Tourism Update invited the group of concerned Satsa members to present their concerns in a video to our readers. Bill Harrop, CEO of Bill Harrop’s Original Balloon Safaris provides his side of the story in the video below.
The unedited statement from the group of concerned Satsa members as mentioned in the video follows:
The Satsa Gauteng Chapter, as long ago as 2014, brought the so-called “structural anomalies” that are now at issue to the attention of the CEO, David Frost, as well as that of the NEC.
The main issue raised was that, after operating as, simply, a voluntary association for many years, Satsa was in 2003 incorporated as a so-called “section 21 company”, with a registered Memorandum and Articles of Association. The Satsa company then took over all operations, assets and fee-paying members of the prior unregistered voluntary association.
That this had happened was reflected in its Annual Financial Statements, year after year, as from 1 January 2004.
However, despite registering the company, Satsa continued, partly, to operate under the defunct voluntary association’s constitution. It did so instead of fully operating under the registered 2003 Memo and Articles.
The 2003 Memo and Articles become Satsa’s Memorandum of Incorporation (or MOI) when the 2008 Companies Act took effect on May 1, 2011. Also, in terms of the 2008 Act Satsa on May 1, 2011, become a Non Profit Company (or so-called NPC).
The 2008 Act, in addition, confirmed every member’s right to vote at its general meetings, including AGMs.
The history prior to 2014 is not now relevant. What is relevant is that steps should have been taken in 2014 already to correct these issues (which had, after all, deprived some Satsa members of their voting rights at AGMs, including the right to vote for directors sitting on the Satsa NPC company’s board of directors).
The fact is that the 2003 MOI had become Satsa’s governing constitution long ago. Satsa had (and still has) to abide by it (and respect its members’ rights in terms thereof).
That shall continue until the 2003 MOI is amended (or replaced) at a properly constituted members’ meeting (in a manner that the members would agree to by a 75% majority special resolutions).
Legal advice was given to Satsa’s auditors by their attorneys in 2015. It confirmed that the 2003 MOI was applicable. This was conveyed to the Satsa secretariat. The advice was again ignored.
Amendments to the defunct constitution were even brought in during that year and Satsa continued to apply its provisions regardless, (but it did not even comply with its terms regarding the composition of the NEC).
An attorneys’ letter was sent to the SATSA NPC’s company auditors on April 5, 2017. It raised these and other serious concerns with them. (We refer to these concerns in our open letter to members sent on Tuesday) We asked them to look into the matter, act in terms of the provisions of the Auditing Profession Act and to respond to us. The auditors forwarded the letter to Satsa.
To-date we have not received any response to our concerns from either. All we have received are threats of legal action. We have, simply, been given the run-around.
The auditors even informed us as late as on July 28 (three-and-a-half months after they received our letter) that they are waiting for the AGM on August 18, 2017. The meeting has, however, been called as an AGM of a long-defunct voluntary association. It is not the 2017 AGM of the Satsa NPC company (which is the body to which Satsa members belong and pay their membership fees).
The AGM notice contemplates that resolutions should be adopted at the AGM on August 18 at Spier that will have effect regarding the Satsa NPC company. This is, quite obviously, nonsense. The meeting is not going to be a meeting of the Satsa NPC company and resolutions taken will have no effect on the Satsa NPC company.
We have received legal advice in this regard. We have passed it on to the Satsa NPC company’s auditors. We have again requested them to act in terms of the Auditing Profession Act in regard to what Satsa has put out to Satsa’s members. The auditors have again declined to respond to our letter.
We believe that the Satsa members, in their capacity as fee-paying members of the Satsa NPC company, now have to assert their rights. It is on that basis that we are seeking support from the members.
We are seeking to bring the whole situation under control, so that proper investigation of what had happened in the past can be carried out, and can then be reported to members. That would enable Satsa’s members to decide (as they are entitled to do) where they want to take their association, which has since 2003 been the Satsa NPC company, and how they want it to be governed.