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ARTICLES OF
ASSOCIATION
I.
PRELIMINARY
1.
TABLE "A" NOT TO APPLY
The
regulations in Table "A" in the First Schedule to the
Companies Ordinance, 1984 shall not apply to Exchange
except as reproduced herein or as required by law.
2.
INTERPRETATION
In
these Articles, unless the context or subject matter
otherwise requires:
(a)
"Board" means a meeting of the Directors of the Exchange
duly called and constituted or as the case may be the
Directors assembled at a Board.
(b)
"Exchange" means the Islamabad Stock Exchange (Guarantee)
Limited.
(c) "Month" means calendar month according to the
English Calendar.
(d) (i) "Member" means any individual or
firm or a body corporate entered in the Register of the
Members of the Exchange;
(ii)
"Corporate Member" means a member which is a company
incorporated under the Companies Ordinance 1984, (XLVII of
1984), a body corporate or a statutory corporation
incorporated under any law for the time being in force;
(e)
"Active
Member" means a Member who deals in securities business on
the Stock Exchange and is a member of Clearing House. An
active member shall be required to pay a Clearing House Deposit
to the Exchange as may be fixed by the Board from time to
time.
(f)
"Inactive Member" means a Member who is not an Active
Member of the Exchange.
(g)
"Ordinance" means the Companies Ordinance, 1984 as amended
from time to time.
(h)
"Chairman" means the Chairman of the Board of the Exchange
or as the case may be the acting Chairman.
-
"Director"
means the member of the Governing Body/Board of
Directors for the time being of the Exchange;
-
“Managing Director” means the Chief Executive of the
Exchange;
-
"Secretary" includes a person appointed to perform the
duties of a Secretary as specified in these Articles.
(i) "Seal"
means the common or official seal of the Exchange;
(j) "Section" means section of the Ordinance.
(k) Words importing masculine gender
include the feminine gender.
(l) Words importing singular numbers include the
plural number and vice versa.
(m) Expression referring to writing shall unless the contrary
intention appears, be construed as including references to
printing, telex, telegram, lithography, photography and
other modes of representing or reproducing words in a
visible form.
(n) The
head notes are inserted for convenience and shall not
affect the construction of these Articles.
(o)
Unless the context otherwise requires words or expressions
contained in these Articles shall bear the same meaning as
in the Ordinance at the date on which these Articles
become binding on the Exchange.
(p) The
amendments to these Articles shall be applicable from the
date of each amendment,
unless otherwise specified against the amendment.
II.
MEMBERS
A.
NUMBER
3.
NUMBER
(a) The
number of Members of the Exchange, for the purpose of
registration, is declared to be 200, which shall comprise
as under:
(i) 50% of the members shall be local residents of Rawalpindi
Division (Punjab), Tribal Areas, Federal Capital
Territories of Islamabad, Northern Areas, Azad Kashmir and
N.W.F.P.;
(ii) 15% of the members shall be Stock Brokers who are members
of other Stock Exchanges;
(iii)
24% of the members shall be Bodies Corporate including
brokerage houses, investment banks and financial
institutions;
(iv) 11% of the members shall be persons having experience in
dealing in securities (investors and agents of stock
brokers).
(b) An
individual member shall pay a membership fee of Rs.
200,000/- (Rupees two hundred thousand only) and annual
fee of Rs. 1,000/- (Rupees one thousand only).
After the
expiry of 5 (five) years from the date of registration of
Exchange under the Securities & Exchange Ordinance, 1969,
the Directors may determine the fees to be charged in this
respect from time to time.
(c) A
corporate member shall be required to pay a membership fee
and annual fee as the Directors may determine from time to
time."
4.
INCREASE IN NUMBER
The Exchange
in general meeting may, by ordinary resolution, from time
to time, determine the maximum number of Members of the
Exchange. The Exchange in general meeting may, by special
resolution, increase the number of Members beyond 200,
after five (5) years from the date of registration of the
Exchange under the Securities and Exchange Ordinance,
1969.
B.
ADMISSION
5.
POWER TO FRAME RULES
Upon these
Articles coming into force the Board shall, in accordance
with these Articles, frame rules and regulations regarding
the admission, expulsion and suspension of Members. The
Board shall, subject to the approval of the Securities and
Exchange Commission (SECP), have the power to alter, add
to, repeal or substitute the said rules and regulations,
or any of them, as it may consider necessary or desirable
in the interest of the Exchange.
6.
APPLICATION IN ACCORDANCE WITH RULES
No application
for membership shall be entertained unless it is in
conformity with the rules and regulations pertaining
thereto as framed by the Board or amended by it from time
to time.
7.
ELIGIBILITY
(1) Save as otherwise provided in Sub-Article 2, no person
shall be eligible to be a member, if:
(a) he is less than twenty
one (21) years of age;
(b) he is not a citizen of
Pakistan;
(c) he has been adjudicated
an insolvent or has suspended payment or has compounded
with his creditors;
(d) he
has been convicted of an offence involving fraud or breach
of trust;
(e) he
has been at any time expelled by this or any other stock
exchanges;
(f) he
has been previously refused admission to membership,
unless a period of one year has elapsed since the date of
such rejection;
(g) he is a lunatic or a
person of unsound mind;
(h) he has not had
experience in the business of securities for a period of
not less than two years provided that the Board may waive
this requirement relating to experience in the business of
securities if such person is, in respect of means,
integrity and background, considered by the Board to be
otherwise qualified for membership.
(i) he is
not a graduate;
(j) if he
is member of another Exchange unless he possesses a
minimum experience of 10 years as a stock broker;
(k) he has
not paid income tax during the last three years with
minimum assessed income of Rs.100,000/-. Brokerage houses
which are not three years old should be exempted from this
requirement.
(2) Clauses (i), (j) & (k) of Sub-Article (1) shall apply from
23rd October, 1991 being the date of amendment.
(3) Provided that the clauses (a) and (i) of Sub-Article (1)
above shall not be applicable to a person if he becomes a
member as a consequence of inheritance or acquires the
membership being nominee as a lineal descendant. Provided
further that he shall not be eligible to act as active
member of the Exchange, unless he fulfills the conditions
laid down in clauses (a) and (i) of Sub Article (1) of
Article 7.
8.
CONDITIONS OF CONTINUED MEMBERSHIP
A member shall
at all times maintain a net capital balance in the capital
account of an amount which is:
(a) In
case the Exchange in the previous calendar year, had on
the cash counter a turnover of securities, other than
bonus vouchers, exceeding one crore in number, not less
than Rs.250,000/- (Rupees two hundred fifty thousand
only) or such other balance as may from time to time be
required by law; and
(b) In
any other case not less than Rs.75,000/- (Rupees seventy
five thousand only) or such other balance as may from time
to time be required by law;
Provided that
a Member who is also a member of any other stock exchange
shall maintain a net capital balance of not less than
Rs.250,000 (Rupees two hundred fifty thousand only) or
such other balance as may from time to time be required by
the law.
Provided
further that, in the case of a partnership firm the amount
of the net capital balance to be maintained shall be the
amount obtained by multiplying such balance as may be
required for a Member of the Exchange by the number of
such partners of the firm as are Members of the Exchange.
9.
CAPITAL BALANCE TO BE MAINTAINED
The membership
of a Member or of Members who are partners in a
partnership firm and who are in active business shall
become suspended as soon as the net capital balance falls
short of the amount specified in the preceding Article and
shall remain so suspended until the net capital balance is
increased so as not to fall short of that amount.
