Notice to Members 00-90

Mail Vote - NASD Solicits Vote on Amendments to the NASD By-Laws on Selected Corporate Governance Issues

Last Voting Date: January 22, 2001
Note: Only NASD member Executive Representatives are allowed to vote. Ballots with voting instructions were distributed with the print version of this Notice.

The National Association of Securities Dealers, Inc. (NASD® or Association) invites members to vote to approve certain amendments to the NASD By-Laws. The amendments address several corporate governance issues: the treatment of staff Governors for purposes of Industry/Non-Industry balancing; the role of the National Nominating Committee (NNC) in contested elections; the petition process by which individuals and slates can be included in the election process; and the industry classifications that must be represented on the Board. Additionally, the amendments reflect the new NASD corporate structure, including the impending separation of The Nasdaq Stock Market, Inc. (Nasdaq®) and NASD and the creation of NASD Dispute Resolution, Inc., a wholly owned subsidiary. The amendments also incorporate certain technical changes.

Questions concerning this Notice may be directed to T. Grant Callery, Senior Vice President and General Counsel, Office of General Counsel, NASD, at (202) 728- 8285.