
[Federal Register: August 6, 2009 (Volume 74, Number 150)]
[Notices]               
[Page 39372-39373]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr06au09-99]                         


[[Page 39372]]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-60408; File No. SR-MSRB-2009-11]

 
Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of Amendments to 
Rule A-3, on Membership on the Board, Rule A-4, on Meetings of the 
Board, Rule A-5, on Officers and Employees of the Board, and Rule A-6, 
on Committees of the Board

July 30, 2009.
    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 July 29, 2009, the Municipal Securities Rulemaking Board (``MSRB'' 
or ``Board''), 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 
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 Board has been reviewing its Administrative Rules and by-laws 
to ensure that they are consistent with current good corporate 
governance practices. Pursuant to this review, the MSRB is filing 
amendments to Rule A-3, on membership on the Board, Rule A-4, on 
meetings of the Board, Rule A-5, on officers and employees of the 
Board, and Rule A-6, on committees of the Board. The text of the 
proposed rule change is available on the MSRB's Web site at http://
www.msrb.org/msrb1/sec.asp, at the MSRB's principal office, and at 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 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, states that the Board will be composed of 15 members and it 
describes the types of groups that will be represented on the Board 
(i.e., public representatives, broker-dealer representatives and bank 
representatives). The Board considered the possibility of two persons 
associated with the same firm being seated on the Board due to a 
merger, consolidation or similar corporate action of Board members' 
firms or other change in circumstances. The Board decided to add new 
section (g) to Rule A-3 to prohibit two persons associated with the 
same firm from serving as members of the Board at the same time. The 
proposed rule change also revises the language in Rule A-3(c)(iv) to 
restore language that was inadvertently deleted from the rule in recent 
amendments.\5\ The revised language now reads as was intended in the 
previous proposed rule change.
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    \5\ See Securities Exchange Act Release No. 57500 (March 14, 
2008), 73 FR 15244 (March 21, 2008). See also File No. SR-MSRB-2008-
02.
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    Rule A-5, on officers and employees of the Board, among other 
things, describes the procedure for the election of officers. Rule A-
5(b) notes that vacancies in office shall be filled as soon as 
practicable by vote of the Board members. The proposed rule change adds 
language to Rule A-5(b) to provide for an election to fill a vacancy if 
a Board member elected to a Board office becomes unable to take the 
position (e.g., by resignation) prior to the commencement of the term.
    The proposed rule change also revises the language in Rules A-3, A-
4, on meetings of the Board, A-5 and A-6, on committees of the Board, 
to ensure gender neutrality by replacing the word ``Chairman'' with the 
word ``Chair.''
2. Statutory Basis
    The MSRB believes that the proposed rule change is consistent with 
the requirements of Section 15B(b)(2)(I) of the Act,\6\ 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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    \6\ 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 on the 
proposed rule change.

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)(iii) of the Act \7\ and Rule 19b-4(f)(3) thereunder \8\ 
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.\9\
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    \7\ 15 U.S.C. 78s(b)(3)(A).
    \8\ 17 CFR 240.19b-4(f)(3).
    \9\ 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

[[Page 39373]]

     Send an e-mail to rule-comments@sec.gov. Please include 
File Number SR-MSRB-2009-11 on the subject line.

Paper Comments

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

All submissions should refer to File Number SR-MSRB-2009-11. 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. 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-2009-11 and should be 
submitted on or before August 27, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
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    \10\ 17 CFR 200.30-3(a)(12).
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Florence E. Harmon,
Deputy Secretary.
[FR Doc. E9-18764 Filed 8-5-09; 8:45 am]

BILLING CODE 8010-01-P
