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August 30, 2001
PROPOSED AMENDMENTS TO NFA'S ARTICLES OF INCORPORATION FOR CHANGES TO NFA'S BOARD OF DIRECTORS IMPORTANT: BALLOT ENCLOSED
On August 16, 2001, NFA's Board of Directors ("Board") unanimously ratified a proposal to amend NFA's Articles of Incorporation ("Articles") to reduce the size of the Board from 45 Directors to 25 and to change certain voting restrictions of NFA's Board and the composition of NFA's Membership Committee and the size of NFA's Appeals Committee.
NFA's Board consists of 45 directors, drawn from each category of NFA membership and the public. The basic structure of NFA's Board has remained unchanged since 1982. Obviously, the industry itself has changed dramatically over the years and the pace of change remains so rapid that all organizations, including NFA, must be able to adapt quickly to changes in the business environment. These factors have led other self-regulatory organizations in both the futures and securities industries to dramatically reduce the size of their boards. For all of these reasons, the Board appointed a Special Committee to review NFA's governing structure.
As discussed below, the Special Committee recommended, and NFA's Board approved, the following changes:
The following chart compares NFA's existing and proposed restructured Board by category:
Four exchange directors would represent the top four exchanges based on volume; the other two would be elected by the remaining exchanges that are not affiliated with any of the top four. Similarly, four FCM representatives would come from the top ten FCMs based on the amount of segregated funds and secured amount and the rest from all other FCMs. One IB director would be an independent IB and the second, a guaranteed IB. In the CPO/CTA category, two directors would be affiliated with either CPOs or CTAs that are ranked in the top 20% of funds under management allocated to futures. The number of public directors satisfies the Commodity Futures Trading Commission's requirement that 20% of the Board must be public representatives.
RATIONALE FOR BOARD SIZE AND COMPOSITION
In deciding how the Board would be structured, the Special Committee first identified and agreed upon certain principles that would guide its analysis. Some principles applied to the Board as a whole and others to individual categories. Having agreed on these principles, the Special Committee then developed its recommendation for a 25-director Board. The principles included:
1. Overall Board Structure
2. Exchange Representatives
3. FCM/IB Representatives
4. CPO/CTA Representatives
5. Public Director Representatives
The Special Committee applied these principles by starting with the contract market category. The current structure provides that all exchanges are entitled to a representative on NFA's Board, up to a maximum of 11 exchanges. Additionally, each exchange that accounts for more than 20% of aggregate volume is entitled to two representatives. Historically, this has meant that there have been 13 exchange directors on the Board.
To ensure adequate and diverse representation of the exchange community but still reduce the size of the Board, the Special Committee decided that the four largest exchanges based on volume should be entitled to seats on the Board. In addition, two other exchanges elected by the remaining exchanges should also be represented. In keeping with the principle that only one director should represent an exchange and all of its affiliates, the six contract market directors must represent exchanges not affiliated with each other. Similarly, only exchanges that are not affiliated with the four exchanges whose Board seats are based on volume will vote for the two contract market directors that come from their ranks.
The Special Committee also agreed that the current arrangement of having more FCM directors than exchange directors should continue since NFA's regulatory activities impact FCMs more than contract markets. In light of this, the Special Committee decided that there should be eight FCMs directors. These seats would also be divided by size, so that four of the eight would represent FCMs ranked in the top ten FCMs based on segregated funds. The FCM ranking would also be based on secured amount of funds. The other four directors would represent the remaining FCMs. Unlike the exchange category, however, all FCMs would vote for all FCM directors, splitting votes between the "large FCM" subcategory and the remaining FCMs. IBs will continue to be represented by a guaranteed and an independent IB.
CPO/CTA directors comprise 6 of 45 directors on the existing Board. The Special Committee determined that four directors should represent the CPO/CTA category on the restructured Board. As is currently the case and like the exchange and FCM categories, the Special Committee believes that size should determine to a certain extent how the CPO/CTA seats are allocated. Under the existing structure, one CPO director and one CTA director must come from a CPO and CTA, respectively, ranked in the top one-third of money under management allocated to futures. To make the size distinction more meaningful and to provide some flexibility, two of the four directors should be affiliated with either CPOs or CTAs that are ranked in the top 20% of funds under management allocated to futures.
