- ARTICLE I – Name
- ARTICLE II – Affiliate Organizations
- ARTICLE III – Membership
- ARTICLE IV – Affiliate Delegates
- ARTICLE V – Board of Governors
- ARTICLE VI – Officers
- ARTICLE VII – Vacancies
- ARTICLE VIII – Nomination
- ARTICLE IX – Elections
- ARTICLE X – Amendments
- ARTICLE XI – Fiscal Year
- ARTICLE XII – Dues
- ARTICLE XIII – Meetings
- ARTICLE XIV – Indemnification
As approved by delegates at the 69th Annual Business Meeting in Boca Raton, Florida on October 12, 2002 and revised by the Board of Governors at their annual spring Board meeting held on April 22, 2010, in New York, NY.
October 12, 2002
The purpose of the Association is to promote the interests of our members throughout the global financial markets, providing representation of these interests in the legislative, regulatory and technological processes, while fostering goodwill and high standards of integrity. The Association will also strive to foster cooperation among all segments of the international securities industry in order to enhance free and open markets for the mutual benefit of its membership and investors.
ARTICLE I – NAME
The name of this Association shall be Security Traders Association, Inc.
ARTICLE II – AFFILIATED ORGANIZATIONS
This Association shall be the parent of affiliated organizations, which subscribe to its principles and consist of members who are engaged in the securities business.
Section 1. Eligibility for Affiliation.
Any securities organization representing a definite geographical area and comprising twenty-five (25) or more dues paying members may apply for affiliation with the Association in such form as the Board of Governors may require. Final approval for such application shall require a two-thirds (2/3) majority vote of the Board of Governors. A minimum of twenty-five (25) dues paying members shall be required for maintenance of Association affiliation as a group. Members of Affiliates whose active membership falls below twenty-five (25) in number may retain active membership on an individual basis as provided for in Section 2 hereof.
Section 2. Eligibility for Members-At-Large.
(a) Individuals of good reputation, eligible for active membership in the Association, but not a member of any Affiliate and not residing in an area where an affiliated organization exists, may be elected to membership directly in the Association upon proper application and approval by the Board of Governors.
(b) Individual applications for membership in an Affiliate which do not meet such Affiliate’s membership requirements should be forwarded to the Association’s Board of Governors for consideration of the applicant as a member-at-large.
Any securities organization which has its principal office outside of the United States, but which, in the opinion of the Board of Governors, otherwise meets the qualification for affiliation may be granted affiliation with the Association upon the affirmative vote of two-thirds (2/3) of the full membership of the Board. The Board of Governors, by a two-thirds (2/3) majority vote, may establish terms and conditions of affiliation, including the amount of annual dues to be paid and the number of Affiliate Delegates to which each Affiliate would be entitled.
ARTICLE III – MEMBERSHIP
Section 1. Classification.
Membership shall consist of the following classes:
Section 2. Regular Membership.
Regular membership shall consist of all members of affiliated organizations within the United States who have been duly certified for membership in the Association by the Secretary or other officer of such affiliated organizations and for whom the Association has received annual dues. Regular membership shall also consist of such additional individuals as may be elected to membership in accordance with Article II, Section 2, and for whom annual dues have been received.
Section 3. International Membership.
Any member of an Affiliate domiciled outside the United States, who is in good standing under the rules and regulations of such International Affiliate and who shall have been duly certified for membership in the Association by the Secretary or other officer of the Affiliate, shall be accepted as a member of the Association, with all rights, duties, privileges and obligations pursuant to these By-Laws, subject only to any term or condition as may have been established pursuant to Article II, Section 3.
Section 4. Associate Membership.
Members of the Association who are no longer actively engaged in the securities business may become Associate Members of the Association upon proper application and approval by a majority vote of the Board of Governors. They shall be entitled to participate at conventions of the membership and shall be permitted to attend all functions of the Association on the same basis as active members.
Section 5. Honorary Membership.