Every Member
shall report to the Exchange weekly that he or the firm of
which he is a partner had, at all times during the week to
which the report relates, a net capital balance of an
amount not less than that specified in the preceding
Article and shall forthwith inform the Exchange if, at any
time, such balance fall short of that amount.
10.
NOTICE OF APPLICATION
A notice containing relevant details of each applicant for
transfer/nomination of membership and their photographs
along-with the names of two recommending members of the
Exchange, who shall not be members on the Board, shall be
posted over the notice board of the Exchange for not less
than fifteen (15) days. The comments/observations and
complaints received shall be submitted to the Membership
Committee and the Board for necessary consideration.
11.
OBJECTIONS
A member
intending to object to the admission of a candidate shall
communicate the grounds of his objection to the Board by
letter within fifteen (15) days of the posting of the
notice referred to in the preceding Article. Any such
communication shall be deemed privileged and confidential.
12. SCRUTINY
BY MEMBERSHIP COMMITTEE
No applicant
shall be admitted as a member unless and until his
application has been scrutinized by the Membership
Committee and a positive recommendation, certified in
writing by the Committee Chairman, has been accepted by
the Board.
13. PERSONAL
APPEARANCE
A candidate
for admission if required by the Board or Membership
Committee shall appear personally before any meeting of
the Board or Membership Committee, as the case may be, and
shall answer all questions which may be put to him.
14. ADMISSION
BY BALLOT
The admission
of all new members shall be by ballot of the Board. A
candidate shall be duly elected if approved in accordance
with Article 82.
15. POWER
TO REJECT
The Board may,
in its absolute discretion, reject any application for
admission without assigning any reason therefore.
16. MISREPRESENTATION
The Board may,
in accordance with Article 82, expel a Member if in its
opinion he has in or at the time of his application for
admission to membership or during the course of inquiry
preceding his admission;
-
made any
willful misrepresentation; or
-
suppressed any
material information required of him as to his character
and antecedents; or
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directly
or indirectly given false particulars or information or
made a false declaration.
17.
TIME OF ADMISSION
A newly
elected Member shall, upon receipt of intimation of his
election, pay such fees as may be determined from time to
time by the Board and, upon payment thereof, be entitled
to receive a membership certificate or card.
18. NOTIFICATION
When a Member
is admitted as provided in the preceding Article a notice
of such admission shall be posted on the notice board of
the Exchange.
C. RIGHTS
IN MEMBERSHIP
19.
MEMBERSHIP NOT ASSIGNABLE
A Member
shall not assign, mortgage, pledge, hypothecate or charge
his right of membership or any rights or privileges
attached thereto and no such attempted assignment,
mortgage, pledge, hypothecation or charge shall be
effective against the Exchange for any purpose nor shall
any right or interest in any membership other than the
personal right or interest of the Member therein be
recognized by the Exchange. The Board may, in accordance
with Article 82, expel any member who acts or attempts to
act in violation of the provision of this Article.
20.
NOMINATION/TRANSFER OF MEMBERSHIP
(a) A
Member of not less than two years standing who desires to
resign may nominate a person otherwise eligible under the
rules for admission to membership of the Exchange as a
candidate for admission in his place.
(b) A
Member of less than two years standing who desires to
resign may with the sanction of the Board nominate his
father, spouse, son, daughter, brother, or brother's son,
otherwise eligible under the rules for admission to
membership of the Exchange as a candidate for admission in
his place.
(c)
Notwithstanding the provisions of sub-clause (a) hereof,
the Board may, in their unfettered and absolute
discretion, allow any Member, irrespective of the period
of his membership, to resign his membership of the
Exchange with liberty to nominate a person otherwise
eligible under the rules for admission to membership of
the Exchange as a candidate for admission in his place.
(d) Any
Member, during the tenure of his membership, may nominate
in writing executed before the Chairman, Managing Director
or Secretary of the Exchange or sent to the Office, duly
supported by an affidavit, any other eligible person to
become a Member upon his death. Such nomination shall be
subject to acceptance by the Board. In the absence of
such nomination or in the case of non-acceptance of such
nomination, the representatives of the deceased Member
may, with the sanction of the Board, nominate one of
themselves or any other eligible person for admission in
the place of deceased Member.
(e) A
fee of Rs.2,500/- shall be paid by a Member elected on the
nomination of a Member who wishes to resign, except a
legal heir, nominated by a deceased Member who will not be
required to pay the election fee.
(f)
The manager of the estate of a Member who is of unsound
mind may, with the sanction of the Board, nominate himself
or any other eligible person for admission in place of
such Member.
(g) The
Board may, in its discretion, without assigning any reason
whatsoever therefor, refuse to accept or approve any
nomination.
(h) In
the event of the Board accepting any nomination, the
original Member shall cease to be a Member and the
nominated Member shall become a Member in his place from
the date of acceptance.
(i)
When any Member dies or is of unsound mind, all his debts
and other liabilities to any Member, to the extent that
the same shall have been admitted by the Board, shall be
paid and satisfied or otherwise secured by the person
nominated by the deceased Member under his will or
testamentary writing or by his legal representative or by
the manager of the estate of the person of unsound mind
before exercising his right of nomination.
(j) If
the person nominated by the deceased member under his will
or testamentary writing or his legal representative or the
manager of the estate of the Member of unsound mind shall
be unable to pay and satisfy or otherwise secure such
debts and liabilities, his right of membership shall be
disposed of by the Board and proceeds thereof applied in
the following order of priority to the following purposes,
namely;
(i)
the payment of all debts, fines, moneys and other charges
due and payable by such Member to the Exchange or the
Clearing House;
(ii)
the payment and satisfaction of all debts, obligation and
claims arising from all contracts or engagements made
subject to the rules of the Exchange to the extent that
the same shall have been admitted by the Board, and if
such proceeds shall not be sufficient to pay and satisfy
such debts, obligations and claims in full they shall be
paid and satisfied prorata; and
(iii)
the payment to the person nominated by the deceased Member
under his will or testamentary writing or to his legal
representatives or the manager of the estate of the member
of unsound mind appointed as aforesaid of the surplus, if
any, of such proceeds upon the execution by him or them of
such release or indemnity as the Board may require.
(k) A
right of membership which under any Article, rule or
regulation for the time being enforce is forfeited to or
vests in the Exchange, shall belong absolutely to the
Exchange, free of all rights, claims or interest of such
Member or any person claiming through such Member or in
his insolvency, and Board shall be entitled to deal with
or to dispose off the said right of membership as the
Board may think fit. If the Board sells such rights of
membership, the sale proceeds thereof shall in the first
place be applied as provided in sub-clause (j) and the
surplus, if any, of such proceeds shall form part of the
funds of the Exchange.
(l) In
case nomination made under sub-clause (d) and (f) are not
acceptable to the Board, the Board may make such other
arrangements as it thinks necessary.
(m) When
accepted by the Board, nomination shall carry all rights
and privileges as a Member including any right to the use
of, or claim upon or any interest in any property or funds
of the Exchange.
(n) The
provision of this Article and its various clauses shall be
applicable to a Corporate Member, as far as may be; in
case of its liquidation or winding-up and the liquidator
shall observe the conditions as nearly as possible as in
the foregoing clauses (i), (j) and (k), wherein the claims
of the Exchange and/or its Members shall have priority.
(o) The
membership shall not be transferable through sale for the
first five years from the date of Registration of the
Exchange under the Securities & Exchange Ordinance, 1969.
