Articles of Incorporation

ARTICLE VII: BOARD OF DIRECTORS

[Effective dates of amendments: February 10, 1983; November 27, 1984; February 7, 1986; January 22, 1988; July 19, 1988; January 1, 1990; August 2, 1990; September 8, 1992; October 16, 1992; August 16, 1993; January 21, 1994; October 24, 1994; July 23, 1996; May 1, 1998; January 22, 2001; October 15, 2001; October 9, 2007; May 18, 2009; November 16, 2009; April 1, 2013; May 19, 2014; November 20, 2014; October 8, 2015; and February 15, 2024.]

Section 1: General.

The duties of the Board of Directors shall include the management of NFA's business, the adoption of NFA's Bylaws, and the fulfillment of NFA's fundamental purposes.

Section 2: Composition of Board from and after the Annual Meeting of the Board of Directors Held in February 2024.

Notwithstanding anything to the contrary contained herein, at the regular annual meeting of the Board of Directors as set forth in Bylaw 506 (hereinafter "regular annual meeting of the Board" or "Board's regular annual meeting") held in February 2024 the terms of office of all Directors in office shall expire. From and after the regular annual meeting of the Board held in February 2024, the Board of Directors shall be comprised of no more than 23 Directors, the exact number and allocation in each Board category to be fixed by the Board of Directors from time to time pursuant to resolution adopted by the Board of Directors and shall include the following:

(a) Contract Market Representatives.

No more than two (2) Contract Market Representatives as follows:

In the event that there is only one (1) Contract Market Member of NFA having annual transaction volume during the prior calendar year of more than 1,000,000, then one (1) representative of that Contract Market Member.

In the event there are at least two (2) Contract Market Members having annual transaction volume during the prior calendar year of more than 1,000,000:

(a) one (1) representative of the Contract Market Member with the greatest annual transaction volume during the prior calendar year; and

(b) one (1) representative from a Contract Market Member not included in Section 2(a)(ii)(a) above. Only Contract Market Members not represented in accordance with Section 2(a)(ii)(a) above shall be eligible to vote for the representative elected in accordance with this Section 2(a)(ii)(b).

A specific Contract Market's annual transaction volume shall be the number of commodity futures contracts and swaps contracts entered into on the Contract Market during the calendar year. 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).

A Contract Market Member and all Contract Market Members with which it is affiliated shall have no more than one (1) 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 and Leverage Transaction Merchant Representatives.

No more than four (4) and no fewer than three (3) elected representatives of registered Futures Commission Merchants (FCMs) and registered Leverage Transaction Merchants (LTMs), divided as follows:

(i) If there are four (4) representatives, then two (2) representatives of FCMs ranked in the top ten FCMs and two (2) representatives of FCMs and LTMs not ranked in the top ten FCMs based on the total of futures customer segregated funds, cleared swaps customer collateral and foreign futures or foreign options secured amounts, as those terms are defined in the applicable Commission regulations, held as of June 30 of the prior calendar year; or

(ii) If there are three (3) representatives, then two (2) representatives of FCMs ranked in the top ten FCMs and one (1) representative of FCMs and LTMs not ranked in the top ten FCMs based on the total of futures customer segregated funds, cleared swaps customer collateral and foreign futures or foreign options secured amounts, as those terms are defined in the applicable Commission regulations, held as of June 30 of the prior calendar year.

(c) Introducing Broker Representatives.

One (1) representative of registered Introducing Brokers.

(d) Commodity Pool Operator and Commodity Trading Advisor Representatives.

Three (3) elected representatives of registered Commodity Pool Operators (CPOs) and registered Commodity Trading Advisors (CTAs) that are NFA Members reporting funds under management allocated to futures and swaps (as defined in Article XVIII) on NFA Form PQR and NFA Form PR as of June 30 the prior calendar year (Funds Under Management Allocated to Futures and Swaps) divided as follows: one (1) representative from CPOs or CTAs ranked within the top ten (10) percent based on Funds Under Management Allocated to Futures and Swaps; one (1) representative from CPOs or CTAs ranked within the top twenty (20) percent based on Funds Under Management Allocated to Futures and Swaps; and one at large representative from CPOs or CTAs with no restriction on its rank among CPOs and CTAs reporting Funds Under Management Allocated to Futures and Swaps.

(e) Swap Dealer and Major Swap Participant Representatives and Retail Foreign Exchange Dealer Members.

No more than four (4) and no fewer than three (3) elected representatives of registered or provisionally registered Swap Dealers (SDs), registered or provisionally registered Major Swap Participants (MSPs) and registered Retail Foreign Exchange Dealers (RFEDs), divided as follows:

(i) If there are four (4) representatives, then two (2) representatives of SDs that are Large Financial Institutions, as of June 30 of the prior calendar year and two (2) representatives of SDs, MSPs or RFEDs that are not Large Financial Institutions, as of June 30 of the prior calendar year; or

(ii) If there are three (3) representatives, then two (2) must be representatives of SDs that are Large Financial Institutions, as of June 30 of the prior calendar year and one (1) representative must be of SDs, MSPs or RFEDs that are not Large Financial Institutions, as of June 30 of the prior calendar year.

