subject: The Articles Of Association Of The China Securities Association (csa) [print this page] Chapter I Chapter I
General Provisions
Article 1 The China Securities Association (CSA), thereinafter referred to as the Association is a non-profit self-regulating organization for the securities industry with the status of institutional legal person. The Association is established in accordance with pertinent provisions of the Securities Law of the Peoples Republic of China and the Regulations on Registration and Administration for Public Organizations.
Article 2 The purposes of the Association are: to effect the self-regulation of the securities industry subject to the centralized governmental supervision and administration; to bridge the government with the securities industry; to serve the members and safeguard their legitimate rights and interests; to maintain a proper competition order in securities industry; promote openness, fairness and equitability; and to enhance a sound and healthy development of the securities market.
Article 3 The Association functions under the guidance and supervision of the China Securities Regulatory Commission (hereinafter referred to as CSRC) and the Ministry of Civil Affairs of the Peoples Republic of China (hereinafter referred to as the Ministry of Civil Affairs).
Article 4 The site of the Association is in Beijing, China.
Chapter II
Functions and Obligations
Article 5 The functions and obligations of the China Securities Association (CSA) are as follows:
(1) To educate the members and organize the implementation of laws and regulations with regard to securities; to report to the CSRC problems, suggestions and requests of the members occurring in business;
(2) To formulate self-regulatory rules, operational criteria and professional norms for the securities industry and supervise the implementation of the same;
(3) To safeguard the lawful rights and interests of the members according to law;
(4) To supervise and inspect members conducts in practice and impose disciplinary sanctions on any member that violates the Articles of Association herein and the self-regulatory rules;
(5) To mediate in the events of disputes between members or between members and their clients;
(6) To collect and process information on securities, promote exchanges among members, organize the members to conduct researches on the development of the securities industry, promote innovations in business and practice, and create more market and development opportunities for the members;
(7) To arrange qualification tests for employees in the securities community and be responsible for registration and management of the employees qualifications to the industry;
(8) To arrange continuous education and vocational training for the employees in securities community to improve their professional skills and vocational level;
(9) To promote international communication and cooperation in the securities communities; and
(10) Other functions and obligations as stipulated in laws and regulations or delegated by the CSRC.
Chapter III Members
Section 1 Membership
Article 6 The members of the China Securities Association (CSA) shall meet the following terms and conditions:
(1) (1) To uphold the Articles of Association herein;
(2) (2) Have registered within the border of China;
(3) (3) To practice securities business within the border of China under provisions of laws and regulations and upon approval or permission of CSRC;
(4) (4) Other terms and conditions as required by the Association.
Article 7 Securities companies, established upon approval of CSRC, shall join the Association. Other institutions such as fund management companies and securities investment consulting institutions meeting the terms and conditions as prescribed in the preceding article may apply to join the Association.
Article 8 The Association shall administrate its members separately in groups classified according to their respective business scopes. The Board of Directors of the Association shall classify the members into categories as required by the said way of management.
Article 9 Members shall be registered for their admission to the Association. A member shall register itself according to the requirement of the Association upon application for its admission.
Article 10 Each member shall appoint one representative to represent it for discharging its duties in the Association. The said representative must be the legal representative or a major managing officer in the member society. Change of representative shall be reported to the Association in writing. Upon confirmation of the Standing Committee of the Board, the successor may succeed the respective position of the member in the Association.
Article 11 In the event of merger, separation and termination of a member, the membership shall be altered or terminated accordingly.
Section 2 The Members Rights and Obligations
Article 12 The members shall have the following rights:
(1) To elect, be elected and vote;
(2) To appeal to the Association to protect their lawful rights and interests from being infringed;
(3) To make complaints and suggestions through the Association to relevant authorities;
(4) To request hearings, make statements and file an appeal with regard to the disciplinary decisions issued by the Association;
(5) To have the priority to participate in activities hosted by the Association and enjoy services offered by the Association;
(6) To comments, suggestions and supervise the work of the Association;
(7) Other rights as stipulated by the Members General Assembly.
Article 13 The members shall have the following duties:
(1) To observe the Articles of Association and all rules and regulations of the Association;
(2) To carry out resolutions of the Association;
(3) To safeguard the goodwill and reputation of the Association;
(4) To actively participate in activities organized by the Association and fulfill tasks assigned by the Association;
(5) To keep the Association informed and provide pertinent materials as required;
(6) To pay membership fees as stipulated;
(7) To be subjected to supervision and management of the Association and accept the inspection and coordination of the Association;
(8) To perform such other obligations as stipulated by resolutions made by the Members General Assembly.
Section 3 Special Members
Article 14 The Association has special members.
Article 15 Institutions such as stock exchanges, securities registration and clearance institutions, and local public originations of securities business institutions may apply to join the Association as special members of the Association.
