The Financial
Technical Analysts' Society of Southern Africa
(Established 1994)

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ARTICLES OF ASSOCIATION
OF

THE TECHNICAL ANALYST'S SOCIETY OF SOUTHERN AFRICA

 

INTERPRETATION

  1. In these Articles:

    1. "Association" means this Company,

    2. "Board" means the Board of Directors of this Company;

    3. "Law" means the Corporations Law for the time being in force.

    4. "Officer" means a Director, Secretary, Executive Officers or employees of the Association.

    5. "Seal" means the common seal (logo) of the Association;

    6. "Secretary" means any person appointed to perform the duties of a Secretary of the Association pursuant to these Articles.

    7. words or expressions contained in these Articles shall be interpreted in accordance with the provisions of the Acts Interpretation Act of the Commonwealth as amended and in force at the date at which these Articles become binding on the Association; and

    8. the singular shall include the plural and vice versa.

  2. PURPOSE OF THE ASSOCIATION

  3. The Association is established for the purpose set out in the Memorandum of Association.

  4. MEMBERSHIP

  5. Members of the Association shall consist of life members and members, pursuant to these Articles.

  6. LIFE MEMBERS

  7. The Board may appoint as a life member of the Association any member who has in its opinion made a valuable or significant contribution to the Association and any life member so appointed shall be entitled for life to all the privileges of membership enjoyed by a member without payment of annual subscriptions.

  8. PRIVILEGES AND OBLIGATIONS OF MEMBERS

  9. A life member or member shall be entitled to attend and vote at general meetings of the Association. Each member so entitled to vote shall have one vote.

  10. Each life member and member shall furnish to the Secretary particulars of his address, private and business, and of the official position he occupies and such other information as the Board shall from time to time require and in addition shall inform the Secretary of any changes thereto from time to time.

  11. CONDITIONS GOVERNING MEMBERSHIP

  12. Each application for membership shall be made to the secretary upon a form provided by the Association, properly completed and shall be accompanied by a remittance in payment of the annual membership fee.

  13. The Board shall determine the annual membership fee and the due date for payment.

  14. Any member shall be entitled to resign his membership on giving notice in writing of his intention to do so.

  15. Any member who has failed to pay his annual membership fee within thirty days of the due date shall be excluded from membership and his name shall be removed from the Register of Members,

  16. DISCIPLINARY COMMITTEE

  17. There shall be appointed each year by the Board from its members a disciplinary committee consisting of not less than 3 members of whom 2 shall form a quorum for the purpose of investigating questions relating to qualifications of members, manner and conditions of admission, privileges, obligations, expulsions and suspensions of membership together with questions of professional practice generally and of making recommendations to the Board.

  18. Where a member has:

    1. become incapable through mental infirmity of managing his affairs; or

    2. been convicted by a competent tribunal of an offence which is in the opinion of the disciplinary committee discreditable to. or against the interests of the

      Association; or

    3. been guilty of conduct which is in the opinion of the disciplinary committee dishonourable or unprofessional or likely to bring the Association into disrepute or has committed a breach of these Articles or rules made pursuant thereto, or is otherwise discreditable to or has acted against the interests of the Association;

    the disciplinary committeeshall investigate the matter, and if it thinks fit, report to the Board with recommendations for disciplinary action under the next succeeding article.

  19. Any member subject to investigation by the disciplinary committee shall before the disciplinary committee reports to the Board receive a notice of a meeting at which his case will be considered by the committee and he shall be entitled either personally or by some other person appointed by him in writing to appear at such meeting of the committee to be heard in explanation of his conduct and to tender to the committee in writing any explanation of his conduct or any submissions in respect thereof.

  20. The Board shall at a meeting consisting of not less than two thirds of its members consider any case reported to it by the disciplinary committee and may upon passinga resolution specifying the reason for its action by a majority of not less than three fourths of those present and voting, exclude the member from membership and remove his name from the register of members, or suspend all or any of his rights of membership or to reprimand him. Any action taken by the Board pursuant to this article shall not prejudice the rights of the Association to recover any arrears of subscription or any other moneys owing to the Association from the member

  21. BOARD

  22. The Board shall consist of no less than six members or such other number as determined by the Board from time to time, elected by the members for a period of two years.

    1. Any member of the Association who may wish to nominate a life member or member for election to the Board shall cause to be delivered to the Secretary, at least 3 days prior to the meeting at which the nomination is to take place, a written notice addressed to the Secretary, signed by such life member or member and stating the name of the person whom he wishes to nominate and the name of another life member or member who will second such nomination, accompanied by a written undertaking by the nominee to serve on the Board if elected.
    2. No such nomination shall be valid if the life member or member nominated, their nominator or seconder, owes any money to the Association.

    3. If the candidates validly nominated are not more in number than the vacancies, the persons so nominated shall, as from the next Annual General Meeting of the Association, be deemed to be duly elected members of the Board.

