Articles of Incorporation

ARTICLE VIII: EXECUTIVE COMMITTEE

[Effective dates of amendments: November 27, 1984; February 7, 1986; January 22, 1988; January 1, 1990; August 16, 1993; May 1, 1998; January 22, 2001; October 15, 2001; May 18, 2009; November 16, 2009; April 1, 2013; May 19, 2014; October 8, 2015 and February 15,2024.]

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.

(a) General Prohibitions.

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.

The Executive Committee shall at no time exercise any of the following powers of the Board:

(i) The adoption, amendment or repeal of any Bylaw unless such power has been delegated by the Board in accordance with Article XI, Section 1; or the ratification of any proposal to adopt, amend or repeal these Articles.

(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) Except as provided in Article VII, Section 3(c) and Section 3(e), 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(viii) The amendment or repeal of any Board Resolution that, by its terms, provides that it shall not be amended or repealed by the Executive Committee.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:

(a) NFA's President, who shall be an ex officio, non-voting member; and

(b) The Chairman of the Board, who shall be a non-voting member except in the case of tie votes; and

(c) Thirteen (13) Directors, as follows:

(i) Two (2) Directors representing Contract Markets:

(A) One (1) representative of a Contract Market that had transaction volume of more than 20 percent of aggregate contract market transaction volume during the prior calendar year. A specific Contract Market's transaction volume shall be the number of commodity futures contracts and swaps contracts entered into on the Contract Market. The aggregate contract market transaction volume shall be the number of such contracts entered into on all U.S. contract markets. The number of contracts entered into on a Contract Market shall be adjusted where necessary because of differences in sizes of contracts (e.g., one 5,000 oz. contract for a particular commodity would equal five 1,000 oz. contracts for that commodity for purposes of the computation); and

(B) One (1) representative of a Contract Market other than a Contract Market described in clause (A) above: Provided, however, if no Contract Market described in clause (A) above is represented on the Board, there shall be two Directors on the Committee from Contract Markets represented on the Board;

(ii) Two (2) Directors representing FCMs, LTMs or IBs;

(iii) Two (2) Directors representing CPOs and CTAs;

(iv) Two (2) Directors representing SDs, MSPs or RFEDs; and

(v) Five (5) Directors who are Public Representatives (see Article XVIII(s)).

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 that had transaction volume of more than 20 percent of aggregate Contract Market transaction volume during the prior calendar year shall elect the Committee member in category (c)(i)(A) above; the Directors representing all other Contract Markets shall elect the Committee member in category (c)(i)(B) above; the Directors representing FCMs, LTMs and IBs shall elect the Committee members in category (c)(ii) above; the Directors representing CPOs and CTAs shall elect the Committee members in category (c)(iii) above; the Directors representing SDs, MSPs and RFEDs shall elect the Committee members in category (c)(iv) above; and the Public Representative Directors shall elect the Committee members in category (c)(v) above. A vacancy that occurs on the Executive Committee before the expiration of a Committee Member's term or because additional Committee Members in existing or new Member categories are required shall be filled in like manner. Tie votes may be resolved by the Board by random draw.

Section 5: Voting; Quorum.

Each member of the Executive Committee shall have one vote on Executive Committee matters. A majority of the Executive Committee members shall constitute a quorum.

Effective February 15, 2024 the above rule will read as follows:

ARTICLE VIII: EXECUTIVE COMMITTEE

[Effective dates of amendments: November 27, 1984; February 7, 1986; January 22, 1988; January 1, 1990; August 16, 1993; May 1, 1998; January 22, 2001; October 15, 2001; May 18, 2009; November 16, 2009; April 1, 2013; May 19, 2014; October 8, 2015; and February 15, 2024.]

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.

(a) General Prohibitions.

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.

The Executive Committee shall at no time exercise any of the following powers of the Board:

(i) The adoption, amendment or repeal of any Bylaw unless such power has been delegated by the Board in accordance with Article XI, Section 1; or the ratification of any proposal to adopt, amend or repeal these Articles.

(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 be comprised of the following:

(a) NFA's President, who shall be an ex officio, non-voting member; and

(b) The Chair of the Board, who shall be a non-voting member except in the case of tie votes; and

(c) Eight (8) Directors (including the Chair of the Board) drawn as follows from the following Board categories, with the Board Chair acting as a representative of their Board category (provided that, as noted in clause (b) above, the Chair of the Board shall be a non-voting member except in the case of tie votes):

(i) One (1) Director representing Contract Markets

(ii) One (1) Director representing FCMs and LTMs;

(iii) One (1) Director representing IBs;

(iv) One (1) Director representing CPOs and CTAs;

(v) One (1) Director representing SDs, MSPs and RFEDs; and

(vi) Three (3) Directors who are Public Representatives (see Article XVIII(s)).

Section 4: Board Appointment; Vacancies.

The Nominating and Governance Committee shall recommend (other than the Chair of the Board) Directors to serve on the Executive Committee. Upon consideration of these recommendations, the Board shall appoint by majority vote members of the Executive Committee (other than the Chair of the Board and NFA's President) in accordance with Section 3 of this Article VIII at the regular annual meeting. A vacancy that occurs on the Executive Committee before the expiration of a Committee Member's term or because additional Committee Members in existing or new Member categories are required shall be filled in like manner. Tie votes may be resolved by the Board by random draw.

Section 5: Voting; Quorum.

Each member of the Executive Committee shall have one vote on Executive Committee matters. A majority of the Executive Committee members shall constitute a quorum.