TRINIDAD AND TOBAGO
THE COMPANIES ACT 1995
An amended By-Law relating generally to the conduct of the affairs of the SECURITIES DEALERS ASSOCIATION OF TRINIDAD TOBAGO
BE IT ENACTED as the general By-law of SECURITIES DEALERS ASSOCIATION OF TRINIDAD TOBAGO (hereinafter called the "Association") as follows:
1.1 In this By-law and all other By-laws of the Association, unless the context otherwise requires:
(a) "Act" means the Companies Act, 1995 as from time to time amended and every Statute substituted therefor and in the case of such substitution, any references in the By-laws of the Association to provisions of the Act shall be read as references to the substituted provision therefor in the new Statute or Statutes;
(b) "Affiliate" has the meaning ascribed to that term in the Act;
(c) "Board" means the Board of Directors of the Association as from time to time constituted under the By-laws;
(d) "By-laws" means any By-law of the Association from time to time in force;
(e) "Member" means a fully paid up member of the Association and such term wherever appearing shall exclude associate members and honorary members.
(e) "Regulations" means any Regulations made under the Act, and every Regulation substituted therefor and in the case of such substitution, any references in the By-laws of the Association to provisions of the Regulations shall be read as references to the substituted provisions therefor in the new Regulations;
(f) "Securities Act" means the Securities Industry Act, 1995 as amended from time to time.
(g) All terms contained in the By-laws and defined in the Act or the Regulations or the Securities Act shall have the meanings given to such terms in the Act or the Regulations or the Securities Act; and
(h) The singular includes the plural and the plural includes the singular; the masculine gender includes the feminine and neuter genders; the word '”person" includes bodies corporate, companies, partnerships, syndicates, trusts and any association of persons; and the word "individual" means a natural person.
2. REGISTERED OFFICE
2.1 The registered office of the Association shall be in Trinidad and Tobago at such address as the Directors may fix from time to time by resolution.
3.1 There shall be three classes of membership, namely:
(a) Institutions registered as market actors under the Securities Act and who are paid up members in good standing of the Association who shall be described as "Members";
(b) Other institutions and individuals involved in banking and finance, who shall be described as "Associates"; and
(c) Any distinguished person appointed by the Board who shall be described as "Honorary Member"
Members from classes "b" and "c" shall attend meetings only by specific invitation by the Board and shall not have a right to vote on any matter before the Association’s Membership.
3.2 The Association may by resolution from time to time invite any other institution registered under the Securities Act or any financial institution to become a Member of the Association.
3.3 Upon the Association inviting in manner hereinbefore provided any institution registered under the Securities Act or any financial institution to become a Member of the Association, such invitee shall signify his acceptance in writing to the Association and shall conform to provisions of the Association's Articles and By-laws for the time being in forced.
3.4 No institution shall become a Member of the Association until the Board has received two (2) written references from existing Members and until such institution has paid all fees and duties as directed by the Board.
3.5 The Association may by resolution from time to time invite any institution or other persons involved in the securities industry to become Associate Members of the Association and such Associate Members may be invited to participate in the deliberations of the Board but shall have no vote.
3.6 The Association may from time to time admit to Honorary Membership of the Association individuals who are distinguished in securities, banking, commerce, or other professions or who have rendered public service in Member Countries of CARICOM or other places. Honorary Members shall not be required to sign any application form, or pay a fee or subscription, or to be under any liability in the event that the Association is wound up. They may be invited to attend meetings of the Association but shall have no vote. Annual renewals of the Membership of and Honorary Member shall be automatic unless such membership is terminated by the Board.
4. CESSATION OF MEMBERSHIP
4.1 Membership of the Association shall cease: -
(a) If the Member, being a corporation, is wound up or dissolved;
(b) If the Member, being an Associate Member, shall resign from the Association on giving notice of intention and on such Member paying all subscriptions due to such date;
(c) If the Member is expelled from the Association by a Special Resolution which had been previously submitted to and approved by the President of the Association;
(d) If a Member does not pay annual dues within three (3) months of such dues becoming due and payable.
5. CONDUCT OF MEMBERS
5.1 The Association shall be politically non-partisan and no Member shall be allowed at any meeting to call into question the conduct of any other Member in the independent exercise of his political privileges; but save as aforesaid political questions relevant to its objectives may be discussed by the Association and resolutions may be passed thereon.
5.2 All Members of the Association acknowledge the right and authority of the Association to speak and act on their behalf on all national matters within the objectives of the Association affecting the whole of Trinidad and Tobago.
