Self-Regulatory Organizations; National Stock Exchange; Notice of Filing of Proposed Rule Change, and Amendments No. 1 and 2 Thereto, Relating to the Ongoing Qualification of the Members of NSX's Board of Directors, 37889-37891 [E5-3432]
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37889
Federal Register / Vol. 70, No. 125 / Thursday, June 30, 2005 / Notices
B. Self-Regulatory Organization’s
Statement on Burden on Competition
NASD does not believe that the
proposed rule change will result in any
burden on competition that is not
necessary or appropriate in furtherance
of the purposes of the Act, as amended.
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
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 self-regulatory
organization 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, as amended, is consistent with
the Act. Comments may be submitted by
any of the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NASD–2005–046 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Jonathan G. Katz, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–9303.
All submissions should refer to File
Number SR–NASD–2005–046. 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 (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
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16:26 Jun 29, 2005
Jkt 205001
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 at
the Commission’s Public Reference
Room. Copies of such filing also will be
available for inspection and copying at
the principal office of NASD. 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 the File
Number SR–NASD–2005–046 and
should be submitted on or before July
21, 2005.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.17
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5–3438 Filed 6–29–05; 8:45 am]
BILLING CODE 8010–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–51912; File No. SR–NSX–
2005–03]
Self-Regulatory Organizations;
National Stock Exchange; Notice of
Filing of Proposed Rule Change, and
Amendments No. 1 and 2 Thereto,
Relating to the Ongoing Qualification
of the Members of NSX’s Board of
Directors
June 23, 2005.
Pursuant to Section 19(b)(1) of 1934
(‘‘Act’’) 1 and Rule 19b–4 thereunder,2
notice is hereby given that on May 13,
2005, the National Stock ExchangeSM
(the ‘‘Exchange’’ or ‘‘NSX’’ SM) 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 prepared by NSX. On June
10, 2005, the Exchange filed
Amendment No. 1 to the proposed rule
change.3 On June 21, 2005, the
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
3 In Amendment No. 1, the Exchange clarified
certain language in Section 3(a) of the proposed rule
change, made conforming changes to Exhibit 1 to
the proposed rule change and corrected page
numbering errors in the initial filing.
PO 00000
17 17
1 15
Frm 00145
Fmt 4703
Sfmt 4703
Exchange filed Amendment No. 2 to the
proposed rule change.4 The Commission
is publishing this notice to solicit
comments on the proposed rule change,
as amended, from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
The Exchange proposes to amend
Article V, Section 3 of its By-Laws
which pertains to the ongoing
qualification of the members of its
Board of Directors (‘‘Board’’). Below is
the amended text of the proposed rule
change. Proposed new language is in
italics.5
*
*
*
*
*
CODE OF REGULATIONS (BY-LAWS)
OF NATIONAL STOCK EXCHANGE
*
*
*
*
*
ARTICLE V
Exchange Organization and
Administration
*
*
*
*
*
Section 3. Vacancies
(a) Any intraterm vacancy that may
occur on the Board caused by death,
resignation or otherwise shall be filled
by the Directors then in office by a
person having the same qualifications,
as set forth in Section 1of Article V of
these By-Laws, as those of the Director
whose seat is vacant. The person
selected to fill such vacancy shall serve
the remaining term of office.
(b) In the event any Director fails to
maintain the qualifications of his
designated category, as set forth in
Section 1 of Article V of these By-Laws,
of which failure the Board shall be the
sole judge, the Director shall, upon
determination of the Board that the
Director is no longer qualified, cease to
be a Director, his office shall become
vacant and (effective upon the
expiration of the grace period for
requalification set forth in Subsection
(1) below), the vacancy may be filled by
the Board with a person who qualifies
for the category in which the vacancy
exists.
(1) A Director who fails to maintain
the applicable qualifications will be
allowed the later of (i) 45 days from the
date when the Board determines the
Director is no longer qualified or (ii)
4 In Amendment No. 2, the Exchange revised the
proposed rule text, as well as, the proposed rule
change’s statutory basis section.
