[Federal Register Volume 83, Number 212 (Thursday, November 1, 2018)]
[Notices]
[Pages 54953-54968]
[FR Doc No: 2018-23844]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-84494; File No. SR-CHX-2018-05]

Self-Regulatory Organizations; Chicago Stock Exchange, Inc.;
Notice of Filing and Immediate Effectiveness of Proposed Rule Change To
Reflect Name Changes of the Exchange and its Direct Parent Company and
To Amend Certain Corporate Governance Provisions

October 26, 2018.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on October 18, 2018, the Chicago Stock Exchange, Inc.
(``CHX'' or ``Exchange'') filed with the Securities and Exchange
Commission (the ``Commission'') the proposed rule change as described
in Items I and II below, which Items have been prepared by the self-
regulatory organization. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend the Amended and Restated Certificate
of Incorporation of the Exchange (``Exchange Certificate''), the
Amended and Restated Bylaws of the Exchange (``Exchange Bylaws''), the
Second Amended and Restated Certificate of Incorporation of the
Exchange's parent CHX Holdings, Inc. (``Holdings'' and, such
certificate, the ``Holdings Certificate''), the Second Amended and
Restated Bylaws of Holdings (``Holdings Bylaws''), the rules of the
Exchange (``Rules'') and the fee schedule of the Exchange (``Fee
Schedule'') to (1) reflect a name change of the Exchange to ``NYSE
Chicago, Inc.'' and a name change of Holdings to ``NYSE Holdings,
Inc.''; (2) harmonize certain provisions thereunder with similar
provisions in the governing documents of the national securities
exchange affiliates of the Exchange and its parent companies; and (3)
make clarifying and updating changes. The proposed rule change is
available on the Exchange's website at www.nyse.com, at the principal
office of the Exchange, and at the Commission's Public Reference Room.

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the self-regulatory organization
included statements concerning the purpose of, and basis for, the
proposed rule change and discussed any comments it received on the
proposed rule change. The text of those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
(1) Generally
    The Exchange proposes to amend the Exchange Certificate, Exchange
Bylaws, Holdings Certificate, Holdings Bylaws, Rules and Fee Schedule
to (1) reflect a name change of the Exchange to ``NYSE Chicago, Inc.''
and a name change of Holdings to ``NYSE Chicago Holdings, Inc.''; (2)
harmonize certain provisions thereunder with similar provisions in the
governing documents of the national securities exchange affiliates of
the Exchange \4\ and its parent companies; and (3) make clarifying and
updating changes.
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    \4\ The Exchange has four registered national securities
exchange affiliates: NYSE National Inc. (``NYSE National''), NYSE
Arca, Inc. (``NYSE Arca''), New York Stock Exchange LLC (``NYSE''),
NYSE America LLC (``NYSE American'' and together with the Exchange,
NYSE National, NYSE Arca and NYSE, the ``NYSE Group Exchanges'').
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    The Exchange and Holdings were recently acquired by NYSE Group,
Inc. (``NYSE Group''), which in turn is indirectly wholly owned by NYSE
Holdings LLC (``NYSE Holdings''). NYSE Holdings is a wholly owned
subsidiary of Intercontinental Holdings, Inc. (``ICE Holdings''), which
is in turn wholly owned by the Intercontinental Exchange, Inc.
(``ICE'').\5\ As a result of its acquisition, the Exchange became part
of a corporate family including five separate registered national
securities exchanges. Following the acquisition, the Exchange has
continued to operate as a separate self-regulatory organization and
continues to have rules, membership rosters and listings distinct from
the rules, membership rosters and listings of the other NYSE Group
Exchanges.
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    \5\ See Exchange Act Release No. 83635 (July 13, 2018), 83 FR
34182 (July 19, 2018) (SR-CHX-2018-004); see also Exchange Act
Release No. 83303 (May 22, 2018), 83 FR 24517 (May 29, 2018) (SR-
CHX-2018-004).
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    The Exchange believes it is important for each of the exchanges to
have a consistent approach to corporate governance in certain matters,
to simplify complexity and create greater consistency among the NYSE
Group Exchanges.\6\ Accordingly, in addition to implementing the
proposed name changes and making clarifying and updating changes, the
Exchange proposes to harmonize certain aspects of its corporate
governance framework to the existing structure at the other NYSE Group
Exchanges, particularly as it relates to board and committee structure,
administration, and governance practices. Because the Exchange is a
Delaware corporation, most of the proposed changes are based on the
governing documents of NYSE National, which is also a Delaware
corporation, and NYSE Arca, which is a Delaware non-stock corporation,
as the most comparable NYSE Group Exchanges.\7\
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    \6\ See 83 FR 34182, 34187, id.
    \7\ The other NYSE Group Exchanges, NYSE and NYSE American, are
limited liability companies organized under New York and Delaware
limited liability company law, respectively.
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    The Exchange is not proposing any amendments to its ownership
structure. Furthermore, the Exchange is not proposing any amendments to
its trading rules at this time other than the minor technical
amendments to implement the name change, as set forth below.
    The name changes and other changes described herein would become
operative upon the Exchange Certificate becoming effective pursuant to
its filing with the Secretary of State of the State of Delaware.
    In addition to the proposed changes to the Exchange Certificate,
Exchange Bylaws, Holdings Certificate, Holdings Bylaws, Rules and Fee
Schedule described below, the proposed rule change includes numerous
non-substantive grammatical edits to conform existing language to the
proposed language (e.g., replacing ``a'' with ``an'' when referring to
``Exchange'' or adding or deleting articles such as ``the''). Such
changes are not described in detail under this Section 3 but are marked
in the respective Exhibit 5 documents.
(2) Name Changes of the Exchange and Holdings
    The Exchange has determined that for marketing purposes it would be
desirable to change the name of the Exchange to ``NYSE Chicago, Inc.''
and the name of Holdings to ``NYSE Chicago

Holdings, Inc.,'' so as to be stylistically consistent with the names
of the other NYSE Group Exchanges.\8\ The Exchange does not propose to
change the name of its affiliated routing broker, CHXBD, LLC.
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    \8\ See supra note 4.
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    In connection with the name changes, the Exchange proposes the
following amendments, as reflected in the Exhibit 5.
a. Exchange Certificate
    The Exchange proposes to amend the Exchange Certificate as follows:
     Amend the title, first introductory paragraph and
signature block to reflect that the proposed Exchange Certificate is
the ``Second Amended and Restated Certificate of Incorporation'';
     Delete ``July 18, 2018'' from the signature block and
replace a reference to ``CHICAGO STOCK EXCHANGE, INC.'' in Article
FIRST with ``NYSE Chicago, Inc.''; and
     Replace a reference to ``CHX Holdings, Inc.'' under
Article FOURTH with ``NYSE Chicago Holdings, Inc.''
b. Exchange Bylaws
    The Exchange proposes to amend the Exchange Bylaws as follows:
     Amend the title to reflect that the proposed Exchange
Bylaws are the ``Second Amended and Restated Bylaws of NYSE Chicago,
Inc.'';
     Replace a reference to ``the Chicago Stock Exchange,
Inc.'' under Article 1, Section 1 with ``NYSE Chicago, Inc.''; and
     Replace all references to ``CHX Holdings, Inc.'' under
current Article X, Section 2 (proposed Article IX, Section 2) \9\ with
``NYSE Chicago Holdings, Inc.''
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    \9\ As described below, the Exchange proposes to eliminate
Article IX of the current Exchange Bylaws, thereby resulting in
Article X of the current Exchange Bylaws becoming Article IX of the
proposed Exchange Bylaws.
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c. Holdings Certificate
    The Exchange proposes to amend the Holdings Certificate as follows:
     Amend the title to reflect that the proposed Holdings
Certificate is the ``Third Amended and Restated Certificate of
Incorporation'';
     Adopt introductory paragraphs providing the current name
of Holdings and stating that the Holdings Certificate was adopted and
amended in accordance with specific provisions of the General
Corporation Law of the State of Delaware (``DGCL'').
     Replace a reference to ``CHX Holdings, Inc.'' under
Article I of the proposed Holdings Certificate with ``NYSE Chicago
Holdings, Inc.'';
     Adopt Article XIV (Effective Time) to provide the
effective date and time of the proposed Holdings Certificate; and
     Insert a signature block for the execution of the proposed
Holdings Certificate.
d. Holdings Bylaws
    The Exchange proposes to amend the Holdings Bylaws as follows:
     Amend the title to reflect that the proposed Holdings
Bylaws are the ``Third Amended and Restated Bylaws of NYSE Chicago
Holdings, Inc.'' and
     Replace a reference to ``CHX Holdings, Inc.'' under
Article I, Section 1.1 with ``NYSE Chicago, Holdings, Inc.''
e. Rules
    The Exchange proposes to amend the Rules as follows: \10\
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    \10\ The Exchange will submit subsequent rule filings as
necessary to make any technical corrections to proposed rule changes
that are pending as of the date of submission of this filing and
approved by the Commission thereafter.
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     Replace references to ``the Chicago Stock Exchange, Inc.''
``Chicago Stock Exchange, Inc.'' or ``the Chicago Stock Exchange,
Incorporated'' with ``NYSE Chicago, Inc.'' in the title of the Rules
and under Article 1, Rules 1(f), 1(g) and 1(k); paragraph .01 of the
Interpretations and Policies of Article 7, Rule 4; and paragraph .02(g)
of the Interpretations and Policies of Article 22, Rule 2. Similarly,
the Exchange proposes to delete ``Chicago Stock'' before ``Exchange''
in Article 7, Rule 6(c)(1)(H) and paragraph .01(a) of the
Interpretations and Policies of Article 8, Rule 16, and to replace
``Chicago Stock Exchange'' with ``NYSE Chicago'' in paragraph .01(h) of
the Interpretations and Policies of Article 22, Rule 2.
     Replace references to ``CHX Holdings, Inc.'' with ``NYSE
Chicago Holdings, Inc.'' under Article 1, Rule 1(h); and Article 3,
Rules 18 and 20.
     Replace a reference to ``CHX Holdings'' with ``NYSE
Holdings'' under Article 1, Rule 1(h).
     Replace references to ``CHX'' with ``NYSE Chicago'' under
Article 1, Rules 1(g) and 1(h).
     Replace references to ``CHX'' with ``Exchange'' (defined
under proposed Article 1, Rule 1(k)) under Article 1, Rules 1(ll);
2(b)(1)(C) (resulting in the current ``CHX Only'' order execution
modifier being renamed ``Exchange Only''), 2(b)(1)(D), 2(c)(1)(A) and
2(c)(2); Article 5, Rule 3(a)(11); paragraph .03 of the Interpretations
and Policies of Article 9, Rule 17; Article 17, Rules 3, 5(a), 5(b),
5(c)(3)(A) (resulting in the current ``[email protected]'' Brokerplex order
type being renamed ``[email protected]''), 5(c)(3)(B) (resulting in the
current ``[email protected]'' Brokerplex order type being renamed
``[email protected]''), 5(g) and 6(a); Article 18, Rule 1(b)(2)(D)(i);
Article 20, Rules 2A(b)(2), 2A(c)(4), 5(a)(2), 6(d)(2), 8(b)(6),
8(d)(3), 8(d)(4)(A), 9(c), 13(a), paragraph .02 of 13(a), 13(b),
paragraph .03 of 13(b) and 13(c).
    As the Exchange will no longer be referred to as ``CHX'' under the
proposed Rules, the Exchange proposes to amend Article 1, Rule 1(k),
defining ``Exchange,'' to delete the last sentence providing ``[t]he
Exchange may also be referred to in these Rules as the `CHX'.''
     Replace references to ``CHX book'' or ``CHX Book'' with
``book'' (as ``Book'' is not defined under the Rules) under Article 1,
Rules 2(a)(2), 2(b)(1)(D), 2(c)(1)(B), 2(c)(2), 2(c)(3), 2(g)(1) and
2(h)(3); Article 16, Rule 4(d)(1); Article 18, Rules 1(b)(2), 1(b)(3),
1(b)(4), 1(b)(5), 1(c)(1), 1(c)(2) and 1A(b); Article 19, Rule 3(a)(3);
and Article 20, Rules 2A(a)(4)(ii), 2A(c)(3)(A), 8(b), 8(d)(1),
8(d)(4)(B) and 8(f)(1).
     Replace references to the ``CHX Routing Services'' with
``Routing Services'' under Article 1, Rule 2(h)(1)(A)(iv); Article 18,
Rules 1(b)(2)(E), 1A(c)(2); Article 19, Rules 1, 2 and 3; and Article
20, Rules 8(a) and 12(a).
     Replace references to ``CHX Rules'' and ``CHX rules'' with
``Rules'' (defined under Article 1, Rule 1(x)) under Article 1, Rules
1(pp), 1(rr) and 2; paragraph .03(b) of the Interpretations and
Policies of Article 9, Rule 17; Article 15, Rule 1(a); Article 16,
Rules 1(d), 2(e)(1) and 4(a); Article 17, Rules 5(b), 5(d) and 7(b);
Article 18, Rule 1(c)(1)(C); Article 19, Rule 3(a); Article 20, Rules
1, 2A(b)(2)(A), 9(c), 11(c)(4); and Article 23, Rule 13(a)(3).
     Replace a reference to ``CHX rule'' with ``Rule'' under
Article 15, Rule 1(a).
     Replace all references to ``CHX Matching System'' with
``Matching System'' under Article 1, Rule 2(c)(1); Article 17, Rules
5(a), 5(c)(3)(A) and 5(c)(3)(B); and in the title of Article 20.
Correspondingly, amend Article 1, Rule 1(z) defining ``Trading
Facilities'' to include ``Matching System'' as an example of a Trading
Facility. \11\
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    \11\ In previous rule filings, the Exchange explained that the
Matching System is a part of the Exchange's ``Trading Facilities,''
which is defined under Article 1, Rule 1(z) of the Rules. See e.g.,
Exchange Act Release No. 34-81315 (August 4, 2017), 82 FR 37479,
37484 (August 10, 2017) (SR-CHX-2017-12).
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     Replace references to ``CHX Book Feed'' with ``Book Feed''
(resulting in the ``CHX Book Feed'' service being renamed ``Book
Feed'') under Article 4, Rule 1 and Article 18, Rule 1(b)(1)(B).

