[Federal Register Volume 66, Number 94 (Tuesday, May 15, 2001)]
[Notices]
[Pages 26892-26895]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 01-12189]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-44280; File No. SR-NASD-2001-06]


Self-Regulatory Organizations; Order Approving Proposed Rule 
Change and Notice of Filing and Order Granting Accelerated Approval to 
Amendments No. 3 and No. 4 by the National Association of Securities 
Dealers, Inc. Amending the NASD By-Laws

May 8, 2001.

I. Introduction

    On January 18, 2001, the National Association of Securities 
Dealers, Inc. (``NASD'') filed with the Securities and Exchange 
Commission (``Commission''), pursuant to section 19(b)(1) of the 
Securities Exchange Act of 1934 (``Act'')\1\ and Rule 19b-4 
thereunder,\2\ a proposed rule change amending the NASD By-Laws.\3\ On 
February 5, 2001, the NASD submitted Amendment No. 1 to the proposed 
rule change.\4\ On February 26, 2001, the NASD submitted Amendment No. 
2 to the proposed rule change.\5\ The proposed rule change was 
published for comment in the Federal Register on March 6, 2001.\6\ On 
April 20, 2001, the NASD submitted Amendment No. 3 to the proposed rule 
change.\7\ On May 7, the NASD submitted Amendment No. 4 to the proposed 
rule change.\8\
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ The Commission notes that NASD's proposal, as published in 
the Federal Register for notice and public comment, contained an 
erroneous filing date. The correct date on which NASD filed File No. 
SR-NASD-2001-06 with the Commission, as noted above, was January 18, 
2001.
    \4\ Letter from T. Grant Callery, Senior Vice President and 
General Counsel, NASD, to Katherine A. England, Assistant Director, 
Division of Market Regulation (``Division''), Commission, dated 
February 2, 2001 (``Amendment No. 1''). In Amendment No. 1 the NASD 
provided the final ballot summary of the membership vote regarding 
the proposed amendments to the NASD By-Laws, indicating that the 
NASD membership approved the proposed amendments.
    \5\ Letter from T. Grant Callery, Senior Vice President and 
General Counsel, NASD, to Katherine A. England, Assistant Director, 
Division, Commission, dated February 23, 2001 (``Amendment No. 2''). 
In Amendment No. 2 the NASD amended proposed Article VII, Section 
10(a)(ii) of the By-Laws to state ``(ii) in the case of petitions in 
support of more than one person, petitions in support of the 
nominations of such persons duly executed by ten percent of the 
members.''
    \6\ Securities Exchange Act Release No. 44004 (February 26, 
2001), 66 FR 13601 (March 6, 2001).
    \7\ Letter from T. Grant Callery, Senior Vice President and 
General Counsel, NASD, to Katherine A. England, Assistant Director, 
Division, Commission, dated April 19, 2001 (``Amendment No. 3''). In 
Amendment No. 3 the NASD amended proposed Article VII, Section 11(b) 
of the By-Laws to clarify its proposed rules regarding National 
Nominating Committee (``NNC'') participation in contested Board 
elections by stating that the NNC may support its nominees by 
sending up to two mailings on their behalf ``in lieu of mailings 
sent by its candidates under Article VII, Section 12.''
    \8\ Letter from T. Grant Callery, Senior Vice President and 
General Counsel, NASD, to Katherine A. England, Assistant Director, 
Division, Commission, dated May 7, 2001 (``Amendment No. 4''). In 
Amendment No. 4, the NASD amended the following sections of its By-
laws to remove proposed deletions to the term ``Nasdaq'' contained 
in its original filing: Article IV, Section 1(a)(1); Article V, 
Section 2(a)(1); Article VI, Section 1; Article VII, Section 1(c); 
Article XIII, Section 1(b); and Article XV, Section 4(b), In 
addition, NASD withdrew its proposed modification to Article VII, 
Section 3(a) in its entirety.
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    The Commission received no comments on the proposal.\9\ This order 
approves the proposed rule change, as amended. In addition, the 
Commission is publishing this notice to solicit comments on Amendments 
No. 3 and No. 4 and is simultaneously approving Amendments No. 3 and 
No. 4 on an accelerated basis.
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    \9\ The Commission was forwarded one item of email 
correspondence relating to the substance of this proposal. See email 
from Robert Glauber, CEO and President, NASD to Arthur Levitt, 
Chairman, Commission, on December 26, 2000, incorporating email from 
Alan Davidson, President, Independent Broker-Dealer Association, 
dated December 21, 2000, responding to the NASD's correspondence to 
its members about the proposed changes to its By-Laws referenced in 
this proposal. The commenter opposed the NASD's proposed rule 
change, as originally proposed, specifically the portion of the 
proposal allowing limited NNC participation in contested elections. 
The commenter argued that the purpose of the NNC is to nominate, not 
to use its official capacity to support candidates for the NASD 
Board. The commenter argued that the NASD Board was effectively 
manipulating the election process by allowing an appointed (as 
opposed to an elected) committee to campaign in favor of certain 
candidates.
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II. Description of the Proposal