(p) The
membership of an active member shall not be transferred by
sale or otherwise after the period of five years from the
date of his membership if by his transfer total number of
active members may fall below fifty (50).
Provided that
for the calculation of number of active members, the new
member to be entered on the register of members as a
result of such transfer may be included as an active
member if such new member fulfills all the conditions of
active membership.
D. PARTNERSHIP
21.
PARTNERSHIP WITH NON-MEMBERS PROHIBITED
No partnership
of Members shall be formed for the purpose of transacting
business on the Exchange except between:
(a) any two or more Members; or
(b) a Member and his son, spouse or daughter; or
(c) two or more Members and their sons, spouses or
daughters.
22.
SUSPENDED MEMBERS
A Member shall
not form a partnership with a suspended Member whilst the
latter is under suspension.
23. PARTNER
IN ONE FIRM ONLY
No person
shall at the same time be a partner in more than one
partnership firm.
24. PERMISSION
No member
shall form a partnership or admit a new partner to an
existing partnership or make any change in the name of an
existing partnership without the prior approval of the
Board.
25.
BOARD SOLE JUDGE OF PARTNERSHIP
The Board
shall be the sole judge as to what constitutes a
partnership within the meaning of these Articles and its
decision shall be final.
26. INFORMATION
Every
application for permission shall be accompanied by such
information as may be required by the Board.
27. WITHDRAWAL
OF PERMISSION
The Board, in
its discretion, may at any time, in accordance with
Article 82 and after giving reasons therefore, terminate
any partnership by withdrawing any permission which it may
have given and the partners so affected shall conform to
such directions as the Board may make.
28. NOTIFICATION
OF CHANGES
The Members of
a partnership must forthwith communicate to the Exchange
in writing under the signatures of all the partners or
surviving partners any change in such partnership either
by dissolution or death or retirement of any partner.
29.
REGISTER OF PARTNERSHIPS
A register of
partnerships shall be maintained by the Exchange in which
shall be entered the names of partnerships and the names
and addresses of the partners and any change in such
partnerships or names together with the relevant dates.
Such register shall be open to inspection by Members,
without payment therefore, during the working hours of the
Exchange.
30.
FICTITIOUS OR MISLEADING NAMES
The Board
shall refuse to allow a partnership under a name which is
fictitious or misleading.
31. PRINTING
OF NAMES
A partnership
firm shall state on all communications and circulars
relating to stock exchange business and on all contract
notes the name of the firm and the names of all partners
therein.
32.
LIABILITY OF MEMBER PARTNERS
(i)
All members who are partners of a firm which is guilty of
any act or omission which if done by an individual Member
would render any such Member liable to expulsion,
suspension or any other penalty shall be liable to be
expelled, suspended or penalized as the case may be.
Business by a partnership firm shall be done in the name
of the firm and all the partners of the firm shall be
liable jointly and severally in respect of all dealings of
the firm.
(ii)
The partnership shall be treated as one entity and on
formation of the partnership, the name of the partners
shall be entered in the Register of Partnership with full
particulars of all the partners. Provided the members
constituting a partnership shall have the individual
voting rights in all meetings.
(iii)
The partnership and all the partners of the firm shall be
liable for all the bargains made by any partner of the
firm. In case of default the partnership shall be liable
to clear all the dues and the default proceedings shall be
instituted against all partners of the firm.
33 (a)
CORPORATE MEMBERSHIP
A corporate
body applicant for membership must fulfill the following
requirements:
(i)
be a company or a statutory corporation or a body
corporate;
(ii)
have a minimum issued, subscribed and paid up capital of
Rs.5 million which minimum limit may be increased by the
Directors to be effective after being notified in the
official gazette. The directors of corporate members shall
also furnish personal guarantees in accordance with the
regulations of the Exchange.
(iii) In
the case of statutory corporation or body corporate to
which section 183 of the Companies Ordinance 1984 applies,
the membership application shall be accompanied by a 'no
objection' from the Federal or Provincial Government as
the case may be.
33 (b) A
'corporate member' shall communicate to the Secretary of
the Exchange in writing, signed by the chairman of its
board of directors or chief executive, the names of all
directors and all its shareholders bi-yearly as on 30th
June and 31st December in each calendar year and shall
communicate in writing immediately all changes and shall
be bound to supply such other, further, or additional
information as is or may be required under the hand of the
Secretary of the Exchange, including, and in particular,
information relating to all notices and proceedings of or
relating to winding up and for liquidation of the company,
corporation/corporate body. The membership of the
corporate body, may forthwith be cancelled by the
Directors, if such body is subject matter of winding up
proceedings, whether compulsory, voluntary, or is wound
up, the membership shall ipso facto cease, with winding up
or resolution to this effect.
33 (c) The
liability of a Corporate Member shall not exceed its
issued, subscribed and paid up capital which shall include
all its unappropriated profits, reserves and a credit
resulting from the value of assets and properties
(including cash at hand and banks) after adjusting all
liabilities.
33 (d) The
liability of a corporate member shall be limited as
provided in preceding Article 33(c) with claims of members
ranking prior to any other liabilities for which the
corporate members shall obtain N.O.C. from the Stock
Exchange before creating any charge, failure in which
behalf shall make the directors of the corporate member,
jointly and severally liable.
33.(e) The
corporate body shall state on all communications and
circulars relating to stock exchange business and on all
contract notes the registered name and registered office.
33 (f) Any
individual member, with prior approval of the Board, may
convert his membership into corporate membership and upon
such terms and conditions and on such conversion fee as
may be prescribed by the Board from time to time.
33 (g) The
conversion under Article 33(f) would become effective once
the Board has passed a resolution to that effect.
33 (h) The
regulations applicable to the corporate membership shall
be applicable to all such conversions from the date of
approval by the Board.
34.
PARTNERSHIP DISSOLVED ON DEFAULT
The default of
a partnership firm shall ipso facto dissolve the
partnership and should the member partners of such firm
when re-admitted desire to renew the partnership they
shall apply for permission to the Board as provided above.
E. DUES,
FEES AND CHARGES
35.
SUBSCRIPTIONS AND FEES
Every Member
shall pay, at such time or times and in such manner as the
Board shall direct, such admission and entrance fees and
such annual subscription or other fees and charges as may,
from time to time, be determined by the Board provided
that, such subscription, fees or charges shall become
effective on confirmation by the Members in general
meeting.
36. LIABILITY
FOR FEES
A Member who
for any reason ceases to be a Member of the Exchange shall
nevertheless remain liable for, and shall pay to the
Exchange, all money which at the time of his ceasing to be
a Member shall have been due by him to the Exchange or to
the Clearing House.
37.
FAILURE TO PAY
If a Member
fails to pay his subscription fees, charges or other money
which may be due by him to the Exchange within one month
(30days) after notice in writing has been served upon him
by the Exchange, he may be suspended by the Board until he
makes payment and if within a further period of two months
he fails to make such payment, he may be expelled by the
Board in accordance with Articles 82 and 108. Provided
that this Article shall not be applicable to the dues owed
by a Member to the Clearing House of the Exchange.
F. DEFAULT
38.
DEFAULTER
The Board may,
in accordance with Article 82, declare a Member who fails
to meet his obligation to a Member, or non-member, arising
out of an Exchange transaction, to be a Defaulter. A
Member who is declared a defaulter, as aforesaid, shall at
once cease to be a Member of the Exchange and as such
cease to enjoy any of the rights and privileges of
membership but the rights of his creditor Members against
him shall remain unimpaired.