(a) At its discretion, the Board of Governors may elect such persons as it deems appropriate to Honorary Membership in the Association.
(b) Each President and Chairman, upon retirement from the securities industry will automatically have Honorary Membership in this Association without further action being necessary.
Section 6. Expulsion or Suspension from Membership.
Any member may be expelled or suspended from membership for conduct deemed harmful to the interests of the Association or inconsistent with just and equitable principles of trade by an affirmative vote of two-thirds (2/3) of the members of the Board of Governors. When charges of misconduct or other complaints concerning a member, who is a member of the Association by virtue of his membership in an Affiliated Organization, are received, the Board of Governors, by an affirmative vote of two-thirds (2/3) of the members of the Board, shall refer such charges or complaints to the Affiliated Organization for action. If for any reason the Affiliated Organization chooses not to act thereon, the Board of Governors may, in its discretion, act. However, the Board shall not act until after ten days’ notice in writing shall have been given to the member and he shall have had a reasonable opportunity to be heard in person by a committee appointed by the Chairman. The committee shall report in writing its findings of charges of misconduct and recommendations for action to the Board of Governors. In the event charges or complaints are made against a Member-at-Large, the Board of Governors shall refer them for action to a committee of the Board of Governors of at least five (5) Governors to be chosen by the Board of Governors to review and recommend appropriate action to the entire Board.
ARTICLE IV – AFFILIATE DELEGATES
Section 1. Functions of Delegates: Quorum.
At any duly convened meeting of members, only Affiliate Delegates shall be counted for quorum purposes or be empowered to vote on matters presented to the membership for action. Each Affiliate Delegate shall have one vote. A majority of the total number of Affiliate Delegates which may be selected pursuant to Section 2 of this Article IV shall constitute a quorum. Unless otherwise provided in these By-Laws, the act of the majority of the Affiliate Delegates present at a meeting of members at which a quorum is present shall be the act of the membership. The Executive Committee shall have the authority to allow absentee votes from Affiliate Delegates when extraordinary circumstances prevent attendance at a meeting. This authority shall not extend to circumstances of an individual nature.
Section 2. Selection of Delegates.
(a) The Affiliate Delegates shall consist of active members appointed or elected by individual affiliated organizations and so certified to the Secretary of the Association. Each Affiliated Organization shall designate by name the number of Delegate(s) and Alternate Delegate(s) to which each Affiliated Organization shall be entitled in accordance with the schedule of categories set forth in sub-section (b) below. Alternate Delegates shall serve in the absence or incapacity of the designated Delegate.
(c) The number of Delegates and Alternate Delegates to which each Affiliated Organization shall be entitled is based upon the aggregate number of active members of the Corporation each Affiliated Organization has enrolled.
- If the Affiliated Organization has at least 25 and no more than 50 members, it is entitled to one (1) Delegate and (1) Alternate Delegate;
- If the Affiliated Organization has at least 51 and no more than 100 members, it is entitled to two (2) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 101 and no more than 150 members, it is entitled to three (3) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 151 and no more than 200 members, it is entitled to (4) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 201 and no more than 250 members, it is entitled to five (5) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 251 and no more than 300 members, it is entitled to six (6) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 301 and no more than 350 members, it is entitled to seven (7) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 351 and no more than 500 members, it is entitled to eight (8) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 501 and no more than 750 members, it is entitled to nine (9) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 751 and no more than 1000 members, it is entitled to ten (10) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 1001 and no more than 1250 members, it is entitled to eleven (11) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 1251 and no more than 1500 members, it is entitled to twelve (12) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 1501 and no more than 1750 members it is entitled to thirteen (13) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 1751 and no more than 2000 members, it is entitled to fourteen (14) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 2001 and no more than 2250 members, it is entitled to fifteen (15) Delegates and Alternate Delegates;
- If the Affiliated Organization has at least 2251 members, it is entitled to sixteen (16) Delegates and Alternate Delegates;
- The maximum number of Delegates and Alternate Delegates to which any organization is entitled is sixteen (16).
