[Federal Register Volume 67, Number 3 (Friday, January 4, 2002)]
[Notices]
[Pages 619-621]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-180]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45199; File No. SR-MSRB-2001-09]


Self-Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Rule Change by the Municipal Securities 
Rulemaking Board Relating to Rule A-4, on Meetings of the Board

December 27, 2001.
    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 13, 2001, the Municipal Securities Rulemaking Board 
(``Board'' or ``MSRB'') filed with the Securities and Exchange 
Commission (``Commission'' or ``SEC'') a proposed rule change as 
described in Items I, II, and III below, which Items have been prepared 
by the MSRB. The MSRB has designated the proposed rule change as 
concerned solely with the administration of the Board under section 
19(b)(3)(A) of the Act, which renders the proposed rule change 
effective upon receipt by the Commission. 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).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The MSRB has filed with the Commission a proposed rule change to 
amend rule A-4, on meetings of the Board, to include E-mail as a method 
of contacting and polling Board members. The text of the proposed rule 
change is set forth below. Additions are italicized; deletions are 
bracketed.

Rule A-4. Meetings of the Board

    (a) No change.
    (b) Notice of Meetings. Notice of the time and place of special 
meetings of the Board shall be mailed to each member, at such member's 
address appearing in the records of the Board, not later than the 
seventh calendar day preceding the date on which the

[[Page 620]]

meeting is to be held, or by telephone, [telegraph,] E-mail or personal 
delivery not later than the third calendar day preceding the date on 
which the meeting is to be held. Written notice of special meetings of 
the Board shall be signed by the Secretary to the Board. Notice of a 
special meeting shall also set forth the purpose or purposes of the 
meeting and the name or names of the person or persons at whose request 
the meeting is being called. Notice of a special meeting need not be 
given to any member who submits a signed waiver of notice before or 
after the meeting, or who attends the meeting without protesting, prior 
thereto or at the commencement thereof, the lack of notice to such 
member. No notice of regular meetings of the Board shall be required.
    (c) No change.
    (d) Action Without a Meeting. Action by the Board may be taken 
without a meeting by written consent of the Board setting forth the 
action so taken or by telephone or E-mail poll of all members of the 
Board, provided that, in the case of action taken by telephone or E-
mail 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 or E-mail poll is taken, a written statement setting forth 
the question or questions with respect to which the telephone or E-mail 
poll was taken and the results of the telephone or E-mail 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 or E-mail 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 Board 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 
texts of these statements may be examined at the places specified in 
Item IV below. The Board 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

1. Purpose
    Rule A-4, on meetings of the Board, establishes the procedures and 
requirements for holding Board meetings, the notice of the time and 
place required for special meetings, the quorum and voting 
requirements, and the procedures for taking action without a Board 
meeting.
    Rule A-4(b), on notice of meetings, provides that notice of the 
time and place of special meetings of the Board shall be mailed to each 
Board member not later than the seventh calendar day preceding the date 
on which the meeting is to be held, or by telephone, telegraph or 
personal delivery not later than the third calendar day preceding the 
date on which the meeting is to be held. Notice of a special meeting 
shall also set forth the purposes or purposes of the meeting and the 
name or names of the person or persons at whose request the meeting is 
being called.
    Rule A-4(d), on action without a meeting, provides that action by 
the Board may be taken without a meeting by written consent of the 
Board or by telephone poll of all members of the Board, provided that 
certain administrative procedures are followed.\3\
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    \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 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.
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    The proposed rule change amends rules A-4(b) and A-4(d) to include 
E-mail as a method of contacting and polling Board members. The 
amendment to rule A-4(b) provides that notification of special meetings 
of the Board may be made by e-mail and it removes notification of such 
meetings by the use of telegraph. The amendment to rule A-4(d) provides 
that e-mail may be used in conducting a poll of the Board for action 
taken without a meeting.
2. Basis
    The MSRB has adopted the proposed rule change pursuant to section 
15B(b)(2)(I) of the Act, which authorizes the MSRB to adopt rules that 
provide for the operation and administration of the Board.

B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB 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 since it only applies to the operation and 
administration of the MSRB.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Written comments were neither solicited nor received.

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

    The MSRB has designated the proposed rule change as concerned 
solely with the administration of the MSRB under section 19(b)(3)(A) of 
the Act, which renders the proposed rule change effective upon receipt 
by the Commission. At any time within 60 days of filing of the proposed 
rule change, the Commission may summarily abrogate the proposed 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, 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, NW., Washington, DC 20549-0609. 
Copies of the submissions, 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 MSRB's principal offices. 
All submissions should refer to File No. SR-MSRB-2001-09 and should be 
submitted by January 25, 2002.


[[Page 621]]


    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\4\
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    \4\ 17 CFR 200.30-3(a)(12)
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-180 Filed 1-3-02; 8:45 am]
BILLING CODE 8010-01-M