Self-Regulatory Organizations; Financial Industry Regulatory Authority, Inc.; Notice of Filing of Proposed Rule Change Relating to the Restated Certificate of Incorporation of Financial Industry Regulatory Authority, Inc., 30457-30459 [2010-12987]
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Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices
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to the comment.34 The commenter
opposed the rule filing arguing that the
proposed rule change would not
‘‘redound to the benefit of investors’’
because: (1) The Chair of the FINRA
Dispute Resolution Board would be
selected by FINRA; (2) FINRA, by
selecting the Chair of the FINRA
Dispute Resolution Board, may prevent
a director of FINRA Dispute Resolution
from ‘‘suggesting a measure that might
bring some element of fairness to the
dispute resolution process’’; and (3)
FINRA would have the power to remove
directors of FINRA Dispute
Resolution.35
FINRA responded to the commenter’s
concern regarding the selection of the
Chair of the FINRA Dispute Resolution
Board by stating that since the FINRA
Board is comprised of a majority of
public governors, ‘‘the majority will be
able to represent the interests of the
investing public regarding the selection
of the [Chair of the FINRA Dispute
Resolution Board]’’.36 FINRA also noted
that, ‘‘as the proposed FINRA Dispute
Resolution By-Laws require that the
number of Public Directors exceeds the
number of Industry Directors, matters
affecting the dispute resolution process
also would be controlled by a majority
of Public Directors’’.37
With respect to the commenter’s
concern that the proposed rule change
would provide the Chair with the
authority to prevent matters from being
raised at a meeting, FINRA stated that
the Chair cannot prevent an item from
being raised at a meeting. FINRA also
noted that any member of the Board
may raise a matter for consideration and
that the Chair may influence when the
matter is heard, but cannot prevent it
from being heard.38
In response to the commenter’s
concern regarding FINRA’s power to
remove directors of FINRA Dispute
Resolution with or without cause,
FINRA reiterated that Delaware law
requires that the stockholder have the
power to remove directors. Since FINRA
is the stockholder of FINRA Dispute
Resolution, the removal of a Director
from FINRA Dispute Resolution’s Board
is also a function that is controlled by
FINRA’s Board. FINRA also stated that
since the FINRA Board is comprised of
a majority of public governors, that
majority would consider the public
interests and market implications in
determining whether to remove a
34 See letter from Mignon McLemore, Assistant
Chief Counsel, FINRA Dispute Resolution, dated
May 5, 2010 (‘‘FINRA Letter’’).
35 See Estell Letter.
36 See FINRA Letter at page 1.
37 Id.
38 See FINRA Letter at page 2.
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Director from FINRA Dispute
Resolution’s Board.39
III. Discussion and Findings
After careful review of the proposed
rule change, the comment received, and
FINRA’s response to the comment, the
Commission finds the proposed rule
change to be consistent with the
requirements of the Act and the rules
and regulations thereunder applicable to
a national securities association.40 In
particular, the Commission finds that
the proposed rule change is consistent
with the provisions of Section 15A(b)(6)
of the Act.41, which requires, among
other things, that FINRA rules must be
designed to prevent fraudulent and
manipulative acts and practices; to
promote just and equitable principles of
trade; to remove impediments to and
perfect the mechanism of a free and
open market and a national market
system; and, in general, to protect
investors and the public interest.
The Commission believes that the
proposed rule change is consistent with
FINRA’s obligations under the Act. In
particular, the proposed rule change
will conform definitions in the By-Laws
with definitions in the Act, as well as
to the By-Laws of FINRA and FINRA
Regulation. The proposed rule change
will also conform other provisions of
the By-Laws with the FINRA and FINRA
Regulation By-Laws and be consistent
with Delaware law, under which all the
entities are organized. In addition, the
proposed rule change would clarify that
FINRA members remain subject to the
requirements of the Codes after their
membership has been terminated or
cancelled.
IV. Conclusion
For the foregoing reasons, the
Commission finds that the proposed
rule change is consistent with the Act
and the rules and regulations
thereunder applicable to a national
securities association.
It is therefore ordered, pursuant to
Section 19(b)(2) of the Act,42 that the
proposed rule change (SR–FINRA–
2010–007) be and hereby is approved.
39 Id.
40 In approving this proposed rule change, the
Commission has considered the proposed rule’s
impact on efficiency, competition and capital
formation. See 15 U.S.C. 78c(f).
