[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.
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\1\ 15 U.S.C. 78s(b)(1).
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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\
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\2\ The Commission has modified the text of the summaries
prepared by ISCC.
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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 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.
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\3\ 15 U.S.C. 78q-1.
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(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.
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\4\ 15 U.S.C. 78s(b)(3)(A)(iii).
\5\ 17 CFR 240.19b-4(e)(3).
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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 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\
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\6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-1218 Filed 1-16-97; 8:45 am]
BILLING CODE 8010-01-M