[NOTE: For non-U.S. Affiliates, the number of delegates assigned (based on the number of paid members) is 50% (rounded to the next higher number) of the U.S. counterpart. For example, U.S. Affiliate ‘A’ has 600 members and thus 9 Delegates; whereas a non-U.S. Affiliate has 600 members and thus 5 Delegates (9 / 2 = 4.5 rounded to 5). This is not a change to the By-Laws, but a statement of terms for our non-U.S. Affiliates.]
(c) Members-at-Large may select a Delegate for each fifty (50) Members-at-Large or fraction thereof provided that there are at least fifteen (15) Members -at-Large. Thereafter, Members-at-Large shall be entitled to the same number of Delegates and Alternate Delegates as Affiliated Organizations.
Section 3. Elections.
It shall be the duty of the Affiliate Delegates annually to elect the officers, with the exception of the President, and four (4) members of the Board of Governors, from among the active members of the Association. A nominee for election to the Board of Governors must have attended at least one (1) of the previous three (3) Delegate meetings. The vote of the Affiliate Delegates as to officers shall be limited to nominees designated by the Nominating Committee unless, in addition, nominations for officers have been made in writing by Affiliate Delegates or active members, as provided in Article VIII, Section 3. The Board of Governors shall appoint the President and he shall be a member of the Board of Governors during his incumbency.
ARTICLE V – BOARD OF GOVERNORS
Section 1. Membership.
(a) The Board of Governors shall consist of no more than seventeen (17) members as set forth in this Article and which shall include the Chairman (who shall be Chairman of the Board), the President, the Vice-Chairman, the Secretary, the Treasurer, the retiring Chairman, eight (8) members chosen by the majority of the Affiliate Delegates with due regard to territorial representation, and up to three appointed board members. Each member of the Board shall have one vote. No two members of the Board of Governors shall be connected with the same business organization unless they represent different Affiliates. No more than three members of the Board of Governors shall be members of the same Affiliated Organization.
(b) Should a member of the Board of Governors relocate to another Affiliate or business organization, the relocating Governor’s Affiliate or business connection will not be considered, during his current term, as a basis for disqualification of any other Governor or prospective Governor.
(c) An elected member of the Board of Governors shall serve no more than two full consecutive terms.
(d) Upon recommendation by the Chairman, the Board of Governors is authorized by the affirmative vote of two-thirds of its members to approve up to three (3) additional persons to the Board, at least one of whom is not a member of STA. Nominees shall possess unique skills, abilities, standing in the community, character and prestige, while not required to be a member of the Association. These members should render a significant contribution to the fulfillment of the responsibilities of the Board and the purposes of the Association. Such members shall not be subject to the restrictions to membership contained in paragraph (a) of this Section 1. Such members may be elected for only one year, but may be re-elected from year to year.
Section 2. Duties.
The Board of Governors shall be charged with the overall responsibility for the business and affairs of the Association. In that connection, the Board shall be empowered to adopt such rules and regulations, not inconsistent with the Charter and By-Laws, as are deemed appropriate. The Board shall also have the authority, among other things, to advise, consult with, and act in cooperation with all agencies, commissions, legislative bodies and self-regulatory organizations with regard to laws and regulations dealing with the securities industry.
In discharging its responsibilities, the Board of Governors may establish and maintain such office or offices and employ such persons as it, from time to time, may deem necessary or appropriate.
Section 3. Quorum.
A majority of the members of the Board shall constitute a quorum.
Section 4. Meetings.
(a) The Board of Governors shall meet upon the call of the Chairman at such time and place as may be designated. The Chairman shall be required to call a meeting of the members of the Board upon the written request of a majority of the members of the Board.
(b) Meetings of the Board of Governors or any Committee thereof may be conducted by means of a conference by telephone or similar communication means, allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.
(c) The Board of Governors may take action without a meeting provided such specific action has been previously approved, individually or collectively, by telephone or written or electronic communication by a majority of the members of the Board.