39. MEMBERSHIP
ON DEFAULT
A Member's
right of membership shall lapse to and vest in the
Exchange immediately after he is declared a defaulter.
40. RE-ADMISSION
A defaulter
may apply for re-admission in accordance with the
procedure for admissions as hereinabove provided save that
his application, in addition to scrutiny by the Membership
Committee, shall be scrutinized by Default Management
Committee, to be set up by the Board, which shall
investigate his conduct and accounts. The Default
Management Committee may recommend to the Board on which
terms and conditions (relating to security, undertakings,
etc.) the defaulter may be re-admitted.
41.
DEFAULTER INELIGIBLE FOR OFFICE
A Member who
has been declared a defaulter at any time shall not be
eligible to be elected or appointed a member of the Board
or of any committee or as an office bearer of the
Exchange.
G.
TERMINATION OF MEMBERSHIP
42.
WHEN MEMBERSHIP CEASES
No
Member shall continue as such if
(a) he
ceases to be a citizen of Pakistan; or
(b) he
has been adjudicated as an insolvent or has suspended
payment or has compounded with his creditors; or
(c) he
is convicted of an offence involving fraud or breach of
trust; or
(d) he is declared lunatic or a person of unsound
mind, or
(e) he is declared a defaulter under
Articles 37 and 38 or is expelled under Article 108.
43.
EFFECT OF CEASING TO BE MEMBER
When a Member
ceases to be such under the provisions of the preceding
Article it shall be as if such Member has been expelled by
the Board and, in that event, the provisions relating to
expulsion, as hereinafter provided, shall apply to such
Member.
44.
RESIGNATION
A Member
wishing to resign from the membership of the Exchange
shall serve on the Exchange a month's written notice to
that effect which shall be posted on the Notice Board of
the Exchange.
45.
OBJECTION TO RESIGNATION
Any Member
objecting to any resignation that has been so notified
shall communicate the grounds of his objection to the
Board, in writing, within fourteen (14) days of the
posting of such notice.
46. ACCEPT
OR REFUSE RESIGNATION
The Board may
accept the resignation of a Member either unconditionally
or on such condition as it may think fit or may refuse to
accept such resignation and in particular may refuse to
accept such resignation until it is satisfied that all
outstanding transactions with such Member have been
settled.
III
MEMBERS' MEETING & PROCEEDINGS
A. GENERAL
MEETING
47.
ANNUAL GENERAL MEETING
A meeting to
be called annual general meeting, shall be held once at
least in every year within a period of four Months
following the close of the Exchange’s financial year and
not more than fifteen months after the holding of its last
annual general meeting as may be determined by the
Directors.
48.
OTHER MEETINGS
All general
meetings of the Exchange other than the annual general
meeting shall be called extraordinary general meetings.
49.
EXTRAORDINARY MEETINGS
The Directors
may whenever they think fit, call an extraordinary general
meeting, and extraordinary general meetings shall also be
called by the Directors on the requisition of Members
representing one-tenth of the total number of Members on
the date of deposit of the requisition provided that, if
the Directors do not call such a meeting within twenty one
(21) days of the requisition, the requisitionists may
proceed to call the meeting themselves in accordance with
the provisions of these Articles.
If at any time
there are not within Pakistan sufficient Directors capable
of acting to form a quorum, any Director of the Exchange
may call an extraordinary general meeting in the same
manner as nearly as possible as that in which meetings may
be called by the Directors.
B. NOTICE
AND PROCEEDINGS
50.
NOTICE OF MEETINGS
Twenty-one
days' notice at the 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 meeting and, in case of
special business, the general nature of that business,
shall be given in the manner provided by the Ordinance for
the general meeting, to such persons as are, under the
Ordinance or the regulations of the Exchange, entitled to
receive such notices from the Exchange; but the accidental
omission to give notice to, or the non-receipt of notice
by any Member shall not invalidate the proceedings at any
general meeting.
51.
SPECIAL BUSINESS
All business
shall be deemed special that is transacted at an
extraordinary general meeting, and also all that is
transacted at an annual general meetings with the
exception of the consideration of the accounts, balance
sheet and the reports of the Directors and auditors, the
election of the Chairman and Directors, the appointment
of, and the fixing of the remuneration of, the auditors.
52.
QUORUM
No business
shall be transacted at any general meeting unless a quorum
of Members is present at that time when the meeting
proceeds to business. Three (3) persons representing not
less than twenty five (25) percent of the total existing
membership shall constitute a quorum.
53.
EFFECT OF QUORUM NOT BEING PRESENT
If within half
an hour from the time appointed for the meeting a quorum
is not present, the meeting, if called upon the
requisition of members, shall be dissolved: in any other
case, it shall stand adjourned to the same day in the next
week at the same time and place, and, if at the adjourned
meeting a quorum is not present within half an hour from
the time appointed for the meeting, the members present,
being not less than two, shall be a quorum.
54.
CHAIRMAN OF MEETING
The Chairman
of the Exchange, shall preside as chairman at every
general meeting of the Exchange, but if at any meeting, he
is not present within fifteen minutes after the time
appointed for the meeting, or is unwilling to act as
chairman, one of the Directors shall be elected as
chairman and if none of the Directors is present or
willing to act as chairman, the Members present shall
choose one of their Members to be chairman.
55.
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 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
ten 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 at an
adjourned meeting.
56.
VOTING
In any general
meeting a resolution put to the vote of the 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. 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
of the proceedings of the Exchange shall be conclusive
evidence of the fact, without proof of the number or
proportion of the votes recorded in favour of, or against,
that resolution.
57. POLL
A poll may be
demanded by any five or more Members. If a poll is duly
demanded, it shall be taken by secret ballot and the
result of the poll shall be deemed to be the resolution of
the meeting at which the poll was demanded.
58.
TIME OF TAKING POLL
A poll
demanded on the election of chairman or on a question of
adjournment shall be taken at once.
59.
CASTING VOTE
In the case of
an equality of votes, whether on a show of hands or on a
poll, the Chairman of the meeting at which the show of
hands takes place, or at which the poll is demanded, shall
have and exercise a second or casting vote.
C. VOTES OF MEMBERS
60.
RIGHT TO VOTE
Subject to the
restrictions for the time being on defaulters and
disentitled Members, as herein provided, on a show of
hands or on a poll every Member shall have one vote.
61.
DISENTITLED MEMBERS
(1)
A Member shall not be entitled to be present or to vote or
to otherwise participate in any general meeting, including
one for the election of Directors, if he is in default of
arrears of the Exchange such as Annual Membership Fee,
Room Rent, electricity and telex charges and any and all
other dues.
(2)
The Board shall by 31st August each year , scrutinize and
determine, the list of members who are disentitled under
this Article and shall intimate the same to such
disentitled Members under registered cover within a week
of such scrutiny. Any such disentitled Member who clears
his dues and arrears including the financial charges
before 30th September of that year shall have his name
removed from the said list and shall be duly entitled to
exercise his right to attend, participate in and vote at
general meetings.
62.
SUSPENDED MEMBERS AND DEFAULTERS
A Member who
has been declared a defaulter or has been suspended by the
Board shall not be entitled to be present or to vote at
any general meeting.
IV.
MANAGEMENT AND ADMINISTRATION
A. BOARD OF
DIRECTORS
63.
