[Federal Register Volume 61, Number 203 (Friday, October 18, 1996)]
[Notices]
[Pages 54475-54476]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-26716]


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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37806; File No. SR-GSCC-96-10]


Self-Regulatory Organizations; Government Securities Clearing 
Corporation; Notice of Filing and Immediate Effectiveness of a Proposed 
Rule Change Relating to Substitution of Officer Titles

October 10, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on September 19, 1996, the 
Government Securities Clearing Corporation (``GSCC'') 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 GSCC. On September 30, 1996, GSCC filed an 
amendment to the proposed rule change.\2\ The Commission is publishing 
this notice to solicit comments on the proposed rule change from 
interested persons.
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    \1\ 15 U.S.C. 78s(b)(1) (1988).
    \2\ Letter from Karen Walraven, Vice President and Associate 
Counsel, GSCC, to Jerry W. Carpenter, Assistant Director, Division 
of Market Regulation, Commission (September 27, 1996).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The proposed rule change will revise GSCC's by-laws and rules to 
replace the titles of ``First Vice President,'' ``Senior Vice 
President,'' and ``Executive Vice President'' with 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, GSCC 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. GSCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of such 
statements.\3\
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    \3\ The Commission has modified such summaries.
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(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In order to conform GSCC's management structure with that of its 
members, GSCC has created a new title, ``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 GSCC's rules and by-laws to accommodate this change. Article 
III, Section 3.1 of GSCC's by-laws is being amended to establish the 
position of Managing Director as an officer of GSCC. Similarly, the 
definition of ``Officer of the Corporation'' contained in Rule 1 is 
being amended to replace First Vice President, Executive Vice 
President, and Senior Vice President with Managing Director. Article 
III, Section 3.5, which describes the powers and duties of Vice 
Presidents, is being revised to establish the powers and duties in 
Managing Directors that currently exists in Vice Presidents.\4\ Article 
I, Sections 1.2 and 1.8 and Article V, Section 5.1 of the by-laws are 
being revised to permit Managing Directors, rather than Vice 
Presidents, to call special meetings, to serve as presiding officers of 
meetings, and to sign GSCC's share certificates.
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    \4\ In the absence or inability of the President to act, Section 
3.5 is amended to replace Vice President with Managing Director as 
that officer who is to act in place of the President.
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    GSCC's rules are being amended to authorize Managing Directors to 
act in those instances where First Vice Presidents, Senior Vice 
Presidents, or Executive Vice Presidents were formerly authorized to 
take certain actions. Specifically, Rule 22, Suspension of Rules, is 
being amended to allow any officer having a rank of Managing Director 
or higher, instead of any officer to extend, waive, or suspend time 
requirements fixed by GSCC's rules.\5\ Rule 23, Action by the 
Corporation, is being revised to allow only officers having a rank of 
Managing Directors or higher to act for GSCC.
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    \5\ Pursuant to the definition of officer of GSCC, the positions 
of Chairman of the Board, Vice Chairman of the Board, and President 
have a higher rank than Managing Director.
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    The proposed rule change is consistent with the requirements of 
Section 17A of the Act \6\ in that it makes technical modifications to 
GSCC's by-laws and rules so that they coincide with GSCC's new internal 
management structure.
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    \6\ 15 U.S.C. 78q-1 (1988).
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(B) Self-Regulatory Organization's Statement on Burden on Competition

    GSCC 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

    Written comments relating to the proposed rule change have not yet 
been solicited or received. Members will be notified of the rule change 
filing and comments will be solicited by an Important Notice. GSCC will 
notify the Commission of any written comments received by it.

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 GSCC. 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

[[Page 54476]]

necessary or appropriate in the public interest, for the protection of 
investors, or otherwise in furtherance of the purposes of the Act.
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii) (1988).
    \8\ 17 CFR 240.19b-4(e)(3) (1996).
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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 will also be available 
for inspection and copying at the principal office of GSCC. All 
submissions should refer to File No. SR-GSCC-96-10 and should be 
submitted by November 8, 1996.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 96-26716 Filed 10-17-96; 8:45 am]
BILLING CODE 8010-01-M