[Federal Register Volume 67, Number 51 (Friday, March 15, 2002)]
[Notices]
[Pages 11737-11738]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 02-6257]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-45534; File No. SR-OCC-2001-18]


Self-Regulatory Organizations; The Options Clearing Corporation; 
Notice of Filing and Immediate Effectiveness of a Proposed Rule Change 
Amending the By-Laws

March 11, 2002.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\, notice is hereby given that on December 19, 2001, The 
Options Clearing Corporation (``OCC'') filed with the Securities and 
Exchange Commission (``Commission'') the proposed rule change as 
described in Items I, II, and III below, which items have been prepared 
primarily by OCC. The Commission is publishing this notice to solicit 
comments on the proposed rule change from interested parties.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The proposed rule change would amend certain sections of Article IV 
and Article VI of OCC's By-Laws to correct minor errors.

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

    In its filing with the Commission, OCC 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. OCC has prepared summaries, set forth in sections (A), 
(B), and (C) below, of the most significant aspects of these 
statements.\2\
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    \2\ The Commission has modified the text of the summaries 
prepared by OCC.
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A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    The primary purpose of this rule change is to correct technical 
errors in Article IV of OCC's By-Laws that deals with officers. There 
are two principal errors that OCC desires to correct. First, in 1980, 
when Chapter XII of OCC's Rules was amended to eliminate the authority 
of the Chairman and the President to prescribe penalties for rule 
violations, Article IV of the By-Laws should have also been amended to 
eliminate references to that authority in Section 6 (``Chairman of the 
Board'') and Section 8 (``President'').
    Second, in 1997, when Article IV was amended to create the office 
of Management Vice Chairman, OCC's stated intent was to remove the 
Member Vice Chairman from the line of succession.\3\ However, language 
that should have been deleted in order to implement that intent was 
inadvertently left in. As a result, there are now mutually inconsistent 
By-Laws providing that in the absence or disability of the Chairman, 
the Management Vice Chairman and the Member Vice Chairman each succeed 
to the powers of the Chairman.
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    \3\ Prior to that time, the By-Laws provided that Member Vice 
Chairman would succeed to the power of the Chairman in the absence 
or disability of the President and all the Vice Presidents. 
Securities Exchange Act Release No. 39420 (December 10, 1997), 62 FR 
66167 (December 17, 1997) [File No. SR-OCC-97-08].
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    A secondary purpose of this rule change is to make minor 
corrections to Section 15 and 16 of Article VI of the By-Laws. Those 
corrections are to delete material that should have been deleted when 
references to market baskets were removed from the By-Laws and 
Rules.\4\
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    \4\ Securities Exchange Act Release No. 41222 (March 29, 1999), 
64 FR 16772 (April 6, 1999) [File No. SR-OCC-99-03].
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    The proposed rule change is consistent with Section 17A of the Act 
because it provides consistency within OCC's by-laws.

(B) Self-Regulatory Organization's Statement on Burden on Competition

    OCC does not believe that the proposed rule change would impose any 
burden on competition.

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

    Written comments were not and are not intended to be solicited with 
respect to the proposed rule change, and none have been received.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A)(i) of the Act \5\ and Rule 19b-4(f)(1) \6\ thereunder for 
it constitutes a stated policy, practice, or interpretation with 
respect to the meaning, administration, or enforcement of an existing 
rule. At any time within sixty days of the filing of this 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.
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    \5\ 5 U.S.C. 78s(b)(3)(A)(i).
    \6\ 17 CFR 240.19b-4(f)(1).
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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 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

[[Page 11738]]

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 Section, 450 Fifth Street, 
NW., Washington, DC 20549. Copies of such filing also will be available 
for inspection and copying at the principal office of OCC. All 
submissions should refer to File No. SR-OCC-2001-18 and should be 
submitted by April 5, 2002.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\7\
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    \7\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 02-6257 Filed 3-14-02; 8:45 am]
BILLING CODE 8010-01-P