5 The reference to ‘‘Independent Director’’ in
proposed Article V, Section 3(b)(2) of the NSX ByLaws is based upon the Commission’s prior
approval of Securities Exchange Act Release No.
51765 (May 31, 2005), 70 FR 33238 (June 7, 2005)
(SR–NSX–2005–02).
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Federal Register / Vol. 70, No. 125 / Thursday, June 30, 2005 / Notices
until the next regular Board meeting
following the date when the Board
makes such determination, in which to
requalify and thereafter continue to
serve the remainder of such Director’s
term. During any such period up until
the time when the Director requalifies,
the Director shall be deemed not to hold
office and the seat formerly held by the
Director shall be deemed to be vacant
for all purposes. The Board shall be the
sole judge of whether the Director has
requalified.
(2) A Director (other than an
Independent Director) whose
membership has been suspended does
not lose his qualification by reason of
such suspension during the period of
suspension.
*
*
*
*
*
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
Exchange included statements
concerning the purpose of, and basis for,
the proposal and discussed any
comments it received on the proposed
rule change, as amended. The text of
these statements may be examined at
the places specified in Item IV below.
The Exchange 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 is proposing to amend
its By-Laws pertaining to the ongoing
qualification of the members of its
Board. Under the proposal, Article V,
Section 3 of the NSX By-Laws would be
amended to provide that if a Director
fails to maintain the necessary
qualifications of his respective
category,6 the Director will cease to be
6 The Board is currently composed of thirteen
voting Directors. Those Directors are categorized as
follows: ‘‘(a) the Exchange President; (b) two
Proprietary Members with certificates, or executive
officers of Proprietary Member organizations with
certificates, who are Designated Dealers in the
National Securities Trading System (‘Designated
Dealer Directors’); (c) one Proprietary Member with
certificate or an executive officer of a Proprietary
Member organization with certificate, who conducts
a nonmember public customer business on the
Exchange (‘At-Large Director’); (d) the Chairman of
[the Chicago Board Options Exchange] (‘CBOE
Director’); (e) the President of CBOE (‘CBOE
Director’); (f) four CBOE members or executive
officers of CBOE member organizations (‘CBOE
Directors’); and (g) three representatives of issuers
and investors who shall not be associated with any
member of the Exchange or with any registered
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16:26 Jun 29, 2005
Jkt 205001
a Director upon determination by the
Board that the Director is no longer
qualified and his office shall become
vacant. The proposal will also provide
the later of 45 days or until the next
regular Board meeting for a Director
who is no longer qualified for a
designated category to requalify. During
any period in which a Director is not
qualified for a designated category, the
Director shall be deemed not to hold
office and the position formerly held by
the Director shall be deemed vacant for
all purposes. Under the proposal, the
Board will be the sole judge of whether
a Director is no longer qualified for his
designated category and whether a
Director has requalified. Effective upon
the expiration of the grace period for
requalification, the Board may also fill
any resulting vacancy with a person
who qualifies for the category in which
the vacancy exists. Finally, the proposal
would provide that a Director (other
than an Independent Director) whose
membership has been suspended does
not lose his qualification by reason of
such suspension during the period of
suspension. Rather, such Director may
remain a Director during the suspension
unless he is removed.7
2. Statutory Basis
The Exchange believes the proposed
rule change, as amended, enhances the
fair and efficient governance of the
Exchange. Therefore, NSX believes the
proposed rule change, as amended,
furthers the objectives of Section 6(b) of
the Act,8 in general, and Section
6(b)(3),9 in particular, in that it assures
a fair representation of its members in
the selection of it directors and
administration of its affairs. The
proposed rule change also furthers the
objectives of Section 6(b)(1),10 in that it
helps to assure that the Exchange is so
organized and has the capacity to be
broker or dealer or with another self-regulatory
organization, other than as a public trustee or
director (‘Public Directors’). Excepting affiliations
with national securities exchanges, no two or more
Directors may be partners, officers of directors of
the same person or be affiliated with the same
person.’’ See Article V, Section 1.1 of the NSX ByLaws. The Exchange is proposing to make various
changes to the composition of the Board in a
separate rule proposal, which is currently pending
before the Commission. See Securities Exchange
Act Release No. 51765 (May 31, 2005), 70 FR 33238
(June 7, 2005) (SR–NSX–2005–02). Through that
proposal, the composition of the Board is proposed
to be revised to consist of the NSX Chief Executive
Officer; three Member Directors; six Independent
Directors; and three CBOE Directors.
