
[Federal Register: December 1, 2009 (Volume 229, Number 74)]
[Notices]               
[Page 62861-62863]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr01de09-147]                         

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-61053; File No. SR-CHX-2009-15]

 
Self Regulatory Organizations; Notice of Filing and Immediate 
Effectiveness of Proposed Change by Chicago Stock Exchange, Inc. to Its 
Bylaws and Those of Its Parent Corporation, CHX Holdings, Inc.

November 23, 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 November 13, 2009, the Chicago Stock Exchange, Inc. (``CHX'' or 
the ``Exchange'') filed with the Securities and Exchange Commission 
(``Commission'') the proposed rule change as described in Items I and 
II below, which Items have been prepared by CHX. CHX filed this 
proposal pursuant to Rule 19b-4(f)(6) under the Act \3\ and requested 
that the Commission waive the 30-day pre-operative waiting period 
contained in Rule 19b-4(f)(6)(iii).\4\
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ 17 CFR 240.19b-4(f)(6).
    \4\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

I. Self-Regulatory Organization's Statement of the Terms of Substance 
of the Proposed Rule Change

    CHX proposes to amend its Bylaws and those of its parent 
corporation, CHX Holdings, Inc. (``CHX Holdings'') to eliminate an age 
restriction for Directors. The text of this proposed rule change is 
available on the Exchange's Web site at (http://www.chx.com) and in the 
Commission's Public Reference Room.

[[Page 62862]]

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 changes and 
discussed any comments it received regarding the proposal. 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 Changes

1. Purpose
    The Exchange proposes to remove the current age restriction 
relating to Directors in its Bylaws and in the Bylaws of the Exchange's 
parent corporation. The Bylaws of both the Exchange and CHX Holdings 
currently provide that no Director who is 71 years old or over is 
eligible to begin a term of office, although he or she may complete a 
term if elected prior to reaching age 71. The Exchange notes that 
certain existing Directors of both corporations will be impacted by 
this restriction in the near future. The forced departure of those 
Directors could negatively impact the Exchange and its parent, due to 
the loss of their knowledge and experience. The Exchange also has 
received expressions of interest from persons above the age of 71 to be 
nominated to stand for election as a Director of one or both 
corporations and has had to turn them away due to the age restriction. 
The Exchange believes that there it would be beneficial to be able to 
consider the candidacy of such persons without regard to their age. The 
removal of the age restrictions would be consistent with the provisions 
of the bylaws of other national securities exchanges.\5\
---------------------------------------------------------------------------

    \5\ See, e.g., Bylaws of BATS Exchange, Inc., Article III, Sec.  
3(b) (Terms of Office); Bylaws of National Stock Exchange, Inc., 
Article III, Sec.  3.4 (Terms of Office); Constitution of the 
Chicago Board Options Exchange, Inc., Article VI, Sec.  6.1 (Number, 
Election and Term of Office of Directors).
---------------------------------------------------------------------------

2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act in general,\6\ and furthers the objectives 
of Section 6(b)(5) in particular,\7\ in that it is designed to promote 
just and equitable principles of trade, to foster cooperation and 
coordination with persons engaged in facilitating transaction in 
securities, to remove impediments and perfect the mechanisms of a free 
and open market, and, in general, to protect investors and the public 
interest. By removing the age restriction from its bylaws and those of 
CHX Holdings, the Exchange hopes to attract and retain additional 
qualified candidates for service as Directors.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78f(b).
    \7\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

B. Self-Regulatory Organization's Statement on Burden on Competition

    The Exchange does not believe that the proposed rule change will 
impose any burden on competition that is not necessary or appropriate 
in furtherance of the purposes of the Act.

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

    No written comments were either solicited or received.

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

    Because the foregoing proposed rule change does not: (i) 
Significantly affect the protection of investors or the public 
interest; (ii) impose any significant burden on competition; and (iii) 
become operative for 30 days from the date on which it was filed, or 
such shorter time as the Commission may designate, it has become 
effective pursuant to Section 19(b)(3)(A) of the Act \8\ and Rule 19b-
4(f)(6) thereunder.\9\
---------------------------------------------------------------------------

    \8\ 15 U.S.C. 78s(b)(3)(A).
    \9\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) under the Act 
normally may not become operative prior to 30 days after the date of 
filing.\10\ However, Rule 19b-4(f)(6)(iii)\11\ permits the Commission 
to designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has 
requested that the Commission waive the 30-day operative delay. The 
Commission believes that waiving the 30-day operative delay is 
consistent with the protection of investors and the public interest, 
because the proposed removal of age restrictions relating to Directors 
are consistent with exchange bylaws the Commission has approved in the 
past and does not raise any new regulatory issues.\12\ The Commission 
hereby grants the Exchange's request and designates the proposal as 
operative upon filing.\13\
---------------------------------------------------------------------------

    \10\ In addition, Rule 19b-4(f)(6)(iii) under the Act requires a 
self-regulatory organization to give the Commission written notice 
of its intent to file the proposed rule change at least five 
business days prior to the date of filing of the proposed rule 
change or such shorter items as designated by the Commission. CHX 
has complied with this requirement.
    \11\ Id.
    \12\ See note 5 supra. For board composition of a parent company 
of an exchange, see e.g., Bylaws of BATS Global Markets, Inc., 
Article III, Sec.  3.01.
    \13\ For purposes only of waiving the 30-day operative delay of 
this proposal, the Commission has considered the proposed rule's 
impact on efficiency, competition, and capital formation. 15 U.S.C. 
78c(f).
---------------------------------------------------------------------------

    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.

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-2009-15 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-CHX-2009-15. 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

[[Page 62863]]

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 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 
publicly available. All submissions should refer to File Number SR-CHX-
2009-15 and should be submitted on or before December 22, 2009.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\14\
---------------------------------------------------------------------------

    \14\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-28617 Filed 11-30-09; 8:45 am]

BILLING CODE 8011-01-P
