New Article 94 provides that casual vacancies arising in the office of a member of the Council (other than the Chief Executive and lay members) shall be filled by the Council provided that an individual member vacating office shall be replaced by an individual member and a director of a corporate member by a director of a corporate member. Such person retains office until the conclusion of the next Annual General Meeting.
Casual vacancies in the office of lay members are filled by the Council after consultation with the Commissioner for Securities.
The existing Article 95 allows the Exchange in General Meeting to increase or reduce the number of members of the Committee. The number of members of the Council will however be fixed at 22. If at any time it is desired to have a number other than 22 the Articles will have to be altered by Special Resolution.
The new Article 95, inter alia, provides that persons elected as members of the Council as individual members or directors of corporate members may remain as members of the Council notwithstanding that they cease to be eligible under the particular category under which there were elected provided they continue to be engaged in the business of dealing in securities as an individual member or a director of a corporate member or in the employ of a member of the Exchange.
5.
The amended sub-paragraph (c) of Article 106 is to reflect that a sub-committee of the Council may exist of members of the Council, members of the Exchange and co-opted persons who belong to neither category. The existing sub-paragraph (c) of Article 106 only allowed members of the Committee, members of the Exchange and/or the Secretary of the Exchange to form a sub-committee. The deletion of sub-paragraph (i) will remove the power of the Council to expel a member who in the opinion of and majority of the members of the Council present and voting has been guilty of improper conduct.
6. New Article 110 amends the existing Article 110 by providing that the office of a member of the Council shall be vacated if, being elected an individual member or a director of a corporate, member, he ceases to be either and ceases to be engaged in the business of dealing in securities in the employ of a member of the Exchange, is a lay member who ceases to be eligible as such or if being Chief Executive he ceases to hold the office of Chief Executive.
7. Amended Article 111 provides that the Exchange may by special resolution remove any member of the Council but the provision relating to the appointment by Ordinary Resolution of a person in his stead will be deleted. The vacancy will instead be filled as a casual vacancy pursuant to Article 94.
8.
The amendment to Article 124 will allow persons other than dealing directors registered as such under Article 26 of the Articles to be appointed corporate representatives of corporate members.
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