[Federal Register Volume 64, Number 240 (Wednesday, December 15, 1999)] [Notices] [Pages 70099-70101] From the Federal Register Online via the Government Publishing Office [www.gpo.gov] [FR Doc No: 99-32473] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION (Release No. 34-42210; File No. SR-MSRB-99-10) Self-Regulatory Organizations; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by the Municipal Securities Rulemaking Board Amending Rule A-4(d), ``Action Without a Meeting'' Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act''),\1\ and Rule 19b-4 thereunder,\2\ notice is hereby given that on December 1, 1999, the Municipal Securities Rulemaking Board (``MSRB'' or ``Board'') filed with Securities and Exchange Commission (``SEC'' or ``Commission'') the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the MSRB. The Commission is published this notice to [[Page 70100]] solicit comments on the proposed rule change from interested person. --------------------------------------------------------------------------- \1\ 15 U.S.C. 78s(b)(1). \2\ 17 CFR 240.19b-4. --------------------------------------------------------------------------- I. Self-Regulatory Organization's Statement of the Terms of Substance of the Proposed Rule Change The MSRB is proposing to amend its Rule A-4(d) entitled ``Action Without a Meeting,'' to allow actions on proposed rules and rule amendments without a Board meeting. Below is the text of the proposed rule change. Rule A-4. Meeting of the Board. (a)-(c) No change. (d) Action Without a Meeting. Action by the Board[, other than action on proposed rules or proposed amendments to rules of the Board,] may be taken without a meeting by written consent of the Board setting forth the action so taken or by telephone poll of all members of the Board, provided that, in the case of action taken by telephone poll, the Board, at a meeting, or the chairman of the Board authorizes the action to be taken by such means. The Executive Director shall transmit to each Board member, as soon as practicable after a telephone poll is taken, a written statement setting forth the question or questions with respect to which the telephone poll was taken and the results of the telephone poll. Such statement shall also be entered in the minutes of the next Board meeting. In the case of action taken without a meeting by written consent or telephone poll, an affirmative vote of a majority of the whole Board is required. 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 MSRB 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 MSRB 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 Statutory Basis for, the Proposed Rule Change Purpose Currently Rule A-4(d), entitled ``Action Without a Meeting,'' provides that action by the Board, other than action on proposed rules or rule amendments, may be taken without a meeting. Instead, action may be taken either by written consent of the Board or by telephone poll of all members of the Board, provided that certain administrative procedures are followed.\3\ --------------------------------------------------------------------------- \3\ The administrative procedures contained in Rule A-4(d) are: * * * in the case of action taken by telephone poll, the Board, at a meeting, or the chairman of the Board authorizes the action of be taken by such means. The Executive Director shall transmit to each Board member, as soon as practicable after a telephone poll is taken, a written statement setting forth the question or questions with respect to which the telephone poll was taken and the results of the telephone poll. Such statement shall also be entered in the minutes of the next Board meeting. In the case of action taken without a meeting by written consent or telephone poll, an affirmative vote of a majority of the whole Board is required. --------------------------------------------------------------------------- Rule A-4(d) was adopted to allow the Board to act on matters, other than proposed rules or rule amendments, requiring immediate attention when it was not possible or practicable to convene a formal Board meeting.\4\ In the past, Rule A-4(d) has operated effectively and has allowed the Board the flexibility necessary to respond efficiently and appropriately to industry and Board needs.\5\ --------------------------------------------------------------------------- \4\ See Securities Exchange Act Release No. 34296 (July 1, 1994), 59 FR 35539-01 (July 12, 1994). \5\ The Board represents that occasionally it has used the telephone poll method in place of a formal meeting for non-rule matters. --------------------------------------------------------------------------- However, the Board believes that its rulemaking process has been delayed in certain instances because Rule A-4(d) prohibits the Board from taking action on proposed rules and rule amendments without a formal meeting.\6\ This proposal amends Rule A-4(d) to allow Board action on proposed rule change will allow it to more efficiently deal with rulemaking matters of a technical or time-sensitive nature. --------------------------------------------------------------------------- \6\ In its filing, the Board notes that it meets only four times each year. --------------------------------------------------------------------------- The Board represents that the proposal will not affect the safeguards established within Rule A-4(d), since these procedures require that all Board members are kept informed of, and participate in, any action, including rulemaking matters, taken without a formal Board meeting.\7\ The Board believes that the proposed rule change is consistent with Section 15B(b)(2)(C) \8\ and Section 15B(b)(2)(I) \9\ of the Act. --------------------------------------------------------------------------- \7\ See Note 3, supra. \8\ This section requires, in pertinent part, that the Board's rules shall: * * * be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in regulating, clearing, settling, processing information with respect to, and facilitating transactions in municipal securities, to remove impediments to and perfect the mechanism of a free and open market in municipal securities, and, in general, to protect investors and the public interest. \9\ This section authorizes the Board to adopt rules that provide for the operation and administration of the Board. --------------------------------------------------------------------------- B. Self-Regulatory Organization's Statement on Burden on Competition The Board does not believe that the proposed rule change will impose any burden on competition not necessary or appropriate in furtherance of the purposes of the Act. C. Self-Regulatory Organization's Statement on Comments on the Proposed Rule Change Received From Members, Participants, or Others The Board neither solicited nor received written comments with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The foregoing rule change is concerned solely with the operation and administration of the Board and thus, has become effective pursuant to Section 19(b)(3)(A) \10\ of the Act and subparagraph (f)(2) of Rule 19b-4 thereunder.\11\ 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.\12\ --------------------------------------------------------------------------- \10\ 15 U.S.C. 78s(b)(3)(A). \11\ 17 CFR 240.19b-4(f)(2). \12\ In reviewing this proposal, the Commission has considered the proposal's impact on efficiency, competition, and capital formation. 15 U.S.C. 78c(f). --------------------------------------------------------------------------- IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. 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- 0609. 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 such filing also will be available for inspection and copying at the principal office of the MSRB. All submissions should refer to File No. [[Page 70101]] SR-MSRB-99-10 and should be submitted by January 5, 2000. For the Commission, by the Division of Market Regulation, pursuant to delegated authority. \13\ --------------------------------------------------------------------------- \13\ 17 CFR 200.30-2(a)(12). --------------------------------------------------------------------------- Jonathan G. Katz, Secretary. [FR Doc. 99-32473 Filed 12-14-99; 8:45 am] BILLING CODE 8010-01-M