[Federal Register Volume 73, Number 213 (Monday, November 3, 2008)]
[Notices]
[Page 65430]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: E8-26109]



[[Page 65430]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-58864; File No. SR-BSE-2008-45]


Self-Regulatory Organizations; Boston Stock Exchange, Inc.; Order 
Granting Approval of a Proposed Rule Change To Amend the By-Laws of the 
Boston Stock Exchange, Inc.

October 27, 2008.
    On September 5, 2008, the Boston Stock Exchange, Inc. (``BSE'' or 
``Exchange'') 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 to amend the by-laws of BSE in accordance with SR-
BSE-2008-23.\3\ The proposed rule change was published for comment in 
the Federal Register on September 22, 2008.\4\ The Commission received 
no comments on the proposal.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 58324 (August 7, 
2008), 73 FR 46936 (August 12, 2008) (order approving proposed rule 
changes by BSE and the Boston Stock Clearing Corporation relating 
to, among other things, the acquisition of BSE by The NASDAQ OMX 
Group, Inc. (``Acquisition'')) (``Acquisition Approval Order''). In 
connection with SR-BSE-2008-23, BSE committed to propose to its 
Board of Directors immediately following the closing of the 
Acquisition certain amendments to the bylaws of BSE. See id. at 
notes 73, 75, 214, and accompanying text.
    \4\ See Securities Exchange Act Release No. 58547 (September 15, 
2008), 73 FR 54648.
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    The Commission finds that the proposed rule change is consistent 
with the requirements of the Act and the rules and regulations 
thereunder applicable to a national securities exchange \5\ and, in 
particular, the requirements of Section 6 of the Act \6\ and the rules 
and regulations thereunder. Specifically, as discussed more fully in 
the Acquisition Approval Order,\7\ the Commission finds that the 
proposal is consistent with Section 6(b)(1) of the Act,\8\ which 
requires among other things, that a national securities exchange be so 
organized to carry out the purposes of the Act and comply with the 
requirements of the Act; and Section 6(b)(3) of the Act,\9\ which 
requires, among other things, that a national securities exchange 
assure the fair representation of its members in the selection of its 
directors and administration of its affairs. The proposal is designed 
to clarify the procedures for the selection of directors to the BSE 
board of directors that are representative of members; limit the 
influence that a single member, or group of members, may exercise over 
the Exchange; and clarify the procedures for ensuring that participants 
in BSE's options exchange facility have fair representation on the BSE 
board of directors.
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    \5\ In approving this proposed rule change, the Commission notes 
that it has considered the proposed rule's impact on efficiency, 
competition, and capital formation. 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f.
    \7\ See Acquisition Approval Order, supra note 3, at notes 78-
84, 216, and accompanying text.
    \8\ 15 U.S.C. 78f(b)(1).
    \9\ 15 U.S.C. 78f(b)(3).
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    It is therefore ordered, pursuant to Section 19(b)(2) of the 
Act,\10\ that the proposed rule change (File No. SR-BSE-2008-45) be, 
and it hereby is, approved.
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    \10\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Acting Secretary.
 [FR Doc. E8-26109 Filed 10-31-08; 8:45 am]
BILLING CODE 8011-01-P