
[Federal Register Volume 76, Number 198 (Thursday, October 13, 2011)]
[Notices]
[Pages 63682-63683]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-26381]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-65495; File No. SR-MSRB-2011-18]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of Amended and 
Restated Articles of Incorporation of Municipal Securities Rulemaking 
Board

October 6, 2011.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ notice is 
hereby given that on September 30, 2011, the Municipal Securities 
Rulemaking Board (``Board'' or ``MSRB'') filed with the Securities and 
Exchange Commission (``SEC'' or ``Commission'') the proposed rule 
change as described in Items I, II, and III below, which Items have 
been prepared by the MSRB. The MSRB has filed the proposed rule change 
pursuant to Section 19(b)(3)(A)(iii) \3\ of the Exchange Act, 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 has filed with the SEC a proposed rule change consisting 
of an Amended and Restated Articles of Incorporation.
    The text of the proposed rule change is available on the MSRB's Web 
site at http://www.msrb.org/Rules-and-Interpretations/SEC-Filings/2011-Filings.aspx, 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 Board 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
    On September 28, 2011 the Commission approved a proposed rule 
change consisting of amendments to MSRB Rule A-3, on membership on the 
Board.\5\ The amendments to A-3 established a permanent Board structure 
of 21 Board members divided into three classes, each class composed of 
seven members that will serve three-year terms. In addition, amended 
Rule A-3(h) sets forth a two-year transitional period, commencing 
October 1, 2012 and ending on September 30, 2014. During this 
transitional period, two Board Directors who commenced their terms in 
2009 and two Board Directors who commenced their terms in 2010 shall 
serve four-year terms, in order to

[[Page 63683]]

transition the Board of Directors to three equally sized classes.
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    \5\ See Release No. 34-65424, File No. SR-MSRB-2011-11 
(September 28, 2011).
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    The proposed rule change would make changes to the Articles of 
Incorporation as are necessary and appropriate in order to comply with 
Section 15B of the Exchange Act, 15 U.S.C. 78o-4, as amended by the 
Dodd-Frank Wall Street Reform and Consumer Protection Act, Public Law 
111-203, Sec.  975, 124 Stat. 1376 (2010) (the ``Dodd-Frank Act''), and 
conform the Articles of Incorporation to amended MSRB Rule A-3.
2. Statutory Basis
    Sections 15B(b)(1) and (2) of the Exchange Act,\6\ as amended by 
the Dodd-Frank Act, require, among other things, that the rules of the 
Board establish fair procedures for the nomination and election of 
members of the Board and assure fair representation in such nominations 
and elections of public representatives, broker-dealer representatives, 
bank representatives, and advisor representatives and the terms that 
shall be served by such members. The MSRB believes that the proposed 
rule change is consistent with Section 15B(b)(1) and (2) of the 
Exchange Act, in that it conforms the Articles of Incorporation of the 
Board to the requirements of the Dodd-Frank Act and amended MSRB Rule 
A-3.
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    \6\ 15 U.S.C. 78o-4(b).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The MSRB does not believe that the proposed rule change will impose 
any burden on competition not necessary or appropriate in furtherance 
of the purposes of the Exchange Act, since the proposed rule change 
simply amends the Articles of Incorporation of the Board to comply with 
the requirements of the Dodd-Frank Act and MSRB Rule A-3, and solely 
concerns the administration of the organization.

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 Exchange 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 summarily may temporarily 
suspend 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 Exchange Act.\9\
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    \7\ 15 U.S.C. 78s(b)(3)(A)(iii).
    \8\ 17 CFR 240.19b-4(f)(3).
    \9\ See Section 19(b)(3)(C) of the Exchange 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 Exchange 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-2011-18 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-2011-18. 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 Web site viewing and 
printing 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 MSRB's offices. 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-2011-18 and should be submitted on 
or before November 3, 2011.
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    \10\ 17 CFR 200.30-3(a)(12).

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\10\
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2011-26381 Filed 10-12-11; 8:45 am]
BILLING CODE 8011-01-P