     Replace a reference to ``CHX Participant Firm'' with
``Participant Firm'' (defined under Article 1, Rule 1(s)) under
paragraph .03 of the Interpretations and Policies under Article 17,
Rule 3.
     Replace references to ``CHX Participant'' with ``Exchange
Participant'' under Article 20, Rule 13, as the term ``Participant'' is
a defined term under both Article 1, Rule 1(s) (referring to members of
the Exchange) and the Regulation NMS Plan to Implement a Tick Size
Pilot Program \12\ (``Tick Size Plan'') (referring to certain national
securities exchanges as a group). Utilizing the term ``Exchange
Participant'' under Article 20, Rule 13, as opposed to ``Participant,''
would ensure that Tick Size Plan Rules applicable to Exchange members
will continue to be clearly distinguished from those applicable to the
Exchange. However, under Article 4, Rule 1(a), the Exchange proposes to
replace ``CHX Participant'' with ``Participant,'' as the rule is not
related to the Tick Size Plan.
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    \12\ See Exchange Act Release No. 74892 (May 6, 2015), 80 FR
27514 (May 13, 2015).
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     Replace references to ``CHX Connect'' with ``Connect''
(resulting in the ``CHX Connect'' service being renamed ``Connect'')
under Article 4, Rule 2.
     Replace references to ``CHX Article'' with ``Article''
under Article 9, Rule 17 and Article 16, Rule 4(d)(2).
     Replace references to ``CHX Market Maker Trading Account''
with ``Market Maker Trading Account'' under Article 16, Rule 1(f).
     Replace references to ``CHX-registered Institutional
Broker'' with ``Institutional Broker'' (defined under Article 1, Rule
1(n)) under Article 17, Rule 5(a).
f. Fee Schedule
    The Exchange proposes to amend the Fee Schedule as follows:
     Replace a reference to ``the Chicago Stock Exchange,
Inc.'' ``NYSE Chicago, Inc.'' in the title of the Fee Schedule.
     Delete references to obsolete ``operative dates'' under
Sections A and C.
     Replace references to ``CHX'' with ``Exchange'' under
Sections C, D.1 and D.2(b).
     Replace references to the ``CHX Routing Services'' with
``Routing Services'' under Sections E.6, E.8(c) and E.9(c).
     Replace a reference to ``non-CHX executed trades'' with
``away executed trades'' under Section E.7(a).
     Replace a reference to ``a CHX-registered Institutional
Broker'' with ``an Institutional Broker'' under Section E.7(a).
     Replace a reference to ``CHX Connect'' with ``Connect''
under Section L.
     Replace a reference to ``CHX Book Feed'' with ``Book
Feed'' under Section M.
     Replace references to ``CHX Article'' with ``Article''
under Section P and the subtitle to the Minor Rule Violation Plan.
(3) Amendments to Certain Exchange Corporate Governance Provisions
    In addition to the name changes, the proposed changes are designed
to align the Exchange's corporate governance framework to the existing
structure at the other NYSE Group Exchanges, particularly as it relates
to board and committee structure, administration, and governance
practices, and to make certain clarifying and updating changes. The
proposed Exchange Certificate, Exchange Bylaws and Rules reflect the
expectation that the Exchange will be operated with a governance
structure substantially similar to that of other NYSE Group Exchanges,
primarily NYSE National and NYSE Arca.
    The proposed amendments described below are primarily based on the
Amended and Restated Certificate of Incorporation of NYSE National,
Inc. (``NYSE National Certificate''), the Fifth Amended and Restated
Bylaws of NYSE National, Inc. (``NYSE National Bylaws''), and the
Amended and Restated NYSE Arca, Inc. (``NYSE Arca Bylaws''). In
addition, the amendments to the indemnification provisions are based on
the Eighth Amended and Restated Bylaws of Intercontinental Exchange,
Inc. (``ICE Bylaws'') and the Sixth Amended and Restated Bylaws of
Intercontinental Exchange Holdings, Inc. (``ICE Holdings Bylaws'').
Finally, the proposed clarification and updating changes are described
below.
a. Exchange Certificate
Introductory Paragraphs
    The Exchange proposes to make non-substantive changes to the
introductory paragraphs. It would amend the first introductory
paragraph to insert ``228,'' between the ``Section'' and ``242,'' as
Article NINTH was adopted in a manner consistent with Section 228 of
the DGCL.\13\ The Exchange notes that the introductory paragraph of the
NYSE National Certificate also refers to Sections 228, 242 and 245 of
the DGCL.\14\ The Exchange also proposes to amend the third
introductory paragraph to be similar to the second introductory
paragraph of the NYSE National Certificate, so that it provides that
pursuant to Sections 242 and 245 of the DGCL, the proposed Exchange
Certificate hereby amends and restates the current Exchange Certificate
in its entirety.
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    \13\ See Del. Code tit. 8, Sec.  228.
    \14\ See Del. Code tit. 8, Sec. Sec.  228, 242, and 245.
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Articles Third and Ninth
    In a non-substantive change, the Exchange proposes to amend
Articles THIRD and NINTH to replace references to ``Delaware'' with
``the State of Delaware,'' such that all references to the ``state of
Delaware'' under the proposed Exchange Certificate are consistent with
the NYSE National Certificate.
Article Fifth
    Current Article FIFTH includes requirements related to the
composition of the board of directors of the Exchange (``Board'' and
each member of the Board a ``Director''). The Exchange proposes to
amend Article FIFTH as follows.
    Proposed paragraph (a). Current paragraph (a) (Authority) provides
that the business and affairs of the Exchange shall be managed by the
Board pursuant to the Rules and the Exchange Bylaws and that the Board
has the authority to establish committees of the Board and to delegate
authority to such committees, subject to the Rules and the Exchange
Bylaws.
    The Exchange proposes to amend paragraph (a) to be similar to
Article FIFTH(a) of the NYSE National Certificate and provide
additional clarity regarding board elections. Notably, proposed
paragraph (a) omits provisions related to the creation of Board
committees, as such provisions would be addressed in Article IV of the
proposed Exchange Bylaws, as described below. Proposed paragraph (a)
also adopts additional language related to the nomination of Directors
for election that is similar to language under Article II, Section 2(f)
of the proposed Exchange Bylaws. Therefore, proposed Article FIFTH(a)
provides as follows: \15\
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    \15\ The full text of the Exchange Certificate and Exchange
Bylaws are set forth in Exhibits 5A and 5B, respectively. The
Exchange notes that the Exchange Certificate and Exchange Bylaws use
the term ``Corporation'' instead of ``Exchange.'' To avoid possible
confusion, excerpts of the Exchange Certificate and Exchange Bylaws
noted in this proposed rule change use the term ``Exchange.''

    General. The governing body of the Exchange shall be its Board
of Directors which shall exercise all powers conferred to it by the
laws of the State of Delaware. In furtherance of and not in
limitation of the powers conferred by statute, the Board of
Directors is expressly authorized to adopt the

bylaws and the rules of the Exchange and to amend or repeal any
provision thereof subject to such conditions as the bylaws or rules
may provide. Directors shall be elected by the stockholders of the
Exchange. Elections of directors of the Exchange need not be by
written ballot unless the bylaws so provide. Except as otherwise
provided in the Bylaws or the rules, the stockholders shall nominate
directors for election at the annual meeting of the stockholders.
Such nominations shall comply with the Exchange's rules and the
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Bylaws.

    Deleting Current Paragraphs (b)-(e) and (g). The Exchange proposes
to delete current paragraphs (b) (Number and Composition of Directors),
(c), (d) (Terms) and (e) (Election and Qualification of Directors) as
redundant of identical provisions found under Article II, Section 2(a),
(b), (e) and (c) of the proposed Exchange Bylaws, respectively. The
Exchange also proposes to delete current paragraph (g) (Vacancies) as
redundant of Article II, Section 5 of the proposed Exchange Bylaws.
    Proposed paragraph (b). Current paragraph (f) (Removal of
Directors) provides that no Director may be removed from office by a
vote of the stockholders at any time except for cause and defines
``cause'' as (i) a breach of a director's duty of loyalty to the
Corporation or its stockholders, (ii) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) actions resulting in liability under Section 174 of the
General Corporation Law of Delaware, or (iv) transactions from which a
director derived an improper personal benefit. Any director may be
removed for cause by the holders of a majority of the shares of capital
stock then entitled to be voted at an election of directors.
    The Exchange proposes to move current paragraph (f) to proposed
paragraph (b) and to amend the provision to be similar to Article
FIFTH(b) of the NYSE National Certificate by permitting any Director to
be removed from office by a vote of the stockholders at any time with
or without cause, except that Non-Affiliated Directors, as defined
under Article II, Section 2(a) of the proposed Exchange Bylaws, may
only be removed for cause. The Exchange proposes to amend the
definition of ``cause'' to provide that the list set forth in the
provision is inclusive.\16\ Consistent with the proposed changes in
Articles THIRD and NINTH, the Exchange also proposes to replace a
reference to ``Delaware'' with ``the State of Delaware.''
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    \16\ See Eighth Amended and Restated Bylaws of Cboe BZX
Exchange, Inc. (``Cboe BZX Bylaws''), Section 3.4(c) (providing that
``[n]o Representative Director may be removed from office by a vote
of the stockholders at any time except for cause, which shall
include, but not limited to, (i) a breach of a Representative
Director's duty of loyalty to the Corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
transactions from which a Representative Director derived an
improper personal benefit, or (iv) a failure of a Representative
Director to be free from a statutory disqualification (as defined in
Section 3(a)(39) of the Act)'') (emphasis added). See also NYSE
Operating Agreement, Article II, Section 2.03(l) (providing that
cause ``shall include, without limitation, the failure of [a]
Director to be free of any statutory disqualification . . .'') and
NYSE American Operating Agreement, Article II, Section 2.03(l)
(same).
     The Exchange understands that NYSE National expects to propose
the same definitional change to Article FIFTH(b) of the NYSE
National Certificate in a separate filing with the Commission.
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    Proposed paragraph (c). Proposed paragraph (c) provides that the
stockholder shall have authority to fix compensation of all directors
for services to the Corporation as directors, officers or otherwise,
which is similar to the last sentence under Article III, Section 3.15
of the NYSE National Bylaws.
Article Seventh
    Current Article SEVENTH provides that the Board shall have the
power to adopt, amend or repeal the Exchange Bylaws and the Rules and
that the Exchange Bylaws may also be amended or repealed, or new bylaws
may be adopted, by action taken by the stockholders of the Exchange.
    The Exchange proposes to amend Article SEVENTH \17\ by adding
language that provides that before any amendment to, alteration or
repeal of any provision of the Exchange Bylaws under this Article
SEVENTH shall be effective, those changes shall be submitted to the
Board and if the same must be filed with or filed with and approved by
the Commission the proposed changes to the Exchange Bylaws shall not
become effective until filed with or filed with and approved by the
Commission, as the case may be. The Exchange does not propose to adopt
additional language found under Article SEVENTH of the NYSE National
Certificate requiring changes to the bylaws of the NYSE National be
effected in compliance with Section 19 of the Exchange Act, as it would
be redundant of Article VII, Sec. 1 of the proposed Exchange Bylaws,
which requires that any amendments to the Exchange Bylaws be filed with
or filed with and approved by the Commission before becoming effective.
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    \17\ See NYSE National Certificate, Article SEVENTH.
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Article Eighth
    Proposed Article EIGHTH. Current paragraph (a) permits the Exchange
to provide indemnification to certain persons. The Exchange now
proposes to delete paragraph (a) in its entirety as it is duplicative
of the indemnification provision in Article VI, Section 1 of the
Exchange Bylaws and so unnecessary to include here.
    Current paragraph (b) (Limitation of Liability) provides that to
the fullest extent of the DGCL, no Director shall be liable to the
Exchange or its stockholders for monetary damages for breach of
fiduciary as a Director, except where such liability arises as a result
of a violation of the federal securities laws.
    The Exchange proposes to amend current paragraph (b) to conform to
Article EIGHTH of the NYSE National Certificate.
Article Eleventh
    Current Article ELEVENTH permits the Exchange to effect amendments
to the Exchange Certificate and requires any proposed change to the
Exchange Certificate be approved by the Board and by a majority of the
stockholders of the Exchange present in person or by proxy at the
meeting of the stockholders at which the amendment is submitted.
    To better align current Article ELEVENTH with Article ELEVENTH of
the NYSE National Certificate, the Exchange proposes to amend Article
ELEVENTH to (1) modify the stockholder approval requirement to require
a proposed amendment to the Exchange Certificate be approved by a
majority of the stockholders of the Exchange, as opposed to the
majority of the stockholders present in person or by proxy at the
meeting of stockholders at which the amendment is submitted; and (2)
clarify that any changes to the Exchange Certificate must be approved
by, or filed with, the Commission, in compliance with Section 19 of the
Exchange Act, and must be approved by the Board, before such changes
become effective. The first proposed change is consistent with Section
242(b) of the DGCL, which provides, among other things, that amendments
to the certificate of incorporation that require shareholder approval
be approved by ``a majority of the outstanding stock entitled to vote
thereon, and a majority of the outstanding stock of each class entitled
to vote thereon as a class,'' \18\ as opposed to a majority present at
a meeting. The proposed change is also consistent with Article ELEVENTH
of the NYSE National Certificate, which

