[Federal Register Volume 61, Number 185 (Monday, September 23, 1996)]
[Notices]
[Page 49806]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-24252]
[[Page 49806]]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No 34-37679; File No. SR-NSCC-96-17]
Self-Regulatory Organizations; National Securities Clearing
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed
Rule Change Relating to Substitution of Officer Titles
September 13, 1996.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on August 29, 1996, the
National Securities Clearing Corporation (``NSCC'') filed with the
Securities and Exchange Commission (``Commission'') the proposed rule
change as described in Items I, II and III below, which items have been
prepared primarily by NSCC. The Commission is publishing this notice to
solicit comments on the proposed rule change from interested persons.
---------------------------------------------------------------------------
\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 would revise NSCC's by-laws and rules to
replace the titles of ``First Vice President,'' ``Senior Vice
President,'' and ``Executive Vice President'' with the new titles of
``Senior Managing Director'' and ``Managing Director.''\2\
---------------------------------------------------------------------------
\2\ Although the titles of ``First Vice President'' and ``Senior
Vice President'' do not appear in NSCC's rules and by-laws, such
titles have been used in practice.
---------------------------------------------------------------------------
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 receive 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.\3\
---------------------------------------------------------------------------
\3\ The Commission has modified such summaries.
---------------------------------------------------------------------------
(A) Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In order to conform with how NSCC and many firms in the industry
operate, NSCC has created new titles, ``Managing Director'' and
``Senior Managing Director,'' in lieu of the titles ``First Vice
President,'' ``Senior Vice President,'' and ``Executive Vice
President.'' The purpose of this rule change is to modify NSCC's rules
and by-laws to accommodate this change. Article III, Section 3.1 of
NSCC's by-laws is being amended to establish the positions of Managing
Director and Senior Managing Director as officers of NSCC.\4\ Article
III, Section 3.4, which sets forth the powers and duties of Executive
Vice Presidents, is being amended to replace Executive Vice President
with Senior Managing Directors/Managing Directors. Section 3.5, which
describes the powers and duties of Vice Presidents, is being revised to
establish the Senior Managing Director and Managing Director's
precedence over Vice Presidents.\5\ Article I, Sections 1.2 and 1.8 of
the by-laws are being revised to permit Managing Directors to call
special meetings and to serve as presiding officers of meetings.
---------------------------------------------------------------------------
\4\ Section 3.1 still permits NSCC to designate a Vice President
as Executive Vice President or Senior Vice President.
\5\ The position of Vice President will remain.
---------------------------------------------------------------------------
NSCC's rules and procedures are being amended to authorize officers
of certain levels to act in those instances where First Vice
Presidents, Senior Vice Presidents, or Executive Vice Presidents were
formerly authorized to take certain actions. Specially, Rule 22,
Suspension of Rules, is being amended to allow the General Counsel,
instead of the Executive Vice President to extend, waive, or suspend
time requirements fixed by NSCC's rules. Rules 23, Action by the
Corporation, and 33, Procedures, are being revised to replace Executive
Vice President with Senior Managing Director and Managing Director.
Senior Managing Directors and Managing Directors are now permitted to
act for NSCC and to prescribe procedures and regulations upon
delegation of authority by the Board.
The proposed rule change is consistent with the requirements of
Section 17A of the Act \6\ in that it makes technical modifications to
NSCC's by-laws and rules so that they coincide with NSCC's new internal
management structure.
---------------------------------------------------------------------------
\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 impact 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 by NSCC.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
The foregoing rule change has become effective pursuant to Section
19(b)(3)(A)(iii) of the Act \7\ and Rule 19b-4(e)(3) \8\ thereunder in
that the proposed rule change is concerned solely with the
administration of NSCC. At any time within sixty days after the filing
of such 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.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988).
\8\ 17 CFR 240.19b-4(e)(3) (1996).
---------------------------------------------------------------------------
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, N.W., 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. Sec. 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 a the principal office of the NSCC. All
submissions should refer to File No. SR-NSCC-96-17 and should be
submitted by October 15, 1996.
For the Commission by the Division of Market Regulation,
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
[FR Doc. 96-24252 Filed 9-20-96; 8:45 am]
BILLING CODE 8010-01-M