[Federal Register Volume 62, Number 12 (Friday, January 17, 1997)]
[Notices]
[Pages 2703-2704]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-1218]


[Release No. 34-38163; File No. SR-ISCC-96-06]
January 13, 1997.


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

    Pursuant to Section 19(b)(1)\1\ of the Securities Exchange Act of 
1934 (``Act''), notice is hereby given that on December 11, 1996, the 
International Securities Clearing Corporation (``ISCC'') 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 ISCC. 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).
---------------------------------------------------------------------------

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

    The proposed rule change modifies ISCC'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, ISCC 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. ISCC 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 ISCC.
---------------------------------------------------------------------------

(A) Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In order to conform with how ISCC and many firms in the industry 
operate, ISCC has created the new title of managing director. The 
purpose of the proposed rule change is to modify ISCC's rules and by-
laws to accommodate the change in ISCC's internal management structure. 
Section 3.1 of the by-laws is amended to reflect the creation of the 
new position of managing director and also to permit ISCC to designate 
one or more vice presidents as senior vice presidents. The proposed 
rule change amends Section

[[Page 2704]]

3.5 of the by-laws to provide managing directors with the powers and 
duties formerly given to executive vice presidents. Sections 1.2 and 
1.8 of the by-laws are amended to permit managing directors to call 
special shareholder meetings and to act as presiding officer at a 
shareholder meeting. Section 3.6 is amended to provide that in the 
event the President is unable to act, managing directors, executive 
vice presidents, and then vice presidents may assume such duties.
    The proposed rule change also makes certain amendments to ISCC's 
rules. Rule 22 is amended to eliminate the ability of an executive vice 
president or vice president to suspend the rules and to permit the 
general counsel to exercise such authority. Rule 23 is amended to 
eliminate the ability of executive vice presidents to act on behalf of 
ISCC and to grant such authority to managing directors. Pursuant to 
Rule 33, the Board of Directors can now delegate the authority to 
prescribe procedures and regulations to managing directors rather than 
to executive vice presidents.
    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 ISCC's rules and by-laws so 
that they coincide with ISCC's new internal management structure.
---------------------------------------------------------------------------

    \3\ 15 U.S.C. 78q-1.
---------------------------------------------------------------------------

(B) Self-Regulatory Organization's Statement on Burden on Competition
    ISCC 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. ISCC will 
notify the Commission of any written comments received by ISCC.
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 thereunder in that the proposed rule change is concerned 
solely with the administration of ISCC. 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).
    \5\ 17 CFR 240.19b-4(e)(3).
---------------------------------------------------------------------------

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 ISCC.
    All submissions should refer to File No. SR-ISCC-96-06 and should 
be submitted by February 7, 1997.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
---------------------------------------------------------------------------

    \6\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-1218 Filed 1-16-97; 8:45 am]
BILLING CODE 8010-01-M