requires that any amendment to the NYSE National Certificate be
effected in a manner prescribed at the time by statute (e.g., Section
242(b) of the DGCL).
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    \18\ Del. Code tit. 8, Sec.  242(b).
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b. Exchange Bylaws
Article 1 (Officers; Registered Agent)
    Proposed Section 1. Current Section 1 (Registered Office) provides
that the registered office of the Exchange in the State of Delaware
shall be at such location within the State of Delaware as shall from
time to time be determined by the Board.
    In an administrative change, the Exchange proposes to amend Section
1 to be similar to Article II, Section 2.1 of the NYSE National Bylaws.
Specifically, proposed Section 1 adopts additional language that
provides that the registered agent of the Exchange in the State of
Delaware shall be such person or entity as shall from time to time be
determined by the Board. The Exchange would make conforming edits to
the title of Section 1.
Article II (Directors)
    Proposed Section 1. Current Section 1 (Powers) provides that the
business and affairs of the Exchange shall be managed by the Board,
except as otherwise delegated to committee(s) of the Board pursuant to
the Exchange Bylaws or Rules. It does not address the Board's powers in
relation to the Exchange Act or 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 (each, a ``Participant'').
    The Exchange proposes to amend Section 1 to be substantially
similar to Article III, Section 3.1 of the NYSE National Bylaws, adding
the definitions of ``rules,'' ``Exchange Act,'' and ``Participant,''
which are not previously defined.\19\ The revised provision would
provide as follows:
---------------------------------------------------------------------------

    \19\ Exchange ``Participants'' are the equivalent of NYSE
National ``ETP Holders.'' See Arca Bylaws, Section 3.01(b).

    The business and affairs of the Exchange shall be managed by its
Board of Directors. The Board of Directors, acting in accordance
with the terms of these bylaws and the rules of the Exchange
(``rules''), shall be vested with all powers necessary for the
governing of the Exchange as an ``exchange'' within the meaning of
the Securities Exchange Act of 1934, as amended (the ``Exchange
Act''), the regulation of the business conduct of any individual,
corporation, partnership or other entity that holds a permit issued
by the Exchange to trade securities on the market operated by the
Exchange (each, a ``Participant''), and the promotion of the
---------------------------------------------------------------------------
welfare, objects and purposes of the Exchange.

    Proposed Section 2. Current Section 2 (Number, Term of Office and
Qualifications) addresses the general composition of the Board and the
terms of Directors, which were adopted at the time the Exchange was
acquired by ICE and are substantially similar to the requirements under
the NYSE National Bylaws and NYSE Arca Bylaws.\20\ None of the proposed
changes to Section 2 are substantive.
---------------------------------------------------------------------------

    \20\ See NYSE National Bylaws, Article III, Section 3.2 and 3.3;
and NYSE Arca Bylaws, Article III, Section 3.02. See also 83 FR
34182, 34189, supra note 5.
---------------------------------------------------------------------------

    Proposed Section 2 maintains the substance of current Section 2.
However, to further align terminology used within the Exchange
Certificate with the other NYSE Group Exchanges,\21\ the Exchange
proposes to amend Section 2 to replace references to (1) ``STP
Participant'' with ``Non-Affiliated'' under paragraph (a),\22\ such
that ``STP Participant Directors'' are thereafter referred to as ``Non-
Affiliated Directors,'' and (2) ``shareholder'' with ``stockholders''
under paragraph (f). The Exchange also proposes to (1) replace a
reference to the ``Securities Exchange Act of 1934, as amended
(`Exchange Act')'' with ``Exchange Act'' under paragraph (a), as the
shorthand term is already defined under proposed Article II, Section 1;
(2) replace references to ``Bylaws'' with ``bylaws'' under paragraphs
(b), (c) and (f), and (3) replace a reference to ``Exchange'' with
``Corporation'' under paragraph (f), as the shorthand term is already
defined under Article 1, Section 1.\23\
---------------------------------------------------------------------------

    \21\ See Article II, Section 2.03(a) of the Eleventh Amended and
Restated Operating Agreement of NYSE (``NYSE Operating Agreement'');
Article II, Section 2.03(a) of the Eleventh Amended and Restated
Operating Agreement of NYSE American (``NYSE American Operating
Agreement''); NYSE Arca Bylaws, Article III, Section 3.02; and NYSE
National Bylaws, Article III, Section 3.2.
    \22\ The Exchange proposes to replace all subsequent references
to ``STP Participant'' with ``Non-Affiliated'' under proposed
Article II, Sections 3 and 5.
    \23\ The Exchange proposes to replace all subsequent references
to ``Exchange'' with ``Corporation'' under proposed Article II,
Section 6; Article VII, Section 3; and Article X, Sections 1 and 2.
---------------------------------------------------------------------------

    The Exchange further proposes to amend the title of proposed
Section 2 to ``General Composition and Term of Office,'' so as to be
consistent with the titles of Section 3.2 (General Composition) and 3.3
(Terms of Office) of the NYSE National Bylaws.
    Proposed Section 3. Current Section 3 (Nomination and Election)
provides the nomination and election process for STP Participant
Directors (renamed ``Non-Affiliated Directors'' \24\). None of the
changes to Section 3 are substantive.
---------------------------------------------------------------------------

    \24\ See supra note 22.
---------------------------------------------------------------------------

    The Exchange proposes to maintain the current nomination and
election process and to amend paragraph (a) to clarify that the
Nominating Committee shall nominate Non-Affiliated Directors only. Such
change would be consistent with Article FIFTH(a) of the proposed
Exchange Certificate, which provides, in part, that, except as
otherwise provided in the Exchange Bylaws (i.e., proposed Section 3) or
the Rules, the stockholders shall nominate Directors for election at
the annual meeting of the stockholders.\25\ The Exchange also proposes
to move the second and third sentences of current paragraph (a) to
proposed Article IV, Section 7, which provides the composition
requirements for the Nominating Committee and defines ``Permit Holder
representative,'' as described below.
---------------------------------------------------------------------------

    \25\ See also NYSE National Bylaws, Article III, Section 3.4 and
NYSE Arca Bylaws, Article III, Section 3.02.
---------------------------------------------------------------------------

    In addition, the Exchange proposes to amend paragraph (b) to delete
the second sentence defining ``Participant,'' as it is already defined
under proposed Article 1, Section 1, and to delete paragraph (d), which
provides that the Board shall appoint the Nominating Committee, as
duplicative of proposed Article IV, Section 2, which provides that the
Board will appoint all committees of the Board, as described below.
    Proposed Section 4. Current Section 4 (Chairman) includes various
requirements and responsibilities of the chairman of the Board
(``Chairman'').
    The Exchange proposes to amend Section 4 to be consistent with the
first sentence of Article III, Section 3.5 of the NYSE National
Bylaws.\26\ First, it would specify that the chairman must be elected
by majority vote. Second, the references to the Chief Executive Officer
(``CEO'') of the Exchange would be deleted, in accordance with the
changes made to the composition of the Board at the time the Exchange
was acquired,\27\ which no longer require that the CEO serve on the
Board. The proposed change would be consistent with the governing
documents of the other NYSE Group Exchanges, none of which place
limitations on which director may be elected as chairman.\28\
---------------------------------------------------------------------------

    \26\ See also Arca Bylaws Article 3.02(d).
    \27\ See 83 FR 34182, 34187, supra note 5.
    \28\ See NYSE National Bylaws, Article III, Section 3.5; and
NYSE Arca Bylaws, Article III, Section 3.02(d). The NYSE Operating
Agreement and NYSE American Operating Agreement do not address how
their respective chairman will be elected, or who may serve.

---------------------------------------------------------------------------

    The proposed changes to current Section 4(b) would conform it to
the last two sentences of Article III, Section 3.5 of the NYSE National
Bylaws. The proposed changes would eliminate language related to the
appointment of members to Board committees, which is no longer required
here, as it would be addressed in proposed Article IV, as described
---------------------------------------------------------------------------
below. Therefore, proposed Section 4 provides as follows:

    The Board of Directors, acting through a vote of a majority of
its directors, shall elect the Chairman of the Board from among the
directors of the Corporation. Unless another director is appointed
by the Board for such purpose in the Chairman's absence, the
Chairman shall preside at all meetings of the stockholders and the
Board. The Chairman shall also have such other duties, authority and
obligations as may be given to him or her by these bylaws or by the
Board of Directors.

    Deleting Current Section 5. Current Section 5 (Vice Chairman)
provides the requirements and responsibilities of the vice chairman of
the Board (``Vice Chairman'').
    The Exchange proposes to delete current Section 5 in its
entirety.\29\ The Exchange notes that none of the governing documents
of the other NYSE Group Exchanges require the designation of a Vice
Chairman.
---------------------------------------------------------------------------

    \29\ Section numbers of the subsequent sections in Article III
would be revised accordingly. The Exchange proposes to delete all
subsequent references to ``Vice Chairman'' under proposed Article
II, Sections 4, 5 and 10.
---------------------------------------------------------------------------

    Proposed Section 5. Current Section 6 (Vacancies) provides the
requirements and procedures for filling vacancies on the Board.
    In an administrative change, the proposed edits would eliminate the
current requirement that the Chairman and Vice Chairman provide the
Board with the names to fill vacancies on the Board no later than five
business days before the relevant vote. Such proposed change would be
consistent with the governing documents of the other NYSE Group
Exchanges, none of which require such notice.\30\
---------------------------------------------------------------------------

    \30\ See NYSE National Bylaws, Article III, Section 3.6; NYSE
Arca Bylaws, Article III, Section 3.03; NYSE Operating Agreement,
Article II, Section 2.03(l); and NYSE American Operating Agreement,
Article II, Section 2.03(l).
---------------------------------------------------------------------------