    In its proposed rule change, NASD proposed amendments to its By-
Laws to address several corporate governance issues, including the 
treatment of staff Governors as ``neutral'' for purposes of Industry/
Non-Industry balancing on the NASD's Board of Governors (the 
``Board''); the role of the national Nominating Committee (``NNC'') in 
contested elections; the petition process by which individuals and 
slates can be included in the election process; the Industry 
classifications that must be represented on the Board; and other 
clarifying amendments, including the addition of certain definitions 
and changes to conform certain provisions of the NASD By-Laws to 
Delaware law and the deletion of terms that are no longer applicable. 
Additionally, the amendments reflect the new NASD corporate structure, 
including the creation of NASD Dispute Resolution, Inc., a wholly owned 
subsidiary of the NASD.

[[Page 26893]]

    The proposed rule change further implements the Restructuring Plan 
approved by NASD members on April 14, 2000.\10\ The restructuring 
broadens the ownership in Nasdaq through a two-phase private placement 
of common stock and warrants to NASD members, Nasdaq issuers, and 
certain others. Prior to the private placement, the NASD owned 100 
percent of Nasdaq. Now, after the closing of the second phase of the 
private placement, Nasdaq has numerous shareholders, but the NASD 
retains voting control over Nasdaq.\11\ Regardless of the 
restructuring, the NASD and Nasdaq continue to be subject to the 
provisions and requirements of the NASD's August 8, 1996 settlement 
order with the Commission (``1996 Order'').\12\
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    \10\ On June 26, 2000, the Commission approved a number of 
related changes to the Nasdaq By-Laws necessary to implement the 
restructuring and the recapitalization of Nasdaq. See Securities 
Exchange Act Release No. 42983 (June 26, 2000), 65 FR 41116 (July 3, 
2000).
    \11\ Concurrent with the ongoing restructuring of Nasdaq, Nasdaq 
submitted an application to the Commission to register as a national 
securities exchange (``Form 1'') under Section 6 of the Act. Prior 
to its registration as a national securities exchange, however, 
Nasdaq will continue to operate under the Plan of Allocation and 
Delegation of Functions by the NASD to its Subsidiaries (the 
``Delegation Plan''), as approved by the Commission. See Securities 
Exchange Act Release No. 37107 (April 11, 1996), 61 FR 16948 (April 
16, 1996).
    \12\ See Order Instituting Public Proceedings Pursuant to 
Section 19(h)(1) of the Securities Exchange Act of 1934, Making 
Findings and Imposing Remedial Sanctions, Securities Exchange Act 
Release No. 37538 (August 8, 1996).
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Summary of Amendments