The number of public director seats is determined by the CFTC regulation that requires public directors to comprise at least 20% of the Board. The other categories account for 20 directors. Therefore, there must be five public directors on the Board. The current rules specify that none of the public directors may be employed by an NFA Member. Additionally, at least four of the current nine public directors must have no direct association with a business enterprise in the futures industry and the rest may come from entities such as commercial banks, commercial firms and other users of the futures markets. The Special Committee believed that these rules are overly rigid. Instead, the Special Committee believed that all public directors should simply meet the standards of the CFTC regulation, which provides that they cannot be principals, officers or employees of an NFA Member.
The Special Committee is strongly committed to broad and diverse representation in each of the categories. Though the Special Committee has recognized size as a very significant criterion and therefore built size into the category composition requirements, other factors are also important to ensuring representation of all segments of the membership. For example, the type of business firms conduct and the type of customers they service may also differentiate firms within a category. Similarly, whether an exchange is an open-outcry or electronic exchange is a differentiating factor, as is the exchanges' history in the industry. However, the Special Committee concluded that constructing each category in accordance with rigid criteria was not workable. Rather, the best way to ensure diversity on the Board is to include directions to the Nominating Committee that these factors must be considered when selecting nominees for Board seats.
In order to be successful, the transition from the current Board to the restructured Board must accomplish a number of things. It should minimize the disruption to the Board and its proper functioning. The quality of the directors must be maintained and the current directors' prior service to NFA needs to be recognized. Finally, the transition should be accomplished as quickly as possible consistent with these goals.
The Special Committee recommended a single-step process to accomplish the transition. The process requires the creation of an Interim Board that would consist of the existing directors. The Interim Board will have all the powers of the Board except the power to adopt, amend or repeal the Articles of Incorporation. All interim directors' terms would end in February 2002 and all 25 of the new directors would be elected. The Annual Election date, which is currently the second Tuesday in January, will be changed to the third Tuesday in January to accommodate the elections for contract market directors. The terms of the new directors would be staggered based upon the number of votes they receive. Half of the directors in each category would serve two-year terms and the other half would serve one-year terms. The directors receiving the highest number of votes in the election will serve two-year terms.
VOTING RESTRICTIONS OF THE BOARD
NFA's Articles currently require category votes in three instances: delegation of authority to amend NFA Bylaws; changes in dues or assessment fees; and amendment of the Articles. A majority vote of the representatives of each category is required for the delegation of authority to amend the Bylaws. Amendments of the Articles require a majority vote in each category except that two-thirds of the exchange representatives must approve the amendment (two-thirds of the exchange Members voting must also approve the amendments). Changes to dues and assessment fees also require a majority vote of each category, except that the unanimous consent of the exchange representatives is required if the change affects contract market Members. These rules enable, at least theoretically in certain instances, any single category to dominate the Board and in matters involving changes to dues and assessments, a single director could control the outcome. In fact, however, this has rarely been an issue.
The Special Committee believed that the protection that the category voting requirements provides is no longer necessary. However, the Special Committee also believed that the issues that currently require category votes are sufficiently important that they deserve special attention. The Special Committee recommended substituting super-majority requirements (two-thirds of the directors present and voting) for category votes on these issues. This would eliminate the potential domination by a few directors or even one director but maintain protection against dominance of a simple majority on critical issues. The Special Committee also recommended replacing the requirement that two-thirds of the contract market Members voting approve Articles amendments with a simple majority rule as is the case with all other categories.
There are currently five standing subcommittees of the Board: Executive, Appeals, Audit, Finance and Membership. The Special Committee felt that there should be no changes to the basic structure of the Executive Committee. The current Articles provide for one Executive Committee seat to a representative of a contract market having two Board seats and one to a contract market with one Board representative. Under the revised provisions, however, no contract market will have two Directors. Consequently, a technical amendment to the Articles regarding the composition of the Executive Committee is needed to retain the current arrangement.
The current Appeals and Membership Committees each have nine members. Given the reduction from 45 to 25 Board members, the Special Committee has concluded that having both of these committees continue in their present size and composition is not tenable. The Special Committee considered a number of ways to address this issue and decided that the size of the Appeals Committee should be reduced from nine members to five, a reduction in line with the overall reduction of the size of the Board. However, this approach does not work well with the Membership Committee because of its activities and workload.
