
[Federal Register: March 21, 2008 (Volume 73, Number 56)]
[Notices]               
[Page 15244-15246]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr21mr08-121]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57500; File No. SR-MSRB-2008-02]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of Amendment to 
Rule A-3, on Membership on the Board, and Rule A-4, on Meetings of the 
Board

March 14, 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 March 5, 2008, the Municipal Securities Rulemaking Board (``MSRB'' 
or ``Board''), filed with the Securities and Exchange Commission 
(``Commission'' or ``SEC'') the proposed rule change as described in 
Items I, II and III below, which Items have been substantially prepared 
by the MSRB. The MSRB has filed the proposal pursuant to Section 
19(b)(3)(A)(iii) of the Act,\3\ and Rule 19b-4(f)(3) thereunder,\4\ 
which renders the proposal effective upon filing with 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.
    \3\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \4\ 17 CFR 240.19b-4(f)(3).
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I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    The MSRB is filing with the Commission a proposed rule change 
consisting of amendments to Rule A-3 to permit greater diversity in 
considering persons to serve on the Nominating Committee or for Board 
membership and amendments to Rule A-4 to permit the Chairman of the 
Board to call a special meeting of the Board directly and more quickly, 
but with unanimous consent. The text of the proposed rule change is 
available on the MSRB's Web site (http://www.msrb.org), at the MSRB, 
and at the Commission's Public Reference Room.

[[Page 15245]]

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 MSRB 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 MSRB 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 Board has been reviewing its Administrative Rules and by-laws 
to ensure that they are consistent with current good corporate 
governance practices. Among other things, Rule A-3, on membership on 
the Board, directs the Board and the Nominating Committee to consider 
the ``need'' to maintain broad geographic representation on the Board, 
as well as diversity in the size and type of dealers represented, in 
considering persons to serve on the Nominating Committee or for Board 
membership.
    The Board has determined to modify this provision in the rule in 
order to provide greater flexibility in the appointment of persons to 
the Nominating Committee and the nomination of candidates to the Board. 
This modification will facilitate the Board and Nominating Committee's 
consideration of a broader range of factors for nomination and will 
encourage consideration of well-qualified candidates with diverse 
backgrounds, unique experience and complementary skills, together with 
consideration of geographic representation and diversity in the size 
and type of dealers represented. Further, the modification seeks to 
prevent the artificial limiting of the field of qualified candidates by 
permitting the Board and Nominating Committee to consider such broader 
factors rather than to exclusively select candidates in order to 
achieve diversity on a narrower set of parameters.
    Rule A-4, among other things, provides a process for calling 
special meetings of the Board, including how the notice of the time and 
place of the special meeting shall be provided to Board members. The 
current provision requires the Secretary of the Board to call a meeting 
at the request of the Chairman of the Board or at the request of not 
less than three Board members. In addition, the rule provides that the 
notice of the special meeting shall be mailed to each member not later 
than the seventh calendar day preceding the date on which the meeting 
is to be held. The rule provides for a three day notice period for 
notice by telephone, e-mail or personal delivery.
    The Board has determined to modify this provision to clarify and 
update its rules and bring them into line with modern practice. The 
Board has modified the rule to enable the Chairman of the Board to call 
a special meeting of the Board directly, without the assistance of the 
Secretary of the Board. In addition, the Board has provided that 
notices for the time and place of a special meeting shall be provided 
to each member and the Secretary of the Board with three-day's advance 
notice. Further, the modification permits the Board to waive such 
advance notice by unanimous consent of all Board members attending such 
meeting. The modification takes into consideration the realities of 
modern communications and permits the Board to convene quickly, but 
with unanimous consent, in the event of, among other things, a market 
or other emergency.
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
Section 15B(b)(2)(I) of the Act,\5\ which authorizes the MSRB to adopt 
rules that provide for the operation and administration of the MSRB. 
The MSRB believes that the proposed rule change is consistent with this 
provision because it is concerned solely with the operation and 
administration of the MSRB.
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    \5\ 15 U.S.C. 78o-4(b)(2)(I).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe 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 proposed rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \6\ and Rule 19b-4(f)(3) thereunder \7\ because 
it is concerned solely with the operation and administration of the 
MSRB. At any time within 60 days of the filing of the 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.\8\
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    \6\ 15 U.S.C. 78s(b)(3)(A).
    \7\ 17 CFR 240.19b-4(f)(3).
    \8\ See Section 19(b)(3)(C) of the Act, 15 U.S.C. 78s(b)(3)(C).
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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. 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-MSRB-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-MSRB-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

[[Page 15246]]

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. Copies of such 
filing also will be available for inspection and copying at the 
principal office of the MSRB. 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-MSRB-2008-02 and should be submitted on or before April 
11, 2008.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\9\
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    \9\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
 [FR Doc. E8-5704 Filed 3-20-08; 8:45 am]

BILLING CODE 8011-01-P