    First, the NASD has proposed to reclassify the NASD Chief Executive 
Officer (``CEO'') and President of National Association of Securities 
Dealers Regulation, Inc. (``NASDR'') Governor positions as ``neutral'' 
Governors for Industry classification and compositional purposes. That 
is, under the proposal, the NASD CEO and the President of NASDR are 
neither Industry nor Non-Industry Governors. According to the NASD, the 
reclassification of these Governor positions as ``neutral'' is 
consistent with the neutrality classification other self-regulatory 
organizations assign to their Board staff members and allows the two 
Industry seats the staff occupy to now be available to Industry 
candidates elected by the NASD membership. In addition, the NASD 
believes that the reclassification of two staff Governor positions as 
``neutral'' allows for a smaller, more efficient Board without 
compromising either the fair representation of NASD members or an 
appropriate balance of Industry and Non-Industry members.
    Second, the proposed By-Law amendments allows limited National 
Nominating Committee participation in contested elections. Under the 
current By-Laws, the NASD, NASD staff, the NNC and other corporate 
committees are prohibited from taking a position in contested 
elections. As a result of this prohibition, in contested elections the 
NNC has been unable to explain the reasons a NNC nominated candidate is 
worthy of support and has been unable to respond to statements made by 
other candidates or parties about the NNC nominees. The NASD believes 
that the NNC's current inability to support its candidates in contested 
elections is a deterrent to qualified individuals accepting 
nominations. To remedy this, the NASD has proposed allowing the NNC to 
provide limited support to NNC nominated candidates. Specifically, the 
NASD proposal will allow the NNC to distribute two mailing to NASD 
voting members in support of its candidates.\13\ The revised By-Laws 
also allow the NNC to respond in-kind to vote solicitations and 
additional mailings by other candidates. In this way, the NASD will 
allow the NNC to support its candidates but not allow the NNC to 
unilaterally wage an electoral campaign on behalf of those candidates.
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    \13\ The Commission notes that Article VII, Section 12 of the 
current NASD By-Laws permits candidates themselves to distribute two 
such mailings using certain NASD administrative support services and 
indicating their NNC backing, if applicable. Under the NASD proposed 
amendment to Article VII, Section 11, NASD proposes to allow the NNC 
to initiate similar mailings on their candidates' behalf ``in lieu 
of mailings sent by its candidates pursuant to Article VII, Section 
12.'' Although the provision authorizing candidates' mailings, 
Section 12, remains, these two types of mailings are mutually 
exclusive (i.e., each candidate--or, alternatively, the NNC on the 
candidate's behalf--may initiate a maximum of two mailings.) See 
Amendment No. 3, supra note. 7.
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    Next, the NASD has elected to revise the NASD By-Laws with regard 
to inclusion on the ballot by petition. Under the current ballot by 
petition process, the By-Laws provide that a candidate--including 
slates of candidates--needs to obtain a petition signed by only three 
percent of the NASD membership. By presenting a slate of candidates to 
the NASD membership, one of the candidates on the slate can in effect 
``coattail'' on the endorsement obtained by the other members of the 
slate. This result both frustrates the purpose of the petition-making 
process (to gauge the support of an individual NASD candidate) and 
treats individual candidates seeking nomination through petitions the 
same as a slate of candidates. Under NASD's proposed amendments, the 
NASD specifically recognizes the validity of slate petitions, but 
requires that the slate be endorsed by ten percent of NASD's voting 
members; individual candidates may continue to be nominated by 
obtaining a petition of three percent of the NASD membership. The NASD 
believes that NASD's adoption of separate thresholds for petition 
candidates and slate petitions is reasonable given the size and 
diversity of NASD's membership.
    Fourth, to more accurately represent the full range of relevant 
Industry constituents, the NASD has proposed to add three Industry 
segments to the Board: a national retail firm, a regional retail or 
independent financial planning member firm, and a clearing firm. These 
segments are in addition to required representation by an investment 
company, an insurance affiliate, and a small firm. The Board will 
periodically adopt resolutions establishing the criteria for national 
and regional firm representatives in accordance with changes in the 
Industry structure and demographics.
    Finally, to conform the NASD By-Laws to the new NASD corporate 
structure and the change in the NASD-Nasdaq relationship, the NASD has 
determined to make three categories of additional changes to the By-
Laws. Frst, the NASD has proposed amendments reflecting the new 
corporate relationship between NASD and Nasdaq. For example, NASD's 
proposed changes to Article VII, Section 9 of its By-Laws reflect that 
the NASD Regulation and Nasdaq Boards no longer will propose candidates 
to the NASD Board for appointment to the NNC. Second, the NASD has 
proposed adding references to the newly formed NASD Dispute Resolution 
subsidiary and deleting references to Nasdaq where they are no longer 
applicable.\14\ For example, in Article IV, Section 1 (which governs 
applications for membership), NASD has proposed to require that new 
members sign an agreement to comply with the By-Laws of ``NASD Dispute 
Resolution,'' among other laws, rules and By-Laws subject to the 
provision. Third, the NASD has suggested changes to conform the By-Laws 
to Delaware

