Via Portal Submission

June 23, 2023

MGEX Submission No. 23-37

Mr. Christopher Kirkpatrick

Secretary of the Commission

Commodity Futures Trading Commission

Three Lafayette Centre

1155 21st Street NW

Washington, DC 20581

RE: Rule Certification Submission Pursuant to Regulation 40.6(a); Amendments to MGEX 

Bylaws and Rules

Dear Mr. Kirkpatrick:

Pursuant to Commodity Exchange Act (“CEAct”) Section 5c and Commodity Futures Trading Commission 

(“CFTC” or “Commission”) Regulation 40.6(a), the Minneapolis Grain Exchange, LLC (“MGEX” or 

“Exchange”) hereby certifies that the amendments to MGEX Bylaws 2.3., 2.4., 2.5., 3.1., 3.2., MGEX 

Chapter 1 Definitions, and MGEX Rule 2.1.13., as set forth in Exhibit A, comply with the CEAct and the 

Commission regulations promulgated thereunder (the “Proposed Amendments”). MGEX further certifies 

that the submission and pending changes to the MGEX Bylaws and Rules have been posted on the 

Exchange website at the following link: http://www.mgex.com/regulation.html.

Overview of Bylaw and Rule Amendments

The Proposed Amendments to the above-referenced Bylaws and Rules clarify the Board of Directors’

authority to delegate certain rulemaking authority to a Committee of the Board or to one or more officers or 

employees of the Exchange.

DCO Core Principles

MGEX has reviewed the Core Principles for deriviatives clearing organizations (“DCO Core Principles”) and

has determined that the Proposed Amendments comply with the requirements of such principles. During 

the review, MGEX identified the following DCO Core Principle as potentially being impacted: 

• DCO Core Principle O – Governance: CFTC Regulation 39.24(a) requires, in part, that DCOs have 

governance arrangements that are written, clear, and transparent. CFTC Regulation 39.24(b) 

further requires, in part, that DCOs have governance arrangements that are clear and documented; 

describe the structure pursuant to which the board of directors, committees, and management 

operate; include clear and direct lines of responsibility and accountability; clearly specify roles and 

responsibilities of the board of directors and its committees; and are disclosed, as appropriate, to 

the Commission, other relevant authorities, clearing members, customers of clearing members, 

owners of the DCO, and to the public. The Proposed Amendments clarify the MGEX Board of 

Directors’ authority in the Bylaws to delegate certain rulemaking authority to a Committee of the 

Board or to one or more officers or employees of the Exchange, which serve to provide

transparency with respect to the MGEX Board of Directors’ authority and lines of responsibility.
MINNEAPOLIS GRAIN EXCHANGE, LLC

400 South 4th Street | 130 Grain Exchange Building | Minneapolis, MN 55415

612-321-7101

mgex.com

Pursuant to MGEX Bylaw 3.1., the Board unanimously approved the Proposed Amendments at its meeting 

held on June 22, 2023. There were no substantive opposing views expressed by the Board, nor is the 

Exchange aware of any substantive opposing views with respect to this filing. The Proposed Amendments 

are to be effective when incorporated into the MGEX Rulebook and posted on its website, which will be at 

least 10 business days following the date of this submission. 

If there are any questions regarding this submission, please contact me at (612) 321-7176 or 

jkrause@mgex.com. Thank you for your attention to this matter.

Sincerely,

James D. Krause

Associate Corporate Counsel, DCO & Int’l

Enclosure
MINNEAPOLIS GRAIN EXCHANGE, LLC

400 South 4th Street | 130 Grain Exchange Building | Minneapolis, MN 55415

612-321-7101

mgex.com

EXHIBIT A

The following MGEX Bylaws and Rules are to be amended. Additions are underlined while deletions 

are marked through.

BYLAWS

2.3. POWERS OF THE BOARD.

The Board of Directors is the governing body of the Exchange and has the power to:

A. Manage the business, affairs, and property of the Exchangecontrol all property of the 

Exchange;

B. provideProvide, acquire and maintain suitable Exchange quarters and facilities;

C. review Review and approve the creation of and all appointments to standing and special 

committees recommended by the Chairperson;

D. Rreview and approve the appointment of a President;

E. Rreview and approve the appointment, titles and responsibilities of all Exchange 

employees above the level of department head;

F. delegate its powers to committees of the Board, or officers or employees, if such delegation 

is not inconsistent with the Charter, Bylaws, Rules, customs, or usages of the Exchange;

G.F. Aapprove all contracts to be executed on behalf of the Exchange by the Chairperson, 

President, or other designated officers; 

H.G. dDesignate and authorize specific appointed officers to act on behalf of the Board to 

execute contracts within specified limits;

I.H. appoint Appoint Counsel to the Board;

J.I. determine Determine the commodities traded, the delivery months, Hours of Trading, the 

days of the contract month in which delivery may be made, and margin requirements;

K.J. declare Declare any day to be a holiday, during which the Exchange shall not be open for 

business;

L.K. adopt Adopt, or amend, or repeal any changes to the MGEX Charter, Bylaws, and Rules;

M.L. act Act in emergencies (See Bylaw 2.4.);

N. Delegate any of its powers under these Bylaws to a Committee of the Board or to any 

officer or employees of the Exchange, provided the delegation is not inconsistent with the 

Charter, Bylaws, Rules, customs, or usages of the Exchange. amend the Charter as 

necessary to conform to MGEX Bylaws or Rules.

