SAHPA Memorandum of Incorporation

Document Name	SAHPA Memorandum of Incorporation
Document Owner	Accountable Manager
Stakeholders consulted	SAHPA Members
Approval by	SAHPA Members
Approval Date	TBA – Proposed 2026
Effective Date	TBA – Proposed 2026
Previous Version
Current Version	0.5 FINAL DRAFT FOR REVIEW

Document Control

Description	Date	Author	Version
Document created	31 December 2025	Louis Stanford	0.1
First DRAFT for Internal Review	02 January 2026	Louis Stanford	0.2
FINAL DRAFT for Review	06 January 2026	Louis Stanford	0.3
Amendments: – Inserted Section 7 (new) – Inserted Section 14 (new) – Inserted Appendix A (new)	11 January 2026	Louis Stanford	0.4
Amendments: – Inserted Section 11.7 – Replaced Section 7.5 – Replaced Annex 13 – Inserted Section 7.6 – Replaced Section 12.1 – Inserted Section 10.4	13 January 2026	Louis Stanford	0.5

MEMORANDUM OF INCORPORATION of THE SOUTH AFRICAN HANG GLIDING AND PARAGLIDING ASSOCIATION NPC

(Registration number: 2005/028858/08)

1. NAME AND STATUS

1.1 The name of the Company is The South African Hang Gliding and Paragliding Association NPC.

1.2 The abbreviated name of the Company is SAHPA.

1.3 The Company is a non-profit company as contemplated in the Companies Act, 2008.

2. NON-PROFIT AND NO-MEMBERSHIP STATUS

2.1 The Company has no members as contemplated in Schedule 1 to the Companies Act.

2.2 Any reference to “members” in subordinate governance instruments refers to persons recognised by SAHPA for purposes of participation in SAHPA-governed recreational aviation activities and does not create membership rights in terms of company law.

3. OBJECTS OF THE COMPANY

3.1 Principal Object

The principal object of the Company is to act as a national coordinating and governance body for recreational hang gliding, paragliding, powered hang gliding and powered parachuting activities in the Republic of South Africa, in a manner that promotes aviation safety, lawful conduct, and the public interest.

3.2 Regulatory Position and Authority

3.2.1 The Company is approved by the South African Civil Aviation Authority in terms of Part 149 of the Civil Aviation Regulations to oversee the operations of persons who participate in SAHPA-recognised recreational aviation activities, subject to the conditions of that approval.

3.2.2 The Company does not exercise delegated regulatory authority, does not act as a regulator, and does not assume responsibility for functions reserved to the Civil Aviation Authority or any other organ of state.

3.2.3 The Company’s oversight role is limited to:

establishing governance frameworks applicable to its recognised activities;
overseeing compliance by its recognised participants with applicable rules and standards;
promoting aviation safety and responsible conduct; and
reporting material non-compliance or safety concerns to the competent authority.

3.3 Training and Instruction

3.3.1 The Company does not operate as an approved training organisation and does not regulate or supervise aviation training activities.

3.3.2 Responsibility for compliance by training organisations, declared training organisations, instructors, and examiners rests with those entities and persons and with the Civil Aviation Authority.

3.3.3 Any standards, guidance, or requirements published by the Company relating to training or instruction are governance or safety-related and do not constitute regulatory approval or certification.

3.4 Secondary Objects

The Company may engage in activities incidental or ancillary to its principal object, including commercial activities, provided that:

such activities do not supersede the principal object; and
all net proceeds are applied solely to advancing the principal object.

4. LIMITATION ON DISTRIBUTIONS

4.1 The Company shall not distribute any income or assets to directors, officers, or related persons except as permitted by law and as reasonable remuneration or reimbursement.

5. POWERS OF THE COMPANY

5.1 The Company has all legal powers of a juristic person, subject to:

the Companies Act;
this Memorandum of Incorporation; and
the limitations arising from its approved status under aviation law.

5.2 The Company shall not exercise any power in a manner that implies regulatory authority or responsibility beyond its approval.

6. GOVERNANCE, OVERSIGHT AND ADMINISTRATIVE ACTION

6.1 The Company shall conduct its affairs in accordance with principles of:

lawfulness;
reasonableness;
procedural fairness; and
accountability.

6.2 Where the Company takes decisions that materially and adversely affect recognised persons or organisations, such decisions constitute administrative action and shall be exercised in accordance with applicable administrative justice principles.

6.3 Governance instruments subordinate to this Memorandum shall distinguish clearly between:

governance and authority; and
operational procedures.