41 15 U.S.C. 78o–3(b)(6).
42 15 U.S.C. 78s(b)(2).
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30457
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.43
Florence E. Harmon,
Deputy Secretary.
[FR Doc. 2010–13005 Filed 5–28–10; 8:45 am]
BILLING CODE 8011–01–P
SECURITIES AND EXCHANGE
COMMISSION
[Release No. 34–62160; File No. SR–FINRA–
2010–027]
Self-Regulatory Organizations;
Financial Industry Regulatory
Authority, Inc.; Notice of Filing of
Proposed Rule Change Relating to the
Restated Certificate of Incorporation of
Financial Industry Regulatory
Authority, Inc.
May 24, 2010.
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 May 21,
2010, Financial Industry Regulatory
Authority, Inc. (‘‘FINRA’’) 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 FINRA. The Commission is
publishing this notice to solicit
comments on the proposed rule change
from interested persons.
I. Self-Regulatory Organization’s
Statement of the Terms of Substance of
the Proposed Rule Change
FINRA is proposing to amend the
Restated Certificate of Incorporation of
FINRA (the ‘‘Certificate of
Incorporation’’) to specify the quorum
requirements for a meeting of FINRA
members, in anticipation of
amendments to the General Corporation
Law of the State of Delaware (the
‘‘General Corporation Law’’). The
proposed rule change would serve to
maintain the status quo with respect to
the quorum requirements for meetings
of members.
The text of the proposed rule change
is available on FINRA’s Web site at
https://www.finra.org, on the
Commission’s Web site at https://
www.sec.gov, at the principal office of
FINRA and at the Commission’s Public
Reference Room.
43 17
CFR 200.30–3(a)(12).
U.S.C. 78s(b)(1).
2 17 CFR 240.19b–4.
1 15
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Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices
II. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
In its filing with the Commission,
FINRA 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. FINRA has prepared
summaries, set forth in sections A, B,
and C below, of the most significant
aspects of such statements.
erowe on DSK5CLS3C1PROD with NOTICES
A. Self-Regulatory Organization’s
Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule
Change
1. Purpose
The proposed rule change would
amend FINRA’s Certificate of
Incorporation to specify the quorum
required at a meeting of FINRA
members and where a separate vote by
classes or groups is required. FINRA is
proposing this rule change in
anticipation of amendments to the
General Corporation Law, described in
detail below, to preserve FINRA’s
current quorum requirements.
FINRA is a nonstock corporation
under the General Corporation Law.
Generally, Section 215(c) of the General
Corporation Law provides that the
certificate of incorporation or bylaws of
a nonstock corporation may specify the
number of members having voting
power who shall be present or
represented by proxy at any meeting in
order to constitute a quorum for, and the
votes that shall be necessary for, the
transaction of any business.3 However,
in the absence of such specification in
the certificate of incorporation or
bylaws of a nonstock corporation, onethird of the members of such
corporation constitute a quorum at a
meeting of such members.4
Neither FINRA’s Certificate of
Incorporation nor its By-Laws specify
the quorum required at a meeting of its
members. Accordingly, pursuant to
Section 215(c)(1) of the General
Corporation Law, attendance in person
or by proxy of one-third of FINRA
members currently constitutes a quorum
at a meeting of such members.5
On August 1, 2010, the General
Corporation Law will be amended to,
among other things, clarify the
application of the statute to nonstock
corporations. As part of the
Code Ann. tit. 8 § 215(c) (2010).
Code Ann. tit. 8 § 215(c)(1) (2010).
5 Del. Code Ann. tit. 8 § 215(c)(1) (2010).
amendments, a new Section 215(c)(4)
will define the quorum necessary to take
action where a separate vote by a class
or group of members is required and the
certificate of incorporation or bylaws of
the nonstock corporation do not specify
the requisite quorum. Specifically, from
and after August 1, 2010, if the
certificate of incorporation or bylaws of
a nonstock corporation do not specify
the quorum necessary to transact
business at a meeting of its members,
(1) one-third of the members shall
constitute a quorum at a meeting of
members; and (2) ‘‘[w]here a separate
vote by a class or group or classes or
groups is required, a majority of the
members of such class or group or
classes or groups, present in person or
represented by proxy, shall constitute a
quorum entitled to take action with
respect to that vote on that matter
* * *’’ 6
FINRA is proposing an amendment to
its Certificate of Incorporation to
maintain the status quo with respect to
its current quorum requirements.