The Membership Committee establishes general policies governing fitness of firms and individuals for registration and membership and oversees staff's implementation of those policies. It discharges its oversight responsibility by periodically reviewing staff's decisions to grant registration and membership and to institute adverse actions to deny or revoke registration and membership. The Membership Committee also reviews settlement offers and conducts evidentiary hearings for persons who are subject to adverse registration actions. The Special Committee decided that the Membership Committee's responsibilities and workload require more than a 5-person committee. The Special Committee, therefore, recommended that the Membership Committee will be comprised of nine members, five of whom are directors. The remaining four will be affiliated with NFA Members.
The Special Committee felt that no changes to the current structure of the Audit and Finance Committee are necessary.
The Special Committee formulated its recommendations after substantial consideration of the many complex issues involved in modernizing NFA's governance structure. In its view -- and in the view of NFA's Executive Committee and Board of Directors -- these recommendations provide for a Board whose size, composition and voting rules will enable it to operate efficiently and effectively while maintaining the unique character and style that NFA's Board has developed over the past twenty years.
PROPOSED ARTICLES AMENDMENTS
The proposed amendments to Articles IV, VII, VIII, X, XI, XVII and XVIII are set forth below and incorporate the recommendations made by the Special Committee and approved by NFA's Board, as discussed above. Amendments to NFA's Articles require the affirmative vote of two-thirds of those Members actually voting in the Contract Market category and a majority of those Members actually voting in the FCM, LTM and IB category and the Industry Participant (CPO and CTA) category.
Amendments to NFA's Bylaws, which incorporate the recommendations made by the Special Committee and approved by NFA's Board, are also set forth below. Amendments to NFA's Bylaws, however, do not require a vote by the membership.They are included here solely for the membership's information.
Please use the enclosed ballot to vote and submit it to NFA by September 30, 2001, in the postage-paid, self-addressed envelope which is also enclosed.
YOUR BALLOT MUST BE HAND-DELIVERED TO NFA OR
POSTMARKED NO LATER THAN SEPTEMBER 30, 2001
OR IT WILL NOT BE COUNTED
(additions are underscored and deletions are stricken)
ARTICLES OF INCORPORATION
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YOUR BALLOT MUST BE HAND-DELIVERED TO NFA OR POSTMARKED NO LATER THAN SEPTEMBER 30, 2001 OR IT WILL NOT BE COUNTED
(additions are underscored and deletions are stricken)
ARTICLES OF INCORPORATION
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NFA shall be a membership corporation and shall have no capital stock and shall have no authority to issue any stock. NFA is not organized and shall not be conducted for profit, and no part of its net revenues or earnings shall inure to the benefit of any Member except for the repayment of bona fide loans or other credit extended by a Member to NFA.
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ARTICLE VII: BOARD OF DIRECTORS
Section 1: General.
Section 2: Composition of Board.
(ii) Two (2) elected representatives of contract market Members not ranked in the top four contract market Members based on annual transaction volume during the prior calendar year. Only contract market Members not represented in accordance with Section 2(a)(i) shall be eligible to vote for the representatives elected in accordance with this Section 2(a)(ii).
(iii) A specific contract market's annual transaction volume shall be the number of commodity futures contracts entered into on the contract market during the calendar year.
(iv) A contract market Member and all contract market Members with which it is affiliated shall have no more than one representative on the Board at any one time. For the purposes of this limitation, a contract market Member shall be deemed to be affiliated with another contract market Member if it directly or indirectly owns 100 percent of or is owned 100 percent by or has 100 percent ownership in common with such other contract market Member.
(b) Futures Commission Merchant, Leverage Transaction Merchant and Introducing Broker Representatives.
(ii) No FCM, LTM or IB shall have more than one representative on the Board at any one time. For purposes of this limitation, a person shall be deemed a representative of an FCM, LTM or IB Member if the person is an officer, director, partner, employee or beneficial owner of more than 10 percent of the equity stock of the FCM, LTM or IB, and the person is not a contract market representative.
Section 3: Nominations; Election.
The elected Directors shall be chosen as follows:
The Nominating Committee (see Article X) shall nominate at least one candidate for each elected FCM and LTM, IB, and CPO and CTA Director position to be filled
(b) Petition Procedure.
