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  • ARTICLE VIII REGIONAL COMMITTEES

    • Establishment of Districts and Regions

      Sec. 8.1  The Board shall establish boundaries for districts within the United States to assist FINRA Regulation in administering its affairs in a manner that is consistent with applicable law, the Restated Certificate of Incorporation, these By-Laws, the Delegation Plan, and the Rules of the Corporation. The Board may organize the districts into regions to promote efficiency and sound administration. It may make changes from time to time in the number or boundaries of the districts or regions as it deems necessary or appropriate. The Board shall prescribe such policies and procedures as are necessary or appropriate to address the implementation of a new district or region configuration in the event of a change in the number or boundaries of the districts or regions. Schedule A to these By-Laws identifies the districts, their territorial boundaries and respective regions as currently established by the Board.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Composition of Regional Committees

      Sec. 8.2  (a) A district within its respective region, as established under Section 8.1, shall elect no fewer than six Regional Committee members to serve on the Regional Committee for its respective region, unless otherwise provided by resolution of the Board. A Regional Committee shall consist of no fewer than five and no more than 20 members, unless otherwise provided by resolution of the Board. Subject to the limitation set forth in the immediately preceding sentence, the authorized number of members of a Regional Committee shall be determined from time to time by the Board; provided, however, that no decrease in the authorized number of members of a Regional Committee shall shorten the term of office of any member thereof. Each Regional Committee member of a particular district shall: (1) be associated with a FINRA member eligible to vote in the district-level elections and registered in the capacity of a branch manager or principal or denoted as a corporate officer of the FINRA member; and (2) work for a firm headquartered within the district the Regional Committee member is representing. For purposes of this provision, a FINRA member is headquartered where it designates its main address on the member's Form BD. Members of the Regional Committees shall serve as panelists in disciplinary proceedings in accordance with the Rules of the Corporation. The Regional Committees shall consider and recommend policies and rule changes to the Board. The Regional Committees shall endeavor to educate FINRA members and other brokers and dealers in their respective districts as to the objects, purposes, and work of FINRA and FINRA Regulation in order to foster FINRA members' interest and cooperation.
      (b) A member of a Regional Committee may resign at any time upon giving Notice to the District Director. Any such resignation shall take effect upon receipt of such Notice or at any later time specified therein, provided that notice of resignation at a later date may be made immediately effective at the discretion of the Chief Executive Officer or his or her designee. The acceptance of such resignation shall not be necessary to make such resignation effective.
      (c) In the event of the refusal, failure, neglect, or inability of a member of a Regional Committee to discharge his or her duties, or for any cause affecting the best interests of FINRA Regulation, the sufficiency of which shall be decided by the Regional Committee, the Regional Committee may remove the member by the affirmative vote of two-thirds of the members of the Regional Committee then in office and declare the Regional Committee member's position vacant. The Regional Committee shall notify the Regional Committee member of his or her removal within seven days after the vote. A Regional Committee member who is removed may submit a written appeal of the removal to the Board within 30 days after the date he or she is notified of the removal. The Board may affirm, reverse, or modify the determination of the Regional Committee. A vote of a majority of the Directors then in office shall be required to reverse or modify the action of the Regional Committee.
      (d) In the event of a vacancy in a Regional Committee resulting from death, resignation, removal, or other cause, the Chief Executive Officer or his or her designee shall determine whether such vacancy shall be filled prior to the next regularly scheduled election of Regional Committee members. In the event the Chief Executive Officer or his or her designee determines that a vacancy on a Regional Committee should be filled, the vacancy shall be filled pursuant to Section 8.4.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2005-086 eff. July 5, 2005.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Term of Office of Regional Committee Members

      Sec. 8.3  Each regularly elected member of a Regional Committee shall hold office for a "full term" which is the later of three years or until a successor is elected and qualified. Notwithstanding the term of office for a regularly elected Regional Committee member, such member's term shall terminate sooner upon the member's death, resignation, or removal. There is no limit on the number of terms that may be served by a member of a Regional Committee, except that a Regional Committee member may serve no more than two full terms consecutively.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Filling of Vacancies on Regional Committees