Section 5. Conventions.
The Association shall hold an annual convention at such time and place as the Board of Governors shall determine each year.
Section 6. Committees.
(a) Executive Committee. The Executive Committee shall consist of the Chairman, President, Vice-Chairman, Treasurer, Secretary (non-voting), and the immediate past Chairman, with such powers and authority under law to act for and on behalf of the Board of Governors. The Executive Committee shall also have the authority to designate an interim president in the event the President is unable to act by reason of death or incapacity, and to aid and assist the Chairman in fulfilling the duties and responsibilities of the Office of President in accordance with the provisions of Section 2 of Article VI of these By-Laws. The Executive Committee shall also provide for reasonable compensation under the circumstances to the interim president, if any, until such time as a new President is elected by the Board of Governors, or the President is able to resume his duties.
(b) Other Committees. The Chairman of the Board of Governors may designate such other Committees, composed of one or more persons, as may be necessary to enable and assist him in fulfilling his duties and responsibilities. Such committees shall not exercise any authority of the Board of Governors in the management of the Association. Such committees may exercise those responsibilities delegated by the Chairman of the Board. The members of such committees shall be appointed by the Chairman of the Board of Governors and may be from among the members of the Board of Governors or from among the active members of the Association, but membership shall not be a condition for service as a committee member. Committee members shall serve at the pleasure of the Chairman of the Board of Governors or until their successors have been duly appointed and assume office. Chairmen of committees of the Board of Governors of this Association must be members of the Association.
Section 7. Terms of Office.
(a) Except as otherwise provided herein, four members shall be elected by the Delegates to serve as Governors for terms of two (2) calendar years commencing on January 1st following their election.
ARTICLE VI – OFFICERS
Section 1. Number.
The officers of the Association shall be a Chairman, a President, a Vice Chairman, and a Secretary Treasurer, and such other officers and assistant officers at such salary or salaries as may be determined by the Board of Governors to be necessary to carry on the business of the Association.
Section 2. Chairman of the Board.
The Chairman shall have the power to call and to preside at all meetings of the Association, of the Affiliate Delegates and of the Board of Governors. He shall exercise general supervision over the affairs of the Association. He shall appoint all committees not otherwise provided for and shall be an ex-officio member of all committees. He shall, in case of emergency or inability of an elected officer or Board member to act, be authorized to fill such vacancies by appointment in accordance with these By-Laws. In the event the President is unable to act by reason of death or incapacity, the Chairman shall assume his duties until either an interim president is appointed, or the Board of Governors elects a new President, or the President is able to resume his duties. The Chairman shall have the authority to sign all contracts, agreements and checks in the name of and on behalf of the Association and approve any bill for any appropriate expense incurred on behalf of the business of the Association.
Section 3. President.
The President shall have the additional title of Chief Executive Officer. The President shall be responsible for the management of the affairs of the Association. The President shall be appointed by the Board of Governors, and his term shall take effect at once or at such time as may be specified by the Board of Governors. The Board of Governors may provide for the remuneration of the President and term of office, not to exceed three years. The President shall, during his incumbency, be an ex-officio member of all committees of the Board of Governors. In addition to the Chairman, the President shall also have the authority to sign all contracts, agreements and checks in the name and on behalf of the Association, and to approve any bill for any appropriate expense incurred on behalf of the business of the Association. In the absence of a President or in the event the President is incapacitated, the Vice President can sign checks with the prior advice and consent of the Chairman. It will be the responsibility of the President, with the assistance of the Treasurer, to prepare and present the annual budget to the Executive Committee and the Board of Governors.
Section 4. Vice-Chairman.
The Vice-Chairman shall fulfill the duties of the Chairman in his absence and perform such other duties as may from time to time be assigned to him by the Chairman or the Board of Governors.
Section 5. Secretary Treasurer.
