Articles of Association of Guangdong Securities and Futures Association

Articles of Association of Guangdong Securities and Futures Association

(Adopted at the first meeting of the 5th Guangdong Securities and Futures Association on May 20th, 20 1 1)

Chapter I General Provisions

Chapter II Functions

Chapter III Members

Chapter IV Organizational Structure

Chapter V Management of Funds and Assets

Chapter VI Revision of Articles of Association

Chapter VII Termination

Chapter VIII Supplementary Provisions

Chapter I General Principles

Article 1 Name of this Association: Guangdong Securities and Futures Association. English full name: the securities &；; Guangdong Futures Association.

Article 2 Nature of the Association: According to the Regulations of the State Council on the Administration of Registration of Social Organizations and the Articles of Association of Guangdong Province, the Association is a self-regulatory organization in the securities and futures industry, which is composed of securities service institutions, such as securities business institutions, futures business institutions, fund management institutions, securities investment consulting institutions, law firms, accounting firms, credit rating agencies, etc. established according to law and licensed by the China Securities Regulatory Commission. This is a non-profit society.

Article 3 Purpose of the Association: The Association shall abide by the Constitution of People's Republic of China (PRC), the Securities Law of People's Republic of China (PRC), the Securities Investment Fund Law of People's Republic of China (PRC), the Regulations on the Administration of Futures Trading, the Measures for the Administration of Investment Consulting (for Trial Implementation), the Regulations on the Administration of Registration of Social Organizations, and the Regulations of Guangdong Industry Associations. On the premise of centralized and unified supervision and management of the securities and futures industry by the state and centralized and unified self-discipline management system throughout the country, regional self-discipline management of the securities and futures industry will be implemented; Give play to the role of the bridge and link between the relevant government departments and the securities and futures industry; Maintain the open, fair, just and orderly operation of the securities and futures market; Safeguard the legitimate rights and interests of members; Service member; Abide by integrity and socialist morality; Promote the sustained, healthy and stable development of the securities and futures market.

Article 4 This Association accepts the supervision and management of Guangdong Provincial Civil Affairs Department, the business guidance and supervision of Guangdong Supervision Bureau of China Securities Regulatory Commission (hereinafter referred to as "Guangdong Securities Regulatory Bureau"), and the business guidance of China Securities Association and China Futures Association.

Article 5 The activity area of this Association is Guangdong Province.

Article 6 Address of the Association: Floor 14, Development Center Building, No.3 Linjiang Avenue, Tianhe District, Guangzhou City, Guangdong Province (postcode: 5 10623).

Chapter II Professional Ability

Article 7 Self-discipline management. Implementing the self-discipline rules, industry standards and business norms of the national securities and futures industry; To formulate self-discipline rules, industry standards and business norms for the regional securities and futures industry and supervise their implementation; Members of educational groups shall implement industry laws, administrative regulations and policies and abide by socialist ethics; Supervise and inspect the behavior of members, and give corresponding punishment to members who violate the articles of association and self-discipline rules.

Article 8 To safeguard the legitimate rights and interests of members according to law, and reflect members' problems, suggestions and demands to Guangdong Securities Regulatory Bureau and relevant government departments.

Article 9 To mediate disputes over securities and futures business between members and between members and customers.

Article 10 Organize business exchanges and various cultural and sports activities among members; Organize exchanges and cooperation between international and domestic securities and futures industries.

Article 11 Establish a credit information system for members and employees, and authorize relevant government departments to commend and reward members and individuals who have made outstanding contributions in the industry.

Article 12 Organize on-the-job education and training for securities and futures practitioners to improve their law-abiding and compliance-abiding practice level and business skills.

Article 13 Organize members to carry out investor education in the securities and futures market, publicize the securities and futures market, and create a good environment for industry development.

Article 14 Establish a website information sharing platform, collect, collate and provide securities and futures information and information products, and edit electronic publications; Organize securities and futures research to promote the innovation and development of industry business.

Fifteenth other duties stipulated by laws and regulations, China Securities Association, China Futures Association, Guangdong Securities Regulatory Bureau or members (or member representatives) general meeting.

