Attach to Form 990 or 990-EZ.
Information about Schedule O (Form 990 or 990-EZ) and its instructions is at| Return Reference | Explanation |
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| Significant Changes to Governing Documents | Form 990, Part VI, Line 4 In May 2015, NFA's board approved a change to NFA's Articles of Incorporation to reduce the size of the Board from 35 to 29. The board's new structure will be in place in February 2016 at the Board's regular Annual Meeting. The smaller board will consist of two less FCM seats (from 7 to 5), two less SD/MSP/RFED seats (from 7 to 5), one less CPO/CTA (from 5 to 4), and three less public directors (from 13 to 10). Unchanged are IB seats (at 2) and contract market seats (at 3). The amendment also included changes to eliminate the Board's special voting rules and allow non-Member nominations of public directors. |
| Members or Stockholders | Form 990, Part VI, Line 6 NFA MEMBERS INCLUDE ANY PERSON REGISTERED WITH THE COMMODITY FUTURES TRADING COMMISSION ("COMMISSION"); ANY CONTRACT MARKET; AND ANY PERSON DESIGNATED BY COMMISSION RULE AS ELIGIBLE FOR NFA MEMBERSHIP. NFA MEMBERS ARE DIVIDED INTO CATEGORIES BASED UPON THE CATEGORIES IN WHICH THEY ARE REGISTERED WITH THE COMMISSION. THESE CATEGORIES INCLUDE CONTRACT MARKETS; FUTURES COMMISSION MERCHANTS AND LEVERAGED TRANSACTION MERCHANTS; INTRODUCING BROKERS; RETAIL FOREIGN EXCHANGE DEALERS; SWAP DEALERS; MAJOR SWAP PARTICIPANTS; AND COMMODITY POOL OPERATORS AND COMMODITY TRADING ADVISORS. |
| Form 990, Part VI, Line 7a | Members or Stockholders Who May Elect The elected Directors shall be chosen as follows: (a) Nominating Committee. The Nominating Committee (see Article X) shall nominate at least one candidate for each elected FCM and LTM; IB; CPO and CTA; and SD, MSP and RFED Director position to be filled. These nominations shall be made in accordance with the eligibility requirements contained in this Article. The Nominating Committee shall nominate candidates whose election shall result in diverse segments of each category being represented on the Board based upon the size of the Member, the type of business conducted by the Member and the type of customer serviced by the Member. (b) Petition Procedure. Nominations may be made for elected FCM and LTM; IB; CPO and CTA; and SD, MSP and RFED Director positions by: (i) Petition signed by 50 or more NFA Members in the category for which the nomination is made (i.e., FCM and LTM; SD, MSP and RFED; IB; and CPO and CTA); or (ii) Petition submitted by any organization or association recognized by NFA as fairly representing the category (See (b)(i) and(ii) above) for which the nomination is made. Petitions shall be submitted in the manner specified in the Bylaws. No petition may nominate more than one candidate for the same position. (c) Election. If there is a contested election in any category (See (b)(i) and (ii) above) of NFA Members, the Members in that category shall thereafter elect by plurality vote from such nominees the Directors that are to represent that category. The election shall be conducted in the manner provided in the Bylaws, which shall provide for an Annual Election. (d) Public Representatives. The Public Representatives shall be chosen as follows: Before the Annual Election, the Board shall solicit from the Members the nomination of individuals to serve on the Board in the Public Representative category. At the Board's regular annual meeting, the Board shall, by majority vote, select from among such nominees the Public Representatives to serve on the Board. (e) Contract Markets In the event of an election as described in Article VII, Section 2(a)(ii)(b), the Contract Market representatives shall be elected as follows: Before the Annual Election, the Board shall solicit from Contract Market Members eligible