    4. If the candidates nominated are more in number than the vacancies, any candidate may withdraw or, with his consent, be withdrawn by his nominators in writing, but if the candidates still remain in excess of the number to be elected, the outgoing Board will determine Board appointments to fill vacancies.  The incoming Board may from time to time co-opt further Board appointments by a decision of at least two thirds of the board members present and voting, whether such co-opted appointees are nominated in general meeting or not.

  23. After election to office the Board shall elect every two years from its members a President, Vice-President, Secretary and Treasurer. In the event of the office of President, Vice-President, Secretary or Treasurer becoming vacant, the council shall elect such member or members as may be necessary to fill such vacancy or vacancies.

  24. Upon the expiration of their terms of office the retiring board members shall be eligible for re-election.

  25. In the event of a vacancy or vacancies occurring on the Board the Board shall be entitled to elect a member to such vacancy and that member shall hold office to the end of the next two years appointment of Board members.

  26. A member of die Board may resign by posting a notice of his intention to resign to the secretary and the resignation shall have effect upon the expiry of thirty days from the date of posting such notice or the date on which the notice is lodged with the secretary or upon its earlier acceptance by the Board.

  27. The office of a member of the Board shall be vacated if the member..

    1. resigns his office by notice in writing;

    2. ceases to be a member or is suspended or excluded for any period;

    3. is absent from two consecutive meetings of the Board without reasonable cause, upon the vote of at least two thirds of the Board;

    4. becomes prohibited from being a director of the company by reason of any order made under the company law;

    5. becomes incapable through mental infirmity of managing his affairs,

  28. Seven days notice of a meeting of the Board, or not less than twenty four hours notice in the case of an emergency, shall be delivered or sent to each member of the Board at the address furnished to the secretary for this purpose. The non‑receipt of notice by a member shall not invalidate the proceedings of any meeting.

  29. POWERS AND DUTIES OF THE BOARD

  30. The business of the Association shall be managed by the Board which may pay an expenses incurred in promoting and registering the Association and administering it, and may exercise all such powers of the Association as are not, by the company law or by these Articles, required to be exercised by the members in general meeting, provided that the exercise of such powers is not inconsistent with these Articles or as may be prescribed by the members in general meeting; provided that any rule, regulation or by-law of the Association made by the Board may be disallowed by the members in general meeting and provided further that no resolution of or regulation made by the members in general meeting shall invalidate any prior act of the Board which would have been valid if that resolution or regulation had not been passed or made.

  31. The Board may exercise the power to borrow money, limited however to an amount equal to the annual membership fees for the previous financial year and to mortgage or charge its property or any part thereof, and to issue debentures and other securities whether or outright or as security for any debt, liability or obligation of the Association.

  32. All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts for moneys paid to the Association shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two members of the Board or in such other manner as the Board may from time to time determine.

  33. The Board shall appoint, employ, engage, remove, discharge and dismiss all employees as it may consider necessary and shall regulate their duties and fix their salaries or remuneration.

  34. The Board shall cause minutes to be made:

    1. of all appointments of officers and employees other than casual employees;

    2. of names of members of the Board present at meetings of the Board and general meetings of the Association and

    3. of meetings of Board and general meetings of the Association.

  35. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

  36. The Board may delegate any of its powers to one or more committees. Any committee so formed shall conform to any regulations that may be imposed by the Board and subject thereto shall have power to co‑opt any member or members of the Association provided that any member so co‑opted shall have no vote.

  37. PROCEEDINGS OF THE BOARD

  38. Meetings of the Board shall be summoned by the Secretary under the direction of the President or the Vice President or of any three other elected members of the Board.

  39. Questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board.

  40. An elected member of the Board may appoint a proxy, who shall be a member of the Association or another member of the Board, for the purpose of attending a meeting of the Board and such proxy shall be entitled to vote for or against any of the Board. The Secretary shall record in the minutes of a meeting the fact that any member of the Board has voted by a duly authorised proxy.

  41. Each elected member of the Board shall have one vote.

  42. A member of the Board shall not vote in respect of any contract or proposed contract with the Association in which he is interested, directly or indirectly, or any matter arising therefrom, and if he does so vote his vote shall not be counted.

  43. The quorum necessary for the transaction of the business of the Board shall be four elected members.

  44. The President shall preside as Chairman at every meeting of the Board or if there is no president, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, the Vice=President shall be Chairman or if the Vice-President is not present at the meeting then the Secretary.

  45. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and entitled to vote.

  46. All acts done by a meeting of the Board or a sub‑committee or by any person acting as a member of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting aforesaid, or that the members of the Board or any of them were disqualified, be as valid as if every such person has been duly appointed and was qualified to be a member of the Board.

  47. A resolution in writing signed by all the members of the Board for the time being entitled to receive notice of a meeting of the Board, or their proxies, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more members of the Board, or by their duly appointed proxy appointed pursuant to Article 32.

  48. EXAMINATIONS

  49. The examinations conducted by the Association or approved as qualifications shall be such as the Board may from time to time determine.

  50. The Board shall have power to make, alter or amend or revoke, from time to time such rules, regulations or by‑laws as may be necessary concerning all matters relating to examinations.

