MEMORANDUM OF ASSOCIATION
OF

THE TECHNICAL ANALYST'S SOCIETY OF SOUTHERN AFRICA

to be incorporated as a Company limited by Guarantee

1. The name of the company is " TECHNICAL ANALYST'S SOCIETY OF SOUTHERN AFRICA".

2. (1) the purpose and objectives of the Society shall be to:

   1. Maintain a professional society for technical analysts.

   2. Define and maintain the rules of conduct and the membership requirements appropriate to a body with professional status.

   3. Further the interest in and knowledge of technical analysis among the members of the Society, the business and academic communities and the public at large.

   4. Evaluate and accredit courses and courseware for training in technical analysis.

   5. Maintain and control a register of Consulting Technical Analysts, and to make it available on request.

   6. Establish links with professional associations and other Societies for technical analysts, to promote the professional standing of the Society and its members and to obtain accreditation and recognition from similar Societies elsewhere and any other purpose or objective Exco may decide and which is consistent with the above objectives of the Society.

   7. To hold conferences and meetings and encourage a national exchange for the discussion of professional affairs, information, data, business practices, local customs and all matters related to technical analysis for the purpose of adding to the knowledge of the members.

   8. To maintain, improve, develop and encourage the highest standards of professional ethics and competence amongst analysts.

   And in furtherance of these objectives and subject to the provisions of clause 3 the Association shall have the following powers:

   1. To borrow or raise or secure the payment of money insuch manner as the Board may think fit and to secure the same orthe repayment or performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the Association in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Association's property and to purchase, redeem or pay off any such securities.

   2. To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

   3. To take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Association's property of whatsoever kind sold by the Association or any money due to the Association from purchasers and others.

   4. To take any gift of property whether subject to any special trusts or not for any one or more of the objects of the Association.

   5. To make donations for patriotic or charitable purposes.

   6. To do all such other acts and things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

3. (i) The income and property of the Association howsoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in its Memorandum of Association (as amended from time to time) and, subject only to sub‑clauses (5) and (i) and (ii) below, no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to members of the Association.

   (ii) Nothing herein contained shall prevent the payment in good faith for or on account of any of the following:

   1. reasonable and proper remuneration to any officer or member of the Association in return for any services actually rendered to the Association and repayment of out of pocket expenses reasonably and properly incurred in the performance of such services provided that no member of the Board shall be paid a salary or fee in respect of the appointment to or holding of any office of the Association;

   2. goods/services supplied to the Association in the ordinary course of business;

   3. interest on money lent to the Association at the rate for the time being charged by bankers in Sydney for overdrawn accounts;

   4. reasonable and proper rent for premises used or let to the Association;

   (iii) Nothing herein contained shall prevent the payment of any amount pursuant to sub‑clause 3(ii) (d) of this clause to any company of which a member of the Board may be a member. Such member shall not be bound to account for any share of profits he may receive in respect of such payment.

4. The liability of the members of the Association is limited.

5. Every member of the Association undertakes to contribute to the assets of the Association in the event of its being wound up while he is a member or within one year after he ceases to be a member for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding up and for an adjustment of the rights of contributories among themselves such amount as may be required not exceeding R10.00.

6. If upon the winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Association, but shall be given or transferred to some other institution or institutions having similar objects to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Association under or by virtue of clause 3 hereof, such institution or institutions to be determined by the members of the Association at or before the dissolution, and if so far as effect cannot be given to the aforesaid provisions, then to some charitable object.

7. True accounts shall be kept of the sums of money received and expended by the Association and the manner in respect of which such receipt or expenditure takes place and of the property, credits and liabilities of the Association and subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the Articles of the Association for the time being shall be open to the inspection of members.  Once at least in every year the accounts of the Association shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors.