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  • ARTICLE XV LIMITATION OF POWERS

    • Prohibitions

      Sec. 1.  Under no circumstances shall the Board or any officer, employee, or member of the Corporation have the power to:
      (a) make any donation or contribution from the funds of the Corporation or to commit the Corporation for the payment of any donations or contributions for political or charitable purposes; or
      (b) use the name or the facilities of the Corporation in aid of any political party or candidate for any public office.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      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-97-71 eff. Jan. 15, 1998.

    • Use of Name of the Corporation by Members

      Sec. 2.  No member shall use the name of the Corporation except to the extent that may be permitted by the Rules of the Corporation.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Unauthorized Expenditures

      Sec. 3.  No officer, employee, member of the Board or of any committee shall have any power to incur or contract any liability on behalf of the Corporation not authorized by the Board. The Board may delegate to the Chief Executive Officer of the Corporation or the Chief Executive Officer's delegate such authority as it deems necessary to contract on behalf of the Corporation or to satisfy unanticipated liabilities during the period between Board meetings.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Conflicts of Interest

      Sec. 4.  (a) A Governor or a member of a committee shall not directly or indirectly participate in any adjudication of the interests of any party if such Governor or committee member has a conflict of interest or bias, or if circumstances otherwise exist where his or her fairness might reasonably be questioned. In any such case, the Governor or committee member shall recuse himself or herself or shall be disqualified in accordance with the Rules of the Corporation.
      (b) No contract or transaction between the Corporation and one or more of its Governors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its Governors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason if: (i) the material facts pertaining to such Governor's or officer's relationship or interest and the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Governors, even though the disinterested governors be less than a quorum; or (ii) the material facts are disclosed or become known to the Board or committee after the contract or transaction is entered into, and the Board or committee in good faith ratifies the contract or transaction by the affirmative vote of a majority of the disinterested Governors even though the disinterested governors be less than a quorum. Only disinterested Governors may be counted in determining the presence of a quorum at the portion of a meeting of the Board or of a committee that authorizes the contract or transaction. This subsection shall not apply to any contract or transaction between the Corporation and NASD Regulation, or NASD Dispute Resolution.
      Amended by SR-NASD-2007-023 eff. July 30, 2007.
      Amended by SR-NASD-2006-104 eff. Dec. 20, 2006.
      Amended by SR-NASD-2006-135 eff. Dec. 20, 2006.
      Amended by SR-NASD-2004-110 eff. Dec. 31, 2004.
      Amended by SR-NASD-2001-06 eff. May 8, 2001.
      Amended by SR-NASD-98-56 eff. Oct. 30, 1998.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Municipal Securities

      Sec. 5.  The provisions of the By-Laws conferring rulemaking authority upon the Board shall not be applicable to the municipal securities activities of members or persons associated with members to the extent that the application of such authority would be inconsistent with Section 15B of the Act.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.