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  • ARTICLE VIII OFFICERS, AGENTS, AND EMPLOYEES

    • Officers

      Sec. 1.  The Board shall elect a Chief Executive Officer, who shall be responsible for the management and administration of its affairs and shall be the official representative of the Corporation in all public matters and who shall have such powers and duties in the management of the Corporation as may be prescribed in a resolution by the Board, and which powers and duties shall not be inconsistent with the Delegation Plan. The Board shall elect a Secretary, who shall have such powers and duties conferred by these By-Laws and such other powers and duties as may be prescribed in a resolution by the Board. The Board may provide for such other executive or administrative officers as it shall deem necessary or advisable. All such officers shall have such titles, powers, and duties, and shall be entitled to such compensation, as shall be determined from time to time by the Board. Each such officer shall hold office until a successor is elected and qualified or until such officer's earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-97-71 eff. Nov. 17, 1997.
      Amended by SR-NASD-96-20 eff. July 11, 1996.

    • Absence of Chief Executive Officer

      Sec. 2.  In the case of the absence or inability to act of the Chief Executive Officer of the Corporation, or in the case of a vacancy in such office, the Board may appoint its Chair or such other person as it may designate to act as such officer pro tem, who shall assume all the functions and discharge all the duties of the Chief Executive Officer.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-97-71 eff. Nov. 17, 1997.
      Amended by SR-NASD-96-20 July 11, 1996.

    • Agents and Employees

      Sec. 3.  The Board may employ or authorize the employment and prescribe the powers and duties of such agents and employees as it deems necessary or advisable. The employment and compensation of such agents and employees shall be at the pleasure of the Board, provided that such determinations are not inconsistent with the requirements of the Delegation Plan. Except as provided in Article IX, Section 5(d), agents and employees of the Corporation shall be under the supervision and control of the officers of the Corporation, unless the Board provides by resolution that an agent or employee shall be under the supervision and control of the Board.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-97-71 eff. Nov. 17, 1997.
      Amended by SR-NASD-96-20 July 11, 1996.

    • Employment of Counsel

      Sec. 4.  The Board may retain or authorize the employment of counsel, with such powers, titles, duties, and authority as it shall deem necessary or advisable.
      Amended by SR-NASD-97-71 eff. Nov. 17, 1997.
      Amended by SR-NASD-96-20 eff. July 11, 1996.

    • Delegation of Duties of Officers

      Sec. 5.  The Board may delegate the duties and powers of any officer of the Corporation to any other officer or to any Governor for a specified period of time and for any reason that the Board may deem sufficient.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Adopted by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Resignation and Removal of Officers

      Sec. 6.  (a) Any officer may resign at any time upon written notice of resignation to the Board, the Chief Executive Officer, or the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein. The acceptance of a resignation shall not be necessary to make the resignation effective.
      (b) Any officer of the Corporation may be removed, with or without cause, by resolution adopted by a majority of the Governors then in office at any regular or special meeting of the Board or by a consent adopted by all of the Governors then in office in accordance with applicable law. Such removal shall be without prejudice to the contractual rights of the affected officer, if any, with the Corporation.

      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-2001-06 eff. May 8, 2001.
      Adopted by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Bond

      Sec. 7.  The Corporation may secure the fidelity of any or all of its officers, agents, or employees by bond or otherwise.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Adopted by SR-NASD-97-71 eff. Jan. 15, 1998.