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Dec 20 2006 - Dec 19 2015Dec 20 2015 onwards

I. FINRA, Inc.

FINRA, Inc. (referenced as "FINRA"), the Registered Section 15A Association, is the parent company of FINRA Regulation, Inc. (referenced as "FINRA Regulation"). The term "Association" shall refer to FINRA and FINRA Regulation collectively.
A. Other Defined Terms—The terms "Industry Governors," "Non-Industry Governors," "Public Governors," "Industry Directors," "Non-Industry Directors," "Public Directors," "Industry committee members," "Non-Industry committee members," and "Public committee members," as used herein, shall have the meanings set forth in the By-Laws of FINRA and FINRA Regulation, as applicable.
B. Functions and Authority of FINRAFINRA shall have ultimate responsibility for the rules and regulations of the Association and its operation and administration. As set forth below in Section II.A., FINRA has delegated certain authority and functions to FINRA Regulation. Actions taken pursuant to delegated authority, however, remain subject to review, ratification or rejection by the FINRA Board in accordance with procedures established by that Board. Any function or responsibility as a registered securities association under the Securities Exchange Act of 1934 ("Act"), or as set forth in the Restated Certificate of Incorporation or the By-Laws is hereby reserved, except as expressly delegated to FINRA Regulation. In addition, FINRA expressly retains the following authority and functions:
1. To exercise overall responsibility for ensuring that the Association's statutory and self-regulatory obligations and functions are fulfilled.
2. To delegate authority to FINRA Regulation to take actions on behalf of FINRA.
3. To elect the FINRA Regulation Board of Directors.
4. To review the rulemaking and disciplinary decisions of FINRA Regulation (See Section II.B. below).
5. To administer overhead and technology of FINRA Regulation.
6. To administer the Office of Internal Audit as provided in the FINRA By-Laws.
7. To manage external Association relations on major policy issues.
8. To direct FINRA Regulation to take action necessary to effectuate the purposes and functions of the Association.
9. To take action ab initio in an area of responsibility delegated to FINRA Regulation in Section II.
C. Management Compensation Committee
1. The Management Compensation Committee shall be a Committee of the FINRA Board and shall have the following functions: To consider and recommend compensation policies, programs, and practices for employees of the Association.
2. Composition: The Management Compensation Committee shall consist of no fewer than four and no more than seven Governors. The number of Non-Industry committee members shall equal or exceed the number of Industry committee members. The Chief Executive Officer shall be an ex-officio, non-voting member of the Management Compensation Committee. Each member shall serve a term of office of one year.
3. Quorum: At all meetings of the Management Compensation Committee, a quorum for the transaction of business shall consist of a majority of the Management Compensation Committee, including not less than 50 percent of the Non-Industry committee members. In the absence of a quorum, a majority of the committee members present may adjourn the meeting until a quorum is present.
D. Market Regulation Committee
The Market Regulation Committee shall exercise the functions contained in the Rule 6200 Series, among others, in accordance with the procedures specified therein.
E. Access to and Status of Officers, Directors, Employees, Books, Records, and Premises of FINRA Regulation
Notwithstanding the delegation of authority to FINRA Regulation, as set forth in Section II.A. below, the staff, books, records, and premises of FINRA Regulation are the staff, books, records, and premises of FINRA subject to oversight pursuant to the Act, and all officers, directors, employees, and agents of FINRA Regulation are officers, directors, employees, and agents of FINRA for purposes of the Act.
Amended by SR-FINRA-2015-034 eff. Dec. 20, 2015.
Amended by SR-NASD-2006-104 eff. Dec. 20, 2006.
Amended by SR-NASD-2006-135 eff. Dec. 20, 2006.
Amended by SR-NASD-2005-087 eff. Aug. 1, 2006.
Amended by SR-NASD-2005-089 eff. Oct. 1, 2005.
Amended by SR-NASD-2004-159 eff. May 26, 2005.
Amended by SR-NASD-99-21 eff. July 9, 2000.
Amended by SR-NASD-98-46 eff. July 9, 1998.

Selected Notices: 05-30, 16-04.

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