EXHIBIT A

By-Laws

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THE OPTIONS CLEARING CORPORATION

By-Laws

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ARTICLE III – BOARD OF DIRECTORS

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Member Vice Chairman of the Board

SECTION 9A. Upon the nomination of the Governance and Nominating Committee, a Vice Chairman of 

the Board shall be elected by the Board of Directors from among the Member Directors. Such Vice 

Chairman shall be referred to as the Member Vice Chairman. In the absence or disability of the 

Chairman, the Member Vice Chairman shall preside at meetings of the Board of Directors and the 

stockholders.

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ARTICLE IV – OFFICERS

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Appointments by the Chairman, Chief Executive Officer, or Chief Operating

Officer

SECTION 2. The Chairman, Chief Executive Officer, and Chief Operating Officer each may appoint such 

officers, in addition to those elected by the Board of Directors, and such agents as they each shall deem 

necessary or appropriate to carry out the functions assigned to them, who shall hold their respective 

positions for such terms and shall exercise such powers and perform such duties as determined from time 

to time by the Chairman, Chief Executive Officer, or Chief Operating Officer, respectively; provided that 

an Executive Chairman and the Chief Executive Officer also shall have the authority to set such terms, 

powers, and duties of any officer or agent appointed by the Chief Operating Officer. Notwithstanding the 

foregoing, only the Board of Directors may elect a Chief Executive Officer, Chief Operating Officer, 

Secretary, or Treasurer Chief Financial Officer of the Corporation.

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Executive Chairman

SECTION 6. [Reserved.]

Vice Chairman of the Board

SECTION 7. Upon the nomination of the Governance and Nominating Committee, a Vice Chairman of the 

Board shall be elected by the Board of Directors from among the Member Directors. Such Vice Chairman 

shall be referred to as the Member Vice Chairman. In the absence or disability of the Chairman, the 
Member Vice Chairman shall preside at meetings of the Board of Directors and the stockholders.

[Reserved.]

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Chief Financial Officer

SECTION 11. Subject to the provisions of Article IX of the By-Laws, the Chief Financial Officer shall have 

the custody of the Corporation’s funds and property and shall keep full and accurate accounts of receipts 

and disbursements in books belonging to the Corporation, and shall deposit all moneys and other 

property of the Corporation in such depositories as may be designated from time to time by the Board of 

Directors. The Chief Financial Officer shall also serve as the chief accounting officer of the Corporation. In 

the event that the office of Chief Financial Officer shall be vacant at any time, the Board of Directors or 

the Chief Executive Officer, or in their absence the Chief Operating Officer, shall designate the person

who will serve as the chief accounting officer until the office of Chief Compliance Financial Officer is filled.

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ARTICLE XI – AMENDMENT OF THE BY-LAWS AND THE RULES

Amendment of the By-Laws

SECTION 1. The By-Laws may be amended at any time by the Board of Directors upon the affirmative 

vote of two-thirds of the directors then in office (but not less than a majority of the number of directors 

fixed by these By-Laws); provided that Sections 2, 3 and 5 of Article II, Article III, the second sentence of 

Section 1 of Article IV, the first two sentences of Section 1 of Article V, the first sentence of Section 10 of 

Article VI, Sections 11 and 11A of Article VI, Article VIIA, Article VIIB, Section 9 of Article IX, and this 

Section 1 of Article XI may not be amended by action of the Board of Directors without the approval of the 

holders of all of the outstanding Common Stock of the Corporation. 

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