7 A Director may be removed with cause by a
majority vote of those individuals or entities
entitled to vote to elect such Director. See Article
V, Section 4 of the NSX By-Laws.
8 15 U.S.C. 78f(b).
9 15 U.S.C. 78f(b)(3).
10 15 U.S.C. 78f(b)(1).
PO 00000
Frm 00146
Fmt 4703
Sfmt 4703
able to carry out the purposes of the Act
and to comply, and to enforce
compliance by its members, with the
Act.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
The Exchange does not believe that
the proposed rule change, as amended,
will impose any inappropriate 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 solicited
or received in connection with the
proposed rule change, as amended.
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, as amended; or
(b) Institute proceedings to determine
whether the proposed rule change, as
amended, 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, as amended, is consistent with
the Act. Comments may be submitted by
any of the following methods:
Electronic Comments
• Use the Commission’s Internet
comment form (https://www.sec.gov/
rules/sro.shtml); or
• Send an e-mail to rulecomments@sec.gov. Please include File
Number SR–NSX–2005–03 on the
subject line.
Paper Comments
• Send paper comments in triplicate
to Jonathan G. Katz, Secretary,
Securities and Exchange Commission,
100 F Street, NE., Washington, DC
20549–9303.
All submissions should refer to File
Number SR–NSX–2005–03. 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
E:\FR\FM\30JNN1.SGM
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Federal Register / Vol. 70, No. 125 / Thursday, June 30, 2005 / Notices
post all comments on the Commission’s
Internet Web site (https://www.sec.gov/
rules/sro.shtml). Copies of the
submission, all subsequent
amendments, all written statements
with respect to the proposed rule
change, as amended, that are filed with
the Commission, and all written
communications relating to the
proposed rule change, as amended,
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. Copies of such filing also will be
available for inspection and copying at
the principal office of NSX. 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–NSX–2005–03 and should
be submitted on or before July 21, 2005.
For the Commission, by the Division of
Market Regulation, pursuant to delegated
authority.11
J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5–3432 Filed 6–29–05; 8:45 am]
BILLING CODE 8010–01–P
DEPARTMENT OF TRANSPORTATION
Federal Aviation Administration
Notice of Proposed Information
Collection.
In
accordance with the Paperwork
Reduction Act of 1995, an agency may
not conduct or sponsor, and a person is
not required to respond to a collection
of information unless it displays a
currently valid OMB control number.
Therefore, the FAA solicits comments
on the following collection of
information in order to evaluate the
necessity of the collection, the accuracy
of the agency’s estimate of the burden,
the quality, utility, and clarity of the
information to be collected, and
possible ways to minimize the burden of
the collection in preparation for
submission to approve the clearance of
the following information collection.
Following is a summary of the new
collection:
Title: Automated Flight Service
Station Customer Satisfaction Survey.
The proposed survey will be conducted
to determine customer satisfaction with
Lockheed Martin’s provision of flight
services through the contract that was
competitively sourced in an OMB A–76
Circular Competitive Sourcing
initiative. The results of the survey will
be used as a measure in evaluating
Lockheed Martin’s performance of the
service. Responses are voluntary
solicited from the customers (primarily
general aviation pilots). The estimated
annual reporting burden is 1333 hours.
SUPPLEMENTARY INFORMATION:
Dated: Issued in Washington, DC, on June
23, 2005.
Judith D. Street,
FAA Information Collection Clearance
Officer, APF–100.
[FR Doc. 05–12884 Filed 6–29–05; 8:45 am]
BILLING CODE 4910–13–M
DEPARTMENT OF TRANSPORTATION
SUMMARY: In compliance with the
Paperwork Reduction Act (44 U.S.C.
3501 et seq.), the FAA invites public
comment on one new public
information collection which will be
submitted to OMB for approval.
DATES: Comments must be received on
or before August 29, 2005.
