and Member records appropriate to its size and activities.

17.2 Members shall receive periodic statements or access to records showing their contributions, available balances, project allocations and withdrawals.

17.3 The Committee shall present an annual financial report to Members. As scale, legal requirements or risk justify, MPIS shall obtain independent bookkeeping, accounting, review or audit support.

17.4 No person may knowingly falsify, backdate, conceal or destroy a financial record.

18.1 The governance organs are: the General Membership; the Executive Committee; and any subcommittee or office lawfully created under this Constitution.

18.2 The General Membership is the highest internal decision-making body on matters reserved to Members.

18.3 The Committee administers MPIS between General Meetings, subject to this Constitution, Member resolutions and the limits of delegated authority.

19.1 The Committee shall ordinarily include the functions of Chair or Coordinator, Secretary or Membership Administrator, and Treasurer or Finance Administrator. In the founding phase, two founders may hold multiple functions if responsibilities and controls are documented.

19.2 The Committee is responsible for implementing resolutions; member administration; banking oversight; recordkeeping; financial controls; meeting administration; communications; policy maintenance; compliance coordination; and escalation of material risks.

19.3 Committee members owe duties of honesty, care, confidentiality and good faith to MPIS within the scope of their office.

19.4 A Committee member may be suspended or removed for serious breach, fraud, incapacity, persistent non-performance, undisclosed conflict or other just cause, subject to fair process and the applicable voting threshold.

20.1 The Chair or Coordinator leads governance, ensures meetings and resolutions are properly convened, and oversees implementation without overriding financial controls.

20.2 The Secretary or Membership Administrator maintains the member register, signed documents, notices, minutes and administrative records.

20.3 The Treasurer or Finance Administrator oversees contribution records, reconciliations, payment documentation and financial reporting.

20.4 Where the same person performs more than one role, an independent check by the other founder, another Committee member or an external professional shall be used for material transactions or reconciliations.

21.1 MPIS shall hold at least one annual review or annual general meeting and such ordinary or special meetings as are reasonably required.

21.2 Meeting notices shall state the date, time, method, agenda and material decisions to be taken. Notice may be delivered electronically to the Member’s recorded contact details.

21.3 Urgent meetings may be called on shorter notice where delay would materially prejudice MPIS, provided the urgency and reasons are recorded.

21.4 Minutes shall record attendance, declarations of interest, decisions, votes where material, and actions assigned.

22.1 Unless otherwise provided, quorum is more than half of eligible voting Members, present in person or by an approved electronic method or proxy if proxies are allowed by the Rules.

22.2 Ordinary decisions are decided by simple majority of votes cast, excluding abstentions.

22.3 The following Reserved Matters require at least two-thirds of votes cast and any additional legal threshold: amendment of this Constitution; voluntary dissolution; material change to MPIS purpose; adoption of a materially different member-capital model; disposal of substantially all MPIS assets; material related-party arrangement outside an approved policy; or other matter designated as reserved by Members.

22.4 A person with a material conflict may be required to abstain from the affected decision.

23.1 Where lawful and practical, a matter may be decided by written or securely recorded electronic resolution without a physical meeting, provided all eligible persons receive the proposal and the required voting threshold is met.

23.2 Electronic approvals must be stored with sufficient evidence to identify the decision, the person approving it and the date.

24.1 MYENI Properties may act as originator, developer, manager, administrator, service provider or co-investor in relation to opportunities associated with MPIS, subject to written agreements, disclosure, proper approval and applicable law.

24.2 MYENI Properties has no automatic entitlement to use MPIS Member funds for its own operating expenses.

24.3 Any fee, service charge, reimbursement, equity interest or related-party benefit payable to MYENI Properties must be documented and disclosed in the relevant governance or project documents.

24.4 MPIS shall not allow marketing to create the impression that MYENI Properties guarantees Member savings or Project SPV performance unless a specific, lawful guarantee exists in writing.

25.1 Every office bearer and decision-maker must disclose any direct or indirect personal, family, business or financial interest in a matter before participating in the decision.

25.2 Related-party arrangements involving MYENI Properties, a Project SPV, a founder, an office bearer or a connected person must be documented, reasonably justified and approved under the Conflict of Interest and Related-Party Disclosure Policy.

25.3 The minutes must record the disclosure, any abstention and the approval basis.

26.1 MPIS shall process personal information only for lawful and defined purposes connected with membership, administration, payments, governance, compliance, project participation, risk management and communication.

26.2 Access to personal information shall be limited to persons who reasonably need it. Security controls shall be appropriate to the nature and sensitivity of the information.

26.3 Members must keep personal credentials and confidential documents secure and report suspected compromise promptly.

26.4 Personal information may be disclosed where authorised by the Member, necessary for legitimate administration, required for professional services, or required by law, subject to appropriate safeguards.

27.1 MPIS shall maintain at least: the Constitution and policies; current Member Register; signed onboarding documents; contribution and balance ledgers; bank statements and reconciliations; meeting notices, minutes and resolutions; Project Elections; complaints and disciplinary records; conflict disclosures; financial reports; and document version records.