[[Page 26894]]

law. For example, in Article VIII, Section 6, the NASD has proposed an 
amendment stating that a resolution for removal of officers of the NASD 
need not be in writing, consistent with Delaware law.
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    \14\ The Commission notes that the NASD has proposed deletions 
of the term ``Nasdaq'' from several provisions of its By-Laws, 
including the definitions of ``Industry Director,'' ``Non-Industry 
Director,'' ``Non-Industry Governor,'' and ``Public Director'' 
contained in Article I of the NASD By-Laws; for the purposes of this 
filing, however, the NASD has withdrawn its deletion of ``Nasdaq'' 
in certain other sections of its By-Laws (proposed in its original 
filing), as enumerated in Amendment No. 4. See note 8, supra.
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III. Commission's Findings and Order Granting Approval of the 
Proposed Rule Change

    The Commission has reviewed the NASD's proposed rule change and 
finds, for the reasons set forth below, that the proposal is consistent 
with the requirements of section 15A of the Act \15\ and the rules and 
regulations thereunder applicable to a national securities 
association.\16\ Specifically, the Commission believes the proposal is 
consistent with sections 15A(b)(4) and (b)(6) of the Act.\17\ Section 
15A(b)(4) provides that the rules of an association must assure a fair 
representation of its members in the selection of its directors and 
administration of its affairs and provides that one or more directors 
shall be representative of issuers and investors and not be associated 
with a member of the association, broker or dealer.\18\ Section 
15A(b)(6) requires, among other things, that the rules of an 
association 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 securities, to remove impediments to and 
perfect the mechanism of a free and open market and a national market 
system, and, in general, to protect investors and the public 
interest.\19\
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    \15\ 15 U.S.C. 78o-3.
    \16\ In approving this rule, the Commission has considered the 
proposed rule's impact on efficiency, competition and capital 
formation. 15 U.S.C. 78c(f).
    \17\ 15 U.S.C. 78o-3(b)(4), and (b)(6).
    \18\ 15 U.S.C. 78o-3(b)(4).
    \19\ 15 U.S.C. 78o-3(b)(6)
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NASD's Proposed Reclassification of Two NASD Board Members as 
``Neutral'' and Reduced Board Size

    The NASD has proposed an amendment to its By-Laws to reclassify the 
NASD CEO and President of NASDR Governor positions as ``neutral'' 
governors; that is, neither Industry nor Non-Industry Governors. 
Section 15A(b)(4) of the Act \20\ requires fair representation of an 
association's members in the selection of its directors and 
administration of its affairs, and provides that one or more directors 
shall be representative of issuers and investors and not be associated 
with a member of the association, broker or dealer. The fair 
representation requirement of section 15A(b)(4) helps to ensure that no 
particular constituency is subject to the unfair, unfettered actions of 
another constituency, and helps to ensure that the NASD is administered 
in a way that is equitable to NASD members.
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    \20\ 15 U.S.C. 78o-3(b)(4).
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    The Commission finds that the proposed reclassification of the NASD 
CEO and NASDR Governor as ``neutral'' for Industry classification and 
compositional purposes is consistent with section 15A(b)(4) and with 
the 1996 Order. In particular, the Commission notes that the remainder 
of the NASD Board will continue to maintain a majority of Non-Industry/
Public representation.\21\ Moreover, as staff representatives of the 
NASD, the NASD CEO and NASDR Governor should represent the interest of 
the entire NASD organization, which includes Industry, Non-Industry, 
and Public representatives.
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    \21\ The Commission notes that currently two other SROs, the New 
York Stock Exchange and the American Stock Exchange, operate 
pursuant to a similar ``neutral'' classification with regard to 
certain executives on their respective boards.
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    According to the NASD, reclassifying the NASD CEO and NASDR 
Governor also allows the NASD to reduce the size of the NASD board, and 
thus operate more efficiently, while continuing to satisfy the fair 
representation requirements of section 15A(b)(4) of the Act and the 
1996 Order. The NASD has represented that by virtue of the corporate 
restructuring necessitated by the NASD's 1998 acquisition of the 
American Stock Exchange LLC, the NASD moved to an overlapping board 
structure whereby the members of the Nasdaq and NASDR Boards become 
members of the NASD Board, resulting in an increase in the number of 
``Industry'' Governors (by virtue of their status as staff) on the NASD 
Board. Therefore, according to the NASD, it was forced to increase the 
number of ``Non-Industry'' seats as well in order to ensure fair 
representation of all constituencies; this ultimately resulted in a 
large, inefficient Board structure. The Commission believes that the 
NASD's proposed reclassification of two of its Governors as ``neutral'' 
is reasonable and may permit the NASD to reduce the size and increase 
the efficiency of the Board consistent with the requirements of the 
Act.