7. GENERAL MEETINGS AND PARTICIPATION-BASED VOTING RIGHTS

7.1 General Meetings

The Company may convene general meetings, including an annual general meeting, for purposes permitted by the Companies Act and this Memorandum.

7.2 Participation-Based Voting Entitlement

Notwithstanding clause 2.1, persons recognised by the Company as National Members for participation purposes may, subject to eligibility criteria determined by the Board, vote at a general meeting of the Company solely on the election and removal of Directors.

7.3 No Company Membership Created

The voting entitlement contemplated in clause 7.2 does not constitute membership of the Company for purposes of the Companies Act and confers no proprietary, economic, or residual interest in the Company.

7.4 Limitation of Voting Rights

Persons entitled to vote in terms of clause 7.2 shall have no right to vote on any matter other than:

(a) the election or removal of Directors; and

(b) amendments to this Memorandum of Incorporation, to the extent required by the Companies Act.

7.5 Governance Rules and Protection of Participation Rights

7.5.1 The procedures, eligibility requirements, and conduct of elections contemplated in this section shall be governed by governance instruments approved by the Board, provided that such instruments are consistent with this Memorandum and principles of procedural fairness.

7.5.2 No governance instrument may introduce a material adverse change to participation-based voting rights, eligibility to vote, eligibility to stand for election, nomination requirements, voting methods, or director removal mechanisms unless:

(a) the proposed amendment is published to all persons entitled to vote for a minimum period of thirty (30) days prior to adoption; and

(b) fewer than twenty-five percent (25%) of persons entitled to vote formally object to the proposed amendment during that period.

7.5.3 For purposes of this clause, a “material adverse change” includes any amendment that would reasonably be expected to restrict, deter, or disadvantage participation in the election or removal of Directors.

7.5.4 No amendment contemplated in clause 7.5.2 may take effect in respect of an election process that has commenced or is scheduled within sixty (60) days of the proposed amendment.

7.6 Participant-Initiated General Meetings

7.6.1 The Board shall convene a general meeting of the Company if a written request is submitted calling for such meeting and signed by not less than twenty five percent (25%) of persons entitled to vote in terms of this Memorandum.

7.6.2 A request contemplated in clause 7.6.1 shall state the purpose of the meeting and may include, without limitation, consideration of the removal of one or more Directors.

7.6.3 The Board shall convene the requested meeting within forty-five (45) days of receipt of a valid request.

7.6.4 If the Board fails to convene a meeting as required under clause 7.6.3, the requesting persons may convene the meeting in accordance with the Companies Act, and the reasonable costs thereof may be recovered from the Company.

8. THE BOARD OF DIRECTORS

8.1 Composition

8.1.1 The Company shall have a minimum of three directors.

8.1.2 Directors must be fit and proper persons and must not be disqualified under any applicable law.

8.1.3 Directors shall be elected by persons entitled to vote in terms of clause 7.2 at a general meeting of the Company, unless appointed to fill a casual vacancy in accordance with this Memorandum.

8.1.4 A Director may be removed by ordinary resolution of persons entitled to vote in terms of clause 7.2 at a general meeting, subject to compliance with applicable law and principles of procedural fairness.

8.1.5 A Director shall hold office for a term of three (3) years, calculated from the date of election or appointment, and may be eligible for re-election, subject to this Memorandum and any applicable governance instruments.

8.2 Powers of the Board

8.2.1 The Board is responsible for the governance, strategic direction, and oversight of the Company.

8.2.2 The Board shall not involve itself in day-to-day operational execution except to the extent necessary to fulfil its governance obligations.

8.2.3 The Board shall ensure that:

authority is exercised within approved limits;
delegation is clearly defined and documented; and
accountability is maintained.

8.3 Delegation

8.3.1 The Board may delegate authority to committees or office-bearers, subject to defined terms of reference.

8.3.2 Delegation does not divest the Board of accountability.

9. ACCOUNTABLE AND COMPLIANCE FUNCTION

9.1 The Board shall appoint an Accountable and Compliance Manager responsible for:

oversight of compliance with approval conditions;
liaison with the Civil Aviation Authority; and
advising the Board on regulatory and governance compliance.

9.2 The appointment of an Accountable and Compliance Manager does not transfer regulatory authority to the Company.

10. INFORMATION GOVERNANCE

10.1 The Board is responsible for ensuring lawful, ethical, and transparent governance of information.

10.2 The Company shall comply with applicable access-to-information, privacy and data-protection legislation.

10.3 The Board shall designate appropriate officers to fulfil information governance roles as required by law.

10.4 Transparency Commitments

10.4.1 The Board shall ensure that appropriate categories of governance and financial information are made reasonably accessible to recognised participants in accordance with applicable access-to-information legislation and approved information governance instruments.