Chapter III Members

Article 16 members of this association only accept economic organizations in the securities and futures industry, and do not accept individual members.

Article 17 To apply for membership of this Association, the following conditions must be met:

(1) Supporting the articles of association;

(2) Having the will to join this Association;

(3) Having been approved or permitted by the China Securities Regulatory Commission to engage in securities and futures business and obtained a business license.

(4) industrial and commercial registration within the jurisdiction of Guangdong.

Article 18 Other securities and futures organizations established in Guangdong Province upon approval; Guangdong Stock Exchange and Futures Exchange; Offices of overseas securities and futures institutions in Guangdong Province; Join the club as a special member.

Article 19 A member shall have 65,438+0 member representatives to perform their duties in this Association.

Representatives of members of legal person institutions registered within the jurisdiction of Guangdong Province shall be the legal representative or the person designated by the legal representative; The member representative of a business organization established within the jurisdiction of Guangdong Province is the person in charge of the business organization.

Members who change their representatives must report to this Council in writing. After confirmation by the Council, the representative of the successor member may take over the post of the member in the Association. When a member representative is unable to perform his duties as a representative, the Association has the right to request the member unit to replace the member representative.

Twentieth members due to merger, division or termination, its membership shall be changed or terminated accordingly.

Twenty-first members to join the registration system, the procedure is:

(a) to apply for membership, fill in the Registration Form, and attach a copy of the business license (or legal person registration certificate) issued by the administrative department for industry and commerce and a copy of the business license issued by the China Securities Regulatory Commission;

(2) The Secretariat of this Association shall review the registration materials;

(3) Adopted by the Council;

(4) The application for membership is approved by the Association and a membership card is issued;

(5) pay membership fees.

Article 22 Members shall enjoy the following rights:

(1) Attending the general meeting of members (or representatives of members), participating in the activities of this Association and accepting the services provided by this Association;

(two) the right to vote, to be elected and to vote;

(3) Freedom to join and quit voluntarily;

(four) have the right to criticize, suggest and supervise the work of this association;

(five) require the Association to safeguard its legitimate rights and interests from infringement;

(six) have the right to reflect opinions and suggestions to the relevant departments through this association;

(seven) the right to hearing, the right to state and the right to appeal against the disciplinary action given by the association;

(eight) other rights stipulated by the resolution of the general assembly (or the general assembly).

Special members do not enjoy the right to vote, stand for election and vote, and other rights are the same as members.

Article 23 Members shall perform the following obligations:

(1) Abide by the company's articles of association, rules and regulations and self-discipline rules;

(two) to implement the resolutions of this Council;

(three) to safeguard the reputation and legitimate rights and interests of associations and industries;

(four) to pay membership fees in accordance with the provisions;

(five) actively participate in the activities organized by the association and complete the work assigned by the association;

(six) in accordance with the provisions of the CSRC, report to the CSRC and provide data and other information related to the securities and futures business;

(seven) subject to the supervision and management of this association, and accept the inspection and coordination of this association;

(eight) other obligations stipulated by the resolution of the general assembly (or the general assembly).

The obligations of special members are the same as those of members.

Article 24 If a member fails to fulfill his due obligations, FSC will criticize and educate him and notify Guangdong Securities Regulatory Bureau according to the seriousness of the case; If there is a serious violation of the articles of association, the member (or member representative) will be removed after voting at the general meeting of members.

Twenty-fifth members pay membership fees:

(1) The president and vice president pay an annual membership fee of 32,000 yuan;

(2) Directors and supervisors pay annual membership fees of RMB 65,438+RMB 7,000;

(3) General member units pay an annual membership fee of 8,000 yuan.

In addition to paying the annual membership fee according to the above standards, new members must also pay a one-time membership fee of 65,438 yuan+00,000 yuan.

Article 26 Termination of membership

(1) The member applied for withdrawal and was approved by the board of directors;

(2) The registered place of the member is transferred outside Guangdong Province;

(3) Being punished for canceling the membership of this Association.

Members who withdraw from the meeting should surrender their membership cards.

Chapter IV Organizational Structure

Twenty-seventh members' congress (or members' congress) is the highest authority of the association, and exercises its functions and powers in accordance with national laws, regulations and the articles of association.