27.2 Controlled documents shall have a title, version, approval date and status. Superseded versions must be archived and not used as current templates.

27.3 Records shall be retained for the legally required period and, where no clear period applies, for a reasonable period based on operational, tax, evidentiary and risk needs.

28.1 A Member may lodge a complaint using the prescribed internal process. Complaints should be acknowledged, investigated and answered within reasonable timeframes.

28.2 A Member may be warned, restricted, suspended or expelled for fraud, dishonesty, harassment, serious or repeated breach, misuse of confidential information, deliberate misrepresentation or conduct materially prejudicial to MPIS.

28.3 Except where urgent protective action is necessary, the affected Member must receive notice of the allegations and a reasonable opportunity to respond before a final disciplinary decision.

28.4 An appeal or review process may be provided by the Dispute Resolution and Disciplinary Procedure.

29.1 Suspected fraud, theft, unauthorised transfer, falsification or misappropriation must be escalated immediately to the Committee and, where appropriate, professional advisers, banking institutions or competent authorities.

29.2 Access may be suspended and transactions frozen temporarily where reasonably necessary to protect funds or evidence.

29.3 Recovery action may be taken against any person responsible for loss, without limiting any civil, criminal, disciplinary or other remedy.

30.1 The Committee shall identify material financial, operational, cyber, fraud, governance, liquidity, legal and reputational risks and adopt proportionate controls.

30.2 As MPIS grows, the Committee shall consider appropriate insurance, fidelity cover, cyber controls, independent reviews and business-continuity arrangements.

30.3 A succession arrangement shall be maintained for access to essential records and accounts if an office bearer becomes unavailable.

31.1 MPIS shall periodically review whether its size, activities, banking arrangements, capital mobilisation, project communications or administrative model trigger additional legal, regulatory, tax, accounting, reporting, registration or self-regulatory requirements.

31.2 Before a material change in model or scale, the Committee shall obtain appropriate professional advice where reasonably necessary.

31.3 If any Rule or practice conflicts with mandatory law, the law prevails and MPIS shall amend the Rule or practice as soon as reasonably possible.

32.1 A proposed amendment must be circulated with reasonable notice, showing the substance of the change and the reason for it.

32.2 An amendment requires the Reserved Matter threshold unless law requires a higher threshold.

32.3 The Secretary shall maintain a version-controlled master Constitution and record the effective date of every amendment.

33.1 MPIS may be voluntarily dissolved by the Reserved Matter threshold or where required by law.

33.2 Before final dissolution, MPIS shall identify and settle legitimate liabilities, reconcile Member Accounts, protect records, close approved accounts and prepare a final distribution or settlement plan.

33.3 Any remaining Member-attributable balances shall be dealt with in accordance with the approved winding-up plan and applicable law.

33.4 Assets owned by a separate Project SPV do not automatically become MPIS assets and are not distributed merely because MPIS is dissolved.

34.1 MPIS and its office bearers shall not make false or misleading statements about regulation, returns, capital protection, ownership or project performance.

34.2 Members remain responsible for considering their own circumstances and obtaining independent advice where appropriate before making a Project Investment decision.

34.3 Nothing in this clause excludes liability that cannot lawfully be excluded.

35.1 A Member’s recorded email address, mobile number and physical or postal address may be used for official communications.

35.2 Members must keep contact details current. A notice sent to the last recorded details is deemed valid subject to applicable law and evidence of sending.

35.3 Material notices should be stored in the Member or governance record.

36.1 This Constitution becomes effective when adopted by the founding Members or General Membership by a properly recorded resolution.

36.2 The founding resolution shall identify the initial office bearers, common purpose or membership basis, initial contribution framework, banking authority and effective date.

36.3 All Members admitted after adoption are bound by this Constitution and properly adopted Rules for as long as they remain Members, subject to applicable law.

Amendment of the Constitution.

Voluntary dissolution of MPIS.

Material change to the purpose, common-bond or member-capital model.

Disposal of substantially all MPIS assets.

Approval of exceptional related-party transactions outside the ordinary approved policy.

Any other matter designated as reserved by Members or required by law.

Membership Application and identification / verification records.

Signed Membership Agreement and Constitution Acknowledgement.

Privacy Consent, Contribution Mandate, Risk & Structure Acknowledgement and Code of Conduct.

Admission Resolution and unique Member Number.

Member Account / Contribution Ledger and periodic statements.

Project Elections and project allocation authorisations where applicable.

Changes of details, complaints, disciplinary outcomes, withdrawal or resignation records.

Founding and subsequent member resolutions.

Executive Committee role allocation and delegations.

Meeting notices, agendas, minutes and voting records.

Conflict-of-interest declarations and related-party approvals.

Bank mandates, payment approvals and monthly reconciliations.

Financial reports and annual member reports.

Policy register and controlled document versions.

Adopted by the founding Members / Members of MYENI Property Stokvel on the date recorded below. The signatories confirm that they have read, understood and approved of this Constitution subject to any professional amendments subsequently adopted in accordance with clause 32.

Founding Member / Chair:

Founding Member / Secretary / Treasurer:

Witness 1:

Witness 2:

Date:

Place: