[Federal Register Volume 62, Number 175 (Wednesday, September 10, 1997)]
[Notices]
[Pages 47711-47712]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-23956]
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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-39008; File No. SR-Amex-97-32]
Self-Regulatory Organizations; Notice of Filing of Proposed Rule
Change by American Stock Exchange, Inc. Relating to Board Telephone
Conferencing and Exchange Official Qualification Requirements
September 3, 1997.
Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act''),\1\ notice is hereby given that on August 20, 1997, the
American Stock Exchange, Inc. (``Amex'' or ``Exchange'') filed with the
Securities and Exchange Commission (``SEC'' or ``Commission'')
[[Page 47712]]
the proposed rule change as described in Items I, II, and III below,
which Items have been prepared by the self-regulatory organization. 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).
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I. Self-Regulatory Organization's Statement of the Terms of
Substance of the Proposed Rule Change
The Exchange is proposing to amend Article II, Section 2 of the
Exchange Constitution to (i) permit Governors to attend Board meetings
by means of a conference telephone, and (ii) clarify that individuals
who are employed by or associated with a member organization in a
senior capacity may be appointed as Exchange Officials. The text of
these statements may be examined at the places specified in Item IV
below.
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 self-regulatory organization
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 self-regulatory organization
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 the
Statutory Basis for, the Proposed Rule Change
1. Purpose
In order to facilitate the fullest possible participation in board
meetings, it is proposed that Article II, Section 2 of the Exchange
Constitution be amended to provide that participation in a meeting of
the Board of Governors by means of a conference telephone or similar
communications equipment, which allows all persons participating in the
meeting to hear each other at the same time, shall constitute presence
in person at a meeting. New York law permits this procedure, but only
if the appropriate authorization is contained in the corporate by-laws
(in the case of the Exchange, its Constitution). It has become common
in corporate America to provide for this convenience, and the New York
Stock Exchange and most other self-regulatory organizations permit it
as well.\2\
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\2\ See Article IV, Section 5 of the New York Stock Exchange
Constitution.
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In addition, it is proposed that Article II, Section 2 of the
Exchange Constitution be amended to clarify the description of the pool
of individuals who are qualified to serve as Exchange Officials.
Particularly as upstairs firms have grown and developed more complex
organizations, the senior employees who are so well qualified to serve
as Exchange Officials may not easily be described as ``principal
executive officers'' or ``control persons.'' Accordingly, we would
expand the Constitutional qualification to include individuals who are
employed by or associated with a member organization in a senior
capacity.
2. Statutory Basis
The proposed rule change is consistent with Section 6(b) of the Act
\3\ in general and furthers the objectives of Section 6(b)(5) \4\ in
particular in that it is designed to promote just and equitable
principles of trade and protect the public interest.
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\3\ 15 U.S.C. 78f(b).
\4\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The proposed rule change will impose no 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 were solicited or received with respect to the
proposed rule change.
III. Date of Effectiveness of the Proposed Rule Change and Timing for
Commission Action
Because the foregoing proposed rule change: (1) Does not
significantly affect the protection of investors or the public
interest; (2) does not impose any significant burden on competition;
and (3) does not become operative for 30 days from August 20, 1997, the
date on which it was filed, and the Exchange provided the Commission
with written notice of its intent to file the proposed rule change at
least five business days prior to the filing date, it has become
operative pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(e)(6) thereunder.\5\
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\5\ 17 CFR 240.19b-4(e)(6).
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At any time within 60 days of the filing of the proposed 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.
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 the filing will also be
available for inspection and copying at the principle office of the
Amex. All submissions should refer to the file number SR-Amex-97-32 and
should be submitted by October 1, 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. 97-23956 Filed 9-9-97; 8:45 am]
BILLING CODE 8010-01-M