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Chapter 5. Board of Directors


[Effective dates of amendments: August 16, 1993; October 15, 2001; November 16, 2009, February 20, 2014; August 1, 2016 and June 11, 2021.]

(a) General.

Special meetings of the Board shall be held at the request of the Chairman, the President, or any 10 Directors. The date and place of the meeting shall be determined by the Chairman and specified in the notice of the meeting.

(b) Notice of Emergencies.

Except in the event of an emergency (as defined below), the Chairman shall cause notice of any special meeting of the Board to be given at least 48 hours before the time at which the meeting is to be held.

Notices to Directors may be given in writing and delivered personally or mailed to the Directors at their addresses appearing on the books of NFA or may be given by telephone or other means of electronic transmission.

Attendance of a Director at the meeting shall constitute a waiver of notice of the meeting, except where a Director attends a meeting exclusively for the limited purpose of objecting, at the beginning of the meeting, to the transaction of any business thereat on the ground that the meeting is not lawfully called or convened.

In the event of an emergency (as defined herein), the Chairman or President may call a meeting on one-hour notice to all Directors. Such notice may be given by telephone, electronic transmission or other lawful means. The business of the meeting shall be limited to the emergency. A quorum shall consist of 1/3 of the Directors, provided there is present at least one contract market Director, one FCM, LTM or IB Director; one SD, MSP or RFED Director; one CPO or CTA Director; and one Public Representative Director. For purposes of this Bylaw, an emergency shall exist when the Chairman or President determines that, because of an unusual, unforeseeable and adverse circumstance, it is necessary to hold a meeting on one hour notice.