    Proposed Section 6. Current Section 7 (Participation in Meeting,
Action or Proceeding) prohibits a Director from being disqualified from
participating in any meetings by reason of having made a prior inquiry,
examination or investigation of the subject under consideration and
prohibits a Director from participating in the determination of any
matter in which such Director is personally interested.
    The Exchange proposes to eliminate the provision prohibiting the
disqualification of a Director by reason of the Director having made
prior inquiry, examination or investigation of the subject matter under
consideration, as none of the governing documents of the other NYSE
Group Exchanges have a similar provision. However, the Exchange
proposes to maintain the prohibition of a Director from participating
in the determination of any matter in which such Director is personally
interested.
    Proposed Section 7. Current Section 8 (Place of Meetings; Mode)
provides requirements related to the place and mode of Board meetings.
    The Exchange proposes to conform current Section 8 to Article III,
Section 3.8 of the NYSE National Bylaws by eliminating reference to the
Executive Committee, as it is redundant of the preceding language
stating that members of the Board or any Board committee (which would
include the Executive Committee) may attend a Board meeting.
    Proposed Section 8. Current Section 9 (Regular Meetings) specifies
that regular meetings may be held, with or without notice, at such time
or place as the Board or Executive Committee specifies in a resolution.
    The Exchange proposes that only the Board, not the Executive
Committee, determine the time or place of its regular meetings. The
change would be consistent with the governing documents of the other
NYSE Group Exchanges, which do not provide that a committee may call a
meeting of their respective board of directors.\31\ In addition, the
Exchange proposes an administrative change to eliminate the requirement
for a Board resolution. The Exchange notes that the change would be
consistent with the.governing documents of NYSE Arca, NYSE and NYSE
American, which do not require a board resolution for meetings to be
called.\32\ The Exchange does not propose to amend the Exchange Bylaws'
current provision stating that regular meetings of the Exchange Board
may be held with or without notice.\33\
---------------------------------------------------------------------------

    \31\ See NYSE Arca Bylaws Article III, Section 3.05; NYSE
National Bylaws Article III, Section 3.9; NYSE Operating Agreement,
Article II, Section 2.03(c); and NYSE American Operating Agreement,
Article II, Section 2.03(c).
    \32\ See NYSE Arca Bylaws, Article III, Section 3.05; NYSE
Operating Agreement, Article II, Section 2.03(c); and NYSE American
Operating Agreement, Article II, Section 2.03(c).
    \33\ Similarly, NYSE National Bylaws Article III, Section 3.9
does not require notice for regular meetings. The Exchange expects
NYSE National to propose that such provision be amended to remove
the requirement for a resolution.
---------------------------------------------------------------------------

    Proposed Section 9. Current Section 10 (Special Meetings),
paragraph (a) permits special meetings of the Board to be called on two
days' notice to each Director by the Chairman, the Vice Chairman or the
CEO and shall be called by the Secretary upon the written request of
any five Directors and paragraph (b) requires the person calling a
special meeting to fix the time and place at which the meeting will be
held, as well as additional requirements related to effecting adequate
notice.
    The Exchange proposes to amend paragraph (a) to reduce the minimum
notice requirement from two days to one day and reduce the number of
Directors' written requests required from five Directors to three
Directors then in office. As such, proposed Section 9 is largely
similar to Article III, Section 3.10(a) of the NYSE National Bylaws,
except for minimum notice requirement of one day. The Exchange submits
that reducing the minimum notice requirement to one day is reasonable
as it facilitates the Board meeting quickly and notes that one day of
notice would be consistent with the bylaws of other national securities
exchanges.\34\
---------------------------------------------------------------------------

    \34\ See NYSE Operating Agreement, Article II, Section 2.03(c)
(requiring 12 or 24 hours of notice, with the exception of mailed
notice); NYSE American Operating Agreement, Article II, Section
2.03(c) (requiring 12 or 24 hours of notice, with the exception of
mailed notice); Cboe BZX Bylaws, Section 3.11(requiring 24 hours of
notice); Tenth Amended and Restated Bylaws of Cboe Exchange, Inc.
(``Cboe Exchange Bylaws''), Section 3.11 (requiring 24 hours of
notice); and Bylaws of Nasdaq, Inc., Article IV, Section 4.12
(requiring that notice be sent no later than ``the day before the
day'' of the meeting, with the exception of mailed notice).
---------------------------------------------------------------------------

    The Exchange also proposes to amend paragraph (b) by eliminating
the requirement that the person calling the special meeting fix the
time and place of the meeting, as proposed Article II, Section 7
already addresses the place and mode of Board meetings. Otherwise, the
current requirements related to adequate notice are retained under
proposed paragraph (b).
    The changes to current Section 10 are administrative in nature.
    Proposed Section 10. Current Section 11 (Quorum and Action by the
Board) provides certain requirements related to quorum and action by
the Board. Notably, current Section 11 (1) defines a ``quorum'' to be
one-half of the number of directors then in office (including not less
than 50 percent of the Public Directors \35\); (2) states that the act
of a majority of the Directors

present at any meeting at which there is a quorum shall be the act of
the Board of Directors except as may be otherwise specifically provided
by statute, the Exchange Certificate, Exchange Bylaws or Rules; (3)
provides that if at least 50 percent of the Public Directors are (a)
present at or (b) have waived their attendance for a meeting after
receiving an agenda prior to such meeting, the requirement that not
less than 50 percent of the Public Directors be present to constitute
the quorum shall be deemed satisfied; and (4) provides that if a quorum
shall not be present at any meeting of the Board, a majority of the
Directors present at the meeting may adjourn the meeting, without
notice other than announcement at the meeting, until a quorum shall be
present.
---------------------------------------------------------------------------

    \35\ Article II, Section 2 of the proposed Exchange Bylaws
defines ``Public Directors'' as Directors who are persons from the
public that are not affiliated with a broker-dealer in securities or
employed by, or involved in any material business relationship with,
the Exchange or its affiliates.
---------------------------------------------------------------------------

    To better align proposed Section 10 with Article III, Section 3.11
of the NYSE National Bylaws, the Exchange proposes to
    1. add an introductory sentence that provides that each Director
shall be entitled to one vote;
    2. amend the definition of ``quorum'' by
    [cir] stating that the presence of a majority of the number of
Directors then in office is required, rather than one half; and
    [cir] (b) deleting the requirement that a quorum include no less
than 50% of the Public Directors; and
    3. amend the title to ``Voting; Quorum and Action by the Board.''
    The proposed quorum provision would be consistent with the quorum
provisions of the other NYSE Group Exchanges, which all provide that
the presence of a majority of the directors constitutes a quorum, and
do not impose requirements regarding the number of public
directors.\36\ In addition, the Exchange proposes to add language
clarifying that the proposed quorum requirement would apply ``[e]xcept
as otherwise required by law.'' \37\ Correspondingly, the Exchange
proposes to replace a reference to ``statute'' with the broader term
``law,'' as the later contemplates non-statutory law, such as common
law.
---------------------------------------------------------------------------

    \36\ See NYSE Arca Bylaws Article III, Section 3.07; NYSE
National Bylaws Article III, Section 3.11; NYSE Operating Agreement,
Article II, Section 2.03(d); and NYSE American Operating Agreement,
Article II, Section 2.03(d). The NYSE Arca provision requires that
the majority be of the number of directors, while the other
provisions cited require the majority be of the number of directors
then in office.
    \37\ See DCGL Section 141(b).
---------------------------------------------------------------------------

    Therefore, proposed Section 10 provides as follows:

    Each director shall be entitled to one vote. Except as otherwise
required by law, at all meetings of the Board of Directors, the
presence of a majority of the number of directors then in office
shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at any meeting at which there
is a quorum shall be the act of the Board of Directors except as may
be otherwise specifically provided by law, the certificate of
incorporation, the bylaws or the rules. If a quorum shall not be
present at any meeting of the Board of Directors, a majority of the
directors present at the meeting may adjourn the meeting, without
notice other than announcement at the meeting, until a quorum shall
be present.

    Proposed Section 13. Current Section 14 (Informal Action) permits
the Board to take action without a meeting by written consent of all of
the Directors and requires such written action be filed with the
minutes of proceedings of the Board.
    In an administrative change, the Exchange proposes to amend the
provision to be substantially similar to Article III, Section 3.14 of
the NYSE National Bylaws. Specifically, the title would be revised to
state, ``Action in Lieu of Meeting'' \38\ and the revised text would
permit the Board and any committee of the Board to take action by
written consent. Notably, as in the NYSE National provision, the
proposed provision would include additional language clarifying that
action by written consent may be taken by any committee of the Board
and that such consent may be delivered in writing or by electronic
transmission.\39\
---------------------------------------------------------------------------

    \38\ See also NYSE Arca Bylaws Article III, Section 3.09; NYSE
Operating Agreement, Article II, Section 2.03(g); and NYSE American
Operating Agreement, Article II, Section 2.03(g).
    \39\ See also NYSE Arca Bylaws Article III, Section 3.09.
---------------------------------------------------------------------------

    Proposed Section 14. Current Section 15 (Compensation) provides
that the directors may be paid their reasonable expenses, if any, of
attendance at each meeting of the Board or a committee of the Board and
that the Directors, irrespective of any personal interest of any of its
members, shall have authority to fix the compensation of all directors
for services to the Exchange.
    The Exchange proposes to maintain the first sentence permitting
Directors to be paid for their reasonable expenses. However, the
Exchange proposes to move the provision related to the Board fixing
Director compensation to Article FIFTH(c) of the proposed Exchange
Certificate, as amended to be similar to the last sentence of Article
III, Section 3.15 of the NYSE National Bylaws.
    The changes to current Section 15 are administrative in nature.
    Current Section 17. Current Section 17 (Interpretation of Bylaws
and Rules) provides that the Board shall have the power to interpret
the Exchange Bylaws and the Rules and any interpretation made by it
shall be final and conclusive. The Exchange proposes to delete current
Section 17 in its entirety as none of the other NYSE Group Exchanges
have similar provisions in their respective governing documents.
Article III (Stockholders)
    Article III contains provisions relating to the stockholders of the
Exchange. With the exception of current Sections 5 and 14, the Exchange
proposes to conform the provisions in Article III to Article IV of the
NYSE National Bylaws, so as streamline provisions across the two NYSE
Group Exchanges that have stockholders, for the sake of efficiency.\40\
The proposed changes are administrative in nature, relating primarily
to the administrative processes relating to the stockholder, and will
have no material substantive effect on the current operations or
governance of the Exchange.
---------------------------------------------------------------------------

    \40\ NYSE Arca is a non-stock corporation, and so has a member
instead of stockholders. See NYSE Arca Bylaws, Article II, Section
2.01. Holdings is the sole stockholder of the Exchange.
---------------------------------------------------------------------------

    Proposed Section 1. Current Section 1 (Annual Meetings) provides
that the annual meeting shall be held on a business day in April each
year, or on such other dates determined by the Board, for the purpose
of electing Directors and the transaction of other business. The
Exchange proposes to amend Section 1 to be substantially similar to
Article IV, Section 4.1 of the NYSE National Bylaws. Notably, proposed
Section 1 eliminates the requirement that the annual meeting be held in
April. Proposed Section 1 also includes additional language that
provides specific requirements for written notice to shareholders.\41\
Unlike Article IV, Section 4.1 of the NYSE National Bylaws, proposed
Section 1 includes an additional clarifying clause providing that the
aforementioned written notice requirement shall apply ``[e]xcept as
otherwise required by law.''
---------------------------------------------------------------------------

    \41\ See Del. Code tit. 8, Sec.  222.
---------------------------------------------------------------------------

    Proposed Section 2. Current Section 2 (Special Meetings) provides
that the special meetings of the stockholders may be called by the
Board or the CEO. The Exchange proposes to amend Section 2 to be
similar to Article IV, Section 4.2 of the NYSE National Bylaws, except
that proposed Section 2 includes additional language that provides that
the written notice requirements shall apply ``[e]xcept as otherwise
required by law.'' Notably, proposed Section 2 permits the Chairman,
Board, CEO and the stockholders to call a special meeting;

includes written shareholder notice requirements consistent with
Section 222 of the DGCL; \42\ and limits the business transacted at
special meetings to the purpose(s) stated in the written notice.
---------------------------------------------------------------------------

    \42\ See Del. Code tit. 8, Sec.  222.
---------------------------------------------------------------------------

    Deleting Current Sections 3 and 4. Current Section 3 (Place of
Meetings) provides requirements for the place of stockholder meetings
and current Section 4 (Notice of Meetings) provides notice requirements
for stockholder meetings. Given that proposed Sections 1 and 2 provide
time, place and notice requirements for stockholder meetings, as
described above, current Sections 3 and 4 are obviated and the Exchange
therefore proposes to delete these provisions entirely.\43\
---------------------------------------------------------------------------

    \43\ Section numbers of the subsequent sections in Article IV
would be revised accordingly.
---------------------------------------------------------------------------

