[Federal Register Volume 70, Number 30 (Tuesday, February 15, 2005)]
[Notices]
[Page 7780]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E5-604]



[[Page 7780]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-51155; File No. PCAOB-2004-02]


Public Company Accounting Oversight Board; Order Approving 
Proposed Rule and Amendment No. 1 Amending Bylaws

February 8, 2005.

I. Introduction

    On November 12, 2004, the Public Company Accounting Oversight Board 
(the ``Board'' or the ``PCAOB'') filed with the Securities and Exchange 
Commission (the ``Commission'') proposed amendments to its bylaws, as 
modified by Amendment No. 1 to the proposed amendments, (PCAOB-2004-02) 
pursuant to Sections 101 and 107 of the Sarbanes-Oxley Act of 2002 (the 
``Act''), which clarify existing bylaw provisions and address certain 
internal operational and administrative matters. Notice of the proposed 
bylaw amendments was published in the Federal Register on January 4, 
2005. The Commission received no comment letters relating to the 
proposed bylaw amendments. For the reasons discussed below, the 
Commission is granting approval of the proposed bylaw amendments.

II. Description

    Section 101(g)(1) of the Act directs the PCAOB to adopt rules to 
provide for the operation and administration of the Board, the exercise 
of its authority, and the performance of its responsibilities under the 
Act. Pursuant to its organizational and rulemaking authority under the 
Act, the Board adopted a set of bylaws on January 3, 2003 to establish 
rules, standards and procedures for the conduct of the PCAOB's business 
affairs. On April 25, 2003, the Board amended the bylaws to specify the 
powers of the PCAOB's Chair. The Commission approved the Board's 
bylaws, as amended, on July 23, 2003. The Board adopted additional 
amendments to its bylaws on March 9, 2004 to clarify existing 
provisions and to cause the bylaws to address certain internal 
operational and administrative PCAOB matters, and submitted the 
proposed bylaw amendments to the Commission on March 18, 2004. On 
October 26, 2004, the PCAOB adopted modifications to the proposed 
amendments, and submitted the proposed amendments, as modified, for 
Commission approval on November 12, 2004. Pursuant to the requirements 
of Section 107(b) of the Act and Section 19(b) of the Securities 
Exchange Act of 1934 (the ``Exchange Act''), the Commission published 
the proposed amendments, as modified, for public comment on January 4, 
2005.

III. Discussion

    The Commission received no public comments relating to the PCAOB's 
proposed amendments to its bylaws. The proposed amendments are intended 
to revise the PCAOB's bylaws to clarify existing provisions and to 
cause the bylaws to address certain internal operational and 
administrative PCAOB matters. The proposed amendments also are 
generally intended to make the bylaw provisions more consistent with 
District of Columbia and Internal Revenue Service provisions for 
nonprofit corporations and to make the Board's operations more 
transparent.

IV. Conclusion

    On the basis of the foregoing, the Commission finds that the 
proposed amendments to the Board's bylaws are consistent with the 
requirements of the Act and the securities laws and are necessary and 
appropriate in the public interest and for the protection of investors.
    It is therefore ordered, pursuant to Section 107 of the Act and 
Section 19(b)(2) of the Exchange Act, that the proposed bylaw 
amendments (File No. PCAOB-2004-02) be and hereby are approved.

    By the Commission.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. E5-604 Filed 2-14-05; 8:45 am]
BILLING CODE 8010-01-P