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Federal Register / Vol. 86, No. 152 / Wednesday, August 11, 2021 / Notices B At least one month prior to the expiring term of a Non-SRO Voting Representative, the Non-SRO Voting Representatives shall review the nominated individuals to confirm, by a majority vote, the nominated individuals that meet the requirements of the category up for election.
C Within a week of the Non-SRO Voting Representatives finalizing the list of eligible individuals, the Operating Committee shall post a notice on the Company website listing the individuals nominated for the open position and requesting comment from the public. After the Non-SRO Voting Representatives screen comments for appropriateness, the public comments will be posted on the Companys website. Prior to electing an individual from the list of nominations, the Non-SRO Voting Representatives will consider and discuss the public comments.
D The Non-SRO Voting Representatives whose terms are expiring may vote in the election for an open position; provided, however, that a Non-SRO Voting Representative may not vote in the election for an open position for which they are nominated.
E In the event that no nominated individual receives a majority of votes, the individuals with the lowest number of votes will be eliminated from consideration. The Non-SRO Voting Representatives will repeat this process until an individual receives a majority of votes. In the event two candidates remain, the Person receiving the most votes will be elected.
vi A Non-SRO Voting Representative may resign from the Operating Committee by tendering their resignation to the Chair of the Operating Committee. In the event a NonSRO Voting Representative leaves his or her employment or changes his or her duties within the firm to a position unrelated to the category he or she represents before the expiration of his or her term, the Non-SRO
Voting Representative shall tender his or her resignation to the Chair of the Operating Committee or be removed upon an affirmative vote of the Operating Committee pursuant to Section 4.3.
vii In the event a Non-SRO Voting Representative resigns or is removed from the Operating Committee, the Operating Committee shall, as soon as practicable, follow the procedure set forth in subparagraph bv. The individual selected shall serve out the remaining term of the resigning Non-SRO Voting Representative and, if the remaining term after selection is less than one year, such individual will automatically serve an additional twothreeyear term. If the remaining term after selection is greater than one year, the Operating Committee shall follow the procedure set forth in subparagraph bv at the end of the term. Under either circumstance, such individual may be elected for one additional twothree-year term before reaching the term limit.
viii Each Non-SRO Voting Representative will agree in writing to comply with the requirements of Section 4.10 and Exhibit B
thereto and the Confidentiality Policy set forth in Exhibit C.
c An SRO Applicant will be permitted to appoint one individual to attend subject to
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Section 4.4i regularly scheduled Operating Committee meetings in the capacity of a nonvoting observer each, an SRO Applicant Observer. Each SRO Applicant may designate an alternate individual or individuals who shall be authorized to act as the SRO Applicant Observer on behalf of the SRO Applicant in the absence of the designated SRO Applicant Observer. If the SRO Applicants Form 1 petition or Section 19b1 filing is withdrawn, returned, or is otherwise not actively pending with the Commission for any reason, then the SRO
Applicant will no longer be eligible to have an SRO Applicant Observer attend Operating Committee meetings.
d Notwithstanding anything to the contrary herein, i a national securities exchange that has ceased operations as a Market or has yet to commence operation as a Market and that is a Non-Affiliated SRO
will not be permitted to designate an SRO
Voting Representative and ii an SRO Group in which all national securities exchanges have ceased operations as a Market or have yet to commence operation as a Market will not be permitted to designate an SRO Voting Representative. Such SRO Group or NonAffiliated SRO may attend the Operating Committee as an observer but may not attend the Executive Session of the Operating Committee. In the event such an SRO Group or Non-Affiliated SRO does not commence operation as a Market for six months after first attending an Operating Committee meeting, such SRO Group or Non-Affiliated SRO may no longer attend the Operating Committee until it commences/recommences operation as a Market.
Section 4.3 Action of Operating Committee.
a The SRO Voting Representatives and Non-SRO Voting Representatives shall be allocated votes as follows:
i Each SRO Voting Representative shall be authorized to cast one vote on behalf of the SRO Group or Non-Affiliated SRO that he or she represents, provided, however, that each SRO Voting Representative representing an SRO Group or Non-Affiliated SRO whose combined market centers have consolidated equity market share of more than fifteen 15
percent during four of the six calendar months preceding an Operating Committee vote shall be authorized to cast two votes. For purposes of this Section 4.3ai, consolidated equity market share means the average daily dollar equity trading volume of Eligible Securities of an SRO
Group or Non-Affiliated SRO as a percentage of the average daily dollar equity trading volume of all of the SRO Groups and NonAffiliated SROs, as reported under this Agreement. For the avoidance of doubt, FINRA shall not be considered to operate a market center within the meaning of this Section 4.3ai solely by virtue of facilitating trade reporting of Eligible Securities through the FINRA/Nasdaq Trade Reporting Facility Carteret, the FINRA/
Nasdaq Trade Reporting Facility Chicago, the FINRA/NYSE Trade Reporting Facility, or any other trade reporting facility that FINRA
may operate from time to time in affiliation with a registered national securities exchange to provide a mechanism for FINRA

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Participants to report transactions in Eligible Securities effected otherwise than on an exchange.
ii With respect to any action on which the Non-SRO Voting Representatives may vote, the aggregate number of votes attributed to the Non-SRO Voting Representatives eligible to vote on such action shall at all times equal one half of the aggregate number of votes attributed to the votes of the SRO Voting Representatives who are eligible to vote on such action, and the number of Non-SRO
Voting Representative votes shall increase or decrease as necessary to maintain the ratio between votes attributed to the SRO Voting Representatives and votes attributed to the Non-SRO Voting Representatives. Votes attributed to Non-SRO Voting Representatives will be allocated equally among Non-SRO Voting Representatives eligible to vote, in fractional shares if necessary.
b All actions of the Operating Committee will require an augmented majority vote consisting of the affirmative vote of not less than 2/3rd two-thirds of all votes allocated in the manner described in Section 4.3a to Voting Representatives who are eligible to vote on such action, combined with a majority greater than 50 fifty percent of the votes of all votes allocated in the manner described in Section 4.3a to SRO Voting Representatives who are eligible to vote on such action.
c Notwithstanding Section 4.3b, the following actions will not require an augmented majority vote of the Operating Committee:
i the selection of Non-SRO Voting Representatives pursuant to Section 4.2b;
ii the decision to enter Executive Session pursuant to Section 4.4g;, except for matters considered pursuant to Section 4.4giE; and iii decisions concerning the operation of the Company as an LLC as specified in Section 10.3 and Section 11.2;
iv modifications to LLC-related provisions of the Agreement pursuant to Section 13.5b; and v the selection of Officers of the Company, other than the Chair, pursuant to Section 4.8.
Section 4.4 Meetings of the Operating Committee.
a Subject to Section 4.4g, meetings of the Operating Committee may be attended by each Voting Representative, Member Observers, SRO Applicant Observers, SEC
staff, and other persons as deemed appropriate by the Operating Committee.
Meetings shall be held at such times and locations as shall from time to time be determined by the Operating Committee.
Member Observers shall be entitled to receive notice of all meetings of the Company and to attend and participate in any discussion at any such meeting, unless attendance or participation would be inconsistent with the provisions of Section 4.10b, but shall not be entitled to vote on any matter.
b Special meetings of the Operating Committee may be called by the Chair on at least 24 hours notice to each Voting
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