Article 16 Special members shall enjoy the voting right of Article 12 (1) and the rights prescribed in Article 12 (2)-(7) of the Articles of Association herein.
Article 17 Special members shall have the duties prescribed in Article 13 (1), (2), (3), (4), (5) and (8) of the Articles of Association herein.
Special member may pay membership fees on a voluntary base.
Chapter Organizational Structure
Section 1 The Members General Assembly
Article 18 The Members General Assembly is the highest authority of the Association and shall be composed of all the members.
Article 19 The functions and obligations of the Members General Assembly shall be the following:
(1) To formulate and amend the Articles of Association;
(2) To review working reports of the Board and financial reports of the Association;
(3) To review work reports prepared by the Board of Supervisors;
(4) To elect and dismiss directors and supervisors;
(5) To decide on the merger, separation and termination of the Association;
(6) To decide on other matters that are subject to the review of the Members General Assembly.
Article 20 The Members General Assembly shall be held with attendance of at least two-thirds of the representatives of the voting members. Resolutions of the Members General Assembly shall be made by a majority of the members present and enjoying voting rights. Nevertheless, resolutions on Article 19 (1) and (5) of the Articles of Association herein shall be made by two-thirds majority of the members present and enjoying voting rights.
Article 21 The Members General Assembly shall be convened at least once every four years. Interim meetings shall be convened if the Board of Directors deems it necessary or more than one third of the members jointly propose the same.
Article 22 The Members General Assembly shall be presided over by the presidium of the meeting. The presidium shall be elected at preliminary meetings of the Members General Assembly.
Section 2 The Board of Directors
Article 23 The Board of Directors is the executive body of the Members General Assembly and is responsible for the daily operation of the Association during the closing period of the General Assembly. The Board shall report to the Members General Assembly.
Article 24 The Board of Directors is composed of member directors and non-member directors.
Article 25 Member directors shall be elected at the Members General Assembly. Non-member directors shall be appointed by the CSRC. The number of non-member directors shall not exceed one fifth of the total number of the directors.
Article 26 Member directors shall meet the following terms and conditions:
(1) (1) To be representative among the members;
(2) (2) To be capable to exercise the rights and discharge the duties of a member;
(3) (3) To support the work of the Association;
(4) (4) Other terms and conditions as required by the Members General Assembly.
Article 27 The duties of the Board are:
(1) (1) To prepare the Members General Assembly;
(2) (2) To implement resolutions of the General Assembly;
(3) (3) To report its work at the General Assembly;
(4) (4) To review annual work reports and financial reports of the Association;
(5) (5) To elect and dismiss the Chairman and the Vice-Chairman of the Association;
(6) (6) To decide on expulsion of the member;
(7) (7) To formulate and promulgate self-regulatory rules, professional standards and business norms of the Association;
(8) (8) To commend, reward or punish a member;
(9) (9) To decide on other matters that is subject to the review of the Board.
Article 28 The Board shall hold a meeting at least once a year. Interim meetings shall be convened if the Standing Committee of the Board deems it necessary or more than one third of the directors jointly propose the same.
Article 29 A meeting of the Board shall be held at the presence of at least two-thirds of all the directors. Resolutions shall be made by a majority vote by the directors present.
Article 30 The Association may establish special committees as needed. Administrative measures on special committees shall be provided separately by the Board of Directors.
Section 3 The Standing Committee of the Board
Article 31 The Association shall have a Standing Committee of the Board responsible to the Board of Directors.
Article 32 The Standing Committee of the Board shall be composed of the Chairman, Vice Chairman, the Secretary-General and non-member directors. The number of non-member directors shall not exceed one third of the total number of all the members of the Standing Committee of the Board.
Article 33 The Standing Committee of the Board shall have the following duties:
(1) (1) To convene and preside over a meeting of the Board of Directors;
(2) (2) To arrange to carry out the resolutions of the Members General Assembly and that of the Board of Directors;
(3) (3) To formulate annual work plan of the Association;
(4) (4) To approve budget and final accounts of the Association;
(5) (5) To appoint the Secretary-General according to the Chairmans nomination;
(6) (6) To decide establishment, merger, and dissolving of special committees;
(7) (7) To decide daily administrative bodies of the Association;
(8) (8) To exercise duties of the Board of Directors as prescribed in Article 27 (1), (2), (6), (7) and (8), and such other duties of the Board as stipulated in other articles of the Articles of Association herein during the closed period of the Board of Directors;
(9) (9) To carry out various works authorized or entrusted by the CSRC.
Article 34 The Standing Committee of the Board shall meet at least once every six months or whenever the Chairman deems it necessary.
The President of the Board of Supervisors may attend the meeting of the Standing Committee of the Board without vote.
