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Board Structure

The Exchange’s operations are overseen by the Board of Directors. The Board consists of:

· 6 public directors
· 5 participant directors; and
· the Exchange's Chief Executive Officer

The non-CEO directors are divided into three classes with each class serving a three-year term. Directors are elected by the Exchange’s sole shareholder, CHX Holdings, Inc. Each year, the Exchange’s Nominating and Governance Committee identifies candidates for the open director positions. One Participant director position in each class is also subject to petition “STP.”  This means that the Participant community may petition to nominate an alternate candidate to the one recommended by the Nominating and Governance Committee.  If utilized, this process forces a run-off with the ultimate candidate being selected by a majority vote of the Participants.

Types of Directors

According to the Exchange’s Bylaws, a public director is a director who (i) is not a Participant, or an officer, managing member, partner or employee of an entity that is a Participant, (ii) is not an employee of the Corporation or any of its affiliates, (iii) is not broker or dealer or an officer or employee of a broker or dealer, or (iv) does not have any other material business relationship with (x) CHX Holdings, Inc., the Corporation or any of their affiliates or (y) any broker or dealer.

Participant director is a Participant or an officer, managing member or partner of an entity that is a Participant. The term "Participant" shall mean any individual, corporation, partnership or other entity that holds a permit issued by the Corporation to trade securities on the market operated by the Corporation.

A STP director is a Participant Director who is subject to the petition process outlined in the Exchange’s Bylaws.