[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