[Federal Register Volume 62, Number 168 (Friday, August 29, 1997)]
[Notices]
[Pages 45901-45902]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-23012]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-38954; File No. SR-OCC-97-08]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Notice of Filing of Proposed Rule Change To Create a New Office of 
Management Vice Chairman and To Change the Title of Vice Chairman to 
Member Vice Chairman

August 21, 1997.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on May 9, 1997, The Options 
Clearing Corporation (``OCC'') filed with the Securities and Exchange 
Commission (``Commission'') and on May 12, 1997, amended the proposed 
rule change as described in Items I, II, and III below, which Items 
have been prepared primarily by OCC. The Commission is publishing this 
notice to solicit comments from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1) (1988).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The purpose of the proposed rule change is to amend OCC's by-laws 
to create a new office of Management Vice Chairman and to change the 
title of Vice Chairman to Member Vice Chairman.

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), 
(B),

[[Page 45902]]

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

    The proposed rule change will amend Article IV, Section 1 to 
clarify that the existing Vice Chairman is elected by the Board of 
Directors from among OCC's Member Directors \3\ and will be renamed the 
Member Vice Chairman. Article IV, Section I will also be amended to 
create the position of Management Vice Chairman which will be elected 
at the discretion of the Board of Directors, but the board will not be 
required to fill this position. Only OCC staff members will be eligible 
to serve as the Management Vice Chairman, and any person serving in 
this office shall not be eligible to serve concurrently in any other 
OCC office.
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    \3\ To distinguish the title of the current Vice Chairman from 
the staff position of Management Vice Chairman, the modifier 
``Member'' has been added to the office's title. Conforming changes 
have also been made to several other sections of OCC's by-laws to 
reflect addition of the modifier ``Member'' to the office's title.
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    Article IV, Section 7 will be amended to provide for the duties and 
responsibilities of the Management Vice Chairman and to clarify the 
duties and responsibilities of the Member Vice Chairman. The duties of 
the Management Vice Chairman will include assuming all of the 
Chairman's responsibilities in the absence or disability of the 
Chairman, including presiding over meetings of the Board of Directors 
and the shareholders. The Member Vice Chairman will preside at such 
meetings and assume all of the Chairman's responsibilities only in the 
absence of the Chairman and Management Vice Chairman. The Member Vice 
Chairman will remain the chair of any committee responsible for 
evaluating the performance of OCC or the compensation of OCC's 
officers.
    The proposed rule change also will amend Article III, Section 15(e) 
to add the office of Management Vice Chairman to the list of officers 
who may be granted emergency powers and who may be empowered to act on 
behalf of any other officer who is unable to fulfill any emergency 
powers granted to such office. Accordingly, the Management Vice 
Chairman position will add another person to OCC's line of succession, 
which should reduce the risk that OCC would be without qualified 
leadership. OCC believes it is important that a clear line of 
succession be established and be as routine and trouble-free as 
possible. The addition of the office of Management Vice Chairman is 
intended to accomplish this goal. In addition, a conforming amendment 
to Article IV, Section 8 will be made to clarify that the President's 
duty to act in the place of the Chairman will arise only in the absence 
of the Chairman, the Management Vice Chairman, and the Member Vice 
Chairman.
    Finally, a technical correction to Article IV, Section 1 is 
proposed. This section currently requires that the Board of Directors 
elect a senior management officer of OCC to be in charge of each OCC 
office that is (i) responsible for 20% or more of the volume of 
exchange transactions cleared through OCC or (ii) located in the same 
city as an exchange on which 20% or more of the volume of the 
exchange's transactions are cleared through OCC. OCC proposes to delete 
this provision because it believes that it is no longer necessary due 
to advances in systems design. OCC represents that the relevant 
exchanges are aware of this proposed change and concur with it.
    OCC believes the proposed rule change is consistent with the 
requirements of Section 17A of the Act and the rules and regulations 
thereunder because adding the position of Management Vice Chairman 
should strengthen the line of succession in the absence of the Chairman 
of the Board and will ease any transition from an existing Chairman of 
the Board to his or her successor.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    OCC does not believe that the proposed rule change will impose any 
burden on competition.

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

    Written comments were not and are not intended to be solicited with 
respect to the proposed rule change, and none have been received.

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

    Within thirty-five 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 ninety 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 OCC 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 submission 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington D.C. 20549. 
Copies of the submissions, 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. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference Room, 450 Fifth Street, N.W., 
Washington, D.C. 20549. Copies of such filings will also be available 
for inspection and copying at the principal office of OCC. All 
submissions should refer to the file number SR-OCC-97-08 and should be 
submitted by September 19,1997.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\4\
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    \4\ 17 CFR 200.30-3(a)(12) (1995).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-23012 Filed 8-28-97; 8:45 am]
BILLING CODE 8010-01-M