NUMBER OF DIRECTORS
(a)
There shall be a Governing Board of Directors consisting
of:-
(i). Five Directors to
be elected from amongst the Members by the General body.
(ii)
Four non-member directors to be nominated and appointed by
the
Securities and
Exchange Commission of Pakistan from professionals
including but not limited to non-member securities market
experts, lawyers, chartered accountants, investment
bankers, I.T experts, management experts, in consultation
with such professional bodies as the Commission may
consider appropriate i.e. Management Association of
Pakistan (MAP), Institute of Chartered Accountants of
Pakistan (ICAP), Institute of Cost and Management
Accountants of Pakistan (ICMAP), Pakistan Banker’s
Association, Investment Banks Association of Pakistan,
Modaraba Association of Pakistan, Leasing Association of
Pakistan and Mutual Funds Association of Pakistan.
(iii) Managing Director
who shall by virtue of his office, be the director on the
Board.
(b) The
Chairman shall be elected by the Board from amongst the
elected directors. Provided that in the election of
Chairman, the Managing Director shall not participate.
(c) The
Chairman shall be the Chairman of the Board and shall
exercise such powers and functions of the Chairman as are
expressly conferred by these Articles.
(d) All
the elected and nominated Directors including the
Chairman, shall stand retired on October 31, every year,
whether in an AGM or EOGM as the case may be.
(e) A
Member, who has been elected as Director or the Chairman,
whatever may be the case, consecutively for two years,
shall not be eligible for re-election or co-option for the
third term but there shall be no objection to his seeking
election or co-option after lapse of one term.
(f) The elected, nominated and appointed Directors shall have
the same rights and privileges as the elected directors of
the Exchange.
64.
ELECTION OF DIRECTORS
The Exchange
shall in the month of October every year in the manner
herein provided elect the Directors on the Board.
65.
ELIGIBILITY FOR ELECTION
Except for
nominee directors, no Member shall be eligible for
election to the post of Director or Chairman if he has not
been a Member for a period of one year immediately
preceding the date of election.
66.
BALLOT
The election
of Directors shall be by ballot, of which not less than
twenty one (21) days notice has been given by the Board.
67.
FILING OF NOMINATIONS
Nominations
for election to the office of Directors and Chairman shall
be filed with the Secretary of the Exchange not less than
fifteen (15) days before the date of election. Nomination
papers must be proposed and seconded by two Members and
must also indicate the consent, in writing, of the
candidate.
68.
NOTICE OF CANDIDATES
The Secretary
of the Exchange shall, at least seven (7) days prior to
the date of elections, post a notice on the notice board
of the Exchange listing all candidates for election
alongwith their proposers and seconders.
69.
INSUFFICIENT CANDIDATES
If the number
of candidates does not exceed the number of Directors to
be elected no ballot shall be necessary and the candidates
listed in accordance with the preceding Article shall be
deemed elected. If the number of candidates is fewer than
the number of Directors to be elected, the Directors shall
fill the remaining vacancies within thirty days of their
election.
70.
NUMBER OF VOTES
A Member shall
have such number of votes as is equal to the number of
Directors to be elected but shall not give more than one
vote to any single candidate.
71.
SCRUTINIZERS
The Board
shall appoint two Members of the Exchange, not being
Directors, to act as scrutinizers at the election and they
shall report the result of the election to the Exchange
and to the Board.
72.
HOW DIRECTORS ELECTED
The candidate
who gets the highest number of votes shall be declared
elected as Director and then the candidate who gets the
next highest number of votes shall be so declared and so
on until the total number of Directors to be elected has
been so elected.
73.
INVALID ELECTION
Subject to
Article 69, if at any ballot for the election of Directors
no valid election has been made the retiring Board shall
remain in office until a valid election shall have been
made. Provided, however, that fresh elections shall be
held as soon as practicable and in any case, not later
than sixty (60) days from the date of the invalid
election.
74.
DELETED
75.
DELETED
76.
FILLING OF VACANCY
The Board may
co-opt an eligible person as a temporary Director if a
vacancy of an elected Director is created during the year.
Any vacancy created in respect of nominee directors shall
be filled by the nominating agency. The Director so
co-opted shall hold the office for the remaining period up
to 31st December.
77.
REMUNERATION OF DIRECTORS
The
remuneration to be paid to any Director for attending the
meetings of the Directors or a committee of Directors
shall from time to time be determined by the Board of
Directors in accordance with law.
B. POWER AND DUTIES OF DIRECTORS
78.
GENERAL MANAGEMENT POWERS
The business
of the Exchange shall be managed by the Directors, who may
pay all expenses incurred in promoting and registering the
Exchange, and may exercise all such powers of the
Exchange, as are not by the Ordinance or by these
regulations, required to be exercised by the Exchange in
general meeting, subject nevertheless to the provisions of
the Ordinance or to any of these regulations, and such
regulations being not inconsistent with the aforesaid
provisions, as may be prescribed by the Exchange in
general meeting but no regulations made by the Exchange in
general meeting shall invalidate any prior act of the
Directors which would have been valid if that regulations
had not been made.
Save, no
directors of ISE shall participate in any discussion
and/or vote on any matter if he has any interest,
pecuniary or otherwise, in such matter could reasonably be
regarded as giving rise to a conflict of interest between
his duty to honestly discharge his functions as a
director in ISE and his professional and/or business
occupation.
78(A)
BORROWING POWERS
Without
prejudice to the general powers conferred by the preceding
Articles and the other powers conferred by these presents,
it is hereby expressly declared that the Board may
exercise all the powers of the Exchange to borrow money
and to mortgage or charge its undertaking, property and
assets (both present and future) in such manner and upon
such terms and conditions as it may think fit and to issue
any securities, bonds, TFC’s etc whether outright or as
collateral security for any debt, liability or obligation
of the Exchange or of any third party.
79.
MINUTE BOOKS
The Directors
shall cause minutes to be made in books provided for the
purpose of;
(a) all appointments of officers made by the
Directors;
(b) the
names of the Directors present at each meeting of the
Directors and of any committee of the Directors; and
(c) all
resolutions and proceedings at all meetings of the
Exchange and of the Directors and of committees of
Directors.
and every
Director present at any meeting of Directors or committee
of Directors shall sign his name in a book to be kept for
that purpose.
C. DISQUALIFICATIONS OF
DIRECTORS
80.
DISQUALIFICATIONS OF DIRECTORS
(1) No
Director of the Exchange, or Company or Firm under the
control of such Director, shall have any business dealing
with the Exchange or enter into contracts with, or do any
work for the Exchange. For the purposes of this Article
the Board shall be the sole judge as to what constitutes a
"business dealing". The Director in question shall not
vote at any meeting in which the Board is exercising its
jurisdiction under this Article, and if he does so vote,
his vote shall not be counted.
(2) No
person shall become a Director of the Exchange if he
suffers from any of the disabilities or disqualifications
mentioned in Section 187 of the Ordinance and, if already
a Director, shall ipso facto cease to hold such office
from the date he becomes disqualified or disabled under
Section 188 of the Ordinance. The office of a Director
shall also be vacated ipso facto if;
(a) he
or his firm, suspends payment or is adjudicated insolvent,
or if he or his firm compounds with his or its, as the
case may be, creditors;
(b) he, by notice in writing, resigns
his office; or
(c) he
is concerned or interested in or participates in the
profit of any contract with or work done for the Exchange.
(d) In
case of Managing Director if he resigns or is removed from
his service.