The Secretary Treasurer shall assure that all minutes are prepared and maintained as necessary and shall be responsible for monitoring the books of accounts of the Association, which may be maintained at the principal office of the Association, to make such reports as the Chairman may request and to submit an audited annual report at the end of each fiscal year. The Treasurer, together with the Chairman and the President, shall be empowered to sign all checks and make proper disbursements on behalf of the Association. The Board of Governors is authorized to require, at its discretion, that the Chairman, President and the Treasurer each shall be bonded in an amount which, at the discretion of the Board of Governors, is reasonable and proper.
Section 6. Secretary.
The Secretary shall assure that all minutes are prepared and maintained as necessary. The records and minutes of the Association may be filed in the principal office of the Association or other location designated by the Board of Governors. The Secretary shall give notice of all meetings of the Association, of the Affiliate Delegates, and of the Board of Governors. The Secretary shall give notice of nominations and elections and will notify candidates of elections to membership.
Section 7. Affiliation.
(a) The Chairman, the Vice-Chairman, the Treasurer and the Secretary shall not be representatives of the same firm or of the same Affiliated Organization, except as provided for in sections (b), (c) and (d) of this Section 7.
(b) Should any officer relocate to an Affiliate in which another officer is also a member; the relocating officer shall be considered a member-at-large for purposes of these by-laws until he is no longer serving as an officer.
(c) Should an officer relocate to a firm where another officer is employed, the relocating officer’s business affiliation will not be considered for disqualification of an officer or prospective officer under Section 7 (a).
(d) An individual may petition the Board of Governors, in writing, for an exemption from the firm limitation expressed in Article VI Section 7 (a) above: however, approval of any such exemption shall require the affirmative vote of 2/3 of the full Board of Governors.
Section 8. Terms of Office.
Officers elected by the Affiliate Delegates shall be elected to serve for a term commencing on January 1st following their election and they shall serve for one (1) calendar year.
ARTICLE VII – VACANCIES
Section 1. Affiliate Delegates.
Should a vacancy occur in the Affiliate Delegates among the Delegates certified by an Affiliated Organization, such vacancy shall be filled by alternates of such Affiliated Organization, in the designated order of sequence. Should a vacancy occur among the Delegates-at-Large their alternate shall fill it
Section 2. Board of Governors.
(a) Except as provided in (b) below, vacancies on the Board of Governors may be filled by appointment of the Chairman from among the active and duly qualified members of the Association. Any member so appointed shall serve until the next regularly scheduled annual meeting of the Affiliate Delegates, at which time the vacancy shall be filled in accordance with the provision of Articles IV and VIII hereof.
(b) If a vacancy is created by the election of an incumbent Governor as an Officer, thereby rendering such Governor’s position vacant, then such vacancy shall be filled by the membership in accordance with Article IV. Any member so elected shall only serve until the next Annual Convention and the election and qualification of such Governor’s successor
Section 3. Officers.
Any vacancy among the officers not filled by accession shall be filled by appointment of the Chairman and approved by the Board of Governors
ARTICLE VIII – NOMINATION
Section 1. Committee.
(a) The Nominating Committee shall consist of seven (7) active members, including the outgoing Chairman, who shall be Chairman of the Nominating Committee, the two (2) preceding past STA Chairmen, and four (4) members elected at the Annual Conference or meeting by the Association Delegates. Elected members shall serve a term of one year or until their successors have been duly elected and qualified. A nominee for election to the Nominating Committee must have served as an STA Officer or Governor, be a retiring Board Member or have served within the past three years as President (or equivalent) of an Affiliate Organization. This committee shall be instructed to consider carefully the qualifications and willingness of a candidate to serve in the office to which he will be nominated.
(b) At least one month prior to the annual election, the Board of Governors shall submit through the Secretary at least eight (8) names of members, but not members of the incumbent Board of Governors nor members of the last prior Nominating Committee, as candidates for the four elected members of the Nominating Committee. No two members of the Committee, including the Chairman, shall be representatives of the same Affiliated Organization or of the same firm. A nominee for election to the Board of Governors may not serve on the Nominating Committee.
