ARTICLES OF INCORPORATION
PRESENTED FOR FILING BY:
ARTICLES OF INCORPORATION
1. Name of Company/Company No.
The Guyana Association of Securities Companies and Intermediaries Incorporated
2. The classes and any maximum number of shares that the company is authorised to issue:
10 ordinary shares; minimum sale price $100,000: each
3. Restrictions if any on share transfers
See Schedule A attached
4. Number (or minimum and maximum numbers) of Directors
Minimum 3 Maximum 8
5. Restrictions if any on business the company may carryon
See Schedule B attached
6. Other provisions if any
7. Incorporator Signature
The restrictions on the transfer of shares and debentures are as follows:
(1) The directors shall decline to register the transfer of a share to a person who is not registered by the Securities Council under Part IV of the Securities Industry Act.
(2) In case of the death of a member or debenture holder the survivor or survivors where the deceased was a joint holder, and the legal personal representative of the deceased where s/he was a sole holder, shall be the only person(s) recognized. by the Association as having any title to his share or debentures; but nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by him/her with other persons.
(3) Any person becoming entitled to a share or debentures in consequence of the death or bankruptcy of a member or debenture holder may, upon such evidence being produced as may from time to time properly be required by the directors and subject as hereinafter provided, elect either to be registered himself/herself as holder of the share or debentures or to have some person nominated by him/her registered as the transferee thereof, but the directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share or debentures by that member of debenture holder before his/her death or bankruptcy, as the case may be.
(4) A person becoming entitled to a share by the death or bankruptcy of the holder shall be entitled to the same advantages to which s/he would be entitled if s/he was the registered holder of the share except that s/he shall not, before being registered as a member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Association; but the directors may at any time give notice requiring any such person to transfer the share or to be registered himself/herself.
(5) A person who becomes entitled to a share by the death or bankruptcy of the holder may apply for membership of the
Association and if the application is accepted the Association shall register the transfer of the share to that person. If the application is rejected or the person elects not to apply for membership of the Association, the Association shall purchase the share at the price paid by the holder.
(6) Shares purchased by the Association pursuant to paragraph (5) may be resold by the Association to eligible persons.
The objects for which the company (hereinafter called the Association) is established are:
(1) to be a registered self-regulatory organisation and for such purpose to do all things which in the opinion of the Association may be necessary or desirable in order that the association may at all times be a registered self-regulatory organisation under Part III of the Securities Industry Act 1998;
(2) to organize the securities market for the purpose of trading in securities;
(3) to regulate the affairs, management and conduct of business of members of the Association and in relation to such regulation to do such acts and things as the Association may consider necessary or desirable;
(4) to establish just and equitable principles in the transaction of business through the Association;
(5) to act as arbitrator in the settlement of any dispute or difference between members of the Association, and between members and their customers, arising in the course of business;
(6) to receive, disseminate, and archive reports of all transactions in publicly traded securities and to publish outstanding bids and offers of securities and/or quotations by dealers and market makers;
(7) to make, issue, monitor and enforce rules, regulations, guidance, and codes of practice. for the supervision, investigation and conduct of business carried on by members of the Association, including, without prejudice to the generality of the foregoing, rules, regulations guidance and codes of practice relating to the admission to, suspension, expulsion or termination of or from, membership of the Association;
(8) to co-operate, by the sharing of information or otherwise, either within Guyana or outside, with any authority body or person for the time being having responsibility for the supervision or regulation of securities business or other financial services or for the enforcement of law;
(9) to promote, conduct or arrange courses and facilities for training and examination in securities business and in all matters related thereto (including the licensing of members' representatives); and to issue certificates and diplomas in connection therewith;
(10) subject to the approval of the Council, to alter amend or rescind any rules, regulations, guidance or codes of practice made and issued by the Association from time to time;
(11) to give advice and assistance to members of the Association and to their clients;
(12) to raise finance from members for the purposes of the Association by the collection of registration charges, contributions, levies, annual subscriptions or such other means as may be thought expedient;
(13) to establish and maintain professional and social contacts with financial markets and associations in all parts of the world;
(14) to own and publish journals, magazines, books and other works and publications and to produce and publish films and other visual aids relating to securities business or investment;
(15) to organize, promote, establish, assist and contribute to conferences, seminars, courses, exhibitions, shows and displays which may be of interest to market participants;
(16) to support or oppose changes in the law and to promote measures concerning securities business and investor protection;
(17) to carry on any other activity which the Association may consider capable of being conveniently carried on in connection with or as ancillary to any of the Association's objects or in furtherance of any of its objects;
(18) to purchase, take on lease, exchange, hire or otherwise acquire and hold for any estate or interest any real or personal property and any rights or privileges which the Association may consider necessary or convenient for the purposes of its activities;
(19) to, purchase, subscribe for or otherwise acquire and hold and deal in any securities of any other self-regulatory organisation;
(20) to purchase or otherwise acquire all or any part of the property and liabilities of any person, firm or Association carrying on any activity within the objects of the Association and to conduct and carryon, or liquidate and wind up, any such activity;
(21) to pay for any property or rights acquired by the Association either in cash or debentures or partly in one mode and partly in another, and generally on such terms as the Association may agree;
(22) to borrow or raise money upon such terms and on such security as the Association may consider expedient and in particular by the issue or deposit of notes, debentures or debenture stock (whether perpetual or not) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Association both present and future;
(23) to stand surety for or to guarantee support or secure the performance of all or any of the obligations of any person, firm or Association whether by personal covenant or by mortgage, charge or lien upon the whole or any part of the undertaking, property and assets of the Association both present and future or by both such methods;
(24) to invest and deal with the moneys of the Association not immediately required for the purposes of its activities in or upon such investments and securities (including land of any tenure in any part of the world) in such manner as the Association may consider expedient and to dispose of or vary any such investments or securities;
(25) to lend money or give credit to such persons, firms or companies and on such terms as the Association may consider expedient and to receive money on deposit or loan from any person, firm or Association;
(26) to enter into any arrangement with any government or other authority, international, supreme, municipal, local or otherwise, and to obtain from any such government or authority any rights, concessions and privileges which the Association may consider conducive to its objects or any of them;
(27) to indemnify and secure harmless officers of the Association and other persons, to the extent permitted by law, in respect of actions, costs, charges, losses, damages and expenses incurred or sustained in or about the execution of their duty or supposed duty with regard to the Association;
(28) to remunerate in such manner as the Association may consider expedient any person or firm rendering services to the Association or in or about its formation or promotion;
(29) to do all such other things as the Association may consider incidental or conducive to the attainment of the above objects or any of them;
(30) to pay all costs, charges and expenses incurred or sustained in or about the promotion and establishment of the Association, or which the Association shall consider to be in the nature of preliminary expenses.
COMPANIES ACT, 1991