(ii) Petition submitted by any organization or association recognized by NFA as fairly representing the category (See (b)(i) above) for which the nomination is made. Petitions shall be submitted in the manner specified in the Bylaws. No petition may nominate more than one candidate for the same position.
(d) Public Representatives.
(e) Contract Markets
Section 4: Terms of Directors.
(b) Other Directors.
Section 5: Voting; Quorum.
Each Director shall have one vote upon any matter coming before the Board for official action, and, except as otherwise provided in these Articles or NFA's Bylaws, the affirmative vote of a majority of the Directors present and voting at a meeting of the Board shall be NFA's official act if a quorum is present. A quorum of the Board shall consist of one-half of the Directors, except where NFA Bylaws specify a lesser number in emergency situations.
Section 6: Establishment of Major Plans and Priorities.
The Board shall establish for observance by the Executive Committee (See Article VIII) and NFA staff major plans and priorities, including those regarding the commitment and expenditure of NFA funds.
Section 7: Chairman and Vice Chairman.
There shall be a Chairman and Vice Chairman of the Board. They shall serve for one-year terms and shall be elected by the Board at its regular annual meeting, by majority vote. The Chairman shall be elected from among the Directors in office and the Vice Chairman shall be elected from among Directors elected to serve on the Executive Committee.
Section 8: Vacancies.
A vacancy that occurs on the Board before the expiration of a Director's term shall be filled (for the unexpired term) by an eligible individual elected by majority vote of the remaining Directors who represent the category of Members in which the vacancy occurred, except that if the vacancy involves a representative of a contract market Member described in Article VII, Section 2(a)(i), that contract market Member shall designate the successor. In the event there are no Directors remaining who represent the category of Members in which the vacancy occurred, the vacancy shall be filled by an eligible individual elected by the Board.
ARTICLE VIII: EXECUTIVE COMMITTEE
Section 1: General.
There shall be an Executive Committee of the Board, which may exercise all powers of the Board except as set forth in Section 2 below. The authorized actions of the Executive Committee shall be deemed actions of the Board.
Section 2: Board Powers Not Exercisable By Executive Committee.
The Executive Committee shall not exercise any power of the Board when the Board is in session, and the Executive Committee shall at no time take any action with respect to any matter that is the subject of a notice of a pending Board meeting without the concurrence of the Board.
(b) Specific Prohibitions.
(ii) The establishment of major plans and priorities, including those regarding the commitment and expenditure of NFA funds, except that the Board may authorize the Executive Committee to make expenditures within specific monetary limits prescribed in the Bylaws or Board Resolutions.
(iii) The election, appointment or removal of any NFA Director, officer or committee member.
(iv) The adoption of a plan of merger or consolidation with another entity.
(v) The sale, lease, exchange or mortgage of all or substantially all of NFA property or assets.
(vi) The voluntary dissolution of NFA or the revocation of proceedings therefor.
(vii) The adoption of a plan for the distribution of NFA assets.
(viii) The amendment or repeal of any Board Resolution that, by its terms, provides that it shall not be amended or repealed by the Executive Committee.
Section 3: Composition.
The Executive Committee shall comprise the following:
(b) Nine (9) Directors, as follows:
(ii) Eight (8) other Directors, as follows:
(2) One (1) representative of a contract market other than a contract market described in clause (1) above:
(B) Three (3) Directors representing FCMs, LTMs or IBs;
(C) Two (2) Directors representing CPOs and CTAs; and
(D) One (1) Director who is a Public Representative
Section 4: Election of Members; Vacancies.
The elected members of the Executive Committee shall be chosen by the Board at the regular annual meeting as follows: The Directors representing contract markets
Section 5: Voting; Quorum.
Each member of the Executive Committee shall have one vote on Executive Committee matters. A quorum of the Committee shall consist of one contract market Member of the Committee, one FCM, LTM or IB member of the Committee, and any three other Committee members.
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ARTICLE X: NOMINATING COMMITTEE
There shall be a Nominating Committee, composed of three Subcommittees, one for each of the following categories of Members: FCMs and LTMs, IBs, and CPOs and CTAs. Each Subcommittee shall nominate at least one candidate for each position to be filled on the Board in the Subcommittee's category, in accordance with the eligibility requirements of Article VII.
Section 2: Composition; Term of Members.
