The futures exchange may adopt the form of membership system or company system. Section 1 Membership Futures Exchange Article 19 A membership futures exchange shall hold a general meeting of its members. The general meeting of members is the authority of the futures exchange and consists of all members. Article 20 The general meeting of members shall exercise the following functions and powers: (1) Deliberating and adopting the articles of association, trading rules and revised draft of the futures exchange; (2) Electing and replacing member directors; (3) Examining and approving the work reports of the board of directors and the general manager; (4) Examining and approving the financial budget plan and final accounts report of the futures exchange. (5) Examining the use of risk reserves of futures exchanges. (6) Deciding to increase or decrease the registered capital of the futures exchange. (seven) to decide on the merger, division, dissolution and liquidation of the futures exchange; (eight) to decide on other major matters submitted by the board of directors of the futures exchange; (9) Other functions and powers as stipulated in the articles of association of the futures exchange. Article 21 The general meeting of members shall be convened by the Council once a year. In any of the following circumstances, an interim general meeting of members shall be convened: (1) The number of members is less than two-thirds of the number stipulated in the articles of association of the futures exchange; (2) It is proposed jointly by more than 1/3 members; (3) The Council deems it necessary. Article 22 The general meeting of members shall be presided over by the chairman. When convening a general meeting of members, members shall be informed of the matters discussed at the meeting 10 days before the meeting. The extraordinary general meeting of shareholders shall not make resolutions on matters not specified in the notice. Article 23 A general meeting of members shall be valid only if more than two thirds of the members are present. The general meeting of members shall make minutes of the voting matters, and the directors present at the meeting shall sign the minutes. The futures exchange shall report all the documents of the shareholders' meeting to the China Securities Regulatory Commission within 10 days from the end of the shareholders' meeting. Article 24 A futures exchange shall have a board of directors with a term of three years. The Council is the permanent body of the General Assembly and is responsible to it. Article 25 The Council shall exercise the following functions and powers: (1) Convene a general meeting of members and report its work to the general meeting; (2) To draft the articles of association, trading rules and amendments of the futures exchange and submit them to the general meeting of members for deliberation and adoption; (3) To review the financial budget plan and final accounts report put forward by the general manager and submit them to the shareholders' meeting for adoption; (4) To consider the merger, division, dissolution and liquidation plan of the futures exchange, and submit them to the general meeting of members for adoption. (5) Deciding to set up a special committee; (six) to decide the acceptance and withdrawal of members; (seven) to decide on the disciplinary action against the violation of discipline; (8) Deciding to change the name, domicile or business place of the futures exchange. (nine) to examine and approve the detailed rules and measures formulated according to the articles of association and trading rules; (10) Consider the use of settlement guarantee; (eleven) to consider and approve the use plan of risk reserve; (twelve) to examine and approve the development plan and annual work plan of the futures exchange proposed by the general manager; (thirteen) to examine and approve the foreign investment plan of the futures exchange; (XIV) Supervise the general manager to implement the resolutions of the shareholders' meeting and the board of directors; (fifteen) to supervise the senior management and other staff of the futures exchange to abide by the relevant laws, administrative regulations, rules and policies of the state, as well as the articles of association, trading rules and implementation rules of the futures exchange; (sixteen) to organize the audit of the annual financial accounting report of the futures exchange and decide on the appointment and replacement of accounting firms; (seventeen) other functions and powers stipulated in the articles of association of the futures exchange and granted by the general meeting of members. Article 26 The board of directors consists of member directors and non-member directors. Among them, member directors are elected by the general meeting of members, and non-member directors are appointed by China Securities Regulatory Commission. Article 27 The board of directors shall have 65,438+0 chairman and 65,438+0 to 2 vice-chairmen. The appointment and removal of the chairman and vice-chairman shall be nominated by the China Securities Regulatory Commission and approved by the Council. The chairman of the board may not concurrently serve as the general manager. Article 28 The chairman of the board shall exercise the following functions and powers: (1) Presiding over the general meeting of members, meetings of the Council and the daily work of the Council; (2) Organizing and coordinating the work of special committees; (three) to check the implementation of the resolutions of the Council and report to the Council. The