Notices to Members

June 29, 2023

Effective date of amendments to NFA's Articles of Incorporation and Bylaws to implement changes to NFA's governance structure

The CFTC recently approved amendments to NFA's Articles of Incorporation and Bylaws to implement the recommendations of an NFA Board of Directors-appointed Special Committee on NFA Governance. The amendments, which are effective February 15, 2024, will:

• Reduce the size of the Board and modify its composition;
• Adopt Director and Board Chair term limits;
• Require that a Director complete one full two-year term before being eligible to serve as Board Chair;
• Eliminate the position of Board Vice Chair;
• Reduce the size of the Executive Committee and modify its composition and the process for electing Directors to the Executive Committee;
• Create a Nominating and Governance Committee to advise the Board on corporate governance matters, nominate Public Representative candidates and make recommendations to the Board regarding Directors to serve on various Board Committees;
• Amend the Public Representative definition;
• Modify the composition of the CPO/CTA Nominating Committee to mirror the composition of the CPO/CTA Board category's seats; and
• Make other technical amendments.

NFA's Board unanimously approved these amendments at its November 17, 2022, meeting. In accordance with Article XVII, the proposed amendments to NFA's Articles were submitted to a ballot vote of NFA Members, and on February 14, 2023, Corporate Election Services, an external tabulation service overseeing the ballot process, certified that Members voted in favor of the amendments.

NFA's March 13, 2023, submission letter to the CFTC contains more detailed information regarding these amendments. If you have any questions regarding these amendments, please contact Carol Wooding, General Counsel (cwooding@nfa.futures.org).