Articles of Association
CHAPTER I GENERAL PRINCIPLES
The name of the association is China Futures Association, abbreviated as CFA.
China Futures Association (hereinafter referred to as (“CFA”), a national self-disciplinary organization of futures industry founded according to Regulations for Registration and Management of Social Organizations and Regulation on the Administration of Futures Trading, is a nonprofit social entity organization.
Missions of CFA: Under the premise of centralized and unified supervision and management on futures industry by the country, CFA aims at realizing self-regulation management on futures industry; exerting the bridge and link roles between government and futures industry, to serve the members and safeguard the legitimate interest of them; sticking to the openness, fairness and justice of futures market, to keep just competition order of futures industry, protect investor’s interests and promote the standardized development of futures market.
According to the constitution of the Communist Party of China, the association establishes the organization of the Communist Party of China, carries out the party's activities, and provides necessary conditions for the activities of the party organization. The Party committee of CFA should play a leading role, take the direction, manage the overall situation and ensure the implementation, discuss and decide on major issues of CFA in accordance with the provisions, and ensure that the guidelines and policies of the party and the state are fully implemented in CFA. In the process of carrying out activities, CFA should abide by the constitution, laws, regulations and national policies, practice the socialist core values, and abide by social morality.
CFA is subjected to the operational guidance, supervision, and administration of the competent authorities in charge of its business operation, which are the China Securities Regulatory Commission (hereinafter as “CSRC”) and Ministry of Civil Affairs (hereinafter as “MCA”) of People’s Republic of China.
CFA is registered in Beijing, the People’s Republic of China.
CHAPTER II PURPOSES
Educate and organize members and futures employees to abide by laws, regulations and policies of futures industry.
Formulate self-regulation rules for the industry, supervise and inspect the practices of members and futures employees, perform disciplinary punishment on violation of the article and self-regulation rules.
Organize the construction of the honesty of futures industry, establish and perfect honesty evaluation system and incentive and restraint mechanism of futures industry, and carry out honesty supervision.
Be responsible for accrediting, managing and revoking the qualification of futures employees, organizing futures qualification exam and senior manager qualification exam of futures companies, and competence exam of other professional qualifications authorized by laws and regulations and regulatory documents of CSRC.
Formulate code of conduct and standard of practice for futures industry, participate in credit rating of the industry, promote the construction of the culture of integrity and join in the preparation of industrial and technical standards concerning futures.
Conduct the protection and education for investors in the industry, supervise and urge members to the protection for the legitimate rights and interests of investors in futures and other derivatives markets.
Accept customer complaints regarding futures business and mediate the disputes between members or member and customers.
Serve the members, safeguard the legitimate interest of members, and actively reflect the problems, suggestions and requirements of members during business activities to CSRC and national department concerned. Guide the futures industry in serving the real economy and fulfilling the social responsibility.
Formulate and implement talent development strategy of futures industry, strengthen talent team construction of futures industry, perform continuous education and business training on futures employees.
Establish special fund and provide financial support for talent training, investor education or other special careers of futures industry.
Carry out self-regulation management on the network security and information technology of the futures industry. Strengthen the cybersecurity and further develop technology of the futures industry.
Collect and manage futures information, carry out business exchange among members,
organize members to study the development of futures industry, put forward suggestions for relevant policies, laws and regulations, promote business innovation.
Strengthen the communication and contact with news media, hold futures market publicity for industry development, honor and award the members and futures employees with outstanding contributions in the industry, organize business competition and cultural activity.
Carry out international exchange and cooperation of futures industry, join in international organization in name of China’s futures industry, promote relevant qualification authentication.
Carry out self-regulation management on the trading of specified domestic futures products and other related business activities and other foreign business based on self-regulation rules.
Other responsibilities provided by laws and administrative regulations, those granted by CSRC and other duties decided by the general meeting
CHAPTER III MEMBERSHIP AND OBSERVER
To apply for a membership of CFA, one shall:
-Abide by the Article of Association;
-Carry out futures related businesses in accordance with laws and regulations;
-Comply with other requirements as required by CFA.
