October 24, 2022

VIA CFTC PORTAL

Christopher J. Kirkpatrick

Office of the Secretariat

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street, N.W.

Washington, DC 20581

Re: Rule Certification Concerning Corrections to OCC’s By-Laws

Dear Secretary Kirkpatrick:

Pursuant to Section 5c(c)(1) of the Commodity Exchange Act, as amended (“Act”), and 

Commodity Futures Trading Commission (“CFTC”) Regulation 40.6, The Options Clearing 

Corporation (“OCC”) hereby certifies a proposed rule change to make certain corrections to OCC’s 

By-Laws. The date of implementation of the rule is at least 10 business days following receipt of 

the certification by the CFTC. The proposal has also been submitted to the Securities and Exchange 

Commission (“SEC”) under Section 19(b) of the Securities Exchange Act of 1934 (“Exchange Act”)

and Rule 19b-4 thereunder. 

In conformity with the requirements of Regulation 40.6(a)(7), OCC states the following:

Explanation and Analysis

The purpose of this rule certification is to amend OCC’s By-Laws to (i) correct an 

inadvertent omission and typographical error in a prior rule filing and (ii) correct an erroneous crossreference and make other conforming changes consistent with a reorganization effected by another 

prior proposed rule change. Amendments to OCC’s By-Laws are included in Exhibit A. Material 

proposed to be added is marked by underlining, and material proposed to be deleted is marked with 

strikethrough text. All terms with initial capitalization that are not otherwise defined herein have the 

same meaning as set forth in the By-Laws and Rules.1

1 OCC’s By-Laws and Rules can be found on OCC’s public website: 

https://www.theocc.com/Company-Information/Documents-and-Archives/By-Laws-andRules.
Christopher J. Kirkpatrick

October 24, 2022

Page 2

As a self-regulatory organization (“SRO”) that is registered as a covered clearing agency 

under the Securities Exchange Act of 1934 (“Exchange Act”), as amended,2 and a derivatives 

clearing organization (“DCO”) under the Act,

3 OCC files proposed changes to its rules with the SEC 

and the CFTC, including changes to OCC’s By-Laws and Rules.4 SEC and CFTC regulations 

require that SROs maintain clear and transparent governance arrangements.5 In order to enhance the 

clarity and transparency of its By-Laws, OCC is proposing amendments that would (1) correct an 

inadvertent omission and typographical error introduced by a prior rule filing and (2) correct an 

erroneous cross-reference and make other conforming changes consistent with a reorganization 

effected by another prior proposed rule change. 

1. Typographical Error Correction

First, OCC has identified an inadvertent omission and typographical error in the text of a 

prior proposed rule change:

• The reference to “Treasurer” in Article IV, Section 2 would be replaced with “Chief 

Financial Officer,” consistent with the intent of the proposed rule change (SR-OCC-2021-

010) that amended Section 11 of that Article to address the appointment and responsibilities 

of a Chief Financial Officer, rather than a Treasurer.6

• OCC would also amend Section 11 of Article IV (Chief Financial Officer), to correct an 

inadvertent reference to “Chief Compliance Officer,” rather than the Chief Financial Officer, 

also consistent with the intent of that proposed rule change.7

2. Correcting An Erroneous Cross-Reference

OCC has also identified an erroneous cross-reference to provisions that had been relocated 

by a prior rule change. Specifically, in a proposed rule change filing concerning the Board’s ability 

to appoint a non-executive Chairman (SR-OCC-2021-007), OCC also revised the provision of the 

By-Laws concerning the Member Vice Chairman of the Board by relocating the second and third 

sentence of Article IV, Section 1 (concerning the appointment of the Vice Chairman) to Article IV, 

2 15 U.S.C. § 78s.

3 7 U.S.C. § 7a-1.

4 See 17 CFR 240.19b-4 (SRO proposed rule changes filed with the SEC); 17 CFR 40.6 (DCO 

self-certifications filed with the CFTC).

