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Articles of Incorporation



ARTICLE X: NOMINATING COMMITTEE
[Effective dates of amendments: April 14, 1983; February 7, 1986; July 19, 1988; January 1, 1990; August 2, 1990; February 10, 2000; January 22, 2001; October 15, 2001; and April 1, 2013.]

Section 1: General.

There shall be a Nominating Committee, composed of four Subcommittees, one for each of the following categories of Members: (i) FCMs and LTMs, (ii) IBs, (iii) CPOs and CTAs and (iv) SDs, MSPs and RFEDs. 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.

    (a) Each Subcommittee of the Nominating Committee shall be composed of three representatives of the Subcommittee's category, except that:

      (i) The FCM and LTM Subcommittee shall be composed of three representatives, including at least one representative of FCMs or LTMs described in Article VII, Section 2(b)(i)(A) and at least one representative of FCMs or LTMs described in Article VII, Section 2(b)(i)(B);

      (ii) The IB Subcommittee shall be composed of three 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; and

      (iv) The SD, MSP and RFED Subcommittee shall be composed of three representatives, including at least one representative of SDs described in Article VII, Section 2(d)(i); at least one representative of SDs described in Article VII, Section 2(d)(ii).

    (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 Board's regular annual meeting three years hence: Provided, however, that the initial members of the SD and MSP Subcommittee shall serve terms from the date of the Board meeting at which they are elected as follows: one member until the date of the Board's regular annual meeting in 2014; one member until the date of the Board's regular annual meeting in 2015; and one member until the date of the Board's regular annual meeting in 2016; and the Board shall determine which members of the SD and MSP Subcommittee shall serve such terms.

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.

 
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