5.3 Every Member shall be bound to further to the best of his ability the objectives, interest and influence of the Association and shall observe all the By-laws of the Association made pursuant to the powers in that behalf hereinafter contained.
6. THE BOARD OF DIRECTORS AND OFFICERS
6.1 The business of the Association shall be managed by the Board which shall exercise all the powers of the Association in so far as they are not required by the Articles or the By-laws or the Act to be exercised by the Association otherwise.
6.2 The Board shall consist of the number of Directors provided in the Articles, or, if a minimum and maximum number is so provided, with that number so elected at the last meeting of Members where Directors were elected.
6.3 Election and Term — The election of Directors shall take place biennially at the annual meeting of Members and all the Directors then in office shall retire but, if qualified, shall be eligible for re-election. The number of Directors to be elected at any such meeting shall be the greater of the number of Directors then in office or the minimum number specified in the Articles, but the Members may determine to elect additional Directors up to the maximum number permitted by the Articles. Where the Members adopt an amendment to the Articles to change the number or maximum or minimum number of Directors, the Members may, at the meeting which they adopt the amendment, elect any number of Directors authorized by the amendment. The election shall be by resolution. If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected. There shall be no more than two (2) Directors sitting on the Board at any time from affiliated companies.
6.4 The Association shall elect biennially from amongst its Members a President, a Vice President, and a Treasurer; each of whom shall continue to hold office until the succeeding biennial meeting when he shall be eligible for re-appointment provided that such officer shall cease to hold office if he ceases to be the appointed representative of a Member in which event the office so held shall be declared vacant and new elections held to fill the vacant position.
6.5 The Board may appoint a person or persons not being a Director to the office of Secretary.
6.6 The President of the Association for the time being will also hold the office of Chairman of the Board.
6.7 The Secretary when appointed by the Board shall also be Secretary to the Association but shall have no vote.
6.8 All acts done at any meeting of the Board shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment or election of any Member of the Board be as valid as if every such Director had been duly appointed or elected.
6.9 A Member of the Board shall notwithstanding anything contained in these By-laws ipso facto cease to be a Director:
(a) If found to be a lunatic or of unsound mind, or
(b) If he submits a resignation in writing to the Association, or
(c) If he becomes bankrupt, or
(d) If on a Resolution of two-third of the Members of the Board he is impeached for acting in a manner contrary to the aims and objectives of the Association.
7.1 Meetings of the Board shall be convened by the Secretary and shall be held on such dates as may be fixed by the Board. No business other than fixed by the agenda shall be discussed except with the consent of three-fourths of those present. Special meetings of the Board may be convened at the request of any member of the Board. Notice in writing of every special meeting stating the general nature of the business to be transacted must be given by the Secretary to each member of the Board at least twenty-one (21) days prior to the date of the meeting. Any such Member may give notice to the Secretary not later than seven (7) days before the meeting, of any item of business to be placed on the agenda for such meeting.
7.2 All meetings of the Board shall be presided over by the President and if there shall be no such officer or if he be absent then by the Vice-President or in their absence by one of the Board members elected by those present at the meeting.
7.3 Quorum – Five (5) members of the Board present (either in person or via electronic or digital media in exceptional circumstances) shall form a quorum thereof and any action taken by a majority of those members of the Board present at any meeting of the Board at which a quorum is present shall constitute the action of the Board.
7.4 At any meeting of the Board where there is a tie vote on any matter before the Board, the Chairman shall have a casting vote in addition to his or her vote as a member of the Board.
7.5 The Association shall hold an Annual Meeting in every year not later than 15 months after the holding of the last preceding Annual Meeting for the purpose of receiving and approving the report of the Board for the calendar year just expired, the accounts and the Auditor's report thereon, the appointment of Auditors and the election and appointment of Directors and officers.
7.6 Notice in writing of every General Meeting of Members stating the general nature of the business to be transacted must be given by the Secretary to each Member of the Board at least twenty-one (21) days prior to the date of the meeting.
7.7 The General Meetings mentioned in the last preceding paragraph shall be called Annual Meetings; all other general meetings shall be called Special Meetings. The notice period indicated at clause 7.6 shall also apply to Special Meetings. Subject to clause 7.12 the quorum for all meetings of Members of the Association shall be 50% of the Members.
7.8 Special meetings of the Association shall be convened by the Secretary:
(a) whenever he may be instructed by the President or the Board to do so, or
(b) on the requisition in writing signed by any three (3) Members of the Association. The requisition and notes shall state the object of the meeting and no other business shall be entertained.