D. PROCEEDINGS OF DIRECTORS
81.
MEETINGS OF DIRECTORS
The Directors
may meet together for the dispatch of business, adjourn
and otherwise regulate their meetings, as they think fit.
Except as provided in Article 82, all questions arising at
any meeting shall be decided by a majority of votes. In
case of an equality of votes, the Chairman shall have and
exercise a second or casting vote. The Chairman may at any
time and shall upon the request, in writing, of any three
Directors, summon a meeting of Directors. It shall not be
necessary to give notice of a meeting of Directors to any
Director for the time being absent from Pakistan.
81(A) CALL
OF MEETINGS
The Secretary
shall upon the request of the Chairman or the Managing
Director or any four Directors convene a meeting of the
Board.
82.
CERTAIN DECISIONS
All decisions
of the Board in respect of the admission or expulsion of
Members shall be taken by a resolution passed by not less
than two-third (2/3) of its number. Provided that such
admission or expulsion, except in the case of a member in
default as provided in Articles 38, 39 and 40, shall
become effective upon confirmation by the members in
general meeting.
Provided
further that all acts and deeds carried out by the member,
in the ordinary course, consequent upon election of such
member by the Board of Directors, shall remain valid upto
the date of the general meeting next following, in case
the general meeting does not confirm such admission.
83.
QUORUM FOR DIRECTORS' MEETINGS
The quorum for
a meeting of directors shall not be less than one third of
their number or four, whichever is greater.
84.
CHAIRMAN OF DIRECTORS MEETINGS
The Chairman
shall preside at all meetings of the Board. If at any
meeting the Chairman is not present within fifteen (15)
minutes after the time appointed for holding the same or
is unwilling to act as chairman, the Directors present may
choose one of their number to be chairman of the meeting.
85.
VALIDITY OF DIRECTORS' ACT
All acts done
by any meeting of the Directors or of a committee of
Directors, or by any person acting as a Director, shall,
notwithstanding that it be afterwards discovered that
there was some defect in the appointment of such Directors
or persons acting as aforesaid, or that they or any of
them were disqualified, be as valid as if every such
person had been duly appointed and was qualified to be a
Director.
86.
RESOLUTION IN WRITING
A resolution
in writing signed by three-fourths (3/4) of the total
number of Directors for the time being entitled to receive
notice of a meeting of the Directors shall be as valid and
effectual as if it had been passed at a meeting of the
Directors duly convened and held.
87.
VOTING
A member of
the Board shall be entitled to take part in the
proceedings but he shall not be competent to vote:
(a) on
any question in which he is personally interested, the
Chairman of the meeting being the final judge whether he
is so interested or not; or
(b) on
the final decision in respect of any inquiry or dispute on
which a decision has been given by a committee of which he
has been a member except that no member of the Board shall
be so disqualified by reason of his being or having been a
member of a committee which has made prior examination or
investigation of the subject under consideration for the
purpose of submitting a report; or
(c) on
the decision in respect of any inquiry or dispute unless
he has been present at every meeting of the Board at which
there has been a hearing of the inquiry or dispute.
88.
OVERRULE OF DECISIONS
Any decision
duly taken by Board shall be binding upon the same Board,
during its term in office, unless overruled by it by a
resolution passed by two-thirds (2/3) of its members.
E. CHAIRMAN
89.
CHAIRMAN OF THE EXCHANGE
The Board soon
after its formation shall from amongst the elected
Directors, by ballot, elect a Chairman of the Exchange who
shall upon taking office be entitled to all rights and
privileges, and subject to all the liabilities, of that
office. The Chairman shall hold office for a term of one
year and shall be eligible for re-election in the same
manner provided, no chairman shall hold office for a
period of more than two consecutive terms. A Chairman who
has held office for the said two consecutive terms shall
be eligible for re-election only after a period of one
year from the date he last ceased to hold office.
90.
DELETED
91.
POWERS OF CHAIRMAN
The Chairman,
shall exercise such powers and functions as the Board may
determine except the executive powers which are vested in
or delegated to the Managing Director. All routine matters
shall be dealt with by the Managing Director independently
in which the Chairman shall not interfere. All matters
arising out of policy decisions and reports on all
important matters shall be referred by the Managing
Director to the Chairman who may;
(i)
approve the proposal/report without any comment,
(ii) in
case of disagreement he may add his comments, before
submission to the relevant authority,
(iii)
refer it to the Board for which he shall be required to
call an emergency meeting of the Board and such matter(s)
or the report may be considered and approved by the Board
with or without any modification.
The Chairman
may, without seeking the Board’s approval, call a general
meeting whenever he considers it necessary to do so.
F. MANAGINING
DIRECTOR
92.
MANAGING DIRECTOR
(a) The
Board subject to prior approval of the Securities and
Exchange Commission of Pakistan shall appoint a qualified
and experienced person as a whole time paid Managing
Director who shall function as the chief executive of the
Exchange. The appointment of Managing Director shall be
made for such period, not exceeding three years at a time,
and on such terms and conditions as the Board may
determine. The person so appointed shall not engage
himself in any business, profession or vocation directly
or indirectly including trading or dealing in shares and
securities during the period he holds the office of chief
executive. The termination/ removal of the Managing
Director from the office or non-renewal of his contract
shall take effect only after the concurrence of the
Commission.
The Managing
Director shall be liable to dismissal or removal from his
office with three-fourth of the total number of directors
or by special resolution passed in a General Meeting once
the Commission has consented to this effect.
(b) A
person shall not be eligible for appointment as Managing
Director if he is a member of any stock exchange in
Pakistan.
(c) The
qualifications and experience required for initial
appointment of a person as the Managing Director will be
determined by the Board in consultation with the
Securities and Exchange Commission.
(d) The
Managing Director shall have the executive powers to run,
superintend and effectuate the day-to-day operations,
administration and general management of the Exchange,
implement decisions and directions of the Board, enforce
Articles of Association, Rules & Regulations and Bye-Laws
of the Exchange and exercise such other powers, functions
and authority as may be delegated or entrusted to him by
the Board from time to time. He shall also have the
general charge and control over the employees of the
Exchange.
(e) In
the absence of Managing director, his powers and functions
may be delegated or entrusted to Secretary by the Board
upon such conditions and with such limitations as it may
deem fit.
(f) Subject to directions of the Board, Managing Director
shall be the authorized representative of the Exchange for
the Securities and Exchange Commission, other governmental
agencies and authorities, institutions, general public and
outsider on all matters and affairs of the Exchange.
(g) The
Managing Director shall also have the powers in the
matters which concern disciplining of trading and members
activities under the Articles of Association, Bye-Laws and
Rules and Regulations of the Exchange.
(h) The
Board shall not delegate its authority relating to
operational matters to any director except the Managing
Director, if it is so expedient.
92 (A)
SECRETARY
The Secretary
shall under the general control and directions of the
Managing Director carry on the general management of the
Exchange and shall perform such other duties as the
Chairman and Managing Director may direct.
93.
SECRETARY NOT TO DEAL ON EXCHANGE
The Secretary
shall not be a party to or concerned in any speculative
dealing on the Exchange or with any member.
94.
SECRETARY OF THE BOARD
The Secretary
shall be the Secretary of the Board and attend all
meetings of the Board.
95.
SECRETARY TO ATTEND MEETINGS
The Secretary
shall attend all meetings of the Exchange, Board,
Executive, Membership and Defaulters' Committees, and if
necessary other committees and shall cause proper minutes
to be kept of the proceedings of all such meetings.
