Membership of the Association
Article 5 –Categories of and Eligibility for Membership
There are (two) categories of membership available in the Association, namely:
5.1 Full Membership
- a. Central securities depositories and clearing houses located within the Africa and Middle East region, which are duly recognized as such by the competent authorities in their countries of domicile, can become the Full Members of the Association, if they meet the requirements laid in these Bylaws.
- b. Full Members are liable for the membership fees, and can attend, participate and vote at all the General Assembly meetings.
5.2 Associate Membership
- a. Non-central securities depositories and non-clearing houses located within the Africa and Middle East region, and performing custodian, clearing and other post-trade functions, can become the Associate Members of the Association, if they meet the requirements laid in these Bylaws. Further, central securities depositories and clearinghouses incorporated in countries outside of the AMEDA region can become Associate Members of the Association, if they have received permission from their regional Associations and they meet the requirements laid in these Bylaws.
- b. Associate Members are liable for the membership fees, and but may not attend the Meetings of the General Assembly, however, they may attend and participate at the events of the General Assembly. Notwithstanding anything to the contrary contained in these Bylaws, constructive input and remarks by the Associate Members should be taken into consideration.
Article 6 – Admission, Rights and Obligations
6.1 Application for Membership
Applications for membership in the Association must be submitted in writing to the Secretary and must, where applicable, contain the following:
- a. An application letter signed by the applicant, stating the category of membership applied for;
- b. The legal provisions and/or regulations governing its activities in its country of domicile;
- c. A certification that the applicant is recognized as a legal entity in its country of domicile, through the submission of the relevant documents evidencing its incorporation;
- d. A certification that the applicant has been authorized by the competent authority in its country of domicile, to operate as a central securities depository, clearing house or otherwise, which authorization remains in force as of the date of their application;
- e. A certification by the authority in sub-clause (d) above that the applicant is in good standing with such authority;
- f. A list of the applicant’s Board Members and Executive Officers;
- g. A legal document granting one or more of the officers listed in the sub-clause (f) above, the authority to represent the applicant before the Association;
- h. Acknowledgement of receipt of the Association’s Bylaws by the Applicant’s representative in sub-clause (g) above; and
- i. In the case the Applicant is located outside of the Africa and Middle East region, a written permission by the relevant regional association, giving the applicant permission to apply for membership in the Association must be attached.
The Secretary may request additional documentation or information from the applicant.
6.2 Admission and Register
- a. Upon receipt of the application, the Secretary must send the application to the Full Members (the General Assembly), President and Vice-President for their review and consideration. The President and Vice-President may make recommendations to the General Assembly as he or she deems appropriate.
- b. The vote to approve the application for membership shall be decided on, at the next meeting of the General Assembly, by are solution of the Full Members present. The Secretary must serve a formal written notification of the General Assembly’s resolution of the membership admission to the applicant.
- c. Following the resolution of membership admission by the General Assembly, a new Member shall be invited to make a presentation to the General Assembly. The new Member must also pay the applicable membership fees, if any, within sixty (60) days after admission.
- d. The Secretary must enter the relevant details of the new member into the register of members of the Association. The register of Members of the Association must be maintained by the Secretary, and shall contain the following information:
- i. The name of the Member;
- ii. Date of admission;
- iii. Address, specifying the city and country of domicile;
- iv. The name and contact details of a person authorized to represent the Member before the Association;
- v. State whether the Member is a Full or Associate Member;
- vi. Nature of business, specifying whether a Member is a central securities depository, clearing house or otherwise; and
- vii. Membership status, specifying whether membership is active or terminated.
6.3 Fees and Expenses
- a. The Full Members and Associate Members must pay the applicable membership, annual fees and such other fees and charges set by the General Assembly within sixty (60) days of receiving an invoice.
- b. The General Assembly may accept reduced membership fees, within the agreed parameters.
- c. The Members and invitees are responsible for their own expenses relating to travelling, accommodation and incidental expenses while attending the meetings and/or events of the Association.
6.4 Rights and Obligations of the Members
a. The rights of the Members:
- i. All Members have the right to be treated fairly, without discrimination;
- ii. All Members have the right to be timely notified about the events of the Association, and to attend and participate thereat;
- iii. All Members have the right to be informed about the work and the affairs of the Association;
- iv. All Members have the right to receive copies of or have electronic access to all reports, including financial reports of the Association;
- v. Only the Full Members have the right to attend, participate at and vote at the Meetings of the Association;
- vi. All Members have a right to request the formation of working groups and committees to address matters of interest to the Association; and
- vii. Only the Full Members have the right to nominate the candidates for election as President and/or Vice-President, and to elect the President and/or Vice-President from among the nominated candidates.
b. The obligations of the Members:
- i. All Members have the obligation to abide by the Bylaws and resolutions of the General Assembly;
- ii. All Members have the obligation to contribute to the purpose, activity, work and affairs of the Association;
- iii. All Members have the obligation to cooperate with, and provide the General Assembly with any documents or information as may be required;
- iv. All Members have the obligation to notify the Secretary of any important or material changes in their status as soon as these changes take effect;
- v. All Members have the obligation to regularly update their own profile or details in the Association’s website;
- vi. All Members have the obligation to actively participate in the activities of the Association; and
- vii. All Members are liable to pay the applicable membership fees, annual fees and such other fees and charges set by the General Assembly.
Article 7–Termination and Reinstatement of Membership
7.1 Termination of Membership
- a. Before the General Assembly makes a decision to terminate the membership in the Association, an opportunity must always be given to the affected Member to defend itself as it deems necessary. The Secretary must communicate a decision to terminate membership to the Member concerned and also to all Members.
- b. Membership in the Association may be terminated in any of the following circumstances:
- i. Receipt by the Association of Member’s written resignation; and
- ii. A resolution of the General Assembly to terminate membership under the following circumstances:
- aa. Loss of eligibility or non-compliance with the Association’s membership requirements;
- bb. Where a Member fails to pay the applicable fees set by the General Assembly, for three (3) consecutive years, after being notified to do so;
- cc. Where Member fails to attend the General Assembly’s meetings for three (3) consecutive years, without a valid excuse;
- dd. Where a Member fails to abide by the Bylaws or the resolutions of the Association, or acted to the detriment of the Association or other Members; or
- ee. Where a Member is dissolved or liquidated.
- c. The expelled or former Member ceases to be a Member on the day of expulsion, and shall lose all the rights and obligations attaching to the Membership in the Association. The expelled or former Member shall not have any right whatsoever over the assets or equity of the Association.
- d. The expelled or former Member shall be liable for the prorated membership fees for the corresponding year of termination.
7.2 Re-instatement of Membership
Former Members who have lost their membership may rejoin the Association by submitting a new membership application in accordance with Article 6, and must meet the requirements set in these Bylaws. A Former Member must also pay any outstanding fees owing to the Association prior rejoining.