Twenty-eighth members (or member representatives) shall exercise the following functions and powers:

(a) to formulate and amend the articles of association;

(2) To elect and recall the president, vice-presidents, directors and supervisors.

(3) To review the work reports of the Board of Directors and the Board of Supervisors and the financial reports of the Association;

(four) to consider the recommendations of the Council on the recall of members;

(5) To decide on the alteration, dissolution and liquidation of this Association;

(six) to change or cancel the inappropriate decisions of the Council;

(seven) to decide on other major issues.

Twenty-ninth members (or members' representatives) general meeting is held every four years. Due to special circumstances, it is necessary to advance or postpone the general election, which shall be voted by the Council and reported to the registration authority of the association for approval. However, the longest extension shall not exceed 1 year. The general meeting of members (or representatives of members) shall be held at least once every two years. When the Council considers it necessary or more than half of the members propose, an interim general meeting (or a general meeting of members) may be held.

Thirtieth members (or members' representatives) meeting shall be presided over by the presidium of the general meeting nominated by the last Council.

Article 3 1 A general meeting of members (or a general meeting of members' representatives) shall be held only when more than two thirds of all members are present, and its resolution shall be adopted by more than half of all the representatives.

Members (or members' representatives) elect and recall the president, vice president, directors and supervisors by secret ballot, and formulate and amend the articles of association.

Members (or members' representatives) shall make minutes of the decisions on the matters discussed and make an announcement to the members.

Article 32 The Association shall have a Council. Board members: President, Vice President and all directors. The Council is the permanent executive body of the members (or members' representatives) when the meetings are not in session, and is responsible for the meetings of members (or members' representatives).

Article 33 The duties of the Council are:

(a) to prepare and convene a general meeting of members (or members' representatives);

(two) to implement the resolutions of members (or representatives of members) and report their work to members (or representatives of members);

(three) to decide on the annual work plan of the Association, and to formulate the annual financial budget, final accounts, alteration, dissolution and liquidation plan of the Association;

(4) To decide on the establishment of representative offices, branches and entities of this Association;

(five) to formulate plans for increasing or decreasing the registered capital of the Association;

(six) to decide on the application for new members and the punishment of members, and put forward suggestions for the removal of members;

(7) To appoint or dismiss the Secretary-General, decide on the responsible persons of representative offices, branches and entities of the Association, appoint or dismiss the Deputy Secretary-General upon the nomination of the Secretary-General, and decide on their remuneration;

(eight) to formulate the association's self-discipline rules, industry standards, business norms and management systems;

(9) Other matters stipulated in the articles of association of this Association.

Article 34 The Council shall meet at least once every six months (under special circumstances, it may be convened by correspondence). The meeting of the board of directors can only be held when more than half of the directors are present, and its resolution can only take effect when it is approved by more than half of all the directors. The Council shall form minutes of the resolution and announce it to all members.

The meeting of the Council shall be convened and presided over by the President; When the President is unable to perform his duties due to special reasons, the President shall entrust the Vice President or the Secretary General to convene and preside over the meeting. More than one third of the directors may propose to convene a meeting of the board of directors.

Article 35 The rules and procedures for the establishment of representative offices, branches and entities of this Association are as follows:

(1) The Secretariat of this Association puts forward specific plans for establishing representative offices, branches and entities;

(two) submit the specific plan to the president's office meeting for discussion and adoption;

(3) Submitting the adopted specific plan to the Council for deliberation and approval;

(four) reported to the social organization registration authority for examination and approval.

According to the needs, the Association will set up a professional committee, and the relevant management measures of the professional committee shall be formulated separately by the Council.

Article 36 The Association shall have a board of supervisors, which shall be elected by members (or members' representatives) at the general meeting. The term of office of the board of supervisors is the same as that of the board of directors, and may be re-elected upon expiration.

The president, vice-president, directors and secretary-general shall not concurrently serve as supervisors.

