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Fixing of Date by Board

Sec. 1.  In order that the Corporation may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or to express consent or dissent to corporate action in writing without a meeting, or for the purpose of any other lawful action, the Board may fix, in advance, a record date, pursuant to Section 213 of the General Corporation Law of the State of Delaware.

ARTICLE XVIII CHECKS

Sec. 1.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board may from time to time designate.
Amended by SR-NASD-2007-023 eff. July 30, 2007.
Amended by SR-NASD-97-71 eff. Jan. 15, 1998.

ARTICLE XVII CORPORATE SEAL

Sec. 1.  The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words "Corporate Seal, Delaware." Said seal may be used by causing it or a facsimile thereof to be imposed or affixed or reproduced or otherwise.
Amended by SR-NASD-2007-023 eff. July 30, 2007.

ARTICLE XVI PROCEDURE FOR ADOPTING AMENDMENTS TO BY-LAWS

Sec. 1.  A Governor or a committee appointed by the Board may propose amendments to these By-Laws. Any 25 members of the Corporation by petition signed by such members may propose amendments to these By-Laws. Every proposed amendment shall be presented in writing to the Board, and a record shall be kept thereof. The Board may adopt any proposed amendment to these By-Laws by affirmative vote of a majority of the Governors then in office.

Municipal Securities

Sec. 5.  The provisions of the By-Laws conferring rulemaking authority upon the Board shall not be applicable to the municipal securities activities of members or persons associated with members to the extent that the application of such authority would be inconsistent with Section 15B of the Act.
Amended by SR-NASD-97-71 eff. Jan.

Conflicts of Interest

Sec. 4.  (a) A Governor or a member of a committee shall not directly or indirectly participate in any adjudication of the interests of any party if such Governor or committee member has a conflict of interest or bias, or if circumstances otherwise exist where his or her fairness might reasonably be questioned.