10.4.2 Nothing in this clause creates an automatic right of access to records beyond that provided by law.

11. FINANCIAL GOVERNANCE

11.1 Reserves

11.1.1 The Board may set aside and carry to a reserve fund all or any of the surplus funds of the Company, which may at its discretion be applied for any purpose for which such funds may properly be applied, in any manner the Board chooses.

11.1.2 The Board may establish and maintain designated reserves or funds for specific purposes consistent with the Company’s objects, subject to applicable law and any policies approved by the Board.

11.2 Designated Strategic Funds

11.2.1 Authority to Establish Designated Strategic Funds

The Board may establish designated strategic or reserve funds for purposes consistent with the Company’s objects and its public-interest mandate.

11.2.2 Protection of Designated Strategic Funds

Once established, the purpose of any designated strategic fund may not be materially altered, and such fund may not be dissolved, merged, or applied to a materially different purpose, except by special resolution of persons entitled to vote in terms of this Memorandum.

11.2.3 Board Discretion Within Approved Purpose

Nothing in this Memorandum limits the authority of the Board to determine annual allocations to, or expenditure from, a designated strategic fund, provided that such expenditure is consistent with the approved purpose of that fund, applicable law, and any policies approved by the Board.

11.2.4 No Individual Entitlement

The establishment of a designated strategic fund does not create any individual or organisational entitlement to funding, nor does it impose any obligation on the Company to allocate or expend funds in any particular financial period.

11.3 Banking and Investment of Funds

11.3.1 The Board must ensure that all money received by the Company is deposited in one or more bank accounts in the name of the Company with a bank established under the Banks Act, No. 94 of 1990.

11.3.2 The Board must, from time to time, determine, by way of resolution:

a) who will have authority to operate the bank accounts of the Company, sign cheques and other financial instruments and contracts on behalf of the Company, and otherwise disburse Company funds and incur commitments on behalf of the Company; and

b) the procedures to be followed in this regard.

11.4 Accounting Records

11.4.1 The Company must keep accurate and complete accounting records, in one of the official languages of the Republic, as necessary to enable the Company to satisfy its obligations in terms of the Companies Act, 2008, or any other law, with respect to the preparation of financial statements.

11.4.2 The Company must prepare and keep any further accounting records which may be prescribed by or in terms of the Companies Act, 2008.

11.5 Financial Statements

11.5.1 Any financial statements prepared by the Company (including any annual financial statements) must:

a) satisfy any reporting standards as to form and content which are prescribed from time to time in terms of the Companies Act, 2008;

b) present fairly the state of affairs and business of the Company, and explain the transactions and financial position of the business of the Company;

c) show the Company’s assets and liabilities, as well as its income and expenses, and any other information prescribed in terms of the Companies Act, 2008;

d) set out the date on which the statements were published, and the accounting period to which the statements apply;

e) bear, on the first page of the statements, a prominent notice indicating whether the statements:

have been audited in compliance with any applicable requirement of the Companies Act, 2008;
- if not audited, have been independently reviewed in compliance with any applicable requirement of the Companies Act, 2008; or
- have not been audited or independently reviewed;

f) state the name, and professional designation (if any), of the individual or firm who prepared, or supervised the preparation of, the statements;

g) not be false or misleading in any material respect; and

h) not be incomplete in any material particular, except if they constitute a summary contemplated in section 29(3) of the Companies Act, 2008.

11.6 Annual Financial Statements: Preparation, Audit and Review

11.6.1 The Company must prepare annual financial statements within six (6) months after the end of its financial year.

11.6.2 The Company’s annual financial statements must be audited by a registered auditor (selected and appointed by the Board in its absolute discretion) if this is required by any regulations made in terms of section 30(7) of the Companies Act, 2008.

11.6.3 Even if the annual financial statements are not required to be audited by a registered auditor, the Board may, in its absolute discretion, resolve from time to time that any annual financial statements of the Company be audited.

11.6.4 If any annual financial statements of the Company are not audited by a registered auditor, they must be independently reviewed:

a) in the manner required by any regulations promulgated from time to time in terms of section 30(7) of the Companies Act, 2008, if such regulations require such an independent review; and

b) by a member (selected by the Board in its absolute discretion) of a profession stipulated in any such regulation.