5 See 17 CFR 240.17Ad-22(e)(2)(i) (with respect to governance arrangements of covered 

clearing agencies); 17 CFR 39.24(a)(1)(iii) (with respect to DCO governance arrangements).

6 See Exchange Act Release No. 93436 (Oct. 27, 2021), 86 FR 60499, 60500 (Nov. 2, 2021) 

(SR-OCC-2021-010).

7

Id.
Christopher J. Kirkpatrick

October 24, 2022

Page 3

Section 7 (concerning the responsibilities of the Vice Chairman).8 By relocating the second sentence 

of Section 1, the change orphaned a cross-reference to that sentence in Article XI, Section 1, which 

concerns those By-Laws that require stockholder approval to amend. 

To correct the erroneous cross reference in Article XI, OCC proposes to move current Article 

IV, Section 7 in its entirety to Article III, which is the Article that concerns the make-up of the 

Board and the responsibilities of directors. Article IV, Section 7 would be re-titled “Member Vice 

Chairman of the Board”9 and become Article III, Section 9A, consistent with the establishment of 

Article III, Section 9 (Chairman of the Board) by File No. SR-OCC-2021-007.10 Accordingly, the 

proposed change would consolidate provisions concerning the appointment and responsibilities of 

the Chairman and Member Vice Chairman of the Board into a single By-Law Article. In turn, OCC 

would amend Article XI, Section 1 by deleting the current cross-reference to the second sentence of 

Article IV, Section 1. No additional cross-reference to the relocated provisions would be necessary 

because Article XI, Section 1 already applies to Article III in its entirety.

Consistency with DCO Core Principles

OCC reviewed the DCO core principles (“Core Principles”) as set forth in the Act, the

regulations thereunder, and the provisions applicable to a DCO that elects to be subject to the 

provisions of 17 CFR Subpart C (“Subpart C DCO”). During this review, OCC identified the 

following as potentially being impacted:

Governance Arrangements. OCC believes that implementing the proposed changes are 

consistent with Core Principle O,11 and CFTC Regulation 39.24 thereunder,12 which require each 

DCO to have governance arrangements that, among other things, are clear and transparent. In 

addition, a DCO’s governance arrangement must include clear and direct lines of responsibility and 

accountability and clearly specify the roles and responsibilities of directors and management.13 By 

correcting errors and applying conforming changes, the changes discussed above are intended to 

support the maintenance of OCC’s By-Laws and improve the clarity and transparency of the 

governance arrangements addressed therein, including with respect to the By-Law provisions that 

address the responsibilities of the Chief Financial Officer and the Member Vice Chairman. 

8 See Exchange Act Release No. 93102 (Sept. 22, 2021), 86 FR 53718, 53720 (Sept. 28, 2021) 

(SR-OCC-2021-007).

9 As provided by current Article IV, Section 7, the Vice Chairman of the Board is selected 

from the Member Directors and is referred to as the “Member Vice Chairman.”

10 Id. at 53719.

11 7 USC 7a-1(c)(2)(O).

12 17 CFR 39.24.

13 See 17 CFR 39.24(b)(4) – (6).
Christopher J. Kirkpatrick

October 24, 2022

Page 4

Opposing Views

No substantive opposing views were expressed related to the rule amendments by OCC’s 

Board members, Clearing Members or market participants. 

Notice of Pending Rule Certification

OCC hereby certifies that notice of this rule filing has been given to Clearing Members of 

OCC in compliance with Regulation 40.6(a)(2) by posting a copy of this certification on OCC’s 

website concurrently with the filing of this submission.

Certification

OCC hereby certifies that the rule set forth at Exhibit A of the enclosed filing complies with 

the Act and the CFTC’s regulations thereunder. 

Should you have any questions regarding this matter, please do not hesitate to contact 

me.

Sincerely,

/s/ Mark C. Brown

Mark C. Brown

Associate General Counsel

Enclosure: Exhibit A