      Sec. 8.4  In the event of a vacancy on a Regional Committee prior to the expiration of the Regional Committee member's term of office, and where the Chief Executive Officer or his or her designee determines, pursuant to Section 8.2(d), that such vacancy should be filled, or in the event of a newly created membership on a Regional Committee by virtue of an increase in the authorized number of members thereof, the Regional Committee shall appoint by majority vote an individual who meets the qualification requirements of Section 8.2(a) to fill a vacancy. The appointment by the Regional Committee shall be effective until the next regularly scheduled election, and until such Regional Committee member's successor is elected and qualified. Following the next regularly scheduled election, in the event of a vacancy, the newly elected Regional Committee member shall serve only the duration of the departed Regional Committee member's term, and in the event of a newly created membership, the newly elected Regional Committee member shall serve only the duration of the term for such class of membership.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Meetings of Regional Committees

      Sec. 8.5  Meetings of a Regional Committee shall be held in its region, as identified in Schedule A to these By-Laws, at such times and places, upon such notice, and in accordance with such procedures as the Chief Executive Officer or his or her designee in his or her discretion may determine. A quorum of a Regional Committee shall consist of a majority of its members, and any action taken by a majority present at any meeting at which a quorum is present, except as otherwise provided in these By-Laws, shall constitute the action of the Committee. Any or all members of a Regional Committee may participate in any such meeting by means of conference telephone or other communications equipment by means of which all participants can communicate with each other, and such participation shall constitute presence in person at the meeting. Action by a Regional Committee may be taken by consent in writing or by electronic transmission in lieu of a meeting, in which case any action taken by a majority of the Committee shall constitute the action of the Committee.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Expenses of Regional Committees

      Sec. 8.6  Funds to meet the regular expenses of each Regional Committee shall be provided by the Board, and all such expenses shall be subject to the approval of the Board.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Solicitation of Candidates and Secretary's Notice to FINRA Members

      Sec. 8.7  The Secretary of FINRA Regulation shall give a Notice of the upcoming election to FINRA members and the Executive Representatives of FINRA members describing the election procedures and stating that FINRA members may submit names of Regional Committee member candidates for consideration to the Secretary of FINRA Regulation.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Self-Nomination of Candidates and Vacancy Appointments

      Sec. 8.8  (a) An individual who meets the qualification requirements of Section 8.2(a) wishing to be considered for election to the Regional Committee shall deliver a written Notice to the Secretary of FINRA Regulation within 30 calendar days after the Secretary of FINRA Regulation gives the Notice of the upcoming elections pursuant to Section 8.7. The Secretary of FINRA Regulation shall make a written record of the time and date of the receipt of each Notice from a qualified individual, and designate that individual as a candidate.
      (b) In the event that no candidate is designated for a particular Regional Committee vacancy, the Chief Executive Officer or his or her designee shall appoint an individual who meets the qualification requirements of Section 8.2(a) to fill that vacancy for a full term.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Adopted by SR-FINRA-2011-011 eff. April 28, 2011.

    • FINRA Members Eligible to Vote

      Sec. 8.9  A FINRA member that is headquartered in the district shall be eligible to cast one vote through the FINRA member's Executive Representative for each position to be filled in the election representing that district on the Regional Committee. For purposes of this provision, a FINRA member is headquartered where it designates its main address on the member's Form BD.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Administrative Support

      Sec. 8.10  The Secretary of FINRA Regulation shall provide administrative support to all candidates, according to procedures published by the Secretary. Any candidate may also send communications to FINRA members eligible to vote in the district at the candidate's own expense, provided that such communications clearly state that they represent the opinions of the candidate. Except as provided in this Article, FINRA Regulation, the Board, any committee, and FINRA Regulation staff shall not provide any other administrative support to a candidate in the election.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Ballots

      Sec. 8.11  The Secretary of FINRA Regulation shall send a ballot to the Executive Representative of each FINRA member eligible to vote in the district. The ballot shall list the candidates for each position subject to election in alphabetical order. Instructions on the ballot shall direct the Executive Representative to return the ballot to the Independent Agent and state that the ballot must be postmarked or otherwise delivered on or before the return date specified on the ballot. The return date specified on the ballot shall be no fewer than 20 and no more than 30 days after the date of mailing or other delivery of the ballot.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Vote Qualification List

      Sec. 8.12  Eligibility to vote in a district-level election shall be based on FINRA's membership records as of a date selected by the Secretary of FINRA Regulation that is not more than 30 days before the date of mailing of the ballot. The Secretary of FINRA Regulation shall prepare a list of FINRA members eligible to vote in the district, their mailing addresses, and their Executive Representatives, which shall be used for vote qualification purposes, and shall provide the applicable list to candidates upon request.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Ballots Returned As Undelivered