11.6.5 The annual financial statements of the Company must:

a) include an auditor’s report, if the statements are audited by a registered auditor;

b) include a report by the Directors with respect to the state of affairs, the business and the profit or loss of the Company; and

c) be approved by the Board and signed by an authorised Director on behalf of the Board.

11.6.6 If any annual financial statements of the Company are required to be audited, those annual financial statements must include particulars showing:

a) the remuneration and benefits received by each Director;

b) the amount of:

any pensions paid by the Company to, or receivable by, current or past Directors or office-bearers;
- any payment made or owing by the Company to a pension scheme with respect to current or past Directors or office-bearers; and
- any compensation paid in respect of loss of office to any current or past Directors or office-bearers; and

c) details of the service contracts of any current Directors or office-bearers.

11.7 Advisory Vote on Annual Financial Statements and Budget

11.7.1 At each annual general meeting of the Company, the Board shall present to persons entitled to vote in terms of this Memorandum:

(a) the annual financial statements for the preceding financial year; and

(b) a high-level summary of the proposed budget for the ensuing financial year.

11.7.2 Persons entitled to vote in terms of this Memorandum may cast a non-binding advisory vote indicating support or non-support for the financial statements and proposed budget presented in terms of clause 11.7.1.

11.7.3 The advisory vote contemplated in clause 11.7.2 does not constitute approval, rejection, or adoption of the annual financial statements or budget for purposes of the Companies Act and does not limit the Board’s statutory responsibilities in respect of financial governance.

11.7.4 Where more than fifty percent (50%) of the advisory votes cast indicate non-support, the Board shall, within sixty (60) days of the annual general meeting:

(a) appoint an independent auditor, reviewer, or governance specialist with appropriate financial expertise; and

(b) mandate such person to review the matters giving rise to the advisory vote and to report to the Board on financial governance, expenditure alignment with the Company’s objects, or budgetary concerns, as applicable.

11.7.5 A summary of the independent reviewer’s findings shall be communicated to persons entitled to vote within a reasonable period after receipt, subject to lawful confidentiality limitations.

12. AMENDMENT OF THIS MEMORANDUM OF INCORPORATION

12.1.1 This Memorandum may be amended in accordance with the Companies Act by special resolution.

12.1.2 Notwithstanding clause 12.1.1, any amendment that materially affects:

(a) participation-based voting rights;

(b) eligibility to vote or stand for election;

(d) protections established under clauses 7.5 or 7.6,

shall require approval by not less than seventy-five percent (75%) of persons entitled to vote in terms of this Memorandum.

12.1.3 No amendment contemplated in clause 12.1.2 may be effected solely by resolution of the Board.

13. INTERPRETATION

13.1 In the event of conflict:

this Memorandum prevails over subordinate governance instruments; and
governance instruments prevail over operational procedures.

13.2 Nothing in this Memorandum shall be interpreted as conferring regulatory authority on the Company.

14. DEFINITIONS

Term	Definition
Company	The South African Hang Gliding and Paragliding Association NPC, duly incorporated in terms of the Companies Act, 2008.
Companies Act	The Companies Act, No. 71 of 2008, as amended.
Director	A person appointed or elected to the Board of the Company in accordance with this Memorandum of Incorporation.
Board	The board of Directors of the Company, as constituted from time to time.
National Member	A person recognised by the Company for purposes of participation in SAHPA-governed recreational aviation activities, in accordance with subordinate governance instruments.
Participation	Recognition by the Company of a person’s eligibility to engage in SAHPA-governed recreational aviation activities, subject to applicable rules and conditions.
Participation Recognition	The formal status conferred by the Company acknowledging a person’s eligibility to participate in SAHPA-governed activities; such recognition does not constitute company membership.
General Meeting	A meeting convened in accordance with the Companies Act and this Memorandum, including an annual general meeting.
Voting Entitlement	The limited right conferred by this Memorandum on eligible National Members to vote solely on the election and removal of Directors, which does not constitute membership of the Company for purposes of the Companies Act.
Fit and Proper	Suitable, competent, and of good standing to hold office as a Director, having regard to integrity, capability, and the responsibilities of governance in a safety-critical environment.
Oversight	The governance and monitoring functions exercised by the Company in terms of its approved status under Part 149 of the Civil Aviation Regulations, excluding regulatory or licensing authority.
Subordinate Governance Instruments	Any policy, operations manual, procedure, rule, or code adopted by the Company pursuant to this Memorandum.

