[Federal Register Volume 60, Number 241 (Friday, December 15, 1995)]
[Notices]
[Pages 64466-64467]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-30568]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36570; File No. SR-NSCC-95-14]
Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing and Order Granting Accelerated Approval
of a Proposed Rule Change Amending NSCC's By-Laws to Provide for an
Additional Member of the Board of Directors
December 11, 1995.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(the ``Act''),\1\ notice is hereby given that on November 3, 1995,
National Securities Clearing Corporation (``NSCC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I and II below, which items have been
prepared primarily by NSCC. The Commission is publishing this notice
and order to solicit comments on the proposed rule change from
interested persons and to grant accelerated approval of the proposed
rule change.
\1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The proposed rule change amends Article II, Section 2.1 of NSCC's
by-laws to allow for an additional member of its board of directors.
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, NSCC 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
text of these statements may be examined at the places specified in
Item IV below. NSCC has prepared summaries, set forth in sections (A),
(B), and (C) below, of the most significant aspects of such
statements.\2\
\2\ The Commission has modified parts of these statements.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
When NSCC was originally formed, the number of directors on its
board was sixteen. In order to provide a greater representation by
participants in the management of NSCC, this number was increase to
seventeen in 1984, to eighteen in 1989, and to nineteen in 1994.\3\
Since that time, NSCC has continued to expand its list of participants,
and NSCC believes that it is in its participants' interest that the
number of directors again be increased.\4\ NSCC's by-laws permit the
number of directors to be increased from time to time.\5\ The proposed
rule change consists of an amendment to the by-laws which increases the
number of directors on the board from nineteen to twenty. The
additional participant director will further the opportunity for
participants to be represented on the board.
\3\ Securities Exchange Act Release Nos. 27984 (May 2, 1990), 55
FR 19400 and 33852 (April 13, 1994), 59 FR 17634.
\4\ Pursuant to NSCC's shareholders agreement, one director
represents each of NSCC's shareholders (the New York Stock Exchange,
the American Stock Exchange, and the National Association of
Securities Dealers), one director represents management, and the
remaining directors are selected from NSCC's participants. Thus, the
additional director will be selected from NSCC's participants.
\5\ The number of directors may be increased or decreased at any
time by amendment of the by-laws by either a vote of the
shareholders entitled to vote for election of directors or by
majority of the entire board.
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The proposed rule change is consistent with Section 17A of the Act
in that it increases the opportunity for NSCC's participants to be
involved in the administration of NSCC's affairs.\6\
\6\ 15 U.S.C. 78q-1 (1988).
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(B) Self-Regulatory Organization's Statement on Burden on Competition
NSCC does not believe that the proposed rule change will have an
impact on or impose a burden on competition.
(C) Self-Regulatory Organization's Statement on Comments on the
Proposed Rule Change Received From Members, Participants, or Others
No written comments have been solicited or received. NSCC will
notify the Commission of any written comments received.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Section 17A(b)(3)(C) states that the rules of a clearing agency
must assure fair representation of its shareholders (or members) and
participants in the selection of its directors and administration of
its affairs.\7\ The Commission believes that the proposed increase in
the number of directors on the board is consistent with NSCC's
obligations under Section 17A because the result will be a board which
better reflects NSCC's participants. As a result, participants will be
afforded additional opportunities to raise, discuss, and help resolve
issues that affect them.
\7\ 15 U.S.C. 78q-1(b)(3)(C) (1988).
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NSCC has requested that the Commission find good cause for
approving the proposed rule change prior to the thirtieth day after the
date of publication of notice of the filing. The Commission finds good
cause for so approving the proposed rule change because it will give
NSCC the opportunity to have the additional participant member elected
prior to and possibly participate in NSCC's next board meeting, which
is scheduled for December 14, 1995.
IV. Solicitation of Comments
Interested persons are invited to submit written data, views, and
arguments concerning the foregoing. Persons making written submissions
should file six copies thereof with the Secretary, Securities and
Exchange Commission, 450 Fifth Street NW., Washington, D.C. 20549.
Copies of the submission, 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 Section, 450 Fifth Street N.W.,
Washington, D.C. 20549. Copies of such filing will also be available
for inspection and copying at the principal office of the above-
mentioned self-regulatory organization. All submissions should refer to
the file number SR-NSCC-95-14 and should be submitted January 5, 1996.
It is therefore ordered, pursuant to Section 19(b)(2) of the Act,
that the proposed rule change (File No. SR-NSCC-95-14) be and hereby is
approved.
[[Page 64467]]
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-30568 Filed 12-14-95;8:45am]
BILLING CODE 8010-01-M
