View Whole Section Print Print Manager Link
Previous Next

ARTICLE I DEFINITIONS

Past version: effective from Nov 6 2008 - Apr 27 2011.
To view other versions open the versions tab on the right.

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 FINRA 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) "Corporation" means the Financial Industry Regulatory Authority, Inc., the National Association of Securities Dealers, Inc., or any future name of the entity;
(f) "day" means calendar day;
(g) "dealer" shall have the same meaning as in Section 3(a)(5) of the Act;
(h) "Delaware law" means the General Corporation Law of the State of Delaware;
(i) "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;
(j) "Director" means a member of the Board;
(k) "district" means a district established by the Board pursuant to Article VIII, Section 8.1 of these By-Laws;
(l) "District Committee" means a District Committee elected pursuant to Article VIII of these By-Laws;
(m) "District Director" means a FINRA Regulation staff member who heads a district office;
(n) "District Nominating Committee" means a District Nominating Committee elected pursuant to Article VIII of these By-Laws;
(o) "district office" means an office of FINRA Regulation located in a district;
(p) "Executive Representative" means the executive representative of a FINRA member appointed pursuant to Article IV, Section 3 of the FINRA By-Laws;
(q) "FINRA" means the Financial Industry Regulatory Authority, Inc.;
(r) "FINRA Board" means the FINRA Board of Governors;
(s) “FINRA Dispute Resolution” means FINRA Dispute Resolution, Inc.;
(t) "FINRA member" means any broker or dealer admitted to membership in FINRA;
(u) "FINRA Regulation" means FINRA Regulation, Inc.;
(v) “Governor” means a member of the FINRA Board;
(w) "Independent Agent" means a corporation or entity selected by the Secretary of FINRA or FINRA Regulation to assist FINRA Regulation with nomination and election procedures under Articles VI and VIII of these By-Laws and the representatives of such corporation or entity;
(x) "Industry Director" means a Director (other than the Chair of the FINRA Board and the Chief Executive Officer of FINRA) who (1) is or has served in the prior year as an officer, director (other than as a independent director), employee, or controlling person of a broker or dealer, or (2) has a consulting or employment relationship with or provides professional services to a self regulatory organization registered under the Act, or has had any such relationship or provided any such services at any time within the prior year;
(y) “Industry Member” means a National Adjudicatory Council or committee member who (1) is or has served in the prior year as an officer, director, employee, or controlling person of a broker or dealer, excluding an independent director, 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 member or 20 percent or more of the gross revenues received by the 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 member or 20 percent or more of the gross revenues received by the member's firm or partnership; or (6) has a consulting or employment relationship with or provides professional services to a self regulatory organization registered under the Act, or has had any such relationship or provided any such services at any time within the prior year;
(z) “Large Firm” means any broker or dealer admitted to membership in the Corporation which, at the time of determination, has 500 or more registered persons;
(aa) “Large Firm NAC Member” or “Large Firm Committee Member” means a National Adjudicatory Council or committee member that must, in order to be eligible to serve, be an Industry Member and, at the time of election or appointment, must be registered with a member which is a Large Firm;
(bb) “Mid-Size Firm” means any broker or dealer admitted to membership in the Corporation which, at the time of determination, has at least 151 and no more than 499 registered persons;
(cc) “Mid-Size Firm NAC Member” or “Mid-Size Firm Committee Member” means a National Adjudicatory Council or committee member that must, in order to be eligible to serve, be an Industry Member and, at the time of election or appointment, must be registered with a member which is a Mid-Size Firm;
(dd) "National Adjudicatory Council" or “NAC” means a body appointed pursuant to Article V of these By-Laws.
(ee) "Nominating Committee" means the Nominating Committee appointed pursuant to Article VII, Section 9 of the FINRA By-Laws;
(ff) "Non-Industry Member" means a National Adjudicatory Council or committee member who is (1) a Public Member; (2) an officer or employee of an issuer of securities listed on a market for which FINRA 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 Member;
(gg) "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 Corporation; (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 FINRA under these By-Laws or the Rules of the Corporation; and (3) for purposes of Rule 8210, any other person listed in Schedule A of Form BD of a member;
(hh) "Public Director" means a Director who is not an Industry Director and who otherwise has no material business relationship with a broker or dealer or a self regulatory organization registered under the Act (other than serving as a public director of such a self regulatory organization);
(ii) “Public Member” means a National Adjudicatory Council or committee member who has no material business relationship with a broker or dealer or a self regulatory organization registered under the Act (other than serving as a public director or a public member on a committee of such a self regulatory organization);
(jj) “Rules of the Corporation” or “Rules” means the numbered rules set forth in the Manual of the Corporation beginning with the Rule 0100 Series, as adopted by the FINRA Board pursuant to the FINRA By-Laws, as hereafter amended or supplemented;
(kk) “Small Firm” means any broker or dealer admitted to membership in the Corporation which, at the time of determination, has at least one and no more than 150 registered persons; and
(ll) “Small Firm NAC Member” or “Small Firm Committee Member” means a National Adjudicatory Council or committee member that must, in order to be eligible to serve, be an Industry Member and, at the time of election or appointment, must be registered with a member which is a Small Firm.
Amended by SR-FINRA-2008-046. eff. Nov. 6, 2008.
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.

Previous Next