ADDRESSES: Comments may be mailed
or delivered to the FAA at the following
address: Ms. July Street, ABA–20, Room
613, Federal Aviation Administration,
Information Systems and Technology
Services Staff, 800 Independence Ave.,
SW., Washington, DC 20591.
FOR FURTHER INFORMATION CONTACT: Ms.
Judy Street at the above address or on
(202) 267–9895.
CFR 200.30–3(a)(12).
VerDate jul<14>2003
16:26 Jun 29, 2005
Jkt 205001
Capital City Airport located in Lansing,
Michigan.
SUMMARY: The FAA is making available
an EA and FONSI/ROD for the
evaluation of environmental impacts
associated with a proposed extension to
runway 10R/28L executed by the FAA,
for the Capital City Airport located in
Lansing, Michigan.
Point of Contact: Mr. Brad Davidson,
Environmental Protection Specialist,
FAA Great Lakes Region, Detroit
Airports District Office, 11677 South
Wayne Road, Suite 107, Romulus, MI
48174 (734) 229–2900.
SUPPLEMENTARY INFORMATION: The FAA
is making available an EA and FONSI/
ROD for the evaluation of
environmental impacts associated with
a proposed extension to Runway 10R/
28L, executed by the FAA, for the
Capital City Airport located in Lansing,
Michigan. The purpose of the EA and
FONSI/ROD was to evaluate potential
environmental impacts arising from the
proposed airport improvement project
involving an extension to Runway 10R/
28L.
These documents will be available
during normal business hours at the
following location: FAA Detroit Airports
District Office, 11677 South Wayne
Road, Suite 107, Romulus, MI 48174.
Due to current security requirements,
arrangements must be made with the
point of contact prior to visiting this
office.
Issued in Detroit, Michigan, June 16, 2005.
Irene R. Porter,
Manager, Detroit Airport District Office, FAA,
Great Lakes Region.
[FR Doc. 05–12885 Filed 6–29–05; 8:45 am]
BILLING CODE 4910–13–M
Federal Aviation
Administration (FAA), DOT.
ACTION: Notice.
AGENCY:
11 17
37891
Federal Aviation Administration
Notice of Availability of an
Environmental Assessment (EA) and
Finding of No Significant Impact/
Record of Decision (FONSI/ROD)
Executed by the Federal Aviation
Administration (FAA) for the
Evaluation of Environmental Impacts
Associated With a Proposed Extension
of Runway 10R/28L for the Capital City
Airport Located in Lansing, MI
Federal Aviation
Administration, Department of
Transportation.
AGENCY:
Notice of availability of an EA
and FONSI/ROD executed by the FAA
for the evaluation of environmental
impacts associated with a proposed
extension of Runway 10R/28L for the
ACTION:
PO 00000
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DEPARTMENT OF TRANSPORTATION
Federal Motor Carrier Safety
Administration
[Docket No. FMCSA–2000–8398]
Qualification of Drivers; Exemption
Applications; Vision
Federal Motor Carrier Safety
Administration (FMCSA), DOT.
ACTION: Notice of renewal of exemption;
request for comments.
AGENCY:
SUMMARY: This notice publishes the
FMCSA decision to renew the
exemption from the vision requirement
in the Federal Motor Carrier Safety
Regulations for Mr. Thomas E. Howard.
The FMCSA has statutory authority to
exempt individuals from vision
standards if the exemptions granted will
not compromise safety. The agency has
E:\FR\FM\30JNN1.SGM
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]]>Agencies
[Federal Register Volume 70, Number 125 (Thursday, June 30, 2005)]
[Notices]
[Pages 37889-37891]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: E5-3432]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-51912; File No. SR-NSX-2005-03]
Self-Regulatory Organizations; National Stock Exchange; Notice of
Filing of Proposed Rule Change, and Amendments No. 1 and 2 Thereto,
Relating to the Ongoing Qualification of the Members of NSX's Board of
Directors
June 23, 2005.
