
[Federal Register: March 17, 2008 (Volume 73, Number 52)]
[Notices]               
[Page 14286-14287]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr17mr08-107]                         


[[Page 14286]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57464; File No. SR-CHX-2008-02]

 
Self-Regulatory Organizations; Chicago Stock Exchange, Inc.; 
Notice of Filing of Proposed Rule Change To Amend its Bylaws Relating 
to the Definition of a Public Director

March 11, 2008.
    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 February 26, 2008, the Chicago Stock Exchange, Inc. (``CHX'' or 
``Exchange'') 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 substantially prepared by the CHX. 
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 CHX proposes to amend the definition of ``public director,'' as 
set forth in the CHX's bylaws. The text of this proposed rule change is 
available at the CHX, on the Exchange's Web site at http://www.chx.com/
rules/proposed_rules.htm, and in the Commission's Public Reference 
Room.

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 CHX 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. The CHX 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
    The Exchange's bylaws currently define a public director as, among 
other things, a director (i) who is not a broker or dealer or an 
officer or employee of a broker or dealer; and (ii) who does not have 
any other material business relationship with a broker or dealer.\3\
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    \3\ See Article II, Section 2(b) of the Exchange's Bylaws.
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    Through this proposal, the Exchange seeks to amend the definition 
of ``public director'' to clarify its scope.\4\ Specifically, the 
Exchange proposes to amend the definition of a public director to only 
exclude persons who have the specified relationships with a broker or 
dealer that is registered under the Act. The Exchange believes that 
this change is appropriate because it would ensure that a public 
director is not affiliated with a U.S. broker or dealer (which must 
register under the Act), while allowing a public director to have a 
business relationship with a non-U.S. broker or dealer (which typically 
is not required to register under the Act). The Exchange believes that 
this change is consistent with the director independence qualifications 
used by at least one other self-regulatory organization.\5\
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    \4\ In this proposal, the Exchange also seeks to insert the word 
``a'' in the rule text to correct an apparent typographical error.
    \5\ See Section 1(c) of the Independence Qualifications section 
of the Independence Policy of the NYSE Euronext Board of Directors.
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2. Statutory Basis
    The CHX believes the proposal is consistent with the requirements 
of the Act and the rules and regulations thereunder that are applicable 
to a national securities exchange, and, in particular, with the 
requirements of Section 6(b).\6\ The proposed rule change is consistent 
with Section 6(b)(5) of the Act \7\ because it would promote just and 
equitable principles of trade, remove impediments to, and perfect the 
mechanism of, a free and open market and a national market system, and, 
in general, protect investors and the public interest by modifying the 
definition of a public director in a manner that continues to ensure 
the independence of a public director, while allowing a public director 
to have business relationships with non-U.S. entities.
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    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule changes will 
impose any burden on competition.

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

    No written comments were either solicited or received.

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

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) As the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the Exchange consents, the Commission will:
    (A) By order approve such proposed rule change, or
    (B) institute proceedings to determine whether the proposed rule 
change should be disapproved.

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. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://
www.sec.gov/rules/sro.shtml); or
     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-CHX-2008-02 on the subject line.

Paper Comments

     Send paper comments in triplicate to Nancy M. Morris, 
Secretary, Securities and Exchange Commission, 100 F Street, NE., 
Washington, DC 20549-1090.

All submissions should refer to File Number SR-CHX-2008-02. This file 
number should be included on the subject line if e-mail is used. To 
help the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/
sro.shtml). 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 in the Commission's Public Reference Room, 100 F Street, NE., 
Washington, DC 20549, on official business days between the hours of 10 
a.m. and 3 p.m.

[[Page 14287]]

Copies of the filing also will be available for inspection and copying 
at the principal office of the Exchange. All comments received will be 
posted without change; the Commission does not edit personal 
identifying information from submissions. You should submit only 
information that you wish to make available publicly. All submissions 
should refer to File Number SR-CHX-2008-02 and should be submitted on 
or before April 7, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\8\
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    \8\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E8-5220 Filed 3-14-08; 8:45 am]

BILLING CODE 8011-01-P
