[Federal Register Volume 64, Number 240 (Wednesday, December 15, 1999)]
[Notices]
[Pages 70099-70101]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-32473]
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SECURITIES AND EXCHANGE COMMISSION
(Release No. 34-42210; File No. SR-MSRB-99-10)
Self-Regulatory Organizations; Notice of Filing and Immediate
Effectiveness of Proposed Rule Change by the Municipal Securities
Rulemaking Board Amending Rule A-4(d), ``Action Without a Meeting''
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 1, 1999, the Municipal Securities Rulemaking Board
(``MSRB'' or ``Board'') filed with Securities and Exchange Commission
(``SEC'' or ``Commission'') the proposed rule change as described in
Items I, II, and III below, which Items have been prepared by the MSRB.
The Commission is published this notice to
[[Page 70100]]
solicit comments on the proposed rule change from interested person.
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\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The MSRB is proposing to amend its Rule A-4(d) entitled ``Action
Without a Meeting,'' to allow actions on proposed rules and rule
amendments without a Board meeting. Below is the text of the proposed
rule change.
Rule A-4. Meeting of the Board.
(a)-(c) No change.
(d) Action Without a Meeting. Action by the Board[, other than
action on proposed rules or proposed amendments to rules of the
Board,] may be taken without a meeting by written consent of the
Board setting forth the action so taken or by telephone poll of all
members of the Board, provided that, 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.
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 MSRB 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. The MSRB 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
Purpose
Currently Rule A-4(d), entitled ``Action Without a Meeting,''
provides that action by the Board, other than action on proposed rules
or rule amendments, may be taken without a meeting. Instead, action may
be taken either by written consent of the Board or by telephone poll of
all members of the Board, provided that certain administrative
procedures are followed.\3\
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\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 of
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.
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Rule A-4(d) was adopted to allow the Board to act on matters, other
than proposed rules or rule amendments, requiring immediate attention
when it was not possible or practicable to convene a formal Board
meeting.\4\ In the past, Rule A-4(d) has operated effectively and has
allowed the Board the flexibility necessary to respond efficiently and
appropriately to industry and Board needs.\5\
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\4\ See Securities Exchange Act Release No. 34296 (July 1,
1994), 59 FR 35539-01 (July 12, 1994).
\5\ The Board represents that occasionally it has used the
telephone poll method in place of a formal meeting for non-rule
matters.
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However, the Board believes that its rulemaking process has been
delayed in certain instances because Rule A-4(d) prohibits the Board
from taking action on proposed rules and rule amendments without a
formal meeting.\6\ This proposal amends Rule A-4(d) to allow Board
action on proposed rule change will allow it to more efficiently deal
with rulemaking matters of a technical or time-sensitive nature.
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\6\ In its filing, the Board notes that it meets only four times
each year.
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The Board represents that the proposal will not affect the
safeguards established within Rule A-4(d), since these procedures
require that all Board members are kept informed of, and participate
in, any action, including rulemaking matters, taken without a formal
Board meeting.\7\ The Board believes that the proposed rule change is
consistent with Section 15B(b)(2)(C) \8\ and Section 15B(b)(2)(I) \9\
of the Act.
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\7\ See Note 3, supra.
\8\ This section requires, in pertinent part, that the Board's
rules shall:
* * * be designed to prevent fraudulent and manipulative acts
and practices, to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in
regulating, clearing, settling, processing information with respect
to, and facilitating transactions in municipal securities, to remove
impediments to and perfect the mechanism of a free and open market
in municipal securities, and, in general, to protect investors and
the public interest.
\9\ This section authorizes the Board to adopt rules that
provide for the operation and administration of the Board.
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Board 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.
C. Self-Regulatory Organization's Statement on Comments on the Proposed
Rule Change Received From Members, Participants, or Others
The Board neither solicited nor received written comments with
respect to the proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing
for Commission Action
The foregoing rule change is concerned solely with the operation
and administration of the Board and thus, has become effective pursuant
to Section 19(b)(3)(A) \10\ of the Act and subparagraph (f)(2) of Rule
19b-4 thereunder.\11\ At any time within 60 days of the filing of the
proposed rule change, the Commission may summarily abrogate such 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.\12\
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\10\ 15 U.S.C. 78s(b)(3)(A).
\11\ 17 CFR 240.19b-4(f)(2).
\12\ In reviewing this proposal, the Commission has considered
the proposal's impact on efficiency, competition, and capital
formation. 15 U.S.C. 78c(f).
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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, N.W., Washington, D.C. 20549-
0609. 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 Room. Copies of such filing also will be
available for inspection and copying at the principal office of the
MSRB. All submissions should refer to File No.
[[Page 70101]]
SR-MSRB-99-10 and should be submitted by January 5, 2000.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority. \13\
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\13\ 17 CFR 200.30-2(a)(12).
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Jonathan G. Katz,
Secretary.
[FR Doc. 99-32473 Filed 12-14-99; 8:45 am]
BILLING CODE 8010-01-M