Nominating Committee Participation in Contested Elections

    The NASD has proposed an amendment to its By-Laws lifting its 
current restriction on NNC participation in contested elections and 
allowing the NNC to provide limited support to NNC nominated 
candidates. Specifically, the NASD proposal would allow the NNC to 
distribute two mailings to NASD voting members in support of its 
candidates and to respond to contesting candidates' communications.
    The Commission finds that the proposed amendment permitting the NNC 
to participate in contested elections under the limited terms proposed 
by the NASD is consistent with section 15A(b)(4) of the Act.\22\ The 
NASD has represented that high-profile, public service-oriented 
candidates--exactly the sort of candidates that the NASD and its 
membership likely would support--are dissuaded from running for the 
NASD Board because they cannot receive any backing from the NNC. The 
Commission therefore believes that the NNC plays a critical role in the 
operation of the NASD by helping to ensure that qualified people serve 
on the NASD Board.
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    \22\ 15 U.S.C. 78o-3(b)(4).
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    The Commission finds that it is reasonable to allow the NNC to have 
some limited involvement in providing assistance to candidates that the 
NNC has deemed to be appropriately qualified for the NASD board. This 
proposed change is consistent with section 15A(b)(4)'s fair 
representation requirement, in that it allows for sufficient 
involvement of the NNC is contested elections to lead to an informed 
dialogue among members about candidates for election to the NASD Board 
without unduly privileging NNC-supported candidates. The Commission 
notes that the NASD has carefully delineated the permissible actions 
that can be taken by the NNC. The nominees endorsed by the NNC 
currently are allowed to make use of administrative support by the NASD 
under Article VII, Section 12, a practice that will continue under the 
NASD's proposed amendments. The Commission notes that the NASD has 
preserved dissident candidates' ability, pursuant to that section, to 
distribute two such mailings using certain NASD administrative support 
services and indicating their NNC backing, if applicable. The only 
substantive change is evident in NASD's proposed addition of Article 
VII, Section 11(b), which allows the NNC to send directly to eligible 
NASD members two mailings in support of its candidates ``in lieu of'' 
mailings sent by the candidates themselves \23\ and to ``respond in-
kind'' to opposing candidates' mailings. The

[[Page 26895]]

proposal does not allow the NASD Board to wage an all-out offensive on 
behalf of its candidates, as claimed by the commenter.\24\ Therefore, 
the Commission finds that this proposed amendment permitting the NNC to 
participate in contested election under the measured terms proposed by 
the NASD is consistent with section 15A(b)(4) because, as proposed, it 
ensures fair representation by fostering dialogue among the NASD 
membership about candidates eligible for election to the NASD Board 
without giving unfair advantage to NNC-supported candidates.
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    \23\ See note 13, supra.
    \24\ See note 9, supra.
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Access to Ballot by Petition