There are three types of membership of CFA: regular members, special members and associate members.
-Regular members comprise of futures companies or other institutes that are engaged in the futures and derivatives business under the permission of CSRC or law.
-Special members comprise of futures exchanges which are under the permission of CSRC, the monitoring agency for the safety depository of futures TEXT-ALIGN: left" align=left>-Associate members comprise of other futures associations that are approved by the local civil affairs departments, futures service organizations as well as other futures and derivatives business related institutions.
Futures companies and other organizations specialized in futures business shall join CFA; The institutions specified in Article 24, paragraphs 3 and 4, may join CFA with the approval of CFA.
The registration system is implemented for members to join CFA. When applying to join CFA, members shall register according to the requirements of CFA.
Any applicant for membership shall file an application in the manner provided by CFA.
Each member shall appoint a delegate to carry out its duties and responsibilities on its behalf in CFA. The delegate shall be the legal representative or the main person in charge or the authorized senior management. Each member shall advise CFA in writing of the change of the delegate should be changed.
Members are entitled to the following rights:
-Regular members and special members have the right to elect, or to be elected as well as voting rights;
-Requesting CFA to defend its legitimate rights and interests from any infringement;
-Providing suggestions to the relevant supervisory authorities through CFA;
-Participating in the activities organized by CFA and receiving services provided by CFA;
-Criticizing, suggesting and supervising the daily work of CFA;
-Requesting hearings, statements and arguments when sanctions being imposed by CFA;
-Others rights adopted by the resolutions of the General Meeting.
Members shall fulfill the following responsibilities:
-Complying with this Article of Association and other self-regulation rules;
-Implementing the decisions made by CFA;
-Paying membership fees;
-Supporting the work of CFA and safe guarding the interests of the industry
-Actively participating in the activities organized by CFA;
-Providing suggestions, relevant business data and materials necessary for association to carry out its duties;
-Accepting the supervision and inspection of CFA;
-Fulfilling the obligation of announcement under the provisions of CFA;
-Other duties adopted by the resolutions of the General Meeting.
Termination of Membership:
-When two or more members merge, a new membership shall be taken by the surviving units or new units of inheritance; the original memberships are automatically terminated;
-Membership is revoked;
-Cancellation of membership by CFA as a punishment;
-Withdrawal of Membership.
Overseas traders and overseas brokers directly engaging in the trading of specified domestic futures products in futures exchanges, institutions engaging in futures and other derivatives business with the with the approval of overseas securities and futures regulatory agencies, or overseas associations of the futures industry, may apply to join CFA as observers.
The observer should support the work of CFA and safe guarding the interests of the industry.
The observer has the right to elect, or to be elected as well as voting rights.
CHAPTER IV ORGANIZATION STRUCTURE
Section 1 The General Meeting
The highest authority of CFA is the General Meeting which shall have the following duties:
-Formulating and amending the Articles of Association;
-Reviewing the working reports and financial reports prepared by the Council of the association;
-Electing and removing directors of regular members;
-Formulating and amending membership fees standards;
-Making decisions about merger, separation and termination;
-Making other major decisions.
The General Meeting can be convened only when more than two-thirds of regular members and specials members; its resolutions can only take effect after being passed by more than half of the presenting members.
Formulating and amending of the Articles of Association, as well as making decisions such as merger, separation and termination of the association, can only take effect after being passed by two-thirds of the presenting members.
The General Meeting is organized by the Council and held every four years. An interim General Meeting may be held if the Council of the association considers it is necessary or more than one-third of members submit a joint motion requesting for such a meeting. In case a term needs to be terminated in advance or extended under special circumstances, it shall be voted for by a majority of the members of the Council, and be subject to the review by CSRC and the approval of MCA, and the term shall not be extended by more than one year.
