CHAPTER 2
GOVERNMENT
200.-229.

[RESERVED]
BOARD OF DIRECTORS – POWERS AND DUTIES230.

GENERAL

231.

[RESERVED]232.

EXCHANGE FACILITIES233.

[RESERVED]

234.

AVOIDING CONFLICTS OF INTEREST IN “SIGNIFICANT ACTIONS”
234.A. Definitions
234.B. Review of Position Information
234.C. Determination Whether Abstention Required

235.-255.

[RESERVED]

EXCHANGE OFFICERS AND EMPLOYEES256.

INDEMNIFICATION OF CERTAIN PERSONS

257.

EXCHANGE PHYSICAL EMERGENCIES

258.

EXCHANGE PERSONAL TRADING POLICY© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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Chapter 2
Government
200.— 229. [RESERVED]
BOARD OF DIRECTORS – POWERS AND DUTIES230.

GENERAL
The Board shall, subject to applicable provisions in the relevant corporate charter and bylaws:a. Be the governing body of the Exchange;b. Have charge and control of all property of the Exchange;c. Provide, acquire and maintain suitable Exchange quarters and facilities;
d. [Reserved];e. [Reserved];
f. Designate and authorize specific appointed officers to act on behalf of the Board to executecontracts within specified budgetary limits;
g. Fix, determine and levy all membership dues, fees and assessments when necessary;h. Act in a judicial capacity in the conduct of hearings with respect to any charges profferedagainst Members as defined in Rule 400 and non-members and, after such hearings,
determine what disciplinary action, if any, should be taken by the Exchange with respect tothose charges;
i. Determine the commodities traded, the Division in which they shall be traded, the delivery
months, hours of trading, the days of the contract month on which delivery may be made, andperformance bond requirements;
j. Make and amend the Rules; provided, the Board may also delegate authority to make andamend the Rules as it deems appropriate; andk. Have power to act in emergencies. In the event that the Board or a hearing panel of the Board
determines that an emergency situation exists in which the free and orderly market in acommodity is likely to be disrupted, or the financial integrity of the Exchange is threatened, orthe normal functioning of the Exchange has been or is likely to be disrupted, it may, upon amajority vote of the members present or upon a majority vote of the members who respond toa poll, take such action as may in the Board's sole discretion appear necessary to prevent,correct or alleviate the emergency condition. Board members who abstain from voting on a
Significant Action as defined in Rule 234 shall not be counted in determining whether suchaction was approved by a majority vote, but such members can be counted for the purpose ofdetermining whether a quorum exists. Without limiting the foregoing, the Board may: (1)suspend, curtail or terminate trading in any or all contracts, (2) limit trading to liquidation ofcontracts only, (3) order liquidation or transfer of all or a portion of a member's proprietary
and/or customers' accounts, (4) order liquidation of positions of which the holder is unable orunwilling to make or take delivery, (5) confine trading to a specific price range, (6) modify thetrading days or hours, (7) alter conditions of delivery, (8) fix the settlement price at which
contracts are to be liquidated, and (9) require additional performance bonds to be deposited
with the Clearing House. All Exchange contracts shall be subject to the Board's emergency
powers and the specifications of each shall be deemed subject to this rule.
Any authority or discretion by these rules vested in or delegated to any other Person orcommittee shall not be construed to deprive the Board of such authority or discretion and in theevent of a conflict, the determination of the matter by the Board shall prevail.

231.

[RESERVED]232.

EXCHANGE FACILITIESThe Exchange shall provide trading facilities which shall be open for trading on such days and atsuch hours as the Exchange shall determine, except during emergency situations as provided byExchange rules.

233.

[RESERVED]© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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234.