Pursuant to Section 19(b)(1) of 1934 (``Act'') \1\ and Rule 19b-4
thereunder,\2\ notice is hereby given that on May 13, 2005, the
National Stock ExchangeSM (the ``Exchange'' or ``NSX''
SM) 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 prepared by NSX. On June 10, 2005,
the Exchange filed Amendment No. 1 to the proposed rule change.\3\ On
June 21, 2005, the Exchange filed Amendment No. 2 to the proposed rule
change.\4\ The Commission is publishing this notice to solicit comments
on the proposed rule change, as amended, from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ In Amendment No. 1, the Exchange clarified certain language
in Section 3(a) of the proposed rule change, made conforming changes
to Exhibit 1 to the proposed rule change and corrected page
numbering errors in the initial filing.
\4\ In Amendment No. 2, the Exchange revised the proposed rule
text, as well as, the proposed rule change's statutory basis
section.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
The Exchange proposes to amend Article V, Section 3 of its By-Laws
which pertains to the ongoing qualification of the members of its Board
of Directors (``Board''). Below is the amended text of the proposed
rule change. Proposed new language is in italics.\5\
---------------------------------------------------------------------------
\5\ The reference to ``Independent Director'' in proposed
Article V, Section 3(b)(2) of the NSX By-Laws is based upon the
Commission's prior approval of Securities Exchange Act Release No.
51765 (May 31, 2005), 70 FR 33238 (June 7, 2005) (SR-NSX-2005-02).
---------------------------------------------------------------------------
* * * * *
CODE OF REGULATIONS (BY-LAWS) OF NATIONAL STOCK EXCHANGE
* * * * *
ARTICLE V
Exchange Organization and Administration
* * * * *
Section 3. Vacancies
(a) Any intraterm vacancy that may occur on the Board caused by
death, resignation or otherwise shall be filled by the Directors then
in office by a person having the same qualifications, as set forth in
Section 1of Article V of these By-Laws, as those of the Director whose
seat is vacant. The person selected to fill such vacancy shall serve
the remaining term of office.
(b) In the event any Director fails to maintain the qualifications
of his designated category, as set forth in Section 1 of Article V of
these By-Laws, of which failure the Board shall be the sole judge, the
Director shall, upon determination of the Board that the Director is no
longer qualified, cease to be a Director, his office shall become
vacant and (effective upon the expiration of the grace period for
requalification set forth in Subsection (1) below), the vacancy may be
filled by the Board with a person who qualifies for the category in
which the vacancy exists.
(1) A Director who fails to maintain the applicable qualifications
will be allowed the later of (i) 45 days from the date when the Board
determines the Director is no longer qualified or (ii)
[[Page 37890]]
until the next regular Board meeting following the date when the Board
makes such determination, in which to requalify and thereafter continue
to serve the remainder of such Director's term. During any such period
up until the time when the Director requalifies, the Director shall be
deemed not to hold office and the seat formerly held by the Director
shall be deemed to be vacant for all purposes. The Board shall be the
sole judge of whether the Director has requalified.
(2) A Director (other than an Independent Director) whose
membership has been suspended does not lose his qualification by reason
of such suspension during the period of suspension.
