[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] ----------------------------------------------------------------------- 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). --------------------------------------------------------------------------- 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. --------------------------------------------------------------------------- (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. --------------------------------------------------------------------------- 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). --------------------------------------------------------------------------- (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). --------------------------------------------------------------------------- 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