  51. The Board may employ any part of the funds of the Association on the provision of prizes, scholarships, grants or other rewards or distributions in connection with the subjects of the examination held by the Association, or otherwise, provided that such prizes shall not be awarded except to successful candidates at a bona fide examination or competition.

  52. The Board may certify under its hand and seal that a member has successfully passed the examinations conducted by the Association.

  53. GENERAL MEETINGS

  54. An annual general meeting of the Association shall be held in accordance with the provisions of the company law. All general meetings other than the annual general meetings shall be extraordinary general meetings.

  55. A general meeting of the Association shall be convened by the secretary on a resolution of the Board requiring that such a meeting be convened or, within three months after receipt of a notice in writing signed by not less than ten percent of the members of the Association.

  56. Subject to the provisions of company law relating to special resolutions and agreements for shorter notice, twenty one days notice at least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which notice is given) specifying the place, the day and the hour of the meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Association.

  57. PROCEEDINGS AT GENERAL MEETINGS

  58. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. At every general meeting ten percent of members personally present shall form a quorum. If at any such meeting a quorum be not present within half an hour of the time appointed for holding the meeting, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to a day and hour and at place fixed by the majority of the members present and at such adjourned meeting the members present shall form a quorum.

  59. The Chairman of any annual or general meeting may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

  60. VOTES OF MEMBERS

  61. At any general meeting a resolution put to the vote of a meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by at least fifty percent of members present in person or by proxy. Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Association shall be conclusive evidence of fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. A demand for a poll may be withdrawn.

    If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded,

  62. The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

  63. No poll shall be demanded on any question of adjournment, The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted to an adjourned meeting.

  64. Votes may be given either personally or by proxy.

  65. The instrument appointing a proxy shall be in writing under the hand of the appointor.

  66. No person shall be appointed a proxy unless he is a life member or member of the Association. Every instrument of proxy shall be in the form or to the effect following: ‑

  67.                                       Technical Analystís Society of Southern Africa

    I,

    of

    being a member of the ëTechnical Analysts of Southern Africa and being entitled to vote hereby appoint

    of

    or the Chairman of the meeting

    as my proxy to vote for me and on my behalf at the Annual or Extraordinary General Meeting of the Association to be held on the

    day of      20   and at any adjournment thereof.

    * My proxy is directed to vote as directed below.

    Resolution I‑   for/against

    Resolution 2‑ for/against

    Resolution 3 ‑                for/against

    Signed this                     day of                                                            20

                           ................................................ .......

    *If you do not either circle or delete, as appropriate, the words for/against then your proxy is authorised to vote as he sees fit.

  68. The instrument appointing a proxy shall be deposited at the registered office of the Association or at some other place as is specified for that purpose and the notice convening the meeting not less than forty eight hours before the time for holding the meeting at which the person named in such instrument is proposed to vote, and shall be available only for the meeting named therein, or for any adjournment of such meeting,

  69. The President of the association shall preside as Chairman at every general meeting of the Association or if there is no president or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice‑President shall be the Chairman or if he is not present or is unwilling to act then the Secretary shall be the Chairman or if he is not present or is unwilling to act then the members present shall elect one of their number to be the Chairman of the meeting.

  70. ACCOUNTS

  71. The Board shall cause proper accounting and other records to be kept and distributed to members copies of such annual balance sheets and profit and loss accounts (including every document required by company law to be attached thereto) accompanied by a copy of the auditor's report thereon as required by law, provided however that the Board shall cause to be made out and laid before each Annual General Meeting a balance sheet and profit and loss account to the previous financial year end.

  72. AUDIT

  73. The members shall appoint a properly qualified auditor who shall hold office until the Board terminates such appointment.

  74. SEAL

  75. The Board shall provide for the safe custody of the seal and such seal shall never be used except by the authority of the Board. The affixing of the seal to any document shall be attested by two members of the Board, one of whom must be either the President, the Vice President or the Secretary or in such other manner as the Board may from time to time determine.

  76. NOTICES

  77. A notice may be given to the Association or to any member either personally or by sending it by post, or email to the member at the address, supplied by him to the Association for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected within 5 days of the posting of a registered letter, containing the notice, and to have been effected on the date of actual delivery, or in the case of e-mail ñ the e-mail notice concerned will be deemed to be delivered within 24 hours of sending if the sender can show that no ìmessage undeliverableî or similar message was received by sender.

  78. Notice of every general meeting of the Association shall be given in any manner herein before authorised to every member of the Association except those members who have not supplied the Association an address for the giving of notices to them.

  79. No other person shall be entitled to receive notices of general meetings.

  80. WINDING UP

  81. The provisions of clause 8 of the Memorandum of Association relating to the winding up or dissolution of the Association shall have effect and be observed as if the same were repeated in these Articles.

  82. INDEMNITY

  83. To the extent permitted by law every member of the Board, Auditor and other Officer for the time being of the Association shall be indemnified on a full indemnity basis out of the assets of the Association against any liability incurred by him in defending any proceedings whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the company law in which relief is granted to him by the court in respect of any negligence, default, breach of duty or breach of trust arising out of the carrying out of the duties of such office.

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