[Federal Register Volume 61, Number 236 (Friday, December 6, 1996)] [Notices] [Pages 64780-64781] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 96-31081] ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION [Release No. 34-38005; File No. SR-MBSCC-96-07] Self-Regulatory Organizations; MBS Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Modifying MBS Clearing Corporation Rules and By-Laws December 2, 1996. Pursuant to Section 19(b))1)\1\ of the Securities Exchange Act of 1934 (``Act''), notice is hereby given that on October 29, 1996, the MBS Clearing Corporation (``MBSCC'') 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 MBSCC. The Commission is publishing this notice to solicit comments from interested persons on 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 modifies MBSCC's rules and by-laws to create the new title of Managing Director. II. Self-Regulatory Organization's Statement of the Purpose of and Statutory Basis for, the Proposed Rule Change In its filing with the Commission, MBSCC 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. MBSCC 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 the text of the summaries prepared by MBSCC. --------------------------------------------------------------------------- (A) Self-Regulatory Organization's Statement of the Purpose of, and Statutory Basis for, the Proposed Rule Change In order to conform with how MBSCC and many firms in the industry operate, MBSCC has created the new title of Managing Director. The purpose of the proposed rule change is to modify MBSCC's rules and by- laws to accommodate the change in MBSCC's internal management structure. Article V, Rule 1 of MBSCC's rules is being amended to establish the authority of a Managing Director to act for the Corporation. Article V, Section 5.1 of MBSCC's by-laws, which describes the designation, number, and selection process for the officers of MBSCC, is being amended to establish the office of managing director and the number of managing directors that will serve as officers of the corporation. Article V, Section 5.6 is being added to the by-laws to describe the duties and responsibilities of Managing Directors. Article V, Section 5.7 is being amended to include the Managing Director as an officer for whom the vice president shall act in the Managing Director's absence. Article V, Section 5.9 and 5.10 are being amended to include the Managing Director as an officer authorized to sign certificates of stock with the secretary or assistant secretary. Article 7, Section 7.1 is being amended to include the Managing Director as one of several officers who must sign, along with the secretary or treasurer, the stockholer's certificate certifying the number of shares owned by the stockholder in the corporation. The proposed rule change is consistent with the requirements of Section 17A of the Act \3\ and the rules and regulations thereunder because it makes technical modifications to MBSCC's rules and by-laws so that they coincide with MBSCC's new internal management structure. --------------------------------------------------------------------------- \3\ 15 U.S.C. 78q-1 (1988). --------------------------------------------------------------------------- (B) Self-Regulatory Organization's Statement on Burden on Competition MBSCC 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. MBSCC will notify the Commission of any written comments received by MBSCC. 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) \4\ of the Act and pursuant to Rule 19b-4(e)(3) \5\ promulgated [[Page 64781]] thereunder in that the proposed rule change is concerned solely with the administration of MBSCC. At any time within sixty days of 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. --------------------------------------------------------------------------- \4\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988). \5\ 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. 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 also will be available for inspection and copying at the principal office of MBSCC. All Submissions should refer to File No. SR-MBSCC-96-07 and should be submitted by December 27, 1996. For the Commission by the Division of Market Regulation, pursuant to delegated authority.\6\ --------------------------------------------------------------------------- \6\ 17 CFR 200.30-3(a)(12) (1996). --------------------------------------------------------------------------- Margaret H. McFarland, Deputy Secretary. [FR Doc. 96-31081 Filed 12-5-96; 8:45 am] BILLING CODE 8010-01-M