[Federal Register Volume 65, Number 71 (Wednesday, April 12, 2000)]
[Notices]
[Pages 19803-19804]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-9078]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42622; File No. SR- NSCC-00-2]


Self-Regulatory Organizations; National Securities Clearing 
Corporations; Notice of Filing and Order Granting Accelerated Approval 
of a Proposed Rule Change Relating to Revising the By-Laws

April 5, 2000.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ notice is hereby given that on March 31, 200, the 
National Securities Clearing Corporation (``NSCC'') filed with the 
Securities and Exchange Commission (``Commission'') the proposed rule 
change as described in Items I and II below, which items have been 
primarily prepared by NSCC. The Commission is publishing this notice 
and order to solicit comments on the proposed rule change from 
interested persons and to grant accelerated approval on the proposed 
rule change.
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    \1\ 15 U.S.C. 78s(b)(1).

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[[Page 19804]]

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 revise NSCC's By-
Laws.

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

    In its filing with the Commission, NSCC 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. NSCC 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 parts of these statements.
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A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The purpose of the proposed rule change is to revise NSCC's By-Laws 
in order to take advantage of changes to the New York Business 
Corporation Law that provide greater flexibility and to conform NSCC's 
By-Laws to the By-Laws of NSCC's parent, The Depository Trust and 
Clearing Corporation.\3\ The principal changes will:
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    \3\ The changes to NSCC's By Laws are attached as Exhibit A to 
NSCC's filing, which is available through the Commission's Public 
Reference Section or through NSCC.
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     Allow annual stockholder's meetings to take place in April 
instead of in March;
     Allow annual stockholder's meetings to take place wherever 
the Board of Directors shall determine instead of just in New York 
City;
     Provide that once a quorum is reached at a Board meeting, 
the Board of Directors can continue conducting business at the Board 
meeting as long as at least one-third of the directors are present;
     Allow NSCC's Board of Directors to fix the number of 
directors from time to time rather than require the stockholders to do 
so; and
     Delete references to Senior Executive Vice Presidents, 
Executive Vice Presidents, and Senior Vice Presidents because the title 
of Managing Director is replacing those titles.
    NSCC believes that the proposed rule change is consistent with the 
requirements of Section 17 of the Act \4\ and the rules and regulations 
thereunder applicable to NSCC because the proposed rule change make 
changes to NSCC's By-Laws but does not affect participants' rights with 
respect to fair representation.
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    \4\ 15 U.S.C. 78q-1.
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B. Self-Regulatory Organization's Statement on Burden on Competition

    NSCC does not believe that the proposed rule change will have an 
impact on 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 relating to the proposed rule change have been 
solicited or received. NSCC will notify the Commission of any other 
written comments received by NSCC.

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

    Section 17A(b)(3)(C) of the Act \5\ requires that the rules of a 
clearing agency assure the fair representation of its shareholders or 
members and participants in the selection of its directors. The 
Commission believes that NSCC's proposal is consistent with this 
obligation because the proposed changes should not affect NSCC's 
participants' right or ability to be fairly represented in the 
selection of NSCC's directors or in the administration of NSCC's 
affairs.
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    \5\ 15 U.S.C. 78q-1(b)(3)(C).
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    NSCC has requested that the Commission find good cause for 
approving the proposed rule change prior to the thirtieth day after the 
date of publication of notice of filing. The Commission finds good 
cause for approving the proposed rule change prior to the thirtieth day 
after publication of notice of filing because such approval will allow 
NSCC to immediately amend its By-laws so that NSCC's and DTCC's By-Laws 
are consistent.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposal 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. Sec. 552, will be available for inspection and copying in 
the Commission's Public Reference, 450 Fifth Street, N.W., Washington, 
D.C. 20549. Copies of such filing also will be available for inspection 
and copying at NSCC's principal office. All submissions should refer to 
File No. SR-NSCC-00-2 and should be submitted by May 3, 2000.

V. Order

    It is therefore ordered, pursuant to Section 19(b)(2) of the Act, 
that the proposed rule change (File No. SR-NSCC-00-2) be and hereby is 
approved on an accelerated basis.
    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).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-9078 Filed 4-11-00; 8:45 am]
BILLING CODE 8010-01-M