ANNEXURE A – SAHPA DIRECTOR ELECTION RULES

1. Purpose and Status

1.1 These Election Rules regulate the process for the election and removal of Directors of the South African Hang Gliding and Paragliding Association NPC (“SAHPA”).

1.2 These Rules are subordinate to the Memorandum of Incorporation (“MOI”) and do not create rights or powers beyond those expressly conferred by the MOI.

1.3 In the event of conflict between these Rules and the MOI, the MOI prevails.

2. Scope of Voting Rights

2.1 Voting rights under these Rules are limited strictly to:

the election of Directors; and
the removal of Directors.

2.2 No voting rights exist under these Rules in respect of:

amendments to the MOI;
approval of special resolutions;
operational, regulatory, or policy matters;
financial or budgetary decisions.

2.3 Voting rights do not constitute membership of the Company for purposes of the Companies Act and confer no proprietary, economic, or residual interest in SAHPA.

3. Eligibility to Vote

3.1 A person is eligible to vote if, at the voting cut-off date:

they are recognised by SAHPA as a National Member for participation purposes;
they are in good standing in terms of applicable governance instruments; and
they are not subject to suspension of participation privileges.

3.2 The Board shall publish the voting cut-off date not less than twenty one (21) days prior to the election.

3.3 Eligibility disputes shall be determined by the Accountable and Compliance Manager, whose decision shall be final for purposes of the election.

4. Eligibility to Stand for Election

4.1 A candidate for election as a Director must:

meet the eligibility requirements set out in the MOI;
be a fit and proper person;
not be disqualified under the Companies Act or any other applicable law; and
consent in writing to stand for election.

4.2 The Board may require candidates to submit declarations relating to:

conflicts of interest;
relevant experience and competencies; and
compliance with governance and safety principles.

4.3 No person has an automatic right to be nominated or elected.

5. Nomination Process

5.1 Nominations shall be opened by the Board at least twenty-one (21) days prior to the election.

5.2 Nominations must:

be submitted in writing;
be supported by at least one eligible voter; and
include the candidate’s written consent.

5.3 The Board may reject a nomination that does not comply with these Rules or the MOI, provided reasons are recorded.

6. Election Method

6.1 Elections shall be conducted:

at an annual general meeting; or
by electronic or remote means authorised by the Board.

6.2 Each eligible voter shall have one vote per vacant director position, unless otherwise determined by the MOI.

6.3 Directors shall be elected by ordinary resolution.

6.4 The method of counting votes shall be determined by the Board and disclosed in advance.

7. Term of Office and Staggering

7.1 Directors shall serve for the term specified in the MOI.

7.2 To promote continuity, the Board may implement staggered terms, provided that:

the principle is disclosed in advance; and
no Director’s term is extended without an election.

8. Casual Vacancies

8.1 The Board may appoint a Director to fill a casual vacancy until the next election.

8.2 A Director appointed under clause 8.1 must stand for election at the next general meeting if they wish to continue in office.

9. Removal of Directors

9.1 A Director may be removed by ordinary resolution of eligible voters at a general meeting, in accordance with the MOI.

9.2 The affected Director must be afforded:

reasonable notice; and
an opportunity to make representations.

10. Conduct and Campaigning

10.1 Elections shall be conducted in a manner that is:

fair;
orderly;
respectful; and
consistent with SAHPA’s governance values.

10.2 The Board may issue guidance on campaigning conduct, including prohibitions on:

misinformation;
harassment;
misuse of SAHPA platforms.

10.3 Breaches of election conduct rules may result in disqualification, provided procedural fairness is observed.

11. Oversight and Integrity

11.1 The Accountable and Compliance Manager shall oversee compliance with these Rules.

11.2 The Board may appoint an independent scrutineer where appropriate.

12. No Legal or Regulatory Delegation

12.1 Nothing in these Rules:

confers regulatory authority;
creates public-law powers; or
binds persons other than SAHPA and its recognised participants.

13. Amendment of Election Rules

13.1 The Board may amend these Election Rules to address administrative, procedural, or technical matters, provided that such amendments do not constitute a material adverse change as contemplated in the Memorandum of Incorporation.

13.2 Any amendment that constitutes a material adverse change to voting eligibility, nomination requirements, candidate eligibility, voting methods, or director removal procedures shall comply with clause 7.5 of the Memorandum of Incorporation.

13.3 Material amendments may not be applied retrospectively and may not apply to an election process that has commenced or been formally announced.

13.4 All amendments to these Rules shall be recorded, dated, and published prior to taking effect.

14. Transitional Provision

14.1 These Rules apply to the first election conducted following their adoption, including the next annual general meeting.