(c) If, after balloting for the Nominating Committee, there are two or more electees who represent the same Affiliate or same firm, the inspectors of election shall disqualify those from the same Affiliate or firm that received the lesser number of affirmative votes. The succeeding candidates who received the next higher number of affirmative votes and who do not represent the same Affiliate or firm represented by any candidate elected to the Nominating Committee at the same election shall be certified as elected.
Section 2. Vacancy.
(a) Should a vacancy or any contingency reduce the elected members of the Nominating Committee to a lesser number than four (4) prior to the completion of its duty, then the candidate who received at the last election the next highest number of votes shall fill the vacancy.
(b) After all balloting is completed and the Nominating Committee is duly elected, the inspectors of the election shall deliver the ballots to the President of the organization to be used for reference in the case of vacancies.
Section 3. Procedure.
(a) The Nominating Committee shall prepare and announce through the Secretary, at least one month prior to the annual election, a list of nominees for the three Executive offices. There shall be one nominee for each office.
(b) The Secretary shall announce immediately to all Affiliate Presidents and members of the Board of Governors such list of nominees for officers as reported to him.
(c) Nominations for any or all of the offices in addition to those chosen by the Nominating Committee may be made by petition signed by five (5) Affiliates. Such petitions must be forwarded to the Secretary not less than ten (10) days prior to the annual election and announced to the membership at least one (1) day prior to such annual election.
ARTICLE IX – ELECTIONS
Section 1. Method.
Elections shall be held by secret ballot, with the exception where only one nominee is presented for any office, in which case the Chairman may declare election by acclamation.
Section 2. Ballot.
Each ballot must be fully voted in order to be counted, i.e., if five (5) are to be elected then five (5) votes must be cast, if six (6) are to be elected then six (6) votes must be cast, etc. The candidates receiving the highest number of votes shall be declared elected.
ARTICLE X – AMENDMENTS
These By-Laws may be amended by an affirmative vote of two-thirds of all of the Governors (not including those provided for in Section 1 (d) of Article V of these By-Laws) at any regular or special meeting for which notice of the proposed amendment was given. Amendment to these By-Laws may also be made by the membership in accordance with the provision of Section 2 below.
An amendment to the By-Laws may be proposed by any member of the Board of Governors or any Affiliate Delegate and may be voted upon at any regular or special meeting of the Affiliate Delegates provided the Secretary shall have notified each Delegate thereof, through the President of his Affiliate Organization, in writing, at least thirty (30) days before the meeting at which the amendment is to be voted on. A concurring vote of two-thirds of the Affiliate Delegates shall be required to approve any amendment.
Notwithstanding anything to the contrary contained in these By-Laws, the Board of Governors may not alter, amend, modify or change in any way the provisions of Articles IV, V, and X of these By-Laws.
ARTICLE XI – FISCAL YEAR
The fiscal year of the Association shall begin January 1st and terminate the following December 31st.
ARTICLE XII – DUES
Annual dues for members shall be set by a vote of two-thirds of the entire Board of Governors. Dues shall be payable January 1st of each year, except that dues for newly elected members as established by the Board of Governors are payable upon election. Non-payment of dues for 90 days after having been rendered a bill by the Association shall automatically suspend a Member-at-Large or an Affiliated Organization unless an extension has been requested and granted by the Secretary. A Member-at-Large or an Affiliated Organization so suspended may be reinstated at the discretion the Board of Governors.
ARTICLE XIII – MEETINGS
Section 1. Order of Business.
At all meetings of the Affiliate Delegates, the order of business shall be substantially as follows:
Call to Order
Reading of minutes of previous meeting
Report of the President
Report of Treasurer
Reports of committees
Section 2. Rules.
Unless otherwise herein provided for, Robert’s Rules of Order shall be followed at all meetings of the Association, the Board of Governors and any Committee thereof.
ARTICLE XIV – INDEMNIFICATION
The Association shall indemnify each Governor, Officer and Committee Chairman of the Association.