(f) Public Representatives.

No more than nine (9) individuals who are Public Representatives (see Article XVIII).

(g) An FCM, LTM, RFED, IB, CTA, CPO, SD or MSP Member and all of its Affiliates (See Article XVIII) shall have no more than one (1) representative on the Board at any one time.

Section 3: Nominations; Election.

(a) Member Category Representatives.

Member Category Directors, other than Contract Markets, shall be nominated in accordance with the process established by the Nominating and Governance Committee (see Bylaw 706). If there is a contested election in an NFA Member category, the Members in that category shall thereafter elect by plurality vote from such nominees the Directors that are to represent that category (See Bylaw 406). The election shall be conducted in the manner provided in the Bylaws, which shall provide for an Annual Election. If there is not a contested election in a category of NFA Member, the Directors who represent that category and who are to be elected shall be elected to the Board by the Board of Directors (and solely for such purposes shall be deemed the sole voting members under the General Corporation Law of the State of Delaware).

(b) Public Representatives.

The Public Representatives shall be nominated by the Nominating and Governance Committee for election by the Board of Directors in accordance with the process established by the Nominating and Governance Committee. Before the Annual Election, the Board shall solicit the names of individuals for consideration to serve on the Board in the Public Representative category. At the Board's regular annual meeting, the Board shall, by majority vote, elect the Public Representatives to serve on the Board.

(c) Contract Market Representatives.

In the event of an election as described in Article VII, Section 2(a)(ii)(b), Contract Market representatives shall be elected as follows: Before the Annual Election, the Board shall solicit from Contract Market Members eligible to have a representative pursuant to Article VII, Section 2(a)(ii)(b) the nomination of individuals to serve on the Board as a representative of such Contract Market Members. If there is a contested election of such Contract Market Members, the Contract Market Members eligible to vote pursuant to Article VII, Section 2(a)(ii)(b) shall thereafter elect by plurality vote from such nominees the Director that will represent them. The election shall be conducted in the manner provided in the Bylaws, which shall provide for an Annual Election. Tie votes may be resolved by the Board by random lot. If there is not a contested election of such Contract Market Members, the Director that represents Contract Markets described in Article VII, Section 2(a)(ii)(b) shall be elected to the Board by the Board of Directors (and solely for such purposes shall be deemed the sole voting members under the General Corporation Law of the State of Delaware). The Director that represents the Contract Market described in Article VII, Section 2(a)(ii)(a) shall be elected to the Board by the Board of Directors (and solely for such purposes shall be deemed the sole voting members under the General Corporation Law of the State of Delaware).The Director that represents the Contract Market described in Article VII, Section 2(a)(ii)(a) shall be elected to the Board by the Board of Directors (and solely for such purposes shall be deemed the sole voting members under the General Corporation Law of the State of Delaware).

Section 4: Terms of Directors.

Notwithstanding anything to the contrary contained herein, the terms of office of all Directors in office shall expire at the regular annual meeting of the Board held in February 2024. The Board of Directors, pursuant to a resolution adopted by the Board, shall determine which Directors whose terms begin on the date of the regular annual meeting of the Board held in February 2024 shall serve one-year or two-year terms. Except as provided above, Directors shall serve for two-year terms, 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 two years hence

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 major plans and priorities, including those regarding the commitment and expenditure of NFA funds.

Section 7: Chair.

There shall be a Chair of the Board. The Chair shall serve for a one-year term and shall be elected by the Board at its regular annual meeting, by majority vote. The Chair shall be elected from among the Directors in office. No Director is eligible to serve as Chair without completing one (1) full two (2)-year term as a Director.

Section 8: Vacancies.

A vacancy that occurs on the Board before the expiration of a Director's term or because additional Directors in existing or new Member categories are required 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, 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.

Section 9: Removal.

In accordance with Section 141(j) of the General Corporation Law of the State of Delaware, notwithstanding anything to the contrary set forth in the other provisions of the General Corporation Law of the State of Delaware, including the other provisions of Section 141, Directors may be removed from office as follows:

(a) Any Director representing a Contract Market FCM, LTM, SD, MSP, and RFED; IB; or CPO and CTA may be removed by a majority of the Members eligible to elect the Director whenever, in their judgment, the best interests of NFA will be served thereby; or

(b) Upon recommendation of the Nominating and Governance 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.

Section 10: Director Qualifications.

In addition to any other Director qualification set forth herein or in the Bylaws or any other policy of the Board or NFA, no Director who has been removed from office in accordance with Section 9 of Article VII hereof shall be qualified to be a Director at any time following such removal.