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ARTICLE I DEFINITIONS

Past version: effective from Dec 31 2004 - Nov 5 2008.
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When used in these By-Laws, unless the context otherwise requires, the term:
(a) "Act" means the Securities Exchange Act of 1934, as amended;
(b) "Board" means the Board of Directors of NASD Regulation;
(c) "broker" shall have the same meaning as in Section 3(a)(4) of the Act;
(d) "Commission" means the Securities and Exchange Commission;
(e) "day" means calendar day;
(f) "dealer" shall have the same meaning as in Section 3(a)(5) of the Act;
(g) "Delaware law" means the General Corporation Law of the State of Delaware;
(h) "Delegation Plan" means the "Plan of Allocation and Delegation of Functions by NASD to Subsidiaries" as approved by the Commission, and as amended from time to time;
(i) "Director" means a member of the Board;
(j) "district" means a district established by the Board pursuant to Article VIII, Section 8.1 of these By-Laws;
(k) "District Committee" means a District Committee elected pursuant to Article VIII of these By-Laws;
(l) "District Director" means an NASD Regulation staff member who heads a district office;
(m) "District Nominating Committee" means a District Nominating Committee elected pursuant to Article VIII of these By-Laws;
(n) "district office" means an office of NASD Regulation located in a district;
(o) "Executive Representative" means the executive representative of an NASD member appointed pursuant to Article IV, Section 3 of the NASD By-Laws;
(p) "Independent Agent" means a corporation or entity selected by the Secretary of NASD Regulation to assist NASD Regulation with nomination and election procedures under Articles VI and VIII of these By-Laws and the representatives of such corporation or entity;
(q) "Industry Director" or "Industry member" means a Director (excluding the President of NASD Regulation and the Chief Executive Officer of NASD) or a National Adjudicatory Council or committee member who (1) is or has served in the prior three years as an officer, director, or employee of a broker or dealer, excluding an outside director or a director not engaged in the day-to-day management of a broker or dealer; (2) is an officer, director (excluding an outside director), or employee of an entity that owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts for more than five percent of the gross revenues received by the consolidated entity; (3) owns more than five percent of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day management of a broker or dealer; (4) provides professional services to brokers or dealers, and such services constitute 20 percent or more of the professional revenues received by the Director or member or 20 percent or more of the gross revenues received by the Director's or member's firm or partnership; (5) provides professional services to a director, officer, or employee of a broker, dealer, or corporation that owns 50 percent or more of the voting stock of a broker or dealer, and such services relate to the director's, officer's, or employee's professional capacity and constitute 20 percent or more of the professional revenues received by the Director or member or 20 percent or more of the gross revenues received by the Director's or member's firm or partnership; or (6) has a consulting or employment relationship with or provides professional services to the NASD, NASD Regulation, NASD Dispute Resolution, or a market for which NASD provides regulation, or has had any such relationship or provided any such services at any time within the prior three years;
(r) "NASD" means the National Association of Securities Dealers, Inc.;
(s) "NASD Board" means the NASD Board of Governors;
(t) "NASD Dispute Resolution" means NASD Dispute Resolution, Inc.;
(u) "NASD member" means any broker or dealer admitted to membership in the NASD;
(v) "NASD Regulation" means NASD Regulation, Inc.;
(w) "National Adjudicatory Council" means a body appointed pursuant to Article V of these By-Laws.
(x) "National Nominating Committee" means the National Nominating Committee appointed pursuant to Article VII, Section 9 of the NASD By-Laws;
(y) "Non-Industry Director" or "Non-Industry member" means a Director (excluding the President of NASD Regulation and the Chief Executive Officer of NASD) or a National Adjudicatory Council or committee member who is (1) a Public Director or Public member; (2) an officer or employee of an issuer of securities listed on a market for which NASD provides regulation; (3) an officer or employee of an issuer of unlisted securities that are traded in the over-the-counter market; or (4) any other individual who would not be an Industry Director or Industry member;
(z) "person associated with a member" or "associated person of a member" means: (1) a natural person who is registered or has applied for registration under the Rules of the Association; (2) a sole proprietor, partner, officer, director, or branch manager of a member, or other natural person occupying a similar status or performing similar functions, or a natural person engaged in the investment banking or securities business who is directly or indirectly controlling or controlled by a member, whether or not any such person is registered or exempt from registration with the NASD under these By-Laws or the Rules of the Association; and (3) for purposes of Rule 8210, any other person listed in Schedule A of Form BD of a member;
(aa) "Public Director" or "Public member" means a Director or National Adjudicatory Council or committee member who has no material business relationship with a broker or dealer or the NASD, NASD Regulation, or a market for which NASD provides regulation;
(bb) "Regional Nominating Committee" means a Regional Nominating Committee that nominates to the National Nominating Committee a candidate for the National Adjudicatory Council to represent a geographical region as provided in Article VI of these By-Laws; and
(cc) "Rules of the Association" or "Rules" means the numbered rules set forth in the NASD Manual beginning with the Rule 0100 Series, as adopted by the NASD Board pursuant to the NASD By-Laws, as hereafter amended or supplemented.
Amended by SR-NASD-2004-110 eff. Dec. 31, 2004.
Amended by SR-NASD-2001-57 eff. Sept. 12, 2001.
Amended by SR-NASD-01-13 eff. May 12, 2001.
Amended by SR-NASD-99-21 eff. July 9, 2000.
Amended by SR-NASD-99-35 eff. Dec. 1, 1999.
Amended by SR-NASD-98-56 eff. Oct. 30, 1998.
Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

Selected Notice: 99-95.

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