    The Commission further finds that changes to the petition process 
for individual nominees and a slate of nominees also is consistent with 
section 15A(b)(4)'s fair access requirement. Currently, the By-Laws 
provide that a candidate--including slates of candidates--needs to 
obtain a petition signed by only three percent of the NASD membership. 
By presenting a slate of candidates to the NASD membership, one of the 
candidates on the slate can in effect ``coattail'' on the endorsement 
obtained by the other members of the slate. This result both frustrates 
the purpose of the petition-making process (to gauge the support of an 
individual NASD candidate) and treats individual candidates seeking 
nomination through petitions the same as a slate of candidates. 
Therefore, the NASD's amendments, while continuing to recognize the 
validity of slate petitions, requires that the slate be endorsed by ten 
percent of the NASD's voting members. The NASD will retain the three 
percent standard for individuals. This modification is a reasonable 
attempt by the NASD to promote the fairness of its nomination process 
by limiting the ability of individual candidates to be nominated via a 
slate and without independent support, consistent with section 
15A(b)(4) of the Act.

Industry Segment Representation

    The NASD is proposing to amend Article VII, Section 4 of the NASD 
By-Laws to require representation by three additional Industry 
segments: a national retail firm, a regional retail or independent 
financial planning member firm, and a clearing firm, and to allow the 
Board, by resolution, to specify the criteria for representatives of 
national retail and regional retail or independent financial planning 
firms.
    The Commission finds that this proposed change is consistent with 
sections 15A(b)(4) of the Act.\25\ The Commission believes that this 
proposed amendment ensures that the NASD Board reflects the current 
constituencies of the securities markets and allows for representation 
by various categories of market participants within the NASD's 
membership ranks. Consequently, the Commission believes that NASD's 
proposal promotes fair representation, consistent with section 
15A(b)(4).
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    \25\ 15 U.S.C. 78o-3(b)(4).
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Other changes

    To conform the NASD By-Laws to the new NASD corporate structure and 
the change in the NASD-Nasdaq relationship, the NASD has determined to 
make three categories of additional changes to the By-Laws: (1) 
amendments reflecting the new corporate relationship between NASD and 
Nasdaq (e.g., NASD's proposed changes to Article VII, Section 9 of its 
By-Laws reflect that the NASD Regulation and Nasdaq Boards no longer 
will propose candidates to the NASD Board for appointment to the NNC); 
(2) references to the newly formed NASD Dispute Resolution subsidiary 
and deleted references to Nasdaq where no longer applicable (e.g., in 
Article IV, Section 1, NASD's proposal to add a reference to ``NASD 
Dispute Resolution'' in the membership agreement that must be signed by 
new NASD members);\26\ (3) amendments to conform the NASD By-Laws to 
Delaware law (e.g., in Article VIII, Section 6, NASD's proposed 
amendment stating that a resolution for removal of officers of the NASD 
must be in writing, consistent with Delaware law). The Commission finds 
that these proposed changes are consistent with section 15A(b)(6) of 
the Act \27\ in that they accurately reflect the NASD's new corporate 
structure and conform to applicable law.
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    \26\ See note 14, supra.
    \27\ 15 U.S.C. 78o-3(b)(6).
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    The Commission finds good cause for approving proposed Amendments 
No. 3 and No. 4 prior to the thirtieth day after the date of 
publication of notice of filing thereof in the Federal Register. The 
Commission notes that Amendments No. 3 and No. 4 clarifies the proposed 
rule change. Because these amendments do not significantly alter the 
original proposal, which was subject to a full notice and comment 
period, the Commission finds that granting accelerated approval to 
Amendments No. 3 and No. 4 is consistent with section 19(b)(2) of the 
Act.\28\
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    \28\ 15 U.S.C. 78f(b)(2).
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IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning Amendments No. 3 and No. 4, including whether the 
proposed amendments are consistent with the Act. Persons making written 
submissions should file six copies thereof with the Secretary, 
Securities and Exchange Commission, 450 Fifth Street, NW., Washington, 
DC 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 at the Commission's Public Reference Room. Copies of such 
filing will also be available for inspection and copying at the 
principal office of the NASD. All submissions should refer to File No. 
SR-NASD-2001-06 and should be submitted by June 5, 2001.

V. Conclusion

    It Is Therefore Ordered, pursuant to section 19(b)(2) of the 
Act,\29\ that the proposed rule change (SR-NASD-2001-06), as amended, 
is approved.
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    \29\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\30\
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    \30\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 01-12189 Filed 5-14-01; 8:45 am]
BILLING CODE 8010-01-M