(ii) The IB Subcommittee shall be composed of three (3) representatives, including at least one representative of IBs required to maintain minimum adjusted net capital and at least one representative of IBs not required to maintain minimum adjusted net capital.
(iii) The CPO and CTA Subcommittee shall include at least one representative that primarily acts as a CPO and at least one representative that primarily acts as a CTA.
(b) Members of the Nominating Committee shall serve staggered terms of three years from the date of the Board's regular annual meeting following the Annual Election at which they are elected until the date of the
Section 3: Selection of Committee Members.
Each Subcommittee of the Nominating Committee shall nominate, for each position to be filled on the Nominating Committee, one eligible individual for election by the Members to that Subcommittee for the following term. Additional nominations may be made for each such position by petition in the manner set forth in Article VII, Section 3. The procedures for such election shall be the same as those prescribed in Article VII, Section 3. No person shall be nominated or elected to the Nominating Committee who has served on the Nominating Committee during the preceding term, and no person shall be nominated or elected to the Nominating Committee who, at the time of such nomination or election, is a Director. Any vacancy that occurs on the Nominating Committee shall be filled by the Board from among persons eligible under this Article to serve thereon.
ARTICLE XI: BYLAWS
Section 1: Adoption, Amendment and Repeal.
Bylaws of NFA may be adopted, amended or repealed by a majority of all Directors in office at the time, except that
(ii) Adopting, amending or repealing any Bylaw regarding dues or assessments; and
Section 2: Content of Bylaws.
Except insofar as such matters are expressly contained in these Articles, the following shall be as provided from time to time in NFA's Bylaws: The conditions of, method of admission to, and qualifications for membership and Associate registration; the limitations, rights, powers and duties of Members and Associates; dues and assessments; the method of expulsion from and the termination of membership and Associate registration; the procedures for the settlement of claims and grievances; and all other matters pertaining to membership in, registration with, and the conduct, management and control of the business, property and affairs of NFA.
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ARTICLE XVII: ADOPTION, AMENDMENT AND REPEAL OF ARTICLES
No provision of these Articles may be adopted, amended or repealed except in the manner prescribed in this Article. Each such proposed change to the Articles shall be reviewed by the Board, and shall be submitted to the Members of NFA only upon ratification of the proposal by two-thirds of the Directors.
ARTICLE XVIII: DEFINITIONS.
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(h) "Contract Market" — means an exchange designated by the Commission as a derivatives transaction execution facility or registered by the Commission as a contract market.
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NATIONAL FUTURES ASSOCIATION
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CHAPTER 4. MEMBER MEETINGS AND ELECTIONS
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BYLAW 406. ELECTIONS.
The Annual Election shall be held on the second third Tuesday in January, at which the contested vacancies on the Board and Nominating Committee shall be filled. Before the October 15 preceding the election, the Secretary shall:
(2) request the submission to the Nominating Committee of the names of eligible persons to fill those positions.
Before the November 20 preceding the election, the Nominating Committee shall submit its list of nominees for the positions to the Secretary, who shall promptly notify the Members of the nominations. Other nominations may be made by petition, as prescribed in the Articles. Each petition must identify the position to which the nomination pertains. Petitions must be received by the Secretary within 21 days of the issuance of the Secretary's notification of the candidates proposed by the Nominating Committee. Promptly after the expiration of the period within which petitions may be submitted, the Secretary shall notify the Members of all of the candidates for Director and member of the Nominating Committee. In the event of a contested election in any of the FCM and LTM, IB, or CPO and CTA categories, the Secretary shall cause written ballots to be sent to all Members in that category
BYLAW 407. TRANSITIONAL BOARD INTERIM BOARD AND INTERIM COMMITTEES.
The Directors holding office and all members of the Executive Committee, Nominating Committee, Appeals Committee and Membership Committee ("Committees") as of September 1, 2001 shall constitute an interim Board of Directors and interim Committees. The terms of all interim Directors and interim Committee Members shall end on the date of the Board's regular annual meeting in 2002. The interim Board and interim Committees shall have all the powers of the Board of Directors and Committees, respectively except the power to adopt, amend or repeal Articles.
CHAPTER 5. BOARD OF DIRECTORS
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BYLAW 503. REMOVAL OF DIRECTORS.