Section2 The Council
The Council refers to the standing authority of CFA during intersession of General Meeting, which is responsible for General Meeting. The Council shall fulfill the following responsibilities:
-Preparing and convening the General Meeting, and implementing and executing resolutions passed by the General Meeting;
-Reporting the annual work report and financial report to the General Meeting;
-Establishing Professional Committee and Special Fund Management Committee；
-Nominating or discharging the Chairman and the fulltime Vice Chairman;
-Nominating or discharging Secretary General and vice Secretary General;
- Nominating or discharging the chairmen and vice chairmen of the Professional Committee;
-Removing any defaulting director when the General Meeting is not in session;
-Making and implementing self-regulation rules, industry standards, and business scope;
-Making annual work plan and financial budgeting;
-To decide accession and secession of members;
-To reward and punishment of members;
-To perform and exercise other functions.
The Council is composed of member directors, special member directors, and non-member directors.
Member directors shall be nominated by the Council, or be suggested by more than one fifth of the total numbers of regular members and special members, and be elected by the General Meeting.
Special members are directors by default.
Non-member directors shall be appointed by CSRC. The number of non-member directors shall not exceed one fourth of the total number of the directors.
Directors of the Council shall serve for a term of four years and can be reelected.
Eligibility for directors of the Council:
-Having certain representativeness among CFA members;
-Capable of exercising their rights and fulfilling their obligations;
-Supporting the works of CFA and actively participating in the activities organized by CFA;
-Honesty, standardized operations, and self-discipline;
-Having Social responsibility and industry mission and having an influence in the industry;
-Other prerequisites set by the General Meeting of CFA.
In the General Meeting’s closing session, if any member director does not meet the above conditions, the Chairman shall ask the Council to suspend its eligibility.
The representative of member director should have the following qualifications:
-Should be a senior executive of a member director. The representative of a futures company should be the General Manager or the Chairman of the Board serving as the legal representative of the company;
-Having more than 3 years working experience in financial industry;
-Having social responsibility and having an influence in the industry;
-Didn’t receive any disciplinary or administrative penalties from CSRC within three years;
-Other prerequisites set by the General Meeting of CFA.
If the representative of Member Director does not meet employment criteria, Member Director should change the representative. Before the change, the Council should have suspended its governing eligibility.
After changing, the new representative shall meet the requirements of this Article and shall be approved by the Council.
The Council shall convene at least once a year;
An interim Council meeting can be held if Chairman’s office considers it is necessary or more than one-third of the Council members submit a joint motion for its convocation.
Normally the meeting is in the form of an on-spot meeting. In special cases, the meeting may be held through communication modes.
The Council meeting can be convened only when more than two-thirds of members are present, and its resolutions can only take effect after being passed by the two-thirds of the presenting members.
Section3 The Chairman’s Office Meeting and Persons in Charge
CFA shall have one fulltime Chairman, several fulltime Vice Presidents and part-time Vice Presidents, and one fulltime Secretary-General, several fulltime Vice Secretary-General.
Chairman and fulltime Vice Presidents are nominated by CSRC and elected by the Council. Part time Vice Presidents are nominated by the Chairman and elected by the Council. Secretary-General and Vice Secretary-General are recommended by the CSRC, nominated by the Chairman and hired by the Council.
To be and being the Chairman, Vice President, and Secretary-General, one must:
-Enjoy a comparatively great influence and a good reputation in the industry;
-Has more than three years working experience related to futures business’
-Have strong organizational and coordination skills;
-Honor the works of CFA;
-No more than 70 years old, secretary general is full-time;
-In good health, with full capacity for civil conduct;
-No criminal punishment of deprivation of political rights;
-Satisfy any other requirements specified by the General Meeting.
The Chairman, Vice President, and Secretary-General shall serve for a term of four years. The Chairman and Vice Presidents may not serve for more than two successive terms if not approved by CSRC and Ministry of Civil Affairs.