7.9 All Members of the Association including Associate Members and Honorary Members are entitled to receive notices of meetings in the manner and form provided in this By-law.
7.10 All notices required to be served under this By-law shall be deemed to be sufficiently served on each Member if either delivered personally or at the address of such Member or, alternatively, if mailed or sent via electronic mail on or before the last day for such service addressed to such Member at his address/email address in the register of Members: PROVIDED HOWEVER that meetings of the Board may be called by notice in writing delivered personally, or by electronic mail to Members or delivered personally to the Member or to a responsible person at such Members' home or office by the required deadline set for such meetings or such lesser period as the Board may from time to time decide.
7.11 A meeting of the Association shall, notwithstanding that it is called by a shorter notice than specified in the last preceding paragraph, be deemed to have been duly called with regard to the length of notice if it is so agreed:
(i) in the case of a meeting called as the Annual Meeting by all the Members entitled to attend and vote thereat; and
(ii) in the case of any meeting by a majority in number of the Members having a right to attend and vote all at the meeting.
7.12 The accidental omission to give notice to any Member entitled under these By-Laws to receive notice of a general meeting or the non-receipt by any such Member of such notice shall not invalidate the proceedings at that meeting.
7.13 If on the day appointed for a meeting of the Board or Association a quorum is not present the meeting shall stand adjourned until the following day at the same place and time and if at such adjourned meeting a quorum is not present, the Members present, if it be an Annual Meeting, shall form a quorum; in any other case the meeting shall be dissolved.
7.14 The President of the Association shall preside as Chairman at every meeting of the Association, or if he is not present the Vice-President, or in their absence the Members present shall choose one of their Members to be Chairman.
7.15 At each Annual Meeting the Board shall present a written report of its proceedings since the last Annual Meeting signed by the President or Vice-President and the Treasurer and audited accounts of the Association covering the last financial year ending on the 30th June certified by the Auditors.
7.16 Questions shall be determined by a majority of Members present and voting by a show of hands unless a person entitled to vote at the meeting has demanded a ballot, and in the case of equality of votes the Chairman shall have an additional or casting vote.
7.17 No Members shall be entitled to vote at any meeting unless all monies due and payable by him to the Association have been paid.
7.18 Votes may be given either personally or by proxy, or in the case of a Company, by a representative duly authorised. The instrument appointing a proxy shall be in writing.
7.19 The instrument appointing a proxy shall be forwarded to the Secretary not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting, as the case may be, at which the person named in such instrument proposes to vote in a form acceptable to the Secretary at his discretion.
8.1 The Board shall have power from time to time to appoint such standing, special or other committees of its Members to consider and deal with special matters that may be thought desirable and shall have power to associate with such committees any person who is an Honorary Member or a representative of any Associate Member of the Association which persons when so appointed shall have full power to act and vote on such committees.
8.2 The President, the Vice-President and the Secretary shall be ex officio members of all sub-committees.
8.3 All resolutions, minutes of proceedings of the Board and all reports of sub-committees shall be available to the Members.
9. MAKING, ALTERING AND REVOKING BY-LAWS
9.1 The Board shall have power from time to time to make such By-laws for the furtherance of the purposes for which the Association is established and for carrying out the business of the Association as the Board may from time to time consider necessary.
9.2 The By-laws may be altered from time to time by Special Resolution of the Association provided however that no addition, alteration or amendment shall be made to the By-laws unless the same shall have been previously submitted to and approved by the Board.
10 APPOINTMENT OF ATTORNEYS
10.1 The Board may at any time from time to time by Power of Attorney under the seal of the Association appoint any person or persons to be Attorney or Attorneys of the Association for such purposes and with such power and authorities and discretions (not exceeding those vested in or exercisable by the Association under these presents) and for such period and subject to such conditions as the Board may from time to time think fit.
11. OFFICERS AND STAFF
11.1 All officers if appointed shall subject to Section 84 (2) of the Act, have such of the powers of the Board and exercise such of its duties and responsibilities as the Board shall delegate or assign to them from time to time.
11.2 The retiring age of all salaried employees and other employees of the Association shall be fixed by the Board but the Board may extend the period of office by resolution of three-quarters of those present at a meeting of the Board specially called for the purpose.