    Deleting Current Sections 6 and 7. Current Section 6 (Meeting of
All Stockholders) permits notice of stockholder meetings to be waived
if all stockholders agree in writing and current Section 7 (Record
Dates) provides procedures related to record dates.
    The Exchange notes that current Section 6 is redundant of proposed
Section 4, which addresses waiver of notice, and the provisions under
current Section 7 are redundant of Section 213 (Fixing date for
determination of stockholders of record) of the DGCL. As such, the
Exchange proposes to delete Sections 6 and 7 entirely.
    Proposed Section 4. Current Section 8 (List of Stockholders)
requires the Exchange officer who has charge of the stock ledger of the
Exchange to prepare, at least 10 days before each meeting of
stockholders a complete list of stockholders entitled to vote at the
meeting.
    In an administrative change, the Exchange proposes to amend the
provision such that, as permitted by Section 219(a) of the DGCL, the
``Corporation,'' and not an officer of the Exchange specifically, is
required to prepare the list of stockholders entitled to vote.\44\ The
Exchange proposes to make other non-substantive amendments so that
proposed Section 4 is similar to Article IV, Section 4.3 of the NYSE
National Bylaws.
---------------------------------------------------------------------------

    \44\ Del. Code tit. 8, Sec.  219(a).
---------------------------------------------------------------------------

    Proposed Section 5. Current Section 9 (Quorum and Vote Required for
Action) sets forth the quorum and voting requirements.
    The Exchange proposes to amend the provision to be substantially
similar to Article IV, Section 4.4 of the NYSE National Bylaws.
Notably, proposed Section 9 eliminates the plurality vote requirement
for Directors and establishes a majority vote requirement for all
business brought before the stockholders, except as otherwise required
by law or the Exchange Certificate.
    Proposed Section 6. Current Section 10 (Proxies) provides that each
stockholder entitled to vote at a meeting of the stockholders may
authorize another person or persons to act for the stockholder by proxy
and provides other requirements related to the proxies generally.
    The Exchange proposes to amend the provision to be substantially
similar to Article IV, Section 4.5 of the NYSE National Bylaws and to
amend the title to state, ``Voting of Shares; Proxies.'' Notably,
proposed Section 6 is largely similar to current Section 10, except
that proposed Section 6 additionally provides that each stockholder of
the Exchange at each meeting of the stockholders is entitled to one
vote in person or by proxy for each share of capital stock having
voting power held by such stockholder.
    Deleting Current Sections 11-13. Current Section 11 (Voting Shares)
provides that each share having voting power is entitled to one vote,
current Section 12 provides that business at a meeting of the
stockholders may be decided by voice vote unless the presiding officer
orders voting by ballot and current Section 13 permits the presiding
officer at a meeting of the stockholders to appoint one or more
inspectors to take certain actions at the meeting.
    The Exchange proposes to delete current Section 11 as redundant of
proposed Section 6. The Exchange also proposes to delete current
Sections 12 and 13 as they are not necessary as an administrative
matter. There are no similar provisions under the NYSE National Bylaws.
    Proposed Section 7. Current Section 14 (Informal Action) permits
stockholder action to be taken by written consent and provides certain
requirements related to such written consent.
    The Exchange proposes to amend the provisions to permit stockholder
action to be taken by written consent and to the extent provided by the
DGCL, but only if the matter to be voted upon were approved by the
Board and the Board had directed that the matter be brought before the
stockholders. The Exchange also proposes to amend the title to read
``Action in Lieu of Meeting.''
Article IV (Committees)
    Current Article IV provides requirements related to committees of
the Board. The Exchange proposes to amend Article IV to eliminate the
requirement that the Exchange maintain Audit, Compensation and Finance
Committees, as matters that would normally be considered by those
committees will be addressed by the Board or upstream by the audit and
compensation committees of ICE. Therefore, proposed Article IV is
similar to Article V of the NYSE National Bylaws, streamlining
provisions across NYSE Group Exchanges, except that the Exchange will
maintain an Executive Committee and Judiciary Committee, as Article 12
of the Rules (Disciplinary Matters and Trial Proceedings) require that
such committees exist, as described below.
    In addition, the Exchange proposes to incorporate provisions
regarding each Board committee (the Regulatory Oversight Committee
(``ROC''), Nominating Committee, and Executive Committee) into the
Bylaws, ensuring that such committees are established in the governing
documents of the Exchange.
    Proposed Section 1. Current Section 1 (Number of Committees)
provides that the committees of the Exchange shall consist of an
Executive Committee, a Nominating Committee, an Audit Committee, a
Compensation Committee, a Regulatory Oversight Committee (``ROC''), a
Finance Committee, a Judiciary Committee and such other committees as
may be provided in the bylaws or rules or as may be from time to time
established by the Board of Directors.
    Proposed Section 1 maintains the requirements of current Section 1,
except that it omits references to the Audit, Compensation and Finance
Committees, for the reasons noted above.
    Proposed Section 2. Current Section 2 (Appointment of Committees)
provides the requirements for the appointment of the committees.
    The Exchange proposes to amend Section 2 to be similar to Article
V, Section 5.2 of the NYSE National Bylaws and to amend the title to
state, ``Appointment; Vacancies; and Removal.'' Specifically, proposed
paragraph (a) is substantially similar to Article V, Section 5.2 of the
NYSE National Bylaws and provides that the Board shall appoint,
consistent with the Exchange Bylaws, the members of all committees of
the Board, and the Board may, at any time, with or without cause,
remove any member of a committee so

appointed, unless otherwise provided therein.
    Proposed paragraph (b) provides that any vacancy occurring in a
committee shall be filled by the Board, consistent with the DGCL.\45\
---------------------------------------------------------------------------

    \45\ See Del. Code tit. 8, Sec.  141(c)(1). The Exchange expects
that NYSE National will propose to amend Section 5.2(b) of the NYSE
National Bylaws to comport to Article IV, Section 2(b) of the
proposed Exchange Bylaws.
---------------------------------------------------------------------------

    Proposed Sections 3, 4 and 5. Current Section 3 (Powers and Duties
of Committees) provides that all committees shall have such duties and
may exercise such authority as may be prescribed for them in the
Exchange Bylaws or in the Rules or by the Board. Current Section 4
(Conduct of Proceedings) provides requirements related to committee
proceedings. The Exchange proposes to move current Section 3 to
proposed Section 4 and current Section 4 to proposed Section 5.
    The Exchange also proposes to adopt proposed Section 3 (General
Provisions), which is substantially similar to Article V, Section 5.3
of the NYSE National Bylaws and provides general provisions related to
the composition and voting requirements of the committees. Therefore,
proposed Section 3 provides as follows: \46\
---------------------------------------------------------------------------

    \46\ See supra note 15.

    (a) Except as otherwise provided in this Article IV, each
committee shall be comprised of at least three people and may
include persons who are not members of the Board; provided, however,
that such committee members who are not also members of the Board
shall only participate in committee actions to the extent permitted
by law. In appointing new members to committees of the Board, the
Board is responsible for determining that any such committee meets
the composition requirements set forth in this Article IV.
    (b) The presence of a majority of the members of a committee
shall be necessary to constitute a quorum for the transaction of
business at a meeting of a committee.
    (c) The act of a majority of the members present at any meeting
at which there is a quorum shall be the act of such committee,
except as may be otherwise specifically required by these bylaws of
the Corporation, the rules, or applicable law.
    (d) Unless otherwise restricted by these bylaws, the rules,
applicable law, or rules of the particular committee, members of a
committee or of any subcommittee thereof may participate in meetings
by means of conference call or similar communications equipped by
means of which all persons participating in the meeting can hear
each other, and such participation shall constitute presence in
person at the meeting.
    (e) No member of a committee shall participate in the
adjudication of any matter in which he or she is personally
interested, although his or her presence at a meeting at which such
matter is considered shall count toward the quorum requirements for
the meeting.

    Proposed Section 6. Article 2, Rule 4 (Regulatory Oversight
Committee) of the current Rules provides requirements related to size,
composition and purpose of the ROC. It states that the ROC ``shall
assist the Board in monitoring the design, implementation and
effectiveness of the Exchange's programs to promote and enforce
compliance with the federal securities laws, SEC rules and CHX rules.''
\47\ It provides that the ROC's powers and responsibilities shall be
set out in a charter approved by the Board.
---------------------------------------------------------------------------

    \47\ Article 2, Rule 4 of the Rules.
---------------------------------------------------------------------------

    The Exchange proposes to delete current Article 2, Rule 4 and add a
new Article IV, Section 6 to the proposed Exchange Bylaws. Proposed
Section 6 establishes the powers and responsibilities of the ROC,
rather than referring to a charter, as in current Article 2, Rule 4.
The proposed provision is substantially the same as the related
provisions in the governing documents of the other NYSE Group
Exchanges,\48\ except that the Exchange proposes to add additional
language clarifying that the majority affirmative vote requirement is
based on the ``directors then in office,'' as opposed to total number
of Director slots on the Board. Therefore, proposed Section 6 provides
as follows: \49\
---------------------------------------------------------------------------

    \48\ See NYSE National Bylaws, Article III, Section 5.6; NYSE
Arca Rule 3.3; NYSE Operating Agreement, Article II, Section
2.03(h)(ii); and NYSE American Operating Agreement, Article II,
Section 2.03(h)(ii).
    \49\ See supra note 15.

    (a) The Board shall, on an annual basis, appoint the Regulatory
Oversight Committee (``ROC'').
    (b) The ROC shall consist of at least three members, each of
whom shall be a Public Director of the Corporation. The Board, on
affirmative vote of a majority of directors then in office, may, at
any time remove a member of the ROC for cause. A failure of the
member to qualify as a Public Director shall constitute a basis to
remove a member of the ROC for cause. If the term of office of a ROC
committee member terminates under this Section, and the remaining
term of office of such committee member at the time of termination
is not more than three months, during the period of vacancy the
relevant committee shall not be deemed to be in violation of the
compositional requirements of such ROC by virtue of such vacancy.
    (c) The ROC shall oversee the Corporation's regulatory and self-
regulatory organization responsibilities and evaluate the adequacy
and effectiveness of the Corporation's regulatory and self-
regulatory organization responsibilities; assess the Corporation's
regulatory performance; and advise and make recommendations to the
Board or other committees of the Board about the Corporation's
regulatory compliance, effectiveness and plans. In furtherance of
its functions, the ROC shall (i) review the regulatory budget of the
Corporation and specifically inquire into the adequacy of resources
available in the budget for regulatory activities; (ii) meet
regularly with the Chief Regulatory Officer in executive session;
(iii) in consultation with the Chief Executive Officer of the
Corporation, establish the goals, assess the performance, and
recommend the compensation of the Chief Regulatory Officer; and (iv)
keep the Board informed with respect to the foregoing.

    Proposed Section 7. Article 2, Rule 11 (Nominating and Governance
Committee) of the current Rules provides that there shall be a
Nominating Committee which shall have the composition and
responsibilities set out in the Exchange's Bylaws.
    The Exchange proposes to delete current Article 2, Rule 11, and add
a new Article IV, Section 7 of the proposed Exchange Bylaws. The title
of new Section 7 would be ``Nominating Committee,'' and the provision
would be substantially similar to Article V, Section 5.7 of the NYSE
National Bylaws, except that proposed Section 7 also provides a
definition for ``Permit Holder representative.'' Therefore, proposed
Section 7 provides that:

    The Nominating Committee shall consist solely of Non-Affiliated
Directors, as defined above, and/or Permit Holder representatives,
and shall be responsible for approving and submitting names of
candidates for election to the position of Non-Affiliated Director
pursuant to, and in accordance with, Article II, Section 3 and that
``Permit Holder representative'' shall mean an officer, director,
employee or agent of a Permit Holder.