Article 35 A meeting of the Standing Committee of the Board shall be held at presence of at least two thirds of the members of the Committee. The resolutions shall be made by a majority vote by the members of the Committee present.
Section 4 The Chairmans Administrative Board, the Chairman and the Secretary-General
Article 36 The Association shall have one full-time chairman and several Vice Chariman, elected by the Board of Directors. The Chairman and Vice Chairman shall have a term of four years and may serve consecutive terms if reelected upon expiration of his term of office. The Association may decide the number of Vice Chairman necessary. The Chairman and the full-time Vice Chairman shall be nominated by CSRC.
Article 37 The Association shall have a Chairmans Administrative Board Composing of the Chairman, full-time Vice chairman, the Secretary-General, Assistant Secretary-General and such other people appointed by the President.
Article 38 The Chairmans Administrative Board shall perform the following functions:
(1) (1) To carry out resolutions of the Members General Assembly, the Board of Directors and the Standing Committee of the Board;
(2) (2) To decide on significant matters in daily work of the Association.
Article 39 The Association shall adopt the chairman responsibility system the Chairman shall be the legal representative of the Association.
Article 40 The Chairman of the Association shall exercise the following roles and functions:
(1) (1) To convene and preside over the meeting of the Standing
Committee of the Board and the Chairmans Administrative Board;
(2) (2) To charge the daily administrative work of the Association;
(3) (3) To arrange to carry out the annual work plan, budget and final accounts of the Association;
(4) (4) To nominate the Secretary-General
(5) (5) To engage experts in and out of the industry to be advisors of the Association;
(6) (6) To appoint Assistant Secretary-Generals and Chief Officers of the special committees;
(7) (7) To appoint Chief Officers for daily administrative bodies of the Association and to review full-time employees of the Association;
(8) (8) Other functions granted by the Standing Committee of the Board.
Vice Chairman shall assist the Chairman in work. In the event that the Chairman cannot perform his duties for certain reason, the Vice Chairman designated by the Chairman shall discharge his duties instead.
Article 41 The Association shall have one secretary-general and several vice assistant secretary-generals.
Article 42 The Chairman, Vice Chairmen, the President of the Board of Supervisors and the Secretary-General of the Association shall meet the following terms and conditions:
(1) (1) Meet the basic conditions set forth by the Ministry of Civil Affairs for position of chief officers of public organizations;
(2) (2) Have great influence and good reputation in the securities industry;
(3) (3) Have more than five-years work experience in the securities industry;
(4) (4) Be keen on the work of the Association;
(5) (5) Other terms and conditions as required by the Members General Assembly.
Section 5 The Board of Supervisors
Article 43 The Association shall have a Board of Supervisors composed of all supervisors. The ABS is the supervising body the work of the Association.
Article 44 The duties of the Board of Supervisors are:
(1) To supervise implementation of the Articles of Association and resolutions of the Members General Assembly and report to the Members General Assembly;
(2) To attend the meeting of the Board of Directors without vote and supervise the work of the Board of Directors;
(3) (3) To elect and dismiss the President and the Vice-President of the Board of Supervisors;
(4) (4) To examine financial reports of the Association and report to the Members General Assembly the results of the said examination.
Article 45 The supervisors shall be elected at the Members General Assembly. The terms and conditions for the position of supervisors shall refer to those for member directors as prescribed in Article 26 of the Articles of Association herein.
Article 46 The directors of the Association cannot concurrently hold the post of supervisors, and vice versa.
Chapter V Assets
Article 47 The Association has following sources of revenues:
(1) (1) Membership fees;
(2) (2) Government at financial support and social donations;
(3) (3) Incomes from activities conducted and services offered within the approved business scope; and
(4) (4) Other legal incomes.
Article 48 Membership fees shall be collected in accordance with measures approved by competent government authorities.
Article 49 The funds of the Association shall be used in the purposes in line with the business scopes prescribed in this Articles of Association and in the development of the industry. The funds shall not be allocated among the members.
Article 50 The Association shall formulate a strict financial resources management system, assuring the validity, facticity, accuracy and integrity of the financial data.
Article 51 The Association shall employ accountants with professional qualification. The accountants and cashiers shall be separated. The accountants shall audit the financial data and inspect financial status. The accountant should hand over to his or her successors in advance shall he or she leave the post.
Article 52 The Association shall manage its assets in accordance with the financial resources management policies stipulated by the government and accept the supervision from the Members GA, the Board of Supervisors and financial authorities of the government.
Article 53 The Association shall be audited by the CSRC or the Ministry of Civil Affairs prior to expiration of the office term of the Board or appointment of a new legal representative.
Article 54 Any organization or individual shall not be allowed to seize, allocate or misappropriate the assets of the Association.
Article 55 Wages, insurance and welfare treatments for the Association employees shall be d