to have representatives pursuant to Article VII, Section 2(a)(ii)(b) the nomination of individuals to serve on the Board as representatives of such Contract Market Members. If there is a contested election of such Contract Market Members, the Contract Market Members eligible to vote pursuant to Article VII, Section 2(a)(ii)(b) shall thereafter elect by plurality vote from such nominees the Directors that will represent them. The election shall be conducted in the manner provided in the Bylaws, which shall provide for an Annual Election. Section 4: Terms of Directors. (a) Contract Market Directors. Directors representing Contract Market Members shall serve for one-year terms, from the date of the Board's regular annual meeting as set forth in Bylaw 506 until the date of the Board's regular annual meeting one year hence. (b) Other Directors. Directors other than Contract Market Member Directors shall serve for two-year terms, from the date of the Board's regular annual meeting following the Annual Election at which they are elected until the date of the Board's regular annual meeting two years hence: Provided, however, the initial SD Directors and MSP Director, if any, elected in accordance with Section 8 by the Board shall serve from the date of the Board meeting at which they are elected until the date of the Board's regular annual meeting in 2014. SD Directors representing Large Financial Institutions and the SD Directors not representing Large Financial Institutions elected at the Annual Election in 2014 shall serve staggered terms. The two SD Directors representing Large Financial Institutions and the two (2) SD Directors not representing Large Financial Institutions who receive the highest number of votes in each category shall serve the two-year terms and the other three (3) SD or MSP Directors shall serve one-year terms. Ties shall be resolved by random draw. Section 5: Voting; Quorum. Each Director shall have one vote upon any matter coming before the Board for official action, and, except as otherwise provided in these Articles or NFA's Bylaws, the affirmative vote of a majority of (a) the Directors; (b) the combined SD, MSP and RFED Directors and Public Representatives; and (c) the combined Contract Market, FCM, LTM, IB, CPO and CTA Directors and Public Representatives present and voting at a meeting of the Board shall be NFA's official act if a quorum is present. A quorum of the Board shall consist of one-half of the Directors, except where NFA Bylaws specify a lesser number in emergency situations. Section 6: Establishment of Major Plans and Priorities. The Board shall establish for observance by the Executive Committee (See Article VIII) and NFA staff major plans and priorities, including those regarding the commitment and expenditure of NFA funds. Section 7: Chairman and Vice Chairman. There shall be a Chairman and Vice Chairman of the Board. They shall serve for one-year terms and shall be elected by the Board at its regular annual meeting, by majority vote. The Chairman shall be elected from among the Directors in office and the Vice Chairman shall be elected from among Directors elected to serve on the Executive Committee. Section 8: Vacancies. A vacancy that occurs on the Board before the expiration of a Director's term or because additional Directors in existing or new Member categories are required shall be filled (for the unexpired term) by an eligible individual elected by majority vote of the remaining Directors who represent the category of Members in which the vacancy occurred, except that if the vacancy involves a representative of a Contract Market Member, that Contract Market Member shall designate the successor. In the event there are no Directors remaining who represent the category of Members in which the vacancy occurred, the vacancy shall be filled by an eligible individual elected by the Board. |
