[Federal Register Volume 60, Number 169 (Thursday, August 31, 1995)]
[Notices]
[Pages 45506-45507]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 95-21624]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-36153; File No. SR-NASD-95-36]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by National Association of Securities Dealers, Inc. Relating to 
Schedule B to the NASD By-Laws

August 25, 1995.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on August 
22, 1995, the National Association of Securities Dealers, Inc. 
(``NASD'' or ``Association'') filed with the 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 NASD. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The NASD is proposing to amend Schedule B to the NASD By-Laws \1\ 
to delete information text on the number of members of the NASD Board 
of Governors (``Board'') elected from each district. Below is the text 
of the proposed rule change. Proposed deletions are in brackets.

    \1\ NASD Manual, Schedules to the By-Laws, Schedule B (CCH) 
para. 1772.
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Schedules to the By-Laws

Schedule B

    The number and territorial boundaries of the several districts 
established as provided in Section 1 of Article VIII [and the number of 
Governors elected from the several districts established as provided in 
Section 4(b) of Article VII of the By-Laws of the Corporation] are as 
follows:
    District No. 1 State of Hawaii; in the State of California, the 
Counties of Monterey, San Benito, Fresno and Inyo, and the remainder of 
the State North or West of such Counties; and in the State of Nevada, 
the Counties of Esmeralda and Nye, and the remainder of the State North 
or West of such Counties.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 1.]

    District No. 2 In the State of California, that part of the State 
South or East of the Counties of Monterey, San Benito, Fresno and Inyo; 
and, in the State of Nevada, that part of the State South or East of 
the Counties of Esmeralda and Nye, and all Pacific possessions and 
territories of the United States.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No 2.]

    District No. 3 States of Alaska, Arizona, Colorado, Idaho, Montana, 
New Mexico, Oregon, Utah, Washington and Wyoming.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 3.]

    District No. 4 States of Iowa, Kansas, Minnesota, Missouri, 
Nebraska, North Dakota and South Dakota.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 4.]

    District No. 5 States of Alabama, Arkansas, Kentucky, Louisiana, 
Mississippi, Oklahoma and Tennessee.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 5.]

    District No. 6 State of Texas.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 6.]

    District No. 7 States of Florida, Georgia, North Carolina, and 
South Carolina, Puerto Rico, Canal Zone and the Virgin Islands.

[Two Governors shall be elected from and by the members of the 
Corporation eligible to vote in District No. 7.]

    District No. 8 States of Illinois, Indiana, Michigan, Ohio and 
Wisconsin, and, in the State of New York, the Counties of Monroe, 
Livingston and Steuben, and the remainder of the State West of such 
Counties.

[Two Governors shall be elected from and by the members of the 
Corporation eligible to vote in District No. 8.]

    District No. 9 The District of Columbia, and the States of 
Delaware, Maryland, Pennsylvania, Virginia and West Virginia, and, in 
the State of New Jersey, the Counties of Atlantic, Burlington, Camden, 
Cape May, Cumberland, Gloucester, Mercer, Ocean and Salem.

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 9.]

    District No. 10 In the State of New York, the Counties of Nassau, 
Orange, Putnam, Rockland, Suffolk, Westchester, and the five Boroughs 
of New York City, and the State of New Jersey (except for the Counties 
of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, 
Mercer, Ocean and Salem).

[Three Governors shall be elected from and by the members of the 
Corporation eligible to vote in District No. 10.]

    District No. 11 States of Connecticut, Maine, Massachusetts, New 
Hampshire, Rhode Island, Vermont and New York (except for the Counties 
of Nassau, Orange, Putnam, Rockland, Suffolk, and Westchester; the 
Counties of Monroe, Livingston and Steuben, and the remainder of the 
State West of such Counties; and the five Boroughs of New York City).

[One Governor shall be elected from and by the members of the 
Corporation eligible to vote in District No. 11.]

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 NASD 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 NASD 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

    (a) Schedule B to the NASD By-Laws includes information on the 
boundaries of each district office of the NASD and on the number of 
members of the Board elected from each district. The NASD is proposing 
to amend Schedule B to the NASD By-Laws to delete provisions that 
specify the number of members of the Board currently approved to be 
elected from each district. The inclusion of the text regarding 
district representation on the Board in Schedule B to the NASD By-Laws 
was intended to be informational only. The operative rule with respect 
to the election of district representatives to the Board, however, is 
Article VII, Section 4(b) of the By-Laws which requires that each 
district shall elect one Board member, authorizes the Board to 
determine which districts, if any, shall elect more than one Governor, 
and--in general--authorizes the Board to make appropriate changes in 
the number or boundaries of the districts or the number of Governors 
elected by each district to provide fair 

[[Page 45507]]
representation of members and districts. The NASD believes that the 
informational language in Schedule B to the NASD By-Laws specifying the 
number of Governors from each district unnecessarily limits the ability 
of the Board to act under Section 4(b) to make changes in the 
composition of the Board. The NASD is proposing, therefore, to 
eliminate the inclusion of rule language regarding district 
representation on the Board in Schedule B to the NASD By-Laws in order 
to ensure that the Board has flexibility to act with respect to the 
composition of the Board of Governors.
    The NASD has requested that the SEC approve the proposed rule 
change on or before September 30, 1995 in order that the new rule may 
be effective with respect to the NASD's election procedures which 
commence on October 1, 1995 with respect to Board membership in 1996.
    (b) The NASD believes that the proposed rule change is consistent 
with the provisions of Section 15A(b)(4) of the Act,\2\ which require 
that the rules of the Association provide for the fair representation 
of its members in the selection of its directors and administration of 
its affairs in that the proposed rule change is intended to eliminate 
rule language regarding district representation on the Board in 
Schedule B to the NASD By-Laws which unnecessarily limits the ability 
of the Board of Governors under Article VII, Section 4(b) of the NASD 
By-Laws to make changes in the composition of the Board.

    \2\ 15 U.S.C. 78o-3.
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    The NASD does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act, as amended.

(C) Self-Regulatory Organization's Statement on Comments on the 
Proposed Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

III. Date of Effectiveness of the Proposed Rule Change and Timing for 
Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    A. By order approve such proposed rule change, or
    B. Institute proceedings to determine whether the proposed rule 
change should be disapproved.

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 Room. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
NASD. All submissions should refer to the file number in the caption 
above and should be submitted by September 21, 1995.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority, 17 CFR 200.30-3(a)(12).
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 95-21624 Filed 8-30-95; 8:45 am]
BILLING CODE 8010-01-M