    Proposed Section 8. Article 2, Rule 2 (Executive Committee) of the
current Rules provides requirements related to size, composition and
purpose of the Executive Committee.
    The Exchange proposes to delete current Article 2, Rule 2 and add a
new Article IV, Section 8 of the proposed Exchange Bylaws. The proposed
provision provides that the Executive Committee shall consist of
Directors, including the Chairman, a majority of the committee members
(including the Chairman if the Chairman is a Public Director) shall be
Public Directors, the Chairman shall be the Chairman of the Executive
Committee and the Executive Committee shall have such powers as may be
set forth in the Rules or delegated to it by the Board.
    Notably, in an administrative change, proposed Section 8 does not
include the provision of the current Article 2, Rule 2 that gives the
Executive Committee authority to act for the Board in between

Board meetings, with some limitations.\50\ The elimination of such
provision would be consistent with the governing documents of the other
NYSE Group Exchanges, which, like the proposed provision, allow the
relevant board of directors to delegate authority, but do not provide
specific committees with the authority to act for the board between
meetings.\51\
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    \50\ Article 2, Rule 2 of the CHX Rules provides that ``between
meetings of the Board of Directors, [the Executive Committee] shall
have, and may exercise, all the rights, powers, authority, duties
and obligations of the Board of Directors not otherwise delegated to
another committee or an officer or officers of the Exchange by the
bylaws, rules or by the Board of Directors, except the authority to
propose amendments to the certificate of incorporation, to adopt an
agreement of merger or consolidation, to recommend to stockholders
the sale, lease or exchange of all or substantially all of the
property and assets of the Exchange or to recommend to the
stockholders a dissolution of the Exchange or the revocation of a
dissolution.''
    \51\ See NYSE Arca Bylaws Article IV, Section 4.01(a); NYSE
National Bylaws Article V, Section 5.1; NYSE Operating Agreement,
Article II, Section 2.03(h); and NYSE American Operating Agreement,
Article II, Section 2.03(h).
---------------------------------------------------------------------------

    With respect to proposed Article IV, the Exchange proposes to make
conforming amendments to Article 2 of the current Rules, as described
below.
Article V (Officers)
    Current Article V (Officers) includes provisions related to
officers of the Exchange. Generally, the Exchange proposes to amend
Article V to be similar to Article VI of the NYSE National Bylaws, as
described below. The changes to current Article V are administrative in
nature.
    Proposed Section 1. Current Section 1 provides that officers of the
Exchange shall include the CEO, one or more Vice Presidents, Chief
Regulatory Officer, a Secretary, a Treasurer and such other officers as
the Board or CEO may determine, and permits the Board or CEO to appoint
officers, except that the CEO may only be appointed by the Board.
    The Exchange proposes to amend Section 1 to be substantially
similar to Article VI, Section 6.1 of the NYSE National Bylaws.\52\
Therefore, proposed Section 1 provides that the Board shall elect
officers of the Exchange as it deems appropriate, which may include a
CEO, President, Chief Regulatory Officer, Secretary, Treasurer, and
such other officers as the Board may determine and any two or more
offices may be held by the same person, except that the Chief
Regulatory Officer and the Secretary may not hold either the office of
CEO or President.
---------------------------------------------------------------------------

    \52\ See also NYSE Arca Bylaws, Article V, Section 5.01.
---------------------------------------------------------------------------

    Deleting Current Section 2. Current Section 2 (Compensation)
provides that the compensation of the CEO shall be fixed by the
Compensation Committee and that the compensation of other officers
shall be fixed by the CEO in consultation with the Compensation
Committee.
    As noted above, the Exchange is proposing to eliminate the
Compensation Committee, as matters related to compensation of officers
will be handled upstream of the Exchange. Such administrative change
would be consistent with the other NYSE Group Exchanges, which do not
provide for their respective boards of directors to determine officer
compensation.\53\ Therefore, the Exchange proposes to delete current
Section 2 in its entirety.
---------------------------------------------------------------------------

    \53\ See NYSE National Bylaws, Article IV; NYSE Arca Bylaws,
Article V; NYSE Operating Agreement, Article II, Section 2.04; and
NYSE American Operating Agreement, Article II, Section 2.04.
---------------------------------------------------------------------------

    Proposed Section 2. Current Section 3 (Term of Office; Removal;
Vacancies) provides that each officer of the Exchange shall hold office
until the officer's successor is appointed and qualified or until the
earlier of the officer's death, resignation or removal. It further
includes provisions related to the removal of officers.
    The Exchange propose to move current Section 3 to proposed Section
2, to amend the provision to be substantially similar to Article VI,
Sections 6.2 and 6.3 of the NYSE National Bylaws \54\ and to amend the
title to state, ``Tenure and Appointment; Removal and Vacancies.''
Specifically, proposed paragraph (a), which is substantially similar to
Section Article VI, 6.2 of the NYSE National Bylaws, provides that each
officer of the Exchange shall hold office until his or her successor is
appointed and qualified, or until his or her earlier death,
resignation, retirement or removal. Moreover, proposed paragraph (b),
which is substantially similar to Article VI, Section 6.3 of the NYSE
National Bylaws, provides that any officer of the Exchange may be
removed at any time by the Board, with or without cause, but such
removal shall be without prejudice to the contract rights, if any, of
the person so removed and that vacancies in any office of the Exchange
may be filled for the unexpired term by the Board.
---------------------------------------------------------------------------

    \54\ The proposed provision is consistent with the governing
documents of the other NYSE Group Exchanges. See NYSE Arca Bylaws,
Article V, Section 5.03; NYSE Operating Agreement, Article II,
Section 2.04(b); and NYSE American Operating Agreement, Article II,
Section 2.04(b).
---------------------------------------------------------------------------

    Deleting Current Section 4. Current Section 4 (Chief Executive
Officer) includes provisions related to the CEO's obligations, powers
and responsibilities. The Exchange notes that none of the other NYSE
Group Exchanges have similar provisions in their respective governing
documents or rules.\55\ The Exchange propose to delete current Section
4 in its entirety.
---------------------------------------------------------------------------

    \55\ See NYSE National Bylaws, Article IV; NYSE Arca Bylaws,
Article V; NYSE Operating Agreement, Article II, Section 2.04; and
NYSE American Operating Agreement, Article II, Section 2.04.
---------------------------------------------------------------------------

    Deleting Current Section 5. Current Section 5 (Officers Appointed
by Chief Executive Officer) includes provisions related to the
appointment of officers by the CEO. Given that the CEO will no longer
have the authority to appoint officers of the Exchange, pursuant to
proposed Section 1, the Exchange propose to delete current Section 5 in
its entirety.
    Proposed Section 3. The Exchange propose to adopt proposed Section
3 (Powers and Duties), which is similar to Article VI, Section 6.4 of
the NYSE National Bylaws and Article V, Section 5.02 of the NYSE Arca
Bylaws.\56\ Specifically, proposed Section 3 provides that each of the
offices of the Exchange shall, unless otherwise ordered by the Board,
have such powers and duties as customarily pertain to the respective
office, and such further powers and duties as from time to time may be
conferred by the Board, or by an officer delegated such authority by
the Board.
---------------------------------------------------------------------------

    \56\ The proposed provision is consistent with the governing
documents of the other NYSE Group Exchanges. See NYSE Operating
Agreement, Article II, Section 2.04(c); and NYSE American Operating
Agreement, Article II, Section 2.04(c).
---------------------------------------------------------------------------

Article VI (Indemnification)
    Current Article VI includes various provisions related to
indemnification by the Exchange.
    Given that the Exchange is now a wholly-owned indirect subsidiary
of ICE, the Exchange believes it appropriate to harmonize the
Exchange's indemnification provisions with those of ICE and the
Exchange's intermediate holding company, ICE Holdings.\57\
---------------------------------------------------------------------------

    \57\ See ICE Bylaws, Article X, Section 10.6, and ICE Holdings
Bylaws, Article X, Section 10.6.
---------------------------------------------------------------------------

    Specifically, the Exchange proposes to delete Sections 1-5 under
current Article VI in their entirety and replace it with proposed
Section 1 (Indemnification), which is substantially similar to the ICE
and ICE Holdings provisions, except that proposed Section 1 utilizes
the term ``officer'' instead of ``Senior Officers,'' so as to be
consistent with the Exchange's

terminology. Therefore, proposed Section 1 provides as follows: \58\
---------------------------------------------------------------------------

    \58\ See supra note 15.

    (a) The Exchange shall, to the fullest extent permitted by law,
as those laws may be amended and supplemented from time to time,
indemnify any director or officer made, or threatened to be made, a
party to any action, suit or proceeding, whether criminal, civil,
administrative or investigative, by reason of being a director or
officer of the Exchange or a predecessor corporation or, at the
Exchange's request, a director, officer, partner, member, employee
or agent of another corporation or other entity; provided, however,
that the Exchange shall indemnify any director or officer in
connection with a proceeding initiated by such person only if such
proceeding was authorized in advance by the Board of Directors of
the Exchange. The indemnification provided for in this Section 7.6
shall:
    (i) Not be deemed exclusive of any other rights to which those
indemnified may be entitled under any bylaw, agreement or vote of
stockholders or disinterested directors or otherwise, both as to
action in their official capacities and as to action in another
capacity while holding such office; (ii) continue as to a person who
has ceased to be a director or officer; and (iii) inure to the
benefit of the heirs, executors and administrators of an indemnified
person.
    (b) Expenses incurred by any such person in defending a civil or
criminal action, suit or proceeding by reason of the fact that he is
or was a director or officer of the Exchange (or was serving at the
Exchange's request as a director, officer, partner, member, employee
or agent of another corporation or other entity) shall be paid by
the Exchange in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf of
such director or officer to repay such amount if it shall ultimately
be determined that he or she is not entitled to be indemnified by
the Exchange as authorized by law. Notwithstanding the foregoing,
the Exchange shall not be required to advance such expenses to a
person who is a party to an action, suit or proceeding brought by
the Exchange and approved by a majority of the Board of Directors of
the Exchange that alleges willful misappropriation of corporate
assets by such person, disclosure of confidential information in
violation of such person's fiduciary or contractual obligations to
the Exchange or any other willful and deliberate breach in bad faith
of such person's duty to the Exchange or its stockholders.
    (c) The foregoing provisions of this Section 7.6 shall be deemed
to be a contract between the Exchange and each director or officer
who serves in such capacity at any time while this bylaw is in
effect, and any repeal or modification thereof shall not affect any
rights or obligations then existing with respect to any state of
facts then or theretofore existing or any action, suit or proceeding
theretofore or thereafter brought based in whole or in part upon any
such state of facts. The rights provided to any person by this bylaw
shall be enforceable against the Exchange by such person, who shall
be presumed to have relied upon it in serving or continuing to serve
as a director or officer or in such other capacity as provided
above.
    (d) The Board of Directors in its discretion shall have power on
behalf of the Exchange to indemnify any person, other than a
director or officer, made or threatened to be made a party to any
action, suit or proceeding, whether criminal, civil, administrative
or investigative, by reason of the fact that such person, or his or
her testator or intestate, is or was an officer, employee or agent
of the Exchange or, at the Exchange's request, is or was serving as
a director, officer, partner, member, employee or agent of another
corporation or other entity.
    (e) To assure indemnification under this Section 7.6 of all
directors, officers, employees and agents who are determined by the
Exchange or otherwise to be or to have been ``fiduciaries'' of any
employee benefit plan of the Exchange that may exist from time to
time, Section 145 of the Delaware General Corporation Law shall, for
the purposes of this Section 7.6, be interpreted as follows: An
``other enterprise'' shall be deemed to include such an employee
benefit plan, including without limitation, any plan of the Exchange
that is governed by the Act of Congress entitled ``Employee
Retirement Income Security Act of 1974,'' as amended from time to
time; the Exchange shall be deemed to have requested a person to
serve an employee benefit plan where the performance by such person
of his duties to the Exchange also imposes duties on, or otherwise
involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with
respect to an employee benefit plan pursuant to such Act of Congress
shall be deemed ``fines.''