Article 37 The Board of Supervisors shall exercise the following functions and powers:

(a) report to the members (or members' representatives);

(two) to supervise the election and recall of members (or representatives of members); Supervise the Council to implement the resolutions of the general assembly (or representative assembly);

(three) to check the financial and accounting information of the association and report the situation to the registration authority and the competent tax and accounting departments;

(four) to attend the meeting of the Council and have the right to put forward questions and suggestions to the Council;

(five) to supervise the Council to abide by the laws and articles of association, and to require the president, vice president, directors, secretary general and other management personnel to correct the behavior that harms the interests of the Council, and to report to the general meeting (or representative meeting) or relevant government departments when necessary.

Supervisors shall abide by relevant laws and regulations and the articles of association of the Association, accept the leadership of members (or members' representatives) and earnestly perform their duties.

Article 38 The president, vice-president, directors, secretary-general and supervisors of this Association must meet the following conditions:

(a) adhere to the party's line, principles and policies, and abide by national laws and regulations;

(two) engaged in the securities and futures industry for more than five years, with great influence and good reputation, love the work of this association, and have certain work experience;

(3) The president, vice-president and secretary-general shall not be over 60 years old, and the secretary-general shall be full-time;

(4) Being in good health and able to stick to normal work;

(5) Having not received criminal punishment;

(6) Having full capacity for civil conduct;

(seven) other conditions required by the member (or member representative).

Article 39 The Secretary-General of the Association shall be appointed, and the Secretary-General and the President shall not be elected in the same member unit. The chairman shall not concurrently serve as the Secretary-General.

Article 40 The Association shall implement the president responsibility system. The president is the legal representative of this Association, and the legal representative of this Association may not concurrently serve as the legal representative of other social organizations.

Article 41 The term of office of the president and vice-president of this Association shall be four years, and the term of office shall not exceed two.

Article 42 The Association shall set up an office meeting of the President, which shall be composed of the President, the Vice President, the Secretary General and other personnel designated by the President. The Office of the President exercises the following powers:

(1) Implementing the resolutions of the Council;

(two) to decide on the establishment of the daily office of the association;

(three) to decide on major issues in the daily work of the association;

(4) Other powers granted by the general meeting of members and the members' council (or members' representatives).

Article 43 The President of this Association shall exercise the following functions and powers:

(1) Convening and presiding over the meetings of the board of directors and the president's office;

(two) to check the implementation of the resolutions of the general meeting and the members' Council (or members' representatives);

(3) Signing relevant important documents on behalf of the Association;

(four) authorized by the Council, examine and approve the application for membership;

(5) Nominating the Secretary-General for approval by the Council;

(6) Hiring full-time staff of the Association;

(7) The Vice President shall assist the President in his work. If the President is unable to perform his duties for some reason, the Vice President designated by the President shall perform his duties on his behalf;

(8) Other functions and powers granted by the Council.

Article 44 The vice-president and secretary-general of this Association shall work under the leadership of the president, and the secretary-general shall be responsible to the Council. The Secretary-General shall be a full-time person and exercise the following functions and powers:

(a) to preside over the daily work of the office and organize the implementation of the annual work plan;

(2) Organizing the preparation and implementation of the annual budget and final accounts;

(3) Coordinating the work of representative offices, branches and entities;

(4) Nominating the Deputy Secretary-General and the principals of representative offices, branches and units, and submitting them to the Council for decision;

(5) Nominating and hiring full-time staff of representative offices, branches and entities, and reporting to the President for approval;

(six) to nominate and hire domestic and foreign experts as consultants of the Association and report to the Council for approval;

(7) Organizing paid activities and services within the approved business scope;

(8) Other functions and powers granted by the Council.

The Secretary-General attends Council meetings as a representative without voting rights.

Chapter V Management of Funds and Assets

Forty-fifth sources of funds of the Association:

(1) membership fees;

(2) donation;

(3) government funding;

(4) Income from activities or services provided within the approved business scope;

(5) interest;

(6) Other lawful income.

Article 46 The Association shall abide by laws and regulations when accepting donations, and shall not apportion in any form or in disguised form.

Donors, sponsors or units, members and supervisors have the right to inquire about the use and management of donated property and put forward opinions and suggestions. The association shall promptly and truthfully answer the inquiries of donors, sponsors or units, members and supervisors.