vice chairman assists the chairman in his work. If the chairman is temporarily unable to exercise his functions and powers, the vice-chairman or director designated by the chairman shall exercise his functions and powers on his behalf. Article 29 Board meetings shall be held at least once every six months. Every meeting shall be notified to all directors 10 days before the meeting. In any of the following circumstances, an interim meeting of the board of directors shall be convened: (1) A joint proposal by more than 65,438+0/3 directors; (2) The circumstances stipulated in the articles of association of the futures exchange. (3) Suggestions of China Securities Regulatory Commission. When the Council convenes an interim meeting, it may separately determine the notification method and time limit for convening the interim meeting of the Council. Article 30 The meeting of the board of directors shall be valid only if more than two thirds of the directors are present, and its resolution shall be passed by all directors with a vote of more than 65,438+0/2. Within 0/0 days after the meeting of the board of directors, the board of directors shall report the resolutions and other documents of the meeting to the China Securities Regulatory Commission. Article 31 The board meeting shall be attended by the directors themselves. If the director is unable to attend for some reason, he shall entrust other directors to attend in writing; The power of attorney shall specify the scope of authorization. Each director can only accept the entrustment of one director. The board of directors shall make minutes of the voting matters at the meeting, and the directors and recorders present at the meeting shall sign the minutes. Article 32 The board of directors may set up special committees for supervision, trading, settlement, delivery, membership review, disciplinary action, mediation, finance and technology as needed. The special committees are responsible to the Council, and their responsibilities, terms of office and personnel composition shall be stipulated by the Council. Article 33 A futures exchange shall have 0 general managers and several deputy general managers. The general manager and deputy general manager shall be appointed and removed by the China Securities Regulatory Commission. The term of office of the general manager is 3 years, and the re-election shall not exceed two terms. The general manager is the legal representative of the futures exchange, and the general manager is the ex officio director. Article 34 The general manager shall exercise the following functions and powers: (1) To organize and implement the systems and resolutions adopted by the general meeting of members and the Council; (two) to preside over the daily work of the futures exchange; (3) Formulating relevant rules and measures according to the articles of association and trading rules; (4) Deciding on the use of the settlement guarantee. (5) Making plans for the use of risk reserves; (six) to formulate and implement the approved development plan and annual work plan of the futures exchange; (seven) to formulate and implement the approved foreign investment plan of the futures exchange; (eight) to draft the financial budget plan and final report of the futures exchange; (nine) to formulate plans for the merger, division, dissolution and liquidation of the futures exchange; (10) To draw up a plan for changing the name, domicile or business place of the futures exchange. (eleven) to decide on the institutional setup plan of the futures exchange, and to hire and dismiss the staff; (12) To decide on the salaries, rewards and punishments of the staff of the futures exchange; (thirteen) other functions and powers as stipulated in the articles of association of the futures exchange or authorized by the board of directors. When the general manager is temporarily unable to exercise his functions and powers, the deputy general manager designated by the general manager shall exercise his functions and powers on his behalf. Article 35 The futures exchange shall report to the China Securities Regulatory Commission within 65,438+00 days from the date when the decision on the appointment and removal of middle managers is made. Section 2 Company-based Futures Exchange Article 36 A company-based futures exchange shall set up a shareholders' meeting. The shareholders' meeting is the authority of the futures exchange, which is composed of all shareholders. Article 37 The shareholders' meeting shall exercise the following functions and powers: (1) The functions and powers specified in Items (1), (4) and (7) of Article 20 of these Measures; (2) Electing and replacing directors and supervisors who are not employee representatives; (3) Examining and approving the work reports of the board of directors, the board of supervisors and the general manager; (4) Deciding on other major matters submitted by the board of directors of the futures exchange. (5) Other functions and powers as stipulated in the articles of association of the futures exchange. Article 38 The convening and rules of procedure of the shareholders' meeting shall conform to the provisions of the articles of association of the futures exchange. Within 0/0 days after the meeting, the futures exchange shall report all the documents of the meeting to the China Securities Regulatory Commission. Article 39 A futures exchange shall have a board of directors with a term of office of three years. Article 40 The board of directors shall be responsible to the shareholders' meeting and exercise the following