* * * * *
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 Exchange included statements
concerning the purpose of, and basis for, the proposal and discussed
any comments it received on the proposed rule change, as amended. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange 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 is proposing to amend its By-Laws pertaining to the
ongoing qualification of the members of its Board. Under the proposal,
Article V, Section 3 of the NSX By-Laws would be amended to provide
that if a Director fails to maintain the necessary qualifications of
his respective category,\6\ the Director will cease to be a Director
upon determination by the Board that the Director is no longer
qualified and his office shall become vacant. The proposal will also
provide the later of 45 days or until the next regular Board meeting
for a Director who is no longer qualified for a designated category to
requalify. During any period in which a Director is not qualified for a
designated category, the Director shall be deemed not to hold office
and the position formerly held by the Director shall be deemed vacant
for all purposes. Under the proposal, the Board will be the sole judge
of whether a Director is no longer qualified for his designated
category and whether a Director has requalified. Effective upon the
expiration of the grace period for requalification, the Board may also
fill any resulting vacancy with a person who qualifies for the category
in which the vacancy exists. Finally, the proposal would provide that a
Director (other than an Independent Director) whose membership has been
suspended does not lose his qualification by reason of such suspension
during the period of suspension. Rather, such Director may remain a
Director during the suspension unless he is removed.\7\
---------------------------------------------------------------------------
\6\ The Board is currently composed of thirteen voting
Directors. Those Directors are categorized as follows: ``(a) the
Exchange President; (b) two Proprietary Members with certificates,
or executive officers of Proprietary Member organizations with
certificates, who are Designated Dealers in the National Securities
Trading System (`Designated Dealer Directors'); (c) one Proprietary
Member with certificate or an executive officer of a Proprietary
Member organization with certificate, who conducts a nonmember
public customer business on the Exchange (`At-Large Director'); (d)
the Chairman of [the Chicago Board Options Exchange] (`CBOE
Director'); (e) the President of CBOE (`CBOE Director'); (f) four
CBOE members or executive officers of CBOE member organizations
(`CBOE Directors'); and (g) three representatives of issuers and
investors who shall not be associated with any member of the
Exchange or with any registered broker or dealer or with another
self-regulatory organization, other than as a public trustee or
director (`Public Directors'). Excepting affiliations with national
securities exchanges, no two or more Directors may be partners,
officers of directors of the same person or be affiliated with the
same person.'' See Article V, Section 1.1 of the NSX By-Laws. The
Exchange is proposing to make various changes to the composition of
the Board in a separate rule proposal, which is currently pending
before the Commission. See Securities Exchange Act Release No. 51765
(May 31, 2005), 70 FR 33238 (June 7, 2005) (SR-NSX-2005-02). Through
that proposal, the composition of the Board is proposed to be
revised to consist of the NSX Chief Executive Officer; three Member
Directors; six Independent Directors; and three CBOE Directors.
\7\ A Director may be removed with cause by a majority vote of
those individuals or entities entitled to vote to elect such
Director. See Article V, Section 4 of the NSX By-Laws.
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2. Statutory Basis
The Exchange believes the proposed rule change, as amended,
enhances the fair and efficient governance of the Exchange. Therefore,
NSX believes the proposed rule change, as amended, furthers the
objectives of Section 6(b) of the Act,\8\ in general, and Section
6(b)(3),\9\ in particular, in that it assures a fair representation of
its members in the selection of it directors and administration of its
affairs. The proposed rule change also furthers the objectives of
Section 6(b)(1),\10\ in that it helps to assure that the Exchange is so
organized and has the capacity to be able to carry out the purposes of
the Act and to comply, and to enforce compliance by its members, with
the Act.
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\8\ 15 U.S.C. 78f(b).
\9\ 15 U.S.C. 78f(b)(3).
\10\ 15 U.S.C. 78f(b)(1).
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B. Self-Regulatory Organization's Statement on Burden on Competition
The Exchange does not believe that the proposed rule change, as
amended, will impose any inappropriate 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 solicited or received in connection with
the proposed rule change, as amended.
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, as amended; or
(b) Institute proceedings to determine whether the proposed rule
change, as amended, 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, as amended, is consistent with the Act. Comments may be
submitted by any of the following methods:
Electronic Comments
Use the Commission's Internet comment form (https://
www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-NSX-2005-03 on the subject line.
Paper Comments
Send paper comments in triplicate to Jonathan G. Katz,
Secretary, Securities and Exchange Commission, 100 F Street, NE.,
Washington, DC 20549-9303.
All submissions should refer to File Number SR-NSX-2005-03. 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
[[Page 37891]]
post all comments on the Commission's Internet Web site (https://
www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent
amendments, all written statements with respect to the proposed rule
change, as amended, that are filed with the Commission, and all written
communications relating to the proposed rule change, as amended,
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. Copies of such filing also will be available for
inspection and copying at the principal office of NSX. 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-NSX-2005-03 and should be
submitted on or before July 21, 2005.
For the Commission, by the Division of Market Regulation,
pursuant to delegated authority.\11\
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\11\ 17 CFR 200.30-3(a)(12).
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J. Lynn Taylor,
Assistant Secretary.
[FR Doc. E5-3432 Filed 6-29-05; 8:45 am]
BILLING CODE 8010-01-P