12. ACCOUNTS AND SUBSCRIPTIONS
12.1 The funds of the Association shall be under the control of the Board. The Board shall cause proper books of account to be kept with respect to all the sums of money received and expended by the Association. The books of account shall be kept at the Registered Office and shall be open to the inspection of all Members through their duly authorised representatives including Associate and Honorary members at all times during usual business hours.
12.2 The financial year of the Association shall run from the 1st July to the 30th June in each year.
12.3 The Annual subscription of each Member shall be such sum as the Board may determine from time to time.
12.4 The Annual subscription of an Associate shall be such sum as the Board may determine from time to time.
12.5 Representatives of Members and Associates shall not be personally liable to pay any subscription or additional annual assessment.
12.6 Subscriptions shall be payable in advance on the first day of June in every year.
12.7 If any Member shall be three (3) months in arrears in respect of any payment of subscription or additional annual assessment then without prejudice to any other liability, its representatives shall cease to have the rights to vote at meetings of the Association and the Board so long as such default continues. All subscriptions and other sums payable by Members under these By-laws shall be recoverable as a debt due to the Association.
13. MINUTES AND RECORDS
13.1 Correct minutes shall be kept of the proceedings of the Association and of the Board and of all Standing or sub Committees of the Association. Minutes of the proceedings of the Association shall be open to the inspection of any Member including Associate and Honorary Members of the Association at all convenient times.
13.2 The Secretary shall keep correct lists of the names and addresses of the Members of the Association. Such list shall be open to any Member, Associate Member or Honorary Member at any convenient time.
13.3 The Board shall provide for safe custody of the Seal and the Seal shall never be used except by the Authority of the Board at least being the President or any of the Vice-Presidents who shall be countersigned by the Secretary or some other person appointed by the Board.
14.1 The Association at each Annual Meeting shall elect an Auditor or Auditors to hold office until the next Annual Meeting and shall at the same time fix the remuneration (if any) payable to such Auditor or Auditors.
14.2 Every Auditor of the Association shall have a right of access at all times to the books and accounts and vouchers of the Association and shall be entitle to require of the Board and officers of the Association such information and explanations as may be necessary for the performance of the duties of the Auditors and the Auditor shall make a report to the Members of the accounts examined by them and on every Balance Sheet laid before the Association in General Meeting during their tenure of office and in every such report shall state whether in their opinion the Balance Sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the financial state of the Association in General Meeting. Auditors may be removed from office in accordance with the Act.
15. INDEMNITIES TO DIRECTORS
15.1 The members of the Board shall at all times be indemnified out of the funds of the Association against all losses, costs and charges which they may incur or may be put to by reason or in consequence of any act, matter or thing done or permitted by them in or about the bona fide execution of the duties of their office.
16. FOR THE PROTECTION OF DIRECTORS, OFFICERS AND ASSOCIATION
16.1 No member of the Board shall be liable for the acts or default of any other member of the Board, or for joining in any receipt or other act for conformity, or for any loss or expense incurred by the Association through the insufficiency or deficiency of any security in or upon which any of the funds of the Association shall be invested or for any loss or damage arising from the bankruptcy or insolvency or wrongful act of any person with whom any moneys, securities or effects shall be deposited or for any loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his office or in relation thereto, unless the same shall happen through his own act of wilful neglect or default.
16.2 No Member and no partner, director or officer of a Member (including in all cases a Member whose rights and privileges have been suspended or terminated and a Member who has been expelled from the Association or whose Membership has been forfeited) shall be entitled to commence or carry on any action or other proceedings against the Association or against the Board, or against any member of the staff or officer of the Association in respect of any penalty imposed or any act or omission done or omitted under the provisions of and in compliance with or intended compliance with the provisions of any By-laws, or policy.
17.1 The common seal of the Association shall be such as the directors may by resolution from time to time adopt.
18. EXECUTION OF INSTRUMENTS
18.1 Contracts, deeds, documents or instruments in writing requiring the signature of the Association may be signed by:
(a) the President, the Vice President; or
(b) any other Director together with the Secretary,
All contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorisation or formality. The Directors shall have power from time to time by resolution to appoint any officers or persons on behalf of the Association either to sign certificates for shares in the Association and contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
18.2 The common seal of the Association may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officers or persons specified in paragraph 18.1 hereof.
18.3 Subject to section 138 of the Act-
(a) a Director together with the Secretary or the President, or
(b) any two Directors,
shall have authority to sign and execute (under seal of the Association or otherwise) all instruments and deeds that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any property, shares, stocks, bonds, debentures, rights, warrants or other securities.
Dated this 6th day of July, 2017