Article 47 the funds of this association must be used for the scope of work responsibilities and career development as stipulated in the articles of association. Property and other income are protected by law, and no unit or individual may occupy, privately divide or misappropriate it, or distribute it among its members.

Article 48 If the president, vice-president, directors, supervisors, secretary-general and staff of this Association privately divide, occupy or misappropriate the property of this Association, they shall return it and review it at the general meeting of members (or members' representatives); If a crime is constituted, criminal responsibility shall be investigated according to law.

Article 49 This Association implements the unified national accounting system, conducts accounting according to law, establishes and improves the internal accounting supervision system, and ensures the legality, truthfulness, accuracy and completeness of accounting data.

The Association will accept the tax supervision and accounting supervision carried out by the competent tax and accounting departments according to law.

Article 50 This Association shall be staffed with accountants with professional qualifications. Accounting personnel shall not concurrently serve as cashiers. Accountants must conduct accounting and exercise accounting supervision. When an accountant transfers his job or leaves his post, he must go through the handover procedures with the recipient.

Article 51 The asset management of this Association must implement the financial management system stipulated by the state and the provincial government, and accept the supervision of the members (or members' representatives) congress and the financial department. If the source of assets belongs to the state appropriation or social donation or subsidy, it must accept the supervision of audit institutions and the financial audit organized by the registration administration organs.

Article 52 The annual report, general election, change of legal representative and liquidation of this Association must be subject to the financial audit organized by the registration authority.

Article 53 An association shall, in accordance with the provisions of the Articles of Association of Guangdong Province, submit the activity report, financial report and activity arrangement of the previous year to the registration authority before the end of March each year.

Establish a major event reporting system: hold large-scale academic reports, seminars and exhibitions, hold foreign exchanges, communicate with overseas non-governmental organizations, carry out industry appraisal, meet standards and commend activities, and accept donations from overseas and society. , and report to the relevant government departments and registration authorities and go through the relevant procedures before the event.

Article 54 The full-time staff of this Association shall be engaged in full-time employment system, openly recruited for the society and signed labor contracts. Its salary, insurance and welfare benefits shall be implemented with reference to the relevant provisions of the state and provincial governments on institutions.

The legitimate service income of the association can be handled by the secretariat of the association at its discretion, which is mainly used to make up for office expenses and welfare subsidies for full-time staff.

Chapter VI Revision of Articles of Association

Article 55 Any amendment to the articles of association of this Association shall be approved by the Council and submitted to the general meeting (or representative meeting) for deliberation.

Article 56 The revised articles of association of this Association shall come into effect after being adopted by the general meeting of members (or the general meeting of members) and reported to the registration authority for approval within 30 days.

Chapter VII Termination

Article 57 This Association shall be terminated under any of the following circumstances, and the Council shall propose a motion for cancellation:

(a) to complete the purpose stipulated in the articles of association;

(two) members (or members' representatives) general assembly resolution to dissolve;

(3) Division or merger of the association;

(four) unable to continue to work in accordance with the purpose of the articles of association;

(five) other circumstances that need to be terminated.

Article 58 The motion to terminate this Association shall be approved by the general meeting of members (or the general meeting of members' representatives) and submitted to the registration authority of this Association for examination and approval.

Article 59 Before the termination of this Association, a liquidation organization shall be established under the guidance of the registration authority of associations and relevant units to clear up the creditor's rights and debts and deal with the aftermath. During the liquidation period, no activities other than liquidation shall be carried out. The Association shall cancel the registration with the registration authority within 15 days from the date of liquidation.

Article 60 The Association shall be terminated after its registration is cancelled by the registration authority.

Article 61 The remaining property after the termination of this Association shall be used for the development of undertakings related to the purposes of this Association under the supervision of the registration and administration organ of associations and in accordance with the relevant provisions of the state.

Chapter VIII Supplementary Provisions

Article 62 The figures such as "one third", "one half" and "two thirds" in the Articles of Association all include this number.

Article 63 The Articles of Association shall be adopted by the general meeting (or representative meeting).

Article 64 The right to interpret the Articles of Association belongs to the Council of the Association.

Article 65 The Articles of Association shall come into force as of the date of approval by the association registration administration organ.