      Sec. 8.13  The Independent Agent shall investigate any ballot returned undelivered and shall determine whether it was sent to the FINRA member's address of record. If incorrectly addressed, the Independent Agent shall send a new ballot to the address of record.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • General Procedures for Qualification and Accounting of Ballots

      Sec. 8.14  After the close of the voting period, the Independent Agent shall tabulate the ballots and notify the Secretary of FINRA Regulation of the voting results for each Regional Committee position subject to election within 14 calendar days after the return date specified on the ballot pursuant to Section 8.11.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Ballots Set Aside

      Sec. 8.15  The Independent Agent shall set aside a ballot if: (a) the ballot is received from a FINRA member eligible to vote in the district and the ballot is signed by a person who is not the Executive Representative listed on the vote qualification list prepared under Section 8.12, and the Secretary of FINRA has not received proper notice of a change in Executive Representative pursuant to the FINRA By-Laws; or (b) if two or more properly executed ballots are received from a FINRA member eligible to vote in the district. If the Independent Agent determines that the ballots set aside are material to the outcome of the election, the Secretary of FINRA Regulation and the Independent Agent shall make reasonable efforts to resolve each ballot set aside. With respect to a ballot not signed by an Executive Representative of record, the Secretary of FINRA Regulation shall contact the FINRA member to request that the FINRA member send written notice of any change in Executive Representative to a FINRA designated system or by facsimile so that the ballot may be counted. With respect to multiple ballots from a FINRA member, the Independent Agent shall contact the Executive Representative of the FINRA member to obtain the FINRA member's vote. The Secretary of FINRA Regulation shall keep a list of FINRA members that reported their ballot was lost or not received and that were provided with a duplicate ballot. The Secretary of FINRA Regulation shall provide the list to the Independent Agent and, upon request, to the candidates.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Invalid Ballots

      Sec. 8.16  The Independent Agent shall declare a ballot invalid if one or more of the following conditions exist:
      (a) the ballot is not signed by the Executive Representative (unless Section 8.15 applies);
      (b) a vote is not indicated on the ballot; or
      (c) the ballot indicates votes for more than one candidate per position subject to election.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Election Results

      Sec. 8.17  The Independent Agent shall count the votes received for each candidate in a district. The district-level candidates for the office of member of the Regional Committee receiving the largest number of votes cast by FINRA members eligible to vote in the district for the office shall be declared elected such that the number of candidates declared elected corresponds to the number of positions on the Regional Committee subject to the district-level election. In the event of a tie, there shall be a run-off election. The Secretary of FINRA Regulation shall notify the Board of the election results. The notification shall state the number of votes received by each candidate and the number of ballots set aside.
      Amended by SR-FINRA-2018-021 eff. May 18, 2018.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Extensions of Time and Additional Procedures

      Sec. 8.18  The Secretary of FINRA Regulation may extend a time period under this Article for good cause shown. In extraordinary circumstances, the Secretary of FINRA Regulation, with the approval of the Executive Committee or the Board, may adopt additional procedures for elections under this Article.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.
      Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

    • Definitions

      Sec. 8.19  (a) When used in Article VIII of these By-Laws, the term "Notice" means a notice in writing or by electronic transmission.
      (b) For purposes of this Article VIII, any Notice by FINRA Regulation, the Secretary of FINRA Regulation, or the District Director given by electronic transmission shall be deemed given: (1) if by facsimile telecommunication, when directed to a number at which the person entitled to notice has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the person entitled to notice has consented to receive notice; (3) if by a posting on an electronic network when the person entitled to notice has consented to receive notice in this manner, together with separate notice to the person entitled to notice of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and (4) if by any other form of electronic transmission when the person entitled to notice has consented to receive notice in this manner, when directed to the person entitled to notice. For purposes of this Article VIII, if mailed, any such Notice by FINRA Regulation, the Secretary of FINRA Regulation, or the District Director shall be deemed given when deposited in the United States mail, postage prepaid, directed to the person entitled to notice at such person's address as it appears on the records of FINRA Regulation.
      Amended by SR-FINRA-2015-034 eff. Dec. 20, 2015.
      Amended by SR-FINRA-2011-011 eff. April 28, 2011.
      Amended by SR-FINRA-2008-046 eff. Nov. 6, 2008.
      Amended by SR-NASD-2003-55 eff. Feb. 1, 2004.

      Selected Notice: 16-04