AVOIDING CONFLICTS OF INTEREST IN "SIGNIFICANT ACTIONS"
234.A.
Definitions
For purposes of this rule:
1. "Significant Action" means (a) an Exchange action or rule change which addresses an"emergency" as defined in CFTC Regulation 40.1(h); or (b) any change in Exchange
performance bond levels that is designed to respond to extraordinary market conditions suchas an actual or attempted corner, squeeze, congestion or undue concentration of positions, orthat otherwise is likely to have a substantial effect on prices in any contract traded or cleared atthe Exchange.
2. "Committee" means the Board or any body that is authorized to take a Significant Action.
3. "Member's Affiliated Firm" means a firm in which the member is a "principal," as defined in
CFTC Regulation 3.1(a), or an employee.
234.B.
Review of Position Information
1. Prior to the consideration of any Significant Action, each member of the Committee must
disclose to the appropriate Exchange staff the following position information to the extent
known to him:a. Gross positions held at the Exchange in the member's personal accounts or "controlledaccounts," as defined in CFTC Regulation 1.3(j);b. Gross positions held at the Exchange in proprietary accounts of the Member's AffiliatedFirm;c. Gross positions held at the Exchange in accounts in which the member is a principal;
d. Net positions held at the Exchange in customer accounts at the Member's Affiliated Firm;ande. Any other types of positions, at the Exchange or elsewhere, held in the member's personalaccounts or the proprietary accounts of the Member's Affiliated Firm that could reasonably
be expected to be affected by the Significant Action.
2. Exchange staff will independently determine what positions are held in each of the above
categories based on a review of the most recent large trader reports and clearing records
available to the Exchange and any other source of information that is held by and reasonably
available to the Exchange, taking into consideration the exigency of the Significant Action.
3. The requirements of sections B.1. and B.2. apply only to members who participate in either thedeliberations or voting on the Significant Action in question.
234.C.
Determination Whether Abstention Required
1. A member of a Committee must abstain from both the deliberations and voting by such
Committee on any Significant Action if the member knowingly has a direct and substantial
financial interest in the result of the vote based upon either Exchange or non-Exchange
positions that could reasonably be expected to be affected by the action or is otherwise
conflicted based on existing Exchange policy. Exchange staff will independently require amember of a Committee to abstain from both the deliberations and voting by such Committee
on any Significant Action if, based upon the information reviewed in sections B.1. and B.2.
above, Exchange staff determines that the member has a direct and substantial financial
interest in the result of the vote.
2. The Exchange will prepare written records to document that the conflicts determination
procedures required by this rule have been followed. Such records will include (a) the namesof all members who attended the meeting in person or who otherwise were present byelectronic means; (b) the name of any member who voluntarily recused himself or wasrequired to abstain from both the deliberations and voting on a matter and the reason for therecusal or abstention, if stated; and (c) information on the position information that wasreviewed for each member.

235.—255. [RESERVED]© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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EXCHANGE OFFICERS AND EMPLOYEES256.

INDEMNIFICATION OF CERTAIN PERSONSThe Exchange shall indemnify its directors, officers, trustees, Committee members, employees,
and other persons as specified in Article VII of the Exchange’s Bylaws.

257.

EXCHANGE PHYSICAL EMERGENCIESIn the event that the functions of the Exchange are, or are threatened to be, severely and adversely
affected by a physical emergency such as fire or other casualty, bomb threats, substantial
inclement weather, power failures, communications breakdowns, computer system breakdowns,
screen-based trading system breakdowns, malfunctions of plumbing, heating, ventilation, and airconditioning systems or transportation breakdowns, the Chief Executive Officer or Chief OperatingOfficer or their delegate may take any action necessary to deal with the emergency, including butnot limited to, a suspension of trading. In the absence of the aforementioned Exchange officers ordelegate, any member of the Executive Committee may act instead of the Chief Executive Officeror Chief Operating Officer.
Upon a determination by the Chief Executive Officer or Chief Operating Officer or their delegatethat the physical emergency has sufficiently abated to permit the orderly functioning of theExchange, he shall order restoration of trading or the removal of other restrictions imposed.
The Exchange shall notify the CFTC of the implementation, modification or termination of aphysical emergency action as soon as possible after taking the action.
Nothing in this rule shall in any way limit the authority of the Board of Directors to act in anemergency situation pursuant to Rule 230.k.

258.

EXCHANGE PERSONAL TRADING POLICY(a) Definitions: For purposes of this Rule, the terms “employee,” “material information,” non-publicinformation” and “commodity interest” have the meanings ascribed to them in CFTC Regulation1.59. The term “connected person” has the meaning ascribed to it in the CME Group Personal
Trading Policy.
(b) No Board member, committee member, employee or consultant of the Exchange shall (i) trade
directly or indirectly in any commodity interest if such Board member, committee member,
employee, or consultant has access to any material, non-public information concerning suchcommodity interest or (ii) disclose for any purpose inconsistent with the performance of such
person’s official duties any material non-public information obtained in connection with such Board
member’s, committee member’s, employee’s or consultant’s special access related to theperformance of such duties.
(c) No employee or consultant of the Exchange may trade (i) any futures or options on futures,
regardless of where they are listed or available for trading; or (ii) any swaps cleared by the Chicago
Mercantile Exchange Inc. Clearing House. These prohibitions also apply to connected persons of
the foregoing, unless the connected person engages in the trading activity in a professional
capacity.
(End Chapter 2)© Copyright Chicago Mercantile Exchange, Inc. All rights reserved.

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