/* Attribution-NonCommercial-NoDerivs 2.5 * https://spdx.org/licenses/CC-BY-NC-ND-2.5.html * © 2020 FreightTrust and Clearing Corporation */ = Governance :idprefix: :idseparator: - :!example-caption: :!table-caption: :page-pagination:
For Corporate Governance, see 'By Laws'
The Board shall have control and management of the affairs and business of FreightTrust Clearing and shall have the powers and duties set forth in the Operating Agreement/Network Covenent. Without limiting the generality of the foregoing, the Board shall have the power to: (a) adopt, amend, implement and repeal such Rules, as will in its judgment best promote and safeguard the interests of FreightTrust Clearing; and (b) render interpretations of the Rules, which shall be binding on all Persons having dealings with FreightTrust Clearing, including Direct Clearing Participants, FCM Clearing Participants, and their Customers.
The Risk Management Committee is a permanent Committee of the Board.
The Board may establish such additional Committee(s) as it may from time to time deem necessary or advisable and appoint Board members or other individuals to serve on such Committees and delegate powers to one or more Committees.
A Committee shall operate in accordance with its charter or powers as otherwise delegated to it by the Board and shall take such actions as may be required by the Rules.
All information and documents provided to a Committee and all deliberations and documents related thereto shall be treated as non-public and confidential and shall not be disclosed, except as required by Applicable Law or as necessary to further the business and affairs of FreightTrust Clearing or FreightTrust Exchange.
The actions of each Committee shall be the subject to final review by the Board.
The Board shall appoint officers of FreightTrust Clearing, as it may deem necessary or appropriate from time to time (such Persons, “Officers”), and delegate to such Officers, subject to its oversight, the power and authority to manage the business and affairs of FreightTrust Clearing and to establish and enforce rules and procedures for the conduct of business by FreightTrust Clearing. Any Officer may also be a director, officer, partner or employee of FreightTrust Clearing or any of its affiliates.
At all times, FreightTrust Clearing shall have a Chief Risk Officer, Chief Compliance Officer, and a designated senior officer of the company (whether CEO, President, COO, or other).
No Person may serve as an Officer or a member of the Board, or any other disciplinary committee, arbitration panel or oversight panel if such Person:
(a). Was found within the past three years by a final decision of a self-regulatory organization, an administrative law judge, a court of competent jurisdiction or the CFTC to have committed a substantive disciplinary offense; (b). Entered into a settlement agreement within the past three years in which any of the findings or, in absence of such findings, any of the acts charged included a disciplinary offense; ©. Is currently suspended from trading on any market subject to CEA regulation, is suspended or expelled from membership from any self-regulatory organization, is serving any sentence of probation or owes any portion of a fine imposed pursuant to either:
(i) A finding by a final decision of a self-regulatory organization, an administrative law judge, a court of competent jurisdiction or the CFTC that such Person committed a disciplinary offense; or (ii) A settlement agreement in which any of the findings or, in absence of such findings, any of the acts charged included a disciplinary offense;
(d) Is currently subject to an agreement with the CFTC or any self-regulatory organization not to apply for registration with the CFTC or membership in any self-regulatory organization; (e) Is currently subject to or has had imposed on him or her within the past three years a CFTC registration revocation or suspension in any capacity for any reason, or has been convicted within the past three years of any of the felonies listed in section 8a(2)(D)(ii) through (iv) of the CEA;