O.M.
MINNEAPOLIS GRAIN EXCHANGE, LLC

400 South 4th Street | 130 Grain Exchange Building | Minneapolis, MN 55415

612-321-7101

mgex.com

Any authority or discretion by these Bylaws vested in the Chairperson, President, or other officers or any 

committee shall not be construed to deprive the Board of such authority or discretion and, in the event of a 

conflict, the determination of the matter by the Board shall prevail.

2.4. EMERGENCY POWERS.

When in the opinion sole discretion of the Exchange an emergency exists, the Exchange shall have the 

power to:

A. close Close the Exchange; 

B. suspend Suspend trading in any or all Futures or Options Contracts, including trading in 

settlement of any then existing Futures or Options Contracts; 

C. prohibit Prohibit trading in any or all Futures or Options Contracts at prices above or below 

such limits as are specified by the Exchange;

D. lLimit the total amount of open speculative Futures or Options trades that any Market 

Participant may have at any one time in any or all commodities, and to increase, decrease 

or cancel such limitations as the Exchange deems advisable. The Exchange may require 

such reports and may make such MGEX Rules as it deems necessary to enforce such 

limitations;

PROVIDED, however, that the establishing of any such limit shall not be deemed to require 

that total amounts of such trades acquired before the effective date of such limitations be 

reduced to such limit;

E. take Take other appropriate emergency action.

If and when the Exchange has acted under the authority granted by this Bylaw, it may adopt such MGEX 

Rules as the Exchange deems necessary and proper and for the best interests of all concerned. Notice of 

any action taken by the Exchange pursuant to the authority granted by this Bylaw shall be posted on the 

Bulletin Board. Such action shall become effective when, and for such period of time, as determined by the 

Exchange, but not prior to the time of the posting of notice thereof on the Bulletin Board.

2.5. BOARD DELEGATION TO OFFICERS OF THE EXCHANGE.

Each of the officers of the Company shall, unless otherwise ordered by the Board, have such powers and 

duties as customarily pertain to the respective office, and such further powers and duties as from time to 

time may be conferred by the Board, or by an officer delegated such authority by the Board. The Board 

may delegate the duties and powers of any officer of the Company to any other officer or to any Director 

for a specified period of time and for any reason that the Board may deem sufficient.

3.1. ADOPTION OR AMENDMENT OF BYLAWS AND RULES: PROCEDURE.

The Board of Directors may shall have the authority to adopt, or amend, or repeal any MGEX Bylaw or

Rule. The Board may delegate its authority to adopt, amend, or repeal any MGEX Bylaw or Rule to a 

Committee of the Board or to one or more officers or employees of the Exchange. by majority vote.

3.2. ADOPTION OR AMENDMENT OF BYLAWS AND RULES: DATE EFFECTIVE.

Unless specifically provided otherwise by the Board of Directors or its designee, MGEX Bylaws and Rules 

shall become effective as of the first business day following the date that the Exchange publishes the 

amendment on its website (www.mgex.com).
MINNEAPOLIS GRAIN EXCHANGE, LLC

400 South 4th Street | 130 Grain Exchange Building | Minneapolis, MN 55415

612-321-7101

mgex.com

RULES

BYLAWS: The Bylaws of the Exchange, duly adopted by the Board of Directors.

RULES: The Rules, Regulations, Resolutions, Interpretations, procedures, customs, and usages of the 

Exchange adopted in accordance with the Bylaws. The Rules shall also include the interpretations, orders, 

resolutions, advisories, notices, manuals, policies and procedures of the Exchange and all amendments 

thereto, duly adopted by the Board of Directors.

2.1.13. EXCHANGE OFFICER AMENDMENTS. 

The Exchange Officers, by majority vote, shall have the authority to amend any Rule without a vote of the 

Ownership LLC Member or the Board of Directors or its designee when such amendment does not alter 

the intent of the Rule or is otherwise non-substantive. Examples of amendments include, but are not limited 

to, the modification or elimination of letters, numbers, words, phrases, sentences, Rule numbers, Rule titles, 

chapter numbers, chapter titles, and cross references (internal and to applicable law) necessary to maintain 

accurate and current Rules, or non-substantive changes necessary to comply with any non-substantive 

change in law, statute or governing legal authority.