Notice to Members 02-56

Nominees for NASD Board of Governors

The Annual Meeting of members of NASD will be held on December 5, 2002. The formal notice of the meeting, including the precise date, time, and location of the Annual Meeting, will be mailed on or about November 4, 2002.

The individuals nominated by the NASD National Nominating Committee (NNC) for election to the NASD Board of Governors are identified in this Special Notice. Pursuant to Section 10 of Article VII of the NASD By-Laws, a person who has not been so nominated for election to the Board of Governors may be included on the ballot for the election of Governors if:

  1. within 45 days of the date of this Special Notice such person presents to the Secretary of NASD petitions in support of such nomination duly executed by at least 3 percent of the members of NASD. As of the date of this Special Notice, NASD has 5469 voting members; therefore, the applicable 3 percent threshold is 164 members. If, however, a candidate's name appears on a slate of nominees, the slate must be endorsed by 10 percent of NASD's voting members. The applicable 10 percent threshold is 546 members; and
  2. the Secretary certifies that such petitions have been duly executed by the Executive Representatives of the requisite number of members of NASD, and the person being nominated satisfies the classification of the governorship to be filled based on the information provided by the person as is reasonably necessary for the Secretary to make the certification.

Pursuant to Article VII, Section 4, of the NASD By-Laws, the NASD Board must consist of no fewer than 17 and no more than 27 Governors. The By-Laws also provide that the number of Governors within the range is set by the Board. In recent years, the Board has operated at its maximum size of 27. However, on August 13, the Board determined to set the size of the Board at 24, effective with the December 5, 2002 Annual Meeting. As a result, on December 5, the members will elect eight Governors.

Questions regarding this Special Notice may be directed to:

Barbara Z. Sweeney
Senior Vice President and Corporate Secretary
1735 K Street, NW
Washington, DC 20006-1500
(202) 728-8062


T. Grant Callery
Senior Vice President and General Counsel
1735 K Street, NW
Washington, DC 20006-1500
(202) 728-8285