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Chapter Law Content

Title: Futures Trading Act CH
Category: Financial Supervisory Commission(金融監督管理委員會)
Chapter II Futures Exchange
Section II Membership Futures Exchange
Article 21
A membership futures exchange shall be established as a nonprofit association.
Article 22
The number of members of a membership futures exchange shall be no less than seven.
Article 23
The promoters of a membership futures exchange shall, by unanimous agreement, execute the articles of association containing all the following particulars and affix their signatures/seals:
1. Objectives.
2. Name.
3. Location of the head office.
4. Organization and responsibilities.
5. Membership categories and eligibility.
6. Number of memberships allowed.
7. Accession and withdrawal of members.
8. Membership contributions and refunds.
9. Member discipline.
10. Number, responsibilities, term of office, and election and removal of directors and supervisors.
11. Matters regarding clearing and settlement.
12. Imposition of penalties for breach of contract.
13. Matters regarding transaction fees and charges for members.
14. Apportionment of membership expenses.
15. Disposal of residual assets upon dissolution.
16. Accounting.
17. Procedures for amending the articles of association.
18. Methods for public announcements.
19. Any other matters as required by the Competent Authority.
20. Date of execution of the articles of association.
Article 24
The members shall make their contributions in accordance with the provisions of the articles of association. The minimum contribution amounts shall be prescribed by the Competent Authority according to the categories of membership.
Apart from the sharing of membership expenses according to the provisions of the articles of association and the contributions referred to in the preceding paragraph, a member's liability for the futures exchange is limited to ten times its membership contribution.
The member contributions referred to in paragraph 1 shall be paid in cash.
Article 25
In the event of any of the following acts by a member of a membership futures exchange, the futures exchange shall impose upon the member a monetary penalty and may further warn, suspend, or restrict such member from trading on the futures exchange. If the circumstances are material, it additionally may expel the member:
1. Any violation of law or regulation or failure to comply with any administrative disposition issued by the Competent Authority pursuant to law or regulation.
2. Any violation of the articles of association, operating rules, brokerage contract regulations, or any other rules of the futures exchange.
3. Any trade in violation of the principles of integrity and good faith which may cause damage to another.
The expulsion of a member under the preceding paragraph shall be reported to the Competent Authority for recordation.
Article 26
When a member withdraws from membership or is suspended from trading, the membership futures exchange shall, in compliance with the articles of association, require that member or designate another member to wind up and liquidate its trades on the futures exchange. Within the scope of winding up and liquidating the trades, the member shall be deemed to have not yet withdrawn from membership or been suspended from trading.
When another member is designated to wind up and liquidate trades under the preceding paragraph, a mandate relationship is deemed to exist between the withdrawing member and the designated member insofar as is necessary for winding up and liquidating the trades.
Article 27
A membership futures exchange shall have at least three board directors and one supervisor elected from among its members in accordance with the articles of association. At least one-fourth of the directors shall be elected from among non-member experts, half of whom shall be appointed by the Competent Authority and the remaining shall be selected by the Board with the approval of the Competent Authority. The selection procedures for such directors shall be prescribed by the Competent Authority.
The term of office of both directors and supervisors shall be three years. Successive terms in office are permissible upon re-election or reappointment.
The directors shall establish a board of directors and elect a chairman with the consent of the majority of the directors.
The board chairman shall be a full-time executive officer. This requirement shall not apply, however, if the membership futures exchange has assigned another managerial officer vested with full authority to take charge of its operation.
Article 28
No person who falls within any of the following categories shall serve as a promoter, director, supervisor, or manager of a membership futures exchange; those already serving in any of these capacities shall be discharged:
1. Any person specified in any subparagraph of Article 30 of the Company Act.
2. Any person who served as a director, supervisor, managerial officer, or other equivalent position of a juristic person at a time it was adjudicated bankrupt if three years have not elapsed since the close of the bankruptcy or the reconciliation has not been fulfilled.
3. Any person with a record of a negotiable instrument being dishonored by a financial institution in the preceding three years.
4. Any person who has been discharged from their position under paragraph 1 of Article 101 of this Act, or Article 56 or subparagraph 2 of Article 66 of the Securities and Exchange Act within the past five years.
5. Any person who has been sentenced under this Act, the Foreign Futures Trading Act, the Company Act, the Securities and Exchange Act, the Banking Act, the Foreign Exchange Regulation Act, the Insurance Act, or the Credit Union Act to a punishment not less severe than a criminal fine, and five years have not elapsed since the completion of sentence execution, the expiration of the suspension of sentence, or the pardon of the crime.
6. Any person who has been removed from their position pursuant to subparagraph 2 of Article 100 of this Act within the past five years.
7. Any person proven to have been improperly used by another to fill a position as a promoter, director, supervisor, or managerial officer of a membership futures exchange.
If a promoter, director, or supervisor of the membership futures exchange is a juristic person, the preceding paragraph shall apply mutatis mutandis to the representative of the juristic person or the individual designated to execute business for the juristic person.
Article 29
A member director's or supervisor's representative, a non-member director or supervisor, or any other employee of a membership futures exchange is prohibited from trading on that futures exchange for themself under any name, whether on their own or by appointing any other person to do so. The persons referred to in the preceding paragraph are prohibited from providing funds to, sharing profits or losses with, or being involved in any other business interest with any member of that exchange. However, this restriction shall not apply to the representatives of member directors or supervisors who perform such acts for the interests of the members they represent.
Article 30
In the event that the Competent Authority finds that any director or supervisor of the futures exchange was improperly elected, or any director, supervisor or manager has violated any law or regulation, or the articles of association, or fails to comply with any administrative disposition issued by the Competent Authority pursuant to law or regulation, the Competent Authority may notify the futures exchange to discharge such person from their office.
Article 31
Unless otherwise provided in this Act, the provisions of the Company Act regarding directors, supervisors, or managerial officers shall apply mutatis mutandis to the directors, supervisors, or managerial officers of a membership futures exchange.
Article 32
The provisions of this section regarding directors and supervisors shall apply mutatis mutandis to their designated representatives.
Article 33
A membership futures exchange shall proceed with the dissolution process upon the occurrence of any one of the following causes:
1. Occurrence of any cause of dissolution specified in the articles of association.
2. Resolution of the general meeting of members.
3. Membership of less than seven members.
4. Bankruptcy.
5. Withdrawal of the permission for the establishment of the futures exchange.
Dissolution under subparagraph 2 of the preceding paragraph shall not become effective without approval from the Competent Authority.