Proposed Rule Change to Amend the FINRA By-Laws, the FINRA Regulation By-Laws, the Plan of Allocation and Delegation of Functions by FINRA to Subsidiaries, and FINRA's Restated Certificate of Incorporation

Financial Industry Regulatory Authority, Inc. (“FINRA”) is filing with the Securities and Exchange Commission (“SEC” or “Commission”) a proposed rule change to (1) amend the By-Laws of the Corporation, the By-Laws of FINRA Regulation, Inc. and the Plan of Allocation and Delegation of Functions by FINRA to Subsidiaries to revise FINRA’s governance structure, including the composition and operation of the Board of Governors of FINRA and committees established by the Board comprising solely Governors; and (2) amend FINRA’s Restated Certificate of Incorporation to conform relevant provisions to the amended and restated FINRA By-Laws.

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