Dear SAPA members

The current executive believes that the Association’s legal status needs to change from that of a Voluntary Association to a non profit company (NPC). We are inviting members to a virtual Special Meeting on 20th April at 4pm, where all members present will vote on the proposed resolutions necessary to effect this change. Attached is the official notice of the meeting, as well as the resolutions that need to be voted on, and the memorandum of incorporation (similar to a constitution) of the proposed new NPC – these documents are made available to members prior to the meeting to allow for careful review.Below we have tried to briefly explain the reasons for this proposed change, as well as anticipate any questions members may have.

1.     Why change from a Voluntary Association (VA) to an NPC?
2.     Why an NPC rather than a non-profit organisation (NPO)?
3.     What are the implications for SAPA as an organisation and its members?
4.     What needs to happen to effect this change?
5.     Who should attend the meeting, and who can vote?

1.     Why change from a VA to an NPC?

Banking regulations require FICA compliance. New FICA regulations do not readily recognize VA’s. This makes it challenging to perform banking functions such as changing signatories or adding 3rd party payment systems without risking our accounts being frozen. Registration as an NPC will assist with FICA and SARS compliance. As an NPC, SAPA will have its own registration number and legal entity status, which it currently does not have.

Registration of an NPC under the Companies act will also ensure that specific financial reporting is undertaken, and SARS compliance is up to date. This will improve transparency and accountability of the organisation with its members.

Registration as either an NPC or an NPO has effectively become essential in the new financial regulatory environment. Many other societies similar to SAPA have become NPC’s in recent years, for similar reasons.

2.     Why an NPC rather than an NPO?

We received legal advice from SAMA, as well as two independent lawyers. They were unanimous in their recommendation that an NPC is the way to go, for two main reasons. Firstly, registering with the Companies and Intellectual Property Commission (CIPC) and being regulated by the Companies Act provides a more robust regulatory environment. Secondly, the CIPC is a much better organised and more transparent and efficient organisation to work with. Registering an NPO requires registration with the Department of Social Development, where the administration processes and regulatory environment are effectively dysfunctional.

3.     What are the implications for SAPA as an organisation, as well as its members?

For the organisation:
·       The name of the organisation with change to “South African Paediatric Association NPC.”
·       There will be a requirement to provide annual financial reports, and submit annual tax returns.
·       The NPC will need to appoint directors initially, and then re-appoint new directors every two years as the executive members change.For the members:
·       SAPA members will not be affected in any way by the change to an NPC.

4.     What needs to happen to effect this change?

With this email, you have also received a Notice of a special meeting, and the draft memorandum of incorporation (MOI). The MOI effectively becomes the new constitution of SAPA. The process is as follows:
1.     The draft MOI and resolutions have been constructed with the assistance of Fyfer Attorneys, and have been reviewed and approved by the current executive as well as several past SAPA executive members.
2.     The draft MOI and notice are herewith sent to all members for review.
3.     All SAPA members are invited to a special meeting, where the adoption of these resolutions will be voted on. This meeting will take place virtually on 20th April 2023 at 4pm.
4.     Should the resolutions be adopted at the special meeting, a legal representative from Fyfer Attorneys will facilitate the process of registering SAPA as an NPC with the CIPC.

5.     Who should attend the meeting and who can vote?
All full SAPA members are encouraged to attend the meeting. Only Full members will be allowed to vote. Registrar and affiliate members are not allowed to vote.If you would like any further information in this regard or have any queries with regards to the process, please email [email protected] or one of the current executive directly.Kind regards
Current SAPA executive committee