Mail Vote — Proposed Amendment to the Procedures for Filling Vacancies on NASD^® Nominating Committees;

Last Voting Date: July 26, 1993

Executive Summary

The NASD^® invites members to vote on a proposed amendment to Article IX, Section 4 of the NASD By-Laws to conform the procedures for filling vacancies on Nominating Committees to those currently in place for District Committees. The change would eliminate the requirement for special elections to fill vacancies where more than six months remain in the unexpired term. The last voting date is July 26, 1993. The text of the amendment follows this Notice.

Background and Description of Proposal

The NASD By-Laws currently provide different procedures for filling vacancies on a District Nominating Committee and a District Committee. Article IX, Section 4 of the By-Laws provides that Nominating Committee vacancies caused by other than the expiration of a member's term of office shall be filled by appointment by the remaining members of the Nominating Committee if the unexpired term is for less than six months, but that if the unexpired term is for six months or more, such vacancy shall be filled by special election. Article VIII, Section 5 of the By-Laws relating to the filling of vacancies on District Committees, however, provides that the District Committee shall appoint a representative of a member firm having a place of business in the District to fill any vacancy resulting from the unexpired term of a departed committee member and that such appointment shall be effective until the next regularly scheduled election.

Request for Vote

The Board of Governors believes that the special election provision for Nominating Committee vacancies serves no valid purpose and is a costly and cumbersome mechanism, particularly in view of the fact that the term of Nominating Committee members is only one year. Accordingly, the Board of Governors is proposing to amend Article IX, Section 4 of the By-Laws to provide for the same procedures to be used in filling Nominating Committee vacancies as are used to fill District Committee vacancies. The proposed rule change provides that any Nominating Committee shall appoint a representative of a member of the NASD eligible to vote in the same District to fill a vacancy until the next regularly scheduled election. The Board considers the proposed rule change necessary and appropriate and recommends that members vote their approval. Please mark the attached ballot according to your convictions and mail in the enclosed, stamped envelope to The Corporation Trust Company. Ballots must be postmarked no later than July 26, 1993. Questions concerning this Notice should be directed to Elliott R. Curzon, Office of General Counsel, at (202) 728-8451.

Text of Proposed Amendment To Article IX, Section 4 of the By-Laws

(Note: New text is underlined; deleted text is in brackets.)

Filling of Vacancies for Nominating Committees

Sec. 4. [All vacancies in any Nominating Committee other than those caused by the expiration of a member's term of office shall be filled as follows:]

In the event of any vacancy on any Nominating Committee caused by the departure of a Committee member prior to the expiration of that member's term of office the Nominating Committee shall appoint a representative of a member of the Corporation eligible to vote in the same District to fill the vacancy. Such appointment shall be effective until the next regularly scheduled election occurs, in accordance with the provisions of Section 3 of this Article.