02-180. Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Municipal Securities Rulemaking Board Relating to Rule A-4, on Meetings of the Board

December 27, 2001.

Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 19b-4 thereunder,^[2] notice is hereby given that on December 13, 2001, the Municipal Securities Rulemaking Board (“Board” or “MSRB”) filed with the Securities and Exchange Commission (“Commission” or “SEC”) a proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The MSRB has designated the proposed rule change as concerned solely with the administration of the Board under section 19(b)(3)(A) of the Act, which renders the proposed rule change effective upon receipt by the Commission. The Commission is publishing this notice to solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change

The MSRB has filed with the Commission a proposed rule change to amend rule A-4, on meetings of the Board, to include E-mail as a method of contacting and polling Board members. The text of the proposed rule change is set forth below. Additions are italicized; deletions are bracketed.

Rule A-4. Meetings of the Board

(a) No change.

(b) Notice of Meetings. Notice of the time and place of special meetings of the Board shall be mailed to each member, at such member's address appearing in the records of the Board, not later than the seventh calendar day preceding the date on which the meeting is to be held, or by telephone, [telegraph,] E-mail or personal delivery not later than the third calendar day preceding the date on which the meeting is to be held. Written notice of special meetings of the Board shall be signed by the Secretary to the Board. Notice of a special meeting shall also set forth the purpose or purposes of the meeting and the name or names of the person or persons at whose request the meeting is being called. Notice of a special meeting need not be given to any member who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at the commencement thereof, the lack of notice to such member. No notice of regular meetings of the Board shall be required.

(c) No change.

(d) Action Without a Meeting. Action by the Board may be taken without a meeting by written consent of the Board setting forth the action so taken or by telephone or E-mail poll of all members of the Board, provided that, in the case of action taken by telephone or E-mail poll, the Board, at a meeting, or the chairman of the Board authorizes the action to be taken by such means. The Executive Director shall transmit to each Board member, as soon as practicable after a telephone or E-mail poll is taken, a written statement setting forth the question or questions with respect to which the telephone or E-mail poll was taken and the results of the telephone or E-mail poll. Such statement shall also be entered in the minutes of the next Board meeting. In the case of action taken without a meeting by written consent, [or] telephone or E-mail poll, an affirmative vote of a majority of the whole Board is required.

II. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

In its filing with the Commission, the Board included statements concerning the purpose of and basis for the proposed rule change and discussed any comments it received on the proposed rule change. The texts of these statements may be examined at the places specified in Item IV below. The Board has prepared summaries, set forth in sections A, B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change

1. Purpose

Rule A-4, on meetings of the Board, establishes the procedures and requirements for holding Board meetings, the notice of the time and place required for special meetings, the quorum and voting requirements, and the procedures for taking action without a Board meeting.

Rule A-4(b), on notice of meetings, provides that notice of the time and place of special meetings of the Board shall be mailed to each Board member not later than the seventh calendar day preceding the date on which the meeting is to be held, or by telephone, telegraph or personal delivery not later than the third calendar day preceding the date on which the meeting is to be held. Notice of a special meeting shall also set forth the purposes or purposes of the meeting and the name or names of the person or persons at whose request the meeting is being called.

Rule A-4(d), on action without a meeting, provides that action by the Board may be taken without a meeting by written consent of the Board or by telephone poll of all members of the Board, provided that certain administrative procedures are followed.^[3]

The proposed rule change amends rules A-4(b) and A-4(d) to include E-mail as a method of contacting and polling Board members. The amendment to rule A-4(b) provides that notification of special meetings of the Board may be made by e-mail and it removes notification of such meetings by the use of telegraph. The amendment to rule A-4(d) provides that e-mail may be used in conducting a poll of the Board for action taken without a meeting.

2. Basis

The MSRB has adopted the proposed rule change pursuant to section 15B(b)(2)(I) of the Act, which authorizes the MSRB to adopt rules that provide for the operation and administration of the Board.

B. Self-Regulatory Organization's Statement on Burden on Competition

The MSRB does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act since it only applies to the operation and administration of the MSRB.

C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others

Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action

The MSRB has designated the proposed rule change as concerned solely with the administration of the MSRB under section 19(b)(3)(A) of the Act, which renders the proposed rule change effective upon receipt by the Commission. At any time within 60 days of filing of the proposed rule change, the Commission may summarily abrogate the proposed rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act.

IV. Solicitation of Comments

Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Persons making written submissions should file six copies thereof with the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609. Copies of the submissions, all subsequent amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for inspection and copying in the Commission's Public Reference Room. Copies of the filing will also be available for inspection and copying at the MSRB's principal offices. All submissions should refer to File No. SR-MSRB-2001-09 and should be submitted by January 25, 2002.

For the Commission by the Division of Market Regulation, pursuant to delegated authority.^[4]

Margaret H. McFarland,

Deputy Secretary.

Footnotes

1.  15 U.S.C. 78s(b)(1).

2.  17 CFR 240.19b-4.

3.  The administrative procedures contained in rule A-4(d) are:

* * * in the case of action taken by telephone poll, the Board, at a meeting, or the chairman of the Board authorizes the action to be taken by such means. The Executive Director shall transmit to each Board member, as soon as practicable after a telephone poll is taken, a written statement setting forth the question or questions with respect to which the telephone poll was taken and the results of the telephone poll. Such statement shall also be entered in the minutes of the next Board meeting. In the case of action taken without a meeting by written consent or telephone poll, an affirmative vote of a majority of the whole Board is required.

4.  17 CFR 200.30-3(a)(12)