The Chairman of CFA is the legal representative. The legal representative shall sign relevant important documents on behalf of CFA and perform and exercise the following functions and powers:
-To preside over the General Meeting;
-To convene and preside over the meetings of the Council and the Chairman’s Office Meeting;
-To organize and implement of the regulations，the resolutions, the work plan, and financial budget of the General Meeting, the Council, and the Chairman’s Office Meeting ;
-To inspect the implementation of resolutions of the General Meeting, the Council and the Chairman’s Office Meeting;
-To nominate part-time Vice Presidents, Secretary General, Vice Secretary General, chairmen and vice chairmen of the Professional Committee;
-To decide daily office solutions；
-To hire departments directors and full time employees;
-To perform other functions and authorities as empowered by the Council.
The Vice Presidents shall assist the Chairman in handling his works. Shall the Chairman be unable to perform his duties for some reasons, the Vice Chairman appointed by the Chairman will, on the behalf of the Chairman, perform the duties. The legal representative of CFA can not serve as legal representatives of other societies.
CFA shall have a Chairman’s Meeting, which is composed of Chairman and Vice Presidents, General Secretary, Deputy General Secretary, and other personnel designated by the Chairman.
The Chairman’s Office Meeting shall perform and exercise the following functions and powers:
-To implement the resolutions of the General Meeting and the Council;
-To decide to convene an interim meeting of the Council;
-To decide on major issues in daily works.
The association has established Professional Committee and Special Fund Management Committee, which shall carry out business in accordance with the Council.
The professional committee is not qualified as a legal person, and the professional committee is composed of representatives of member and industry experts in corresponding professional fields.
CHAPTER V FUNDS AND ASSET MANAGEMENT
The sources of funds for CFA：
-Income from activities or services within the approved scope of business;
-Other legitimate income.
Financial resources of CFA shall be only used for business range and development stipulated in the Article. No assets or interests shall be distributed among members.
CFA shall establish a strict finance management system to ensure that all accounting documents are legitimate, faithful, accurate and complete.
CFA shall have qualified accounting personnel. Accounting personnel may not act as a cashier and must conduct accounting practice and accounting supervision. Before switching or leaving the position, an accountant shall hand over the works to successor.
Asset management of CFA shall be conducted in line with the financial management rule formulated by the State, and shall be subject to the supervision of the General Meeting and competent authorities of the State.
Any assets sourced from government allocation, social donations or funding must be subject to the supervision of the auditing authorities, and the related information shall be disclosed to the public in proper manners.
A financing audit is a must prior to the transition of its office terms or its legal representative.
No organization or individual may seize, distribute in private or embezzle the assets of CFA.
Wage, insurance and welfare of full-time staff shall be determined with reference to the relevant provisions of the State.
CHAPTER Ⅵ AMENDMENTS
The amendments to the articles of CFA shall be voted by the Council and adopted by the Membership General Meeting.
The amendments of the articles shall be reported to competent authorities within 15 business days after being adopted by the General Meeting. If approved, it shall be reported to societies registration authority with 30 business days for further review and ratification until it takes effect.
CHAPTER VII TERMINATION
The termination of CFA shall be voted and approved by the General Meeting and submitted to competent authorities for review and ratification.
Before termination, a liquidation group shall be formed under the guidance of CSRC to settle CFA’s debts and creditor’s rights and to deal with other matters arising from the termination. Only liquidation related activities will be carried out during the liquidation period.
CFA shall be immediately terminated after completing the cancellation of registration at MCA.
Under the supervision of CSRC and MCA, the remaining assets after CFA's dissolution shall be used to develop related business in line with CFA’s mission, which is in accordance with relevant state regulations.
CHAPTER VIII SUPPLEMENTARY
In these articles, "above" includes the number itself.
The Council is responsible for interpretation of the Articles.
These articles were voted through at the 5th General Meeting of CFA on September 15th 2018.
These articles shall take effect from the date approved by MCA.