Notwithstanding the provisions of Bylaw 515, Directors may be removed from office as follows:
(b) Upon recommendation of the Executive Committee, any Director may be removed by two-thirds of the Directors present and voting at a duly convened meeting of the Board whenever, in their judgment, the best interests of NFA will be served thereby.
BYLAW 507. SPECIAL MEETINGS.
Special meetings of the Board shall be held at the request of the Chairman, the President, or any 10 Directors. The date and place of the meeting shall be determined by the Chairman and specified in the notice of the meeting.
(b) Notice of Emergencies.
Attendance of a Director at the meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting exclusively for the limited purpose of objecting to the transaction of any business thereat on the ground that the meeting shall be limited to the matters specified in the notice of such meeting.
In the event of an emergency (as defined herein), the Chairman or President may call a meeting on one-hour notice to all Directors. Such notice may be given by telephone, telegraph or other means. The business of the meeting shall be limited to the emergency. A quorum shall consist of
BYLAW 701. MEMBERSHIP COMMITTEE.
There shall be a Membership Committee, consisting of
(b) continued eligibility for such membership or registration.
Each Committee member shall serve for
BYLAW 702. APPEALS COMMITTEE.
There shall be an Appeals Committee, consisting of
CHAPTER 13. DUES AND ASSESSMENTS
BYLAW 1301. SCHEDULE OF DUES AND ASSESSMENTS.
Subject to the provisions of Article XII, dues and assessments of Members shall be as follows:
(a) Contract Markets.
(b) FCM Members.
(B) $.07 for each option contract traded on a contract market on a per trade basis, carried by it for a customer other than: (1) a person having privileges of membership on a contract market where such contract is entered; or (2) a business affiliate of such FCM that directly or indirectly owns 100 percent of or is owned 100 percent by or has 100 percent ownership in common with such FCM provided such FCM has privileges of membership on the contract market where such contract is entered; or (3) an omnibus account carried for another FCM Member for which assessments are payable to NFA by the other FCM;
(C) $.14 for each commodity futures contract traded on a foreign board of trade (other than an option contract) on a round-turn basis;
(D) $.07 for each option contract traded on a foreign board of trade on a per trade basis, carried by it for a customer other than on an omnibus account basis for another FCM Member for which assessments are payable to NFA by the other FCM; and
(E) $.07 for each dealer option contract on a per trade basis carried by it for a customer other than a business affiliate of such FCM that directly or indirectly owns 100 percent of or is owned 100 percent by or has 100 percent ownership in common with such FCM Member: Provided, however, such assessments shall be suspended or adjusted by the Board for a period not to exceed three months when in the judgment of the Board such action is appropriate in light of NFA's overall financial goals. The FCM Member shall invoice these assessments to its customer and shall remit the amount due to NFA; and
(ii) Each FCM for which NFA serves as the DSRO, as defined in NFA Financial Requirements Section 2, shall pay to NFA annual dues of $7,500 and each FCM for which NFA does not serve as the DSRO as defined in NFA Financial Requirements Section 2, shall pay to NFA annual dues of $2,000.
(c) LTM Members.
(ii) Each LTM Member shall pay to NFA annual dues of $1,000.
(d) Other Members.
(ii) Commodity Pool Operator-$1,000
(iii) Introducing Broker-$1,000
Subject to category voting as prescribed by Article XI, Section 1(a), the Board may in its discretion waive or establish lower annual dues for particular Members.
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BYLAW 1506. AMENDMENTS TO BYLAWS.
No Bylaw may be adopted, amended or repealed except as specified in a written notice sent to each Director at least two weeks prior to the meeting at which the Board considers the same: Provided, however, that such prior notice is not required in an emergency as defined by Bylaw 507, or where a two-thirds majority of all Directors present and voting
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Amendments to the following NFA Articles of Incorporation to change the size and composition of NFA's Board of Directors, the voting restrictions of the Board, the composition of NFA's Membership Committee, and the size of NFA's Appeals Committee.
Article IV: Form of Organization
Article VII: Board of Directors
Article VIII: Executive Committee
Article X: Nominating Committee
Article XI: Bylaws
Article XVII: Adoption, Amendment and Repeal of Articles
Article XVIII: Definitions
APPROVE: ______ DISAPPROVE: ______
THIS BALLOT MUST BE HAND-DELIVERED TO NFA OR MAILED POSTMARKED NO LATER THAN SEPTEMBER 30, 2001