Futures Industry Association Inc

“The association will have one or more members identified, selected and admitted by the board (each, a "member, collectively, the "members", and if entitled or not entitled to vote, "primary members "associate members," respectively). The terms of membership and any classification or categorization thereof will be defined and determined from time to time by the board of directors in accordance with these bylaws, the association's articles of incorporation, and the new york not for-profit corporation law ("nfpcl"), including with respect to qualifications, applications and issuance or chartering; dues, assessments, fees and other obligations or responsibilities; benefits, services, rights and privileges, including with respect to voting; and duration, lapse, forfeiture, suspension, resignation, termination, expulsion, revocation and reinstatement. The board shall consist of up to thirty (30) individuals, comprised of primary member directors, ex-officio member directors, associate member directors, and at-large member directors as defined herein. Primary member directors - up to sixteen (16) individuals, each of whom shall be an executive officer, partner or sole proprietor of a primary member company, possessing the responsibilities and authority to bind and act on behalf of their employer organization on a global basis. Ex-officio directors - each of six (6) individuals shall serve as directors by virtue of their positions as provided herein. The president and the advisory board chairs of the europe advisory board, the asia advisory board, and the americas advisory board shall each serve as ex-officio directors, and the chairs of the ptg and epta shall serve as an ex-officio director as described in section 3.3. Associate member directors - up to five (5) individuals, each of whom shall be an executive officer, partner or sole proprietor of an associate member company, possessing the responsibilities and authority to bind and act on behalf of their employer organization on a global basis. At-large directors - up to four (4) individuals of suitable experience and expertise to contribute to the association and the industry as a whole. At-large directors need not be members or affiliated with any member company. For the purposes of form 990, a member of fia's governing body is considered "independent" only if all four of the following circumstances applied at all times during fia's january 1, 2024 - december 31, 2024 tax year: 1. Not compensated as an fia officer or other employee or related organization 2. Did not receive more than $10,000 compensation in 2024 from fia or related organizations as an independent contractor, other than for his/her services as a member of fia's governing body 3. Did not otherwise receive, directly or indirectly, more than $50,000 in 2024 financial benefits from fia or a related organization 4. Did not have a family member who received compensation or other material financial benefits from fia or a related organization under this definition, the fia's public directors qualify as "independent" with the exception of fia's president, walter lukken, who is a full-time paid employee of fia.”

“Fia membership classes are composed of primary, and associate members as defined below. Primary members are limited to clearing members that hold customer funds and thus contribute substantially to the safety and soundness of the market infrastructure. Associate members of fia support the overall ecosystem of the cleared derivatives markets, including clearing organizations, exchanges, global and regional executing brokers, principal trading firms, commodity firms, technology vendors, legal services and other professional service providers.”

“Only primary members may vote and may do so in person or by proxy appointed by an instrument in writing subscribed by such primary member or by its duly authorized attorney-in-fact, and in elections for directors, primary members shall vote by ballot. Each primary member shall be entitled to one vote on any other matters provided for a vote of the primary members. In all matters, including in the election of directors, the affirmative vote of a majority of the primary members present in person or represented by proxy and voting at the meeting will be the act of the primary members, unless the vote of a greater number is required under these bylaws, the association's articles of incorporation or the nfpcl.”

“Cfo conducted review in collaboration with an independent accounting firm. Discussion was held at the executive level within the organization.”

“Fia conflict of interest policy: an fia officer, member of the board or employee ("such persons") assumes a fiduciary duty that carries with it broad and unbending loyalty to the fia. The board, officers and employees have the responsibility to administer the affairs of the association honestly and prudently for the sole benefit of the organization. Such persons shall exercise the utmost good faith in all matters involved in their duties, and they shall not use their positions within the organization or knowledge gained from the organization for their personal benefit. It is the policy of the fia to require such persons to supply a written declaration of their engagement in any activity that relates to those activities of the fia and could contribute to or affect the success of the fia, or may create a conflict of interest with the fia. The conflicts may include an ownership interest in an entity from which the organization procures goods or services, or other transactions carrying the possibility of personal gain at the expense of fia, or any transaction in which fia is doing business with a family member or business partner of such persons. Known or possible conflicts calling for disclosure also include: - any other entity involvement conflicts; - subject matter conflicts; - conflicts of current or potential financial interest, ownership, compensation in an organization that is a vendor to fia apart from known partnerships or memberships; - family conflicts; - other board/client conflicts; - other conflicts that such person recognizes to be as such through analogy of those mentioned above. The fia recognizes that disclosure of a conflict or a possible conflict does not preclude the entity from doing business with a related party. However, such persons having a conflict of interest shall not participate or use any personal influence in the discussion of the subject or make any recommendations regarding the subject and will excuse him or herself from all decision-making regarding the topic. The fia audit committee is charged with responsibility for reviewing all disclosures or related activities or conflicts of interest. All officers, members of the board, and employees of fia are required to report annually, or upon occurrence, their disclosure of conflicts using the standard fia form provided.”

“The chairman of the fia board of directors serves as chair for both the executive committee and the compensation committee. The executive committee also has authority to determine the number and compensation of any paid directors. All officers, except as the board determines, serve without compensation. The fia board's compensation committee determines the compensation of fia's ceo with comparability data and contemporaneous substantiation of the deliberation and decision.”

“The process for determining the compensation of all employees included a review and approval by independent persons, comparability data and contemporaneous substantiation of the deliberation and decision.”

“The fia makes its governing documents, conflict of interest policy, and financial statements available to the public upon request to the extent required by law.”

“Misc Income - Total Revenue: 3069, Related or Exempt Function Revenue: 3069, Unrelated Business Revenue: 0, Revenue Excluded from Tax Under Sections 512, 513, or 514: 0;”

“FOREIGN EXCHANGE TRANSLATION - -87794; Total - -87794;”