Bylaws

Chapter 7. Committees

BYLAW 706. NOMINATING AND GOVERNANCE COMMITTEE.

[Adopted effective February 15, 2024.]

There shall be a Nominating and Governance Committee to advise the Board on corporate governance matters and practices. The Nominating and Governance Committee shall adopt a process to nominate individuals to the Board of Directors for the election of Public Representatives and may provide direction to the various Member Category Nominating Subcommittees relating to their nomination of Member Category Directors for election to the Board of Directors (See Bylaw 709). The Nominating and Governance Committee shall have the duties and may exercise the authority as may be prescribed in the Committee's Charter as adopted by resolution of the Board of Directors or as otherwise provided by resolution of the Board of Directors.

The Nominating and Governance Committee shall consist of no more than eight Directors all of whom shall be recommended by the Nominating and Governance Committee. Upon consideration of the recommendation, the Board shall appoint members of the Nominating and Governance Committee. At a minimum, the Nominating and Governance Committee shall consist of the following: three (3) Directors who are Public Representatives; one (1) Director representing CPOs and CTAs; one (1) Director representing SDs, RFEDs and MSPs; and one (1) Director representing FCMs, LTMs and IBs.

Each member of the Nominating and Governance Committee shall serve a one-year term, which may be renewed by the Board, or until the member's successor is appointed and qualified, or until the member's death, resignation, ineligibility or removal. A vacancy in the Committee shall be filled by the Board. A Nominating and Governance Committee member may be removed by the Board whenever, in its judgment, the best interests of NFA will be served thereby.

To effectuate the nomination of Member Category Directors to the Board of Directors, other than Contract Market Members, NFA shall have a Member Category Nominating Committee, with four Member Category Nominating 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 (See Bylaw 709).