| Decisions Subject to Approval | Form 990, Part VI, Line 7b A CHANGE IN NFA'S ARTICLES OF INCORPORATION ("ARTICLES") REQUIRES APPROVAL BY A MAJORITY OF THOSE VOTING IN EACH MEMBERSHIP CATEGORY. |
| Form 990 Review Process | Form 990, Part VI, Line 11b PRIOR TO FILING THE FORM 990 IT IS REVIEWED AND APPROVED BY NFA'S AUDIT COMMITTEE (THREE MEMBERS). THE REVIEW INVOLVES AN IN-DEPTH PRESENTATION BY NFA STAFF TO THE COMMITTEE. THE COMMITTEE WILL ALSO REVIEW THE OVERALL ACCURACY AND COMPLETENESS OF THE FORM 990. PRIOR TO FILING THE FORM 990, THE DRAFT RETURN WAS PROVIDED TO THE REMAINING VOTING MEMBERS OF NFA'S GOVERNING BODY. NFA'S COO ALSO REVIEWED THE 990 FOR OVERALL ACCURACY AND COMPLETENESS PRIOR TO FILING. |
| Conflict of Interest Policy Monitoring & Enforcement | Form 990, Part VI, Line 12c AT NFA'S BOARD OF DIRECTORS ANNUAL MEETING, NFA'S GENERAL COUNSEL PRESENTS, IN WRITING, NFA'S POLICY AND PROCEDURE ON CONFLICTS AND DUALITIES OF INTEREST ("POLICY"). EACH DIRECTOR IS SUBSEQUENTLY REQUIRED TO SIGN A WRITTEN STATEMENT THAT LISTS ANY AFFILIATION THAT MAY GIVE RISE TO POTENTIAL CONFLICTS AND DUALITIES OF INTEREST UNDER THE POLICY. THE WRITTEN STATEMENT ALSO ACKNOWLEDGES THAT THE DIRECTOR HAS RECEIVED, READ AND UNDERSTOOD, AND AGREES TO ABIDE BY NFA'S POLICY; AND THAT THE DIRECTOR WILL DISCLOSE, AS IT OCCURS, ANY AFFILIATION THAT MAY GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST UNDER THE POLICY. NFA STAFF REVIEWS AND MAINTAINS THESE WRITTEN STATEMENTS AND REFERS TO THEM AS MATTERS UPON WHICH THE BOARD ACTS ARISE. IF ANY DIRECTOR HAS AN AFFILIATION THAT MAY GIVE RISE TO A CONFLICT OR DUALITY OF INTEREST UNDER THE POLICY IN CONNECTION WITH A MATTER COMING BEFORE THE BOARD, NFA'S GENERAL COUNSEL BRINGS THE AFFILIATION TO THE BOARD'S ATTENTION IN THE EVENT THAT THE DIRECTOR DOES NOT. NFA STAFF IS REQUIRED TO ADHERE TO A CONFLICT OF INTEREST POLICY, WHICH IS MONITORED BY HUMAN RESOURCES. STAFF ANNUALLY COMPLETE THEIR CONFLICT OF INTEREST QUESTIONNAIRES, WHICH HUMAN RESOURCES REVIEWS AND MAINTAINS. IF ANY CONFLICTS ARISE, GENERAL COUNSEL DISCUSSES WITH THE STAFF MEMBER, AND DOCUMENTS ACTIONS TAKEN; i.e., DISPOSAL OF THE INTEREST OR ANY DISCIPLINARY ACTION UNDER THE CODE OF PROFESSIONAL CONDUCT. |
| Process for Determining Compensation | Form 990, Part VI, Lines 15a and 15b The Compensation committee is comprised of three voting members of the board. For all officers except the CEO, the CEO collaborates with the compensation committee to determine the remaining officers' compensation. The CEO and the compensation committee discuss each officer's contribution to the organization; they review comparable market data provided by NFA's human resource department and deliberate compensation recommendations which are documented and presented to the Executive Committee. The same method, as described above, is used in determining the CEO's compensation, only the CEO is not part of the process. The Executive Committee reviews the compensation committee's proposed recommendation and either accepts or adjusts the proposal. The Executive Committee then makes their recommendation to the Board of Directors. The Board of Directors either approves or modifies the Executive Committee's recommendation. The Board then approves final compensation for officers. The organization contemporaneously documents and maintains recordkeeping for deliberations and decisions regarding the compensation arrangements of the officers. |
| How Documents are Made Available to the Public | Form 990, Part VI, Line 19 THE ORGANIZATION MAKES ITS BYLAWS, ARTICLES OF INCORPORATION AND FINANCIAL STATEMENTS AVAILABLE ON ITS WEBSITE OR UPON WRITTEN REQUEST. CONFLICTS OF INTEREST POLICY IS AVAILABLE UPON REQUEST. |
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