powers: (1) Convene the shareholders' meeting and report its work to the shareholders' meeting; (2) To draft the articles of association, trading rules and amendments of the futures exchange and submit them to the shareholders' meeting for deliberation and approval; (3) To review the financial budget plan and final accounts report put forward by the general manager and submit them to the shareholders' meeting for adoption; (4) To consider the merger, division, dissolution and liquidation plan of the futures exchange and submit them to the shareholders' meeting for approval. (five) to supervise the general manager to implement the resolutions of the shareholders' meeting and the board of directors; (six) the functions and powers stipulated in items (5) to (13), (15) and (16) of Article 25 of these Measures; (7) Other powers stipulated in the articles of association of the futures exchange and granted by the shareholders' meeting. Article 4 1 A futures exchange shall have a chairman 1 person and a vice chairman 1 to 2 people. The appointment and removal of the chairman and vice chairman shall be nominated by the China Securities Regulatory Commission and approved by the board of directors. The chairman of the board may not concurrently serve as the general manager. Article 42 The chairman shall exercise the following functions and powers: (1) Preside over the shareholders' meeting, the board meeting and the daily work of the board; (2) Organizing and coordinating the work of special committees; (3) Check the implementation of the resolutions of the board of directors and report to the board of directors. The vice chairman assists the chairman in his work. If the chairman is temporarily unable to exercise his functions and powers, the vice-chairman or director designated by the chairman shall exercise his functions and powers on his behalf. Article 43 The convening and rules of procedure of the board meeting shall conform to the provisions of the articles of association of the futures exchange. Within 0/0 days after the meeting of the board of directors, the board of directors shall report the resolutions and other documents of the meeting to the China Securities Regulatory Commission. Article 44 The board of directors may set up a special committee as stipulated in Article 32 of these Measures as required. The special committee is responsible to the board of directors, and its responsibilities, term of office and personnel composition shall be stipulated by the board of directors. Article 45 A futures exchange shall establish independent directors. Independent directors are nominated by the China Securities Regulatory Commission and approved by the shareholders' meeting. Article 46 A futures exchange may have a secretary to the board of directors. The secretary of the board of directors is nominated by China Securities Regulatory Commission and approved by the board of directors. The secretary of the board of directors is responsible for the preparation of the shareholders' meeting and the board meeting of the futures exchange, the preservation of documents and the management of the shareholders' information of the futures exchange. Article 47 A futures exchange shall have a general manager 1 person and several deputy general managers. The general manager and deputy general manager shall be appointed and removed by the China Securities Regulatory Commission. The term of office of the general manager is 3 years, and the re-election shall not exceed two terms. The general manager is the legal representative of the futures exchange, and the general manager shall be a director. Article 48 The general manager shall exercise the following functions and powers: (1) To organize and implement the systems and resolutions adopted by the shareholders' meeting and the board of directors; (two) the functions and powers stipulated in Article 34 (two) to (twelve); (3) Other functions and powers stipulated in the articles of association of the futures exchange or granted by the board of directors. When the general manager is temporarily unable to exercise his functions and powers, the deputy general manager designated by the general manager shall exercise his functions and powers on his behalf. Article 49 A futures exchange shall have a board of supervisors with a term of office of three years. The members of the board of supervisors shall not be less than 3. The Board of Supervisors shall have 1 chairman and 1 to 2 vice-chairmen. The appointment and removal of the Chairman and Vice Chairman of the Board of Supervisors shall be nominated by the China Securities Regulatory Commission and approved by the Board of Supervisors. Article 50 The board of supervisors shall exercise the following functions and powers: (1) Check the financial affairs of the futures exchange; (2) Supervise the directors and senior managers of the futures exchange to perform their duties. (3) Submitting proposals to the shareholders' meeting; (4) Other functions and powers as stipulated in the articles of association of the futures exchange. Article 51 The convening and rules of procedure of the meeting of the board of supervisors shall conform to the provisions of the articles of association of the futures exchange. Within 65,438+00 days after the meeting of the Board of Supervisors, the Board of Supervisors shall report the meeting resolutions and other meeting documents to the China Securities Regulatory Commission. Article 52 The provisions of Article 35 of these Measures shall apply to the company-based futures exchange.

Seek adoption