96.
RECORD TO BE MAINTAINED
The Secretary
shall cause records and registers to be maintained as may
be required by law or by the Board.
97.
DELETED
98.
LIST OF MEMBERS
The Secretary
shall publish and maintain a list of Members to be
forwarded to any applicant upon request.
99.
NOTICE BOARD
No notice,
communication or announcement shall be posted on the
notice board of the Exchange except through or under the
authority of the Exchange.
100.
DELETED
101.
DELETED
G.
COMMITTEES
102.
MEMBERSHIP COMMITTEE
There shall be
a Membership Committee comprising of Board Members to
scrutinize all applications for new membership.
103.
OTHER COMMITTEES
The Directors
may from time to time and at any time constitute a
committee or committees consisting of two or more persons,
whether Directors or Members, as they think fit, to
undertake any function and responsibilities entrusted to
it/them by the Directors. Any committee so formed shall,
in the exercise of the power so delegated, conform to any
restriction that may be imposed on it by the Directors.
104.
CONVENER OF COMMITTEE MEETINGS
A committee
may elect a convener of its meetings, but, if no such
convener is elected, or if at any meeting the convener is
not present within fifteen (15) minutes after the time
appointed for holding the same or is unwilling to act as
convener, the members present may choose one of their
members to be convener of the meeting.
105.
PROCEEDINGS OF COMMITTEE MEETINGS
A 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. In case of an equality of
votes, the convener shall have and exercise a second or
casting vote.
106.
ADVISORY COUNCIL
The Board may
nominate at least three persons from the Members to form
an Advisory Council. The council may co-opt all the past
Presidents/Chairmen or any other person considered
suitable as its member. It shall give its recommendations
on any matter referred to it by the Board.
H. REMOVAL OF DIRECTORS
107.
REMOVAL OF DIRECTORS
A Director
elected by the Members, including the Chairman, may be
removed by a special resolution of the Members passed at a
general meeting by two-third majority votes.
V. DISCIPLINARY PROCEEDINGS
108.
BOARD'S JURISDICTION
The Board may,
by a resolution passed by two-thirds (2/3) of its number,
expel or suspend and/or fine and/or censure and/or warn
and/or withdraw any of the membership rights of a Member
if he be guilty of contravention, noncompliance,
disobedience, disregard or evasion of any of the rules,
Bye-laws and Regulations of the Exchange or of any
resolutions, orders, notices, directions or decisions or
rulings of the Exchange or the Board or of any committee
of officers of the Exchange authorized in that behalf or
of any conduct, proceeding or method of business which the
Board in its absolute discretion deems dishonorable,
disgraceful or unbecoming of a Member of the Exchange or
inconsistent with just and equitable principles of trade
or detrimental to the interests, good name or welfare of
the Exchange or pre-judicial or subversive to its objects
and purposes. Provided that, where the Board is exercising
its power of expulsion, such expulsion shall become
effective in accordance with Article 82.
109.
OFFENSES BY PARTNERS, AGENTS, ETC.
The Board may,
by a resolution passed by two-thirds (2/3) of its number,
expel or suspend and/or fine and/or censure and/or warn
the partner of a Member or his attorney, agent, clerk or
employee for any act or omission which if done or omitted
by the Member would subject him to the same penalties.
Provided that, where the Board is exercising its power of
expulsion, such expulsion shall become effective in
accordance with the Article 82.
110.
MEMBERS' RESPONSIBILITY FOR PARTNERS, AGENTS, ETC.
A Member shall
be fully responsible for the acts and omissions of his
partnership firm and of his partners, attorneys, agents,
clerks and employees and shall be liable therefor.
111.
MEMBERS AND OTHERS TO TESTIFY
A Member shall
appear before and cause his partners, agents, attorneys,
clerks and employees to appear and testify before the
Board, Chairman, committee or officer of the Exchange
authorized in that behalf and shall produce and cause to
be produced such books, correspondence, documents, papers
and records or any part thereof which may be deemed
relevant or material to any matter under inquiry or
investigation.
112. NO
LEGAL REPRESENTATION
No person
shall have the right to be represented by professional
counsel, attorney or advocate in any investigation or
hearing unless the Board or committee so permits.
113.
EXPLANATION
A Member shall
be entitled to be summoned before the Board and afforded
an opportunity for explanation before being penalized but
the findings of the Board shall be final and conclusive.
114.
IMPOSITION OF PENALTIES
The penalty of
suspension, withdrawal of all or any of the membership
rights, fine, censure or warning may be inflicted singly
or jointly by the Board.
115.
FAILURE TO PAY FINES AND PENALTIES
If a Member
fails to pay any fine or penalty imposed on him within the
period stipulated by the Board he may be suspended by the
Board until he makes payment and if within a further
period of thirty days he fails to make such payment he may
be expelled by the Board in accordance with Article 82.
116.
CONSEQUENCES OF SUSPENSION
The suspension of a Member shall have the following
consequences:
(a) the
suspended Member shall during the term of his suspension
be deprived of and excluded from all the rights and
privileges of Membership including the right to attend and
vote at any meeting of the Exchange but he may be
proceeded against by the Board for any offence committed
by him either before or after his suspension and the Board
shall not be debarred from taking cognizance of and
adjudicating on or dealing with any claim made against him
by other Members;
(b) the
suspension shall not affect the rights of Members who are
creditors of the suspended Member;
(c) the
suspended Member shall be bound to fulfill contracts
outstanding at the time of his suspension;
(d) the
suspended Member shall not during the term of his
suspension make any bargain or transact any business with
or through a Member provided that he may with the prior
permission of the Board close transactions outstanding at
the time of his suspension; and
(e) no
Member shall have any business dealings with a suspended
Member during the term of his suspension except with the
prior permission of the Board.
117.
CONSEQUENCES OF EXPULSION
The expulsion
of a Member shall have the following consequences:
(a) the
expelled Member shall forfeit to the Exchange his right of
membership and all rights and privileges as a Member
including any right to the use or any claim upon or any
interest in any property or funds of the Exchange but any
liability of any such Member to the Exchange continue and
remain unaffected by his expulsion;
(b) the
expulsion shall create a vacancy in any office or position
held by the expelled Member;
(c) the
expulsion shall not affect the rights of the Members who
are creditors of the expelled Member;
(d) the
expelled Member shall be bound to fulfill transactions
outstanding at the time of his expulsion and may with the
prior permission of the Board close such outstanding
transactions with or through a Member; and
(e) no
Member shall have any business dealings with the expelled
Member except with the prior permission of the Board.
118.
NOTICE OF PENALTY
Notice shall
be given to the Member concerned and to the Members in
general by a notice on the notice board of the Exchange of
any penalty imposed on a Member. The Board may in its
absolute discretion and in any manner it thinks fit notify
or cause to be notified to the members or to the public
that any person who is named in such notification has been
penalized. No action or other proceedings shall in any
circumstances be maintainable by such person against the
Exchange or the Board or any Member of the Board or any
officer or employee of the Exchange for the publication or
circulation of such notification (and the application for
membership or registration as a partnership shall operate
as license and this Article shall operate as leave to
print, publish or circulate such advertisement or
notification and be pleadable accordingly).
VI. THE SEAL
119.
COMMON SEAL
The Directors
shall provide a common seal of the Exchange which shall
not be affixed to any instrument except by the authority
of a resolution of the Board or by a committee of
Directors authorized in that behalf by the Directors, and
two Directors or one Director and the Secretary of the
Exchange shall sign every instrument to which the common
seal is affixed.