    Deleting Sections 2-5. The Exchange notes that current Section 2
(Contract) is a statement of law regarding the enforceability of
contracts, and therefore is in effect regardless of whether the
provision is included in the Exchange Bylaws. Therefore, the Exchange
proposes to delete current Section 2 in its entirety.
    The Exchange proposes to delete current Section 3 (Discretionary
Indemnification Coverage) and Section 4 (Continuity of
Indemnification), as discretionary indemnification by the Board is
addressed in proposed Section 1(d) and continuity of indemnification is
addressed in proposed Section 1(a).
    Finally, the Exchange proposes to delete Section 5 (Corporation Not
Liable). A more comprehensive statement of the Exchange's limitation of
liability may be found under Article 3, Rule 19 of the Rules. The
Exchange proposes to delete Section 5 as duplicative of such Rule 19.
The Exchange believes that having Article 2, Rule 19 of the Rules be
the sole statement of the Exchange's limitation of liability provisions
will reduce possible confusion that may result from a restatement of
such provisions under the Exchange Bylaws and is also consistent with
the Exchange's observation that Participants are more likely to utilize
the Rules as a reference to the operation and obligations of the
Exchange rather than the Exchange Bylaws.
Article VII (Amendments)
    Proposed Section 1. Current Section 1 (Bylaws) provides that the
Exchange Bylaws may be modified by the Board or the stockholders.
    The Exchange proposes to amend Section 1 (Bylaws) to be similar to
Article VIII, Section 8.1 of the NYSE National Bylaws. Specifically,
proposed Section 1 maintains the language from current Section 1 with
an additional sentence stating that before any amendment to, alteration
or repeal of any provision of the bylaws of the Exchange under this
Article VII shall be effective, those changes shall be submitted to the
Board and if the same must be filed with or filed with and approved by
the Commission, then the proposed changes to the bylaws of the Exchange
shall not become effective until filed with or filed with and approved
by the Commission, as the case may be.
    The Exchange does not propose to adopt the contractual provision in
Section 8.1 of the NYSE National Bylaws that requires shareholder
action to effect amendments to certain of the bylaws. The current
Exchange Bylaws does not have a similar requirement, and the Exchange
notes the bylaws of other national securities exchanges, such as Cboe
BZX, similarly permit amendments to the bylaws be effected by either
the board or shareholders, without carving out exceptions.\59\
---------------------------------------------------------------------------

    \59\ See CBOE Exchange Bylaws, Article IX, Sections 9.1 and 9.2;
Cboe BZX Bylaws, Article IX, Sections 9.1 and 9.2; see also NYSE
Arca Bylaws Article IX (providing that the bylaws may be amended by
the NYSE Arca board of directors, without requiring action by the
member).
---------------------------------------------------------------------------

Article VIII (Certificates of Stock and Their Transfer)
    Article VIII contains provisions relating to the certificates of
stock of the Exchange. Except as set forth below, the Exchange proposes
to conform the provisions in Article VIII to Article IX of the NYSE
National Bylaws, so as streamline provisions across the two NYSE Group
Exchanges that have stock certificates, for the sake of efficiency. The
proposed changes are administrative in nature, relating primarily to
the administrative processes relating to shares, and will

have no material substantive effect on the current operations or
governance of the Exchange.
    Proposed Section 1. Current Section 1 (Form and Execution of
Certificates) provides requirements related to the execution of
stockholder certificates.
    The Exchange proposes to amend Section 1 to be largely similar to
Article IX, Section 9.1 of the NYSE National Bylaws. Specifically,
proposed Section 1 maintains the substance of current Section 1, but
includes additional language that any and all signatures on a
certificate may be facsimiles. However, proposed Section 1 differs from
Article IX, Section 9.1 of the NYSE National Bylaws in that proposed
Section 1 provides that the certificate may be signed by ``any two
authorized officers,'' instead of listing the specific officers
authorized to execute a certificate, which better reflects the
requirements of Section 158 of the DGCL.\60\
---------------------------------------------------------------------------

    \60\ See Del. Code tit. 8, Sec.  158.
---------------------------------------------------------------------------

    Proposed Section 2. Current Section 2 (Conditions to Transfer) sets
forth the documentation required for a sale, transfer or other
disposition of stock of the Exchange.
    The Exchange proposes to amend Section 2 to be substantially
similar to Article IX, Section 9.4 of the NYSE National Bylaws.
Specifically, proposed Section 2 adopts taxonomy similar to Article IX,
Section 9.4 of the NYSE National Bylaws, and omits current clause (d),
which permits the CEO to adopt additional procedures with respect to
the transfer of stock. The change is administrative.
    Proposed Section 3. Current Section 3 (Replacement Certificates)
provides the Board with the authority to direct that new stockholder
certificates be issued.
    The Exchange proposes to amend Section 3 to be substantially
similar to Article IX, Section 9.2 of the NYSE National Bylaws.
Notably, consistent with the DGCL,\61\ proposed Section 3 states that
the Exchange generally (as opposed to the Board specifically) has the
authority to issue replacement certificates, clarifies that the
Exchange can issue one or more replacement certificates and replaces
the pronoun ``his'' with the more specific ``such owner's.''
---------------------------------------------------------------------------

    \61\ See Del. Code tit. 8, Sec.  167.
---------------------------------------------------------------------------

    Proposed Section 6. The Exchange propose to adopt Section 6 (Notice
on Certificates), which is substantially similar to Article IX, Section
9.3 of the NYSE National Bylaws and consistent with the DGCL \62\ for
shares subject to certain restrictions and limitations.
---------------------------------------------------------------------------

    \62\ See Del. Code tit. 8, Sec.  202.
---------------------------------------------------------------------------

Article IX (Self-Regulatory Function of the Corporation)
    Current Article IX (Contracts, Loans, Checks and Deposits) includes
administrative provisions related to authority to execute contracts
(Section 1) and loans (Section 2); issue checks or other negotiable
instruments (Section 3); and deposit of Exchange funds (Section 4).
Section 1 is a statement of law regarding the persons authorized to
execute contracts on behalf of the Exchange. Also, the Exchange notes
that none of the other NYSE Group Exchanges have provisions similar to
Sections 2-4 in their respective governing documents or rules.
Therefore, the Exchange proposes to delete current Article IX in its
entirety. As the provisions are administrative, the proposed deletion
would have no material substantive effect on the current operations or
governance of the Exchange.
    Current Article X (Self-Regulatory Function of the Corporation)
includes special obligations and requirements related to the Exchange's
status as an SRO. The Exchange proposes to move current Article X to
proposed Article IX and to amend certain provisions to be similar to
related provisions under Article X of the NYSE National Bylaws, as
follows.
    Proposed Section 1. Current Section 1 (Management of the
Corporation) requires the Board to consider the Exchange's SRO status
and certain requirements under the Exchange Act when managing the
business and affairs of the Exchange.
    Proposed Section 1 maintains the substance of current Section 1,
but includes various non-substantive terminology changes, including
replacing a reference to ``Exchange Act of 1934'' with ``Exchange
Act,'' which is a defined term under the Exchange Bylaws.\63\
---------------------------------------------------------------------------

    \63\ See Article II, Section 2 of the proposed Exchange Bylaws.
---------------------------------------------------------------------------

    Proposed Section 2. Current Section 2 (Participation in Board and
Committee Meetings) prohibits any persons that are not Directors or
necessary officers, staff, counsel or other advisors from participating
in Board and committee meetings.
    Proposed Section 2 maintains the substance of current Section 2,
but includes various non-substantive terminology changes, including
replacing a reference to ``committees of the Corporation'' with
``committees of the Board,'' which is consistent with language used
under Article II of the proposed Exchange Bylaws.
    Proposed Section 3. Current Section 3 (Confidentiality of
Information and Records Relating to SRO Function) requires certain
books and records of the Exchange to remain confidential with certain
specified exceptions.
    The Exchange proposes to amend Section 3 to be substantially
similar to Article X, Section 10.3 of the NYSE National Bylaws.
Proposed Section 3 maintains the substance of current Section 3 and
includes additional language (a) permitting disclosure of the specified
confidential information to ``personnel of the Commission'' and (b)
stating that nothing in such Section shall be interpreted as to limit
or impede the rights of the Commission to access and examine
confidential information pursuant to the federal securities laws and
the rules and regulations thereunder, or to limit or impede the ability
of any officers, directors, employees or agents of the Corporation to
disclose such confidential information to the Commission.
    Proposed Section 5. Current Section 5 (Regulatory Fees and
Penalties) requires that any revenues received by the Exchange from
regulatory fees or regulatory penalties be applied to fund the legal
and regulatory operations of the Exchange only.
    The Exchange proposes to maintain the substance of Section 5, but
to substantially conform the provision to the governing documents of
the other NYSE Group Exchanges.\64\ The proposed language would expand
the scope of the provision to include regulatory assets and fines as
well as fees or penalties, and would add a prohibition on the payment
of distributions to other entities. Therefore, proposed Section 5
provides as follows: \65\
---------------------------------------------------------------------------

    \64\ See NYSE National Bylaws, Article X, Section 10.4; NYSE
Arca Bylaws, Article II, Section 2.06; NYSE Operating Agreement,
Article IV, Section 4.05; and NYSE American Operating Agreement,
Article IV, Section 4.05.
    \65\ See supra note 15.

    Any regulatory assets or any regulatory fees, fines or penalties
collected by the Exchange's regulatory staff will be applied to fund
the legal, and regulatory and surveillance operations of the
Exchange, and the Exchange shall not distribute such assets, fees
fines or penalties to pay dividends or be distributed to any other
entity. For purposes of this Section, regulatory penalties shall
include restitution and disgorgement of funds intended for
customers.
Article X (General Provisions)
    Current Article XI (General Provisions) includes provisions related
to the Exchange's fiscal year (Section 1),

the payment of dividends (Section 2), reserve funds (Section 3),
subsidiary corporations (Section 4) and severability (Section 5). The
Exchange proposes to move current Article XI to proposed Article X and
to amend certain sections thereunder as follows.
    Proposed Section 2. Current Section 2 (Dividends) permits the Board
to declare dividends upon the capital stock of the Exchange.
    Proposed Section 2 maintains the substance of current Section 2,
except that it replaces the phrase ``Subject to any provisions or any
applicable statute,'' which qualifies the Board's authority to issue
dividends, with ``Subject to any applicable law'' so as to eliminate
redundant language and clarify that proposed Section 2 would be subject
to any non-statutory law, such as common law.
    Proposed Section 4. Current Section 4 (Subsidiary Corporations)
authorizes the Board to constitute any officer of the Exchange to vote
the stock of any subsidiary corporation on behalf of the Exchange and,
in absence of specific action by the Board, the CEO has the authority
to represent the Corporation and to vote the stock of any subsidiary
corporation on behalf of the Exchange.
    Proposed Section 4 maintains the substance of current Section 4,
except that it authorizes the CEO and the ``Secretary of the
Corporation'' to act on behalf of the Exchange pursuant to proposed
Section 4. The Exchange believes that permitting the Secretary of the
Exchange to act on behalf of the Exchange pursuant to proposed Section
4 is appropriate given that the Secretary is frequently tasked to
execute the Exchange's actions, especially as it relates to corporate
governance.
    The change is administrative and non-controversial. Under Section
4, the Board may constitute any officer of the Exchange, which includes
the Secretary, to vote the stock of any subsidiary of the Exchange. The
Board has approved the proposed changes to the Bylaws, including the
proposed changes to Section 4 adding the reference to the Secretary of
the Exchange. By approving the proposed changes to Section 4, the Board
granted the Secretary the authority described therein. Moreover,
proposed Section 4 would continue to permit the Board to revoke such
voting power or constitute another officer with such voting power.
c. Holdings Bylaws
Article VII, Section 7.6 (Indemnification and Insurance)
    Section 7.6 of the current Holdings Bylaws contains various
provisions related to indemnification and insurance. To better align
the indemnification provisions of the Holdings Bylaws with those of
ICE, ICE Holdings, and the proposed Exchange Bylaws, the Exchange
proposes to replace current subparagraphs (A) through (K) with proposed
subparagraphs (A) through (E), which are identical to paragraphs (a)-
(e) of Article VI of the proposed Exchange Bylaws.
Article XII, Section 12.1 (Waiver of Ownership Limits and Voting Limits
To Permit Merger)
    Article XII, Section 12.1 of the Holdings Bylaws was adopted prior
to the acquisition of the Exchange and Holdings by ICE, and made
certain determinations with respect to ICE, ICE Holdings, NYSE Holdings
and NYSE Group and the acquisition that were necessary for the waiver
of ownership and voting limitations then in place.\66\ As the
acquisition is complete, the provision is obsolete. Accordingly, the
Exchange proposes to delete it.
---------------------------------------------------------------------------

    \66\ See 83 FR 34182, supra note 5, at 34184.
---------------------------------------------------------------------------

