Notice to Members 03-60

Nominees for NASD Board of Governors

The Annual Meeting of members of NASD will be held on January 6, 2004. The formal notice of the meeting, including the precise date, time, and location of the Annual Meeting, will be mailed on or about December 2, 2003.

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 5331 voting members; therefore, the applicable 3 percent threshold is 160 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 533 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 number of Governors within this range is set by the Board. On July 1, 2003, the NASD Executive Committee approved a reduction in the size of the Board from 25 to 21 Governors, effective with the January 6, 2004 Annual Meeting, to eliminate the positions occupied by members who simultaneously serve on the Board of Directors of The Nasdaq Stock Market, Inc., and whose terms are expiring. In August of 2002, the Board took a similar action by reducing the size of the Board for 2003 by three Governors who also served on the NASDAQ Board and who were not eligible for re-election. Additionally, pursuant to its authority under Article VII, Section 5(d) of the NASD By-Laws, the Board determined in August of 2002 that the remaining NASD Board members who simultaneously served on the NASDAQ Board and who were eligible to serve an additional term on the NASD Board would, if re-elected, serve a term of one additional year on the NASD Board or until NASDAQ was able to operate other than as a facility of NASD, whichever were to occur first. Governors Baldwin, Romano, and Simmons were elected to the one-year term on the NASD Board at the December 5, 2002 Annual Meeting. Each of these Governors is now ineligible for re-election. A fourth NASD Board member who simultaneously serves on the NASDAQ Board and whose three-year term on the NASD Board is expiring, Governor Sodhani, is also ineligible for re- election. Accordingly, the size of the Board has been reduced to 21 Governors.

On January 6, 2004, members will elect four Governors, one of whom will occupy an Industry position on the Board, and three of whom will occupy Public positions on the Board.

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
Executive Vice President and General Counsel
1735 K Street, NW
Washington, DC 20006-1500
(202) 728-8285