VII. ACCOUNT AND AUDIT
120.
BOOKS OF ACCOUNT
The Directors
shall cause to be kept proper books of account as required
under Section 230 of the Ordinance.
121.
PLACE WHERE ACCOUNTS KEPT
The books of
account shall be kept at the office or at such other place
as the Directors shall think fit and shall be open to
inspection by the Directors during business hours.
122.
INSPECTION BY MEMBERS
The Directors
shall from time to time determine whether and to what
extent and at what time and places and under what
conditions or regulations the accounts and books or papers
of the Exchange or any of them shall be opened to the
inspection of Members not being Directors, and no Member
(not being a Director) shall have any account and book or
papers of the Exchange except as conferred by law or
authorized by the Directors or by the Exchange in general
meeting.
123.
FINANCIAL YEAR OF EXCHANGE
The Exchange
may, as the Board determine, close its accounts at the end
of the fiscal year or at the end of the calendar year.
124.
SCHEDULED BANK
The accounts of the Exchange shall be kept in a scheduled
bank(s).
125.
ANNUAL ACCOUNTS
The Directors
shall as required by Sections 233 and 236 of the Ordinance
cause to be prepared and to be laid before the Exchange in
general meeting such income and expenditure accounts and
balance sheets duly audited and reports as are referred to
in those sections.
126.
BALANCE SHEET AND INCOME AND EXPENDITURE ACCOUNT
A balance
sheet, income and expenditure account, and other reports
referred to in the preceding Article shall be made out in
every year and laid before the Members in the annual
general meeting made up to a date not more than four moths
before such meeting the balance and income and expenditure
account shall be accompanied by a report of the Auditors
of the Exchange and the report of Directors.
127.
COPY OF ACCOUNTS TO BE SENT TO MEMBERS
A copy of the
balance sheet and income and expenditure account and
reports of Directors and Auditors shall, at least twenty
one days preceding the meeting, be sent to the persons
entitled to receive notices of general meetings in the
manner in which notices are to be given as hereinafter
provided.
128.
EXCHANGE TO INVEST IN GOVERNMENT SECURITIES
The Exchange
shall utilize its income for promoting its objects or any
of them and any money set apart or not utilized shall not
exceed twenty five percent (25%) of its income or rupees
ten thousand (10,000), which ever is less. Any excess
amount will be invested in Government securities or in NIT
units under intimation to the Central Board of Revenue.
129.
AUDIT
Auditors shall
be appointed and their duties regulated in accordance with
Sections 252 to 255 of the Ordinance. No person shall be
appointed as an auditor of the Exchange unless he is a
chartered accountant.
VIII NOTICES
130.
NOTICE TO MEMBERS, ETC.
Notice shall
be given by the Exchange to Members and auditors of the
Exchange and other persons entitled to receive notice in
accordance with Section 50 of the Ordinance.
IX WINDING
UP
131.
DISSOLUTION
In the event
of the dissolution of the Exchange, its assets left after
meeting its liability, if any, shall be transferred to
another institution to which approval has been granted by
the SEC and the information of such dissolution shall be
provided to the SEC forthwith.
X INDEMNITY
132.
INDEMNIFICATION
Every officer
or agent for the time being of the Exchange may be
indemnified out of the assets of the Exchange against any
liability incurred by him in defending any proceedings,
whether civil or criminal, arising out of his dealings in
relation to the affairs of the Exchange except those
brought by the Exchange against him, in which judgment is
given in his favour or in which he is acquitted, or in
connection with any application under Section 488 of the
Ordinance in which relief is granted to him by the court.
XI AMENDMENTS
133.
AMENDMENTS
No amendments
shall be made in the Memorandum or Articles of Association
or the Rules, Regulations and Bye-Laws of the Exchange
without the prior approval of the SEC.
XII ARBITRATION
134.
ARBITRATION COMMITTEE
The Board
shall in its first meeting after completion in accordance
with Article 64, or as soon, thereafter, as possible,
appoint an Arbitration Committee comprising of either
three (3) or five (5) of the past Presidents/Chairmen of
the Exchange. Provided that the Board may appoint the
first Arbitration Committee from the Members of the
Exchange.
135.
ARBITRATION
Whenever any
difference arises between the Exchange on the one hand and
any of the Members their executors or administrators on
the other hand touching the true intent or construction,
or the incident or consequences of these Articles or of
the statutes, or touching anything there or thereafter
done, executed omitted or suffered in pursuance of these
Articles or of the statutes or touching any breach or
alleged breach of these Articles, or any claim on account
of any such breach or alleged breach, or otherwise
relating to the premises, or to these Articles or to any
statute affecting the Exchange or to any of the affairs of
the Exchange, every such difference shall, as a condition
precedent to any other action at law be referred, in
conformity with the Arbitration Act, 1940, or any
statutory modification thereof and any rules made
thereunder, to the decision of the Arbitration Committee
established as per Article 134, and such decision shall be
final and binding on the parties.
We, the
several persons whose names, addresses and descriptions
are subscribed hereunder are desirous of being formed into
a Company in pursuance of these Articles of
Association.
S.No.
Name / Address
Signatures
1. Amanullah Khan
S/o Ch. Mohammad Saddique Khan
38 Nisar Road, Westridge 2,
Rawalpindi
Pakistani
Business (Industry/Investment).
2. Tariq Iqbal Khan
S/o Iqbal Ahmed Khan
H.No. 70, St.8, G-10/3
Islamabad
Pakistani
Business (Professional Practice
and Investment).
3. Khalid Waheed
S/o Dr. Abdul Waheed
99-Faizabad, Murree Road,
Rawalpindi
Pakistani
Business (Mfg.
Industry/Investment).
4. Firozuddin A. Cassim
S/o Akbar Ali Cassim
D-42, Block-9, KDA Scheme No.5
Kehkashan, Karachi
Pakistani
Business (Investment & Port
Folio
Management Member Stock
Exchange)
5.
A. Lateef Ibrahim Jamal
S/o Ibrahim Jamal
17/134 Faran CHS
Karachi
Pakistani
Business (Mfg. & Investment,
Member
Stock Exchange).
6. Mian Habibullah
S/o Mian Mohammad Omar
67-Westridge 2,
Rawalpindi
Pakistani
Business (Textile Industry).
7. Mian Parvez Aslam
S/o Mian Muhammad Aslam
60-A/1, Satellite Town,
Rawalpindi
Pakistani
Business (Industry).
8. Mohammad Haji Yaqoob
S/o Haji Yaqoob
H.No.4, St. 71, F-8/3
Islamabad
Pakistani
Business (Hotelling Industry)
9. S. M. Hasan
S/o S. Riaz Hussain
30-A, Westridge 1,
Rawalpindi
Pakistani
Business (Carpet Trading).
10. Sh. Mohammad Shabbir
S/o Sh. Mohammad Siddiq
H.No. 10, St. 37, F-6/1,
Islamabad
Pakistani
Business (Industry).
Date 12th
day of October, 1989
Witness to the
above signatures
MAZHAR UL
ISLAM LODHI
S/o Shamshad
Muhammad Lodhi
C/o Tariq Ayub
Anwar & Co.
Chartered Accountants
2nd Floor, Attaullah Market
Kashmir Road,
Rawalpindi
Pakistani
Chartered Accountant
|