Article VIII Through Article XI
    Each of Articles VIII through XI of the Holdings Bylaws are
currently marked as ``Reserved.'' In light of the proposed deletion of
Article XII of the Holdings Bylaws, as described above, the Exchange
proposes to delete Articles VIII through XI as no longer necessary.
d. Rules
    In light of the Article IV of the proposed Exchange Bylaws, the
Exchange proposes to amend Article 2 of the current Rules to effect the
following changes:
     Amend Rule 1 (Appointment and Approval) to provide that
the committees provided for in this Article shall be appointed as
provided in the Exchange Bylaws or as set out in Article 2 of the
proposed Rules, and to eliminate language related to the appointment of
members of committees of the Board, as Article IV of the proposed
Exchange Bylaws supersedes such provisions.
     Delete current Rules 2 (Executive Committee), 3 (Finance
Committee) and 4 (Regulatory Oversight Committee), as the provisions
related to the Executive Committee are now under Article IV, Section 8
of the proposed Exchange Bylaws; the Finance Committee has been
eliminated, as noted above; and the provisions related to the ROC are
now under Article IV, Section 6 of the proposed Exchange Bylaws.
     Move current Rule 5 (Committee on Exchange Procedure) to
proposed Rule 2 and eliminate reference to current Rule 10, as it will
no longer exist, as noted below. Correspondingly, amend Article 20,
Rule 10(e)(2)(A) to replace reference to ``Article 2, Rule 5'' with
``Article 2, Rule 2.''
     Delete current Rule 6 (Reserved), as it is currently a
placeholder citation.
     Move current Rule 7 (Judiciary Committee) to proposed Rule
3.
     Delete current Rules 8 (Compensation Committee) and 9
(Audit Committee), as the Compensation and Audit Committees have been
eliminated, as noted above. Correspondingly, the Exchange proposes to
replace references to the ``Audit Committee of the Board'' under
Article 22, Rule 19(m)(5)(B) of the current Rules with ``Board.''
     Delete current Rule 10 (Participant Advisory Committee) as
none of the other NYSE Group Exchanges have a similar committee. The
Exchange believes that the requirement that the Board be composed of at
least 20% Non-Affiliated Directors \67\ and that the Committee on
Exchange Procedure \68\ and the Judiciary Committee \69\ be comprised
solely of Participants ensure fair representation of Participants on
the Board.
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    \67\ See Article II, Section 2 of the proposed Exchange Bylaws.
    \68\ See Article 2, Rule 2 of the proposed Rules.
    \69\ See Article 2, Rule 3 of the proposed Rules.
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     Delete current Rule 11 (Nominating and Governance
Committee) as it has been restated under Article IV, Section 7 of the
proposed Exchange Bylaws.
     Move current Rule 12 (Committee Quorum) to proposed Rule 4
and eliminate language related to quorums of committees of the Board,
as committee quorum is now addressed under Article IV, Section 3(b) of
the proposed Exchange Bylaws. Therefore, proposed Rule 4 provides that
one-half of its members, including the ex-officio ones, shall
constitute a quorum of each committee provided for in Article 2 of the
proposed Rules, which only includes the Committee on Exchange Procedure
and the Judiciary Committee, neither of which are committees of the
Board.
    In addition, the Exchange proposes to correct a typographical error
under the first sentence of Article 18, Rule 1(b)(5) to delete the
words ``the of.''
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act,\70\ in

general, and furthers the objectives of Section 6(b)(1) \71\ in
particular, in that it enables the Exchange to be so organized as to
have the capacity to be able to carry out the purposes of the Exchange
Act and to comply, and to enforce compliance by its exchange members
and persons associated with its exchange members, with the provisions
of the Exchange Act, the rules and regulations thereunder, and the
rules of the Exchange.
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    \70\ 15 U.S.C. 78f(b).
    \71\ 15 U.S.C. 78f(b)(1).
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    Specifically, the proposed amendments related to the name change of
the Exchange and Holdings are non-substantive changes that do not
impact the governance or ownership of the Exchange. The Exchange
believes that the proposed amendments would enable the Exchange to
continue to be so organized as to have the capacity to carry out the
purposes of the Exchange Act and comply and enforce compliance with the
provisions of the Exchange Act by its members and persons associated
with its members, because ensuring that the Exchange Certificate and
Bylaws, Holdings Certificate and Bylaws, Rules and Fee Schedule
accurately reflect the name changes would contribute to the orderly
operation of the Exchange by adding clarity and transparency to such
documents and rules.
    The Exchange believes that the proposed amendments to the Exchange
Bylaws and Certificate would enable the Exchange to be so organized as
to have the capacity to be able to carry out the purposes of the
Exchange Act and to comply, and to enforce compliance by its exchange
members and persons associated with its exchange members, with the
provisions of the Exchange Act, the rules and regulations thereunder,
and the rules of the Exchange, because such amendments would add or
expand upon existing provisions to protect and maintain the
independence and integrity of the Exchange and its regulatory function
and reinforce the notion that the Exchange is not solely a commercial
enterprise, but a national securities exchange subject to the
obligations imposed by the Exchange Act. Such provisions include
vesting the Board with all powers necessary for the governing of the
Exchange as an ``exchange'' within the meaning of the Exchange Act and
the regulation of the business conduct of any Participant; ensuring
that regulatory assets, fees, fines, and penalties may only be used to
fund legal, regulatory and surveillance operations; and providing that
any amendments to the Exchange Bylaws or Certificate must be submitted
to the Board and, as applicable, shall not be effective until filed
with or filed with and approved by the Commission. The Exchange
believes that such provisions are consistent with and will facilitate a
governance structure that will provide the Commission with appropriate
oversight tools to ensure that the Commission will have the ability to
enforce the Exchange Act with respect to the Exchange.
    The Exchange believes that the provisions relating to Board
committees contemplated by the proposed rule change would enable the
Exchange to be so organized as to have the capacity to be able to carry
out the purposes of the Exchange Act and to comply, and to enforce
compliance by its exchange members and persons associated with its
exchange members, with the provisions of the Exchange Act, the rules
and regulations thereunder, and the rules of the Exchange, because they
would incorporate the establishment and responsibilities of each Board
committee, as well as more general provisions regarding their
composition, quorum and voting requirements, into the Exchange
governing documents. In particular, the Exchange believes that, by
establishing the powers and responsibilities of the ROC, proposed
Article IV, Section 6 of the Exchange Bylaws, is designed to insulate
the Exchange's regulatory functions from its market and other
commercial interests so that the Exchange can carry out its regulatory
obligations in furtherance of Section 6(b)(1) of the Exchange Act.
Indeed, the Exchange believes that inclusion of the provision in the
Exchange Bylaws would underscore the importance of the Exchange's
regulatory function and specifically empower an independent committee
of the Board to oversee regulation and meet regularly with the Chief
Regulatory Officer.
    At the same time, the Exchange believes that the proposal to
eliminate the requirement that the Exchange maintain Audit,
Compensation and Finance Committees is consistent with Section 6(b)(1)
of the Exchange Act because audit, compensation and financial matters
would be addressed by the Board or by the audit and compensation
committees of ICE, as applicable. The proposed change would streamline
corporate governance and enhance efficiency and consistency by ensuring
that such matters are addressed in the same manner among the NYSE Group
Exchanges.
    Also, the proposed amendments to harmonize certain provisions under
the Exchange Certificate and Bylaws with similar provisions under the
governing documents of other NYSE Group Exchanges, ICE and ICE Holdings
would contribute to the orderly operation of the Exchange and would
enable the Exchange to be so organized as to have the capacity to carry
out the purposes of the Exchange Act and comply with the provisions of
the Exchange Act by its members and persons associated with members.
For example, the proposed changes would create greater conformity
between the Exchange's provisions relating to stockholders, officers,
and stock certificates and those of its affiliates, particularly NYSE
National and NYSE Arca. The Exchange believes that such conformity
would streamline the NYSE Group Exchanges' corporate processes, create
more equivalent governance processes among them, and also provide
clarity to the Exchange's members, which is beneficial to both
investors and the public interest. At the same time, the Exchange will
continue to operate as a separate self-regulatory organization and to
have rules, membership rosters and listings distinct from the rules,
membership rosters and listings of the other NYSE Group Exchanges.
    Finally, the proposed amendments to clarify the meaning of certain
provisions under the Exchange Certificate and the Exchange Bylaws, to
better comport certain provisions with the DGCL and to effect non-
substantive changes would facilitate the Exchange's continued
compliance with the Exchange Certificate and Bylaws and applicable law,
which would further enable the Exchange to be so organized as to have
the capacity to be able to carry out the purposes of the Exchange Act
and to comply, and to enforce compliance by its exchange members and
persons associated with its exchange members, with the provisions of
the Exchange Act, the rules and regulations thereunder, and the rules
of the Exchange.
    For these reasons, the Exchange believes that the proposed rule
change is consistent with Section 6(b)(1) of the Exchange Act.\72\
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    \72\ 15 U.S.C. 78f(b)(1).
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    The Exchange also believes that the proposed rule change is
consistent with Section 6(b)(5) of the Exchange Act,\73\ in that it is
designed to prevent fraudulent and manipulative acts and practices, to
promote just and equitable principles of trade, to foster cooperation
and coordination with persons engaged in facilitating transactions in
securities, to remove impediments to and perfect the mechanism of a
free and open market and a national market system and, in general, to
protect investors and the public interest.
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    \73\ 15 U.S.C. 78f(b)(5).

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    Specifically, the proposed amendments related to the name changes
would reduce potential investor and market participant confusion and
therefore remove impediments to and perfect the mechanism of a free and
open market and a national market system by ensuring that investors and
market participants can more easily navigate, understand and comply
with the Exchange Certificate and Bylaws, Holdings Certificate and
Bylaws, Rules and Fee Schedule.
    Also, the proposed amendments to harmonize certain provisions under
the Exchange Certificate and Bylaws with similar provisions under the
governing documents of certain Exchange affiliates would promote
consistency among the governing documents of the NYSE Group Exchanges,
ICE and ICE Holdings, which would promote the maintenance of a fair and
orderly market, the protection of investors and the protection of the
public interest. The proposed amendments would make the governing
framework, corporate requirements and administrative processes relating
to the Board, Board committees, officers, stockholders, and other
corporate matters more similar to those of the NYSE Group Exchanges, in
particular NYSE National and NYSE Arca, which have been well-
established as fair and designed to protect investors and the public
interest.\74\
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    \74\ See 83 FR 24517, 25431, supra note 5.
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    In particular, the Exchange believes that, by establishing the
powers and responsibilities of the ROC; vesting the Board with all
powers necessary for the governing of the Exchange as an ``exchange''
within the meaning of the Exchange Act and the regulation of the
business conduct of any Participant; ensuring that regulatory assets,
fees, fines, and penalties may only be used to fund legal, regulatory
and surveillance operations; and providing that any amendments to the
Exchange Bylaws or Certificate must be submitted to the Board and, as
applicable, shall not be effective until filed with or filed with and
approved by the Commission, the proposed rule change would act to
insulate the Exchange's regulatory functions from its market and other
commercial interests so that the Exchange can carry out its regulatory
obligations, ensuring that Participants are protected from unfair,
unfettered actions by an exchange pursuant to its rules, and that, in
general, the Exchange is administered in a way that is equitable to all
those who trade on its market or through its facilities. Therefore, the
Exchange believes that the proposed rule change would prevent
fraudulent and manipulative acts and practices, promote just and
equitable principles of trade, foster cooperation and coordination with
persons engaged in facilitating transactions in securities, remove
impediments to and perfect the mechanism of a free and open market and
a national market system and, in general, protect investors and the
public interest.
    Finally, the proposed amendments to clarify the meaning of certain
provisions under the Exchange Certificate and the Exchange Bylaws, to
better comport certain provisions with the DGCL and effect non-
substantive changes removes impediments to and perfects the mechanism
of a free and open market by removing confusion that may result from
corporate governance provisions that are either unclear or inconsistent
with the governing law. The Exchange also believes that the proposed
amendments remove impediments to and perfects the mechanism of a free
and open market by ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the governing documents. The Exchange further
believes that the proposed amendments would not be inconsistent with
the public interest and the protection of investors because investors
will not be harmed and in fact would benefit from increased
transparency and clarity, thereby reducing potential confusion.
    For these reasons, the Exchange believes that the proposed rule
change is consistent with and facilitates a governance and regulatory
structure that furthers the objectives of Section 6(b)(5) of the
Exchange Act.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not intended to address competitive issues but rather is
concerned solely with the marketing and corporate governance and
administration of the Exchange.

C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the
proposed rule change.

III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action

    Because the foregoing proposed rule change does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on competition; and (iii)
become operative for 30 days from the date on which it was filed, or
such shorter time as the Commission may designate, it has become
effective pursuant to Section 19(b)(3)(A) of the Act \75\ and Rule 19b-
4(f)(6) thereunder.\76\
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    \75\ 15 U.S.C. 78s(b)(3)(A).
    \76\ 17 CFR 240.19b-4(f)(6). As required under Rule 19b-
4(f)(6)(iii), the Exchange provided the Commission with written
notice of its intent to file the proposed rule change, along with a
brief description and the text of the proposed rule change, at least
five business days prior to the date of filing of the proposed rule
change, or such shorter time as designated by the Commission.
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    At any time within 60 days of the filing of the proposed rule
change, the Commission summarily may temporarily suspend such rule
change if it appears to the Commission that such action is necessary or
appropriate in the public interest, for the protection of investors, or
otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and
arguments concerning the foregoing, including whether the proposed rule
change is consistent with the Act. Comments may be submitted by any of
the following methods:

Electronic Comments

     Use the Commission's internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include
File Number SR-CHX-2018-05 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number SR-CHX-2018-05. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (http://www.sec.gov/rules/sro.shtml).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the

Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-CHX-2018-05, and should be submitted on
or before November 23, 2018.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\77\
Eduardo A. Aleman,
Assistant Secretary.
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    \77\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2018-23844 Filed 10-31-18; 8:45 am]
BILLING CODE 8011-01-P