Accordingly, the proposed rule change
would amend Article Ninth of FINRA’s
Certificate of Incorporation to specify
that, at all meetings of members of
FINRA, the presence in person or by
proxy of one-third of the members
entitled to vote at the meeting shall be
necessary and sufficient to constitute a
quorum; provided, however, where a
separate vote by a class or group or
classes or groups is required, the
presence in person or by proxy of onethird of the members of such class or
group or classes or groups shall be
necessary and sufficient to constitute a
quorum with respect to that vote on that
matter.
By specifying the quorum
requirements in the Certification of
Incorporation, the proposed rule change
would maintain the one-third quorum
requirement where separate votes of
classes or groups of members is
required, thus avoiding the new default
quorum requirement (i.e., a majority) for
such votes as set forth in the new
Section 215(c)(4) of the General
Corporation Law. Pursuant to the
FINRA Certificate of Incorporation and
the FINRA By-Laws, members vote as
three distinct classes, based upon firm
size, to elect the FINRA Board of
Governors, i.e., Small Firm Governors,
Mid-Size Firm Governors and Large
Firm Governors. In this regard, the
proposed rule change not only would
preserve the status quo, but it also
would facilitate the ability of members
to conduct business at meetings and
exercise their voting rights.
The effective date of the proposed
rule change will be the date of approval
by the Commission; provided, however,
assuming Commission approval of the
proposed rule change, the amendment
to the Certificate of Incorporation will
become effective upon filing with the
Secretary of State of the State of
Delaware.
2. Statutory Basis
FINRA believes that the proposed rule
change is consistent with the provisions
of Section 15A of the Act,7 including
Section 15A(b)(2) of the Act,8 in that it
will permit FINRA to carry out the
purposes of the Act, to comply with the
Act, and to enforce compliance by
FINRA members and persons associated
with members with the Act, the rules
and regulations thereunder, and FINRA
rules. The proposed rule change will
preserve FINRA’s current quorum
requirements, facilitating the ability of
members to conduct business at
meetings.
B. Self-Regulatory Organization’s
Statement on Burden on Competition
FINRA 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.
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
3 Del.
4 Del.
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6 Del. H.B. 341, 145th Gen. Assem. § 19 (2010)
(emphasis added).
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U.S.C. 78o–3.
U.S.C. 78o–3(b)(2).
01JNN1
Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices
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:
Department of State.
Notice of a Waiver
Determination under Section
202(d)(4)(A)(ii) of the United States
Leadership against HIV/AIDS,
Tuberculosis, and Malaria Act of 2003,
as amended, for Fiscal Year 2008.
SUMMARY: This is a notice of a waiver
determination under Section
202(d)(4)(A)(ii) of the United States
Leadership Against HIV/AIDS,
Tuberculosis, and Malaria Act of 2003,
as amended by the Tom Lantos and
Henry J. Hyde United States Global
Leadership Against HIV/AIDS,
Tuberculosis, and Malaria
Reauthorization Act of 2008 (the
Leadership Act). The Leadership Act
requires that the U.S. Global AIDS
Coordinator withhold from the U.S.
contribution to the Global Fund an
amount equal to expenditures by the
Global Fund in the previous fiscal year
to governments of countries that have
been determined to have repeatedly
provided support for acts of
international terrorism in accordance
with section 6(j)(1) of the Export
Administration Act of 1979 (50 U.S.C.
App. 2405 (j)(1)) (the ‘‘6(j) list’’).
The government of the Republic of
Sudan is designated on the ‘‘6(j) list.’’
Thus, Global Fund expenditures to the
Government of the Republic of Sudan
trigger a withholding requirement from
the U.S. contribution to the Global
Fund, subject to the waiver authority
provided for Global Fund expenditures
in Southern Sudan. During FY 2007,
$260,139 was provided to government
entities in Southern Sudan under
malaria and HIV/AIDS grants, thus
triggering a potential withholding
requirement in this amount from the FY
2008 U.S. contribution to the Global
Fund. These funds were used to support
malaria treatment, create State HIV/
AIDS Commissions in all ten southern
Sudan states, provide needed financial
support for project specialists, and meet
other incurred expenses under HIV/
AIDS and malaria grants.
Under the Leadership Act, the
President has authority to waive the
withholding requirement for assistance
overseen by the Southern Sudan
Country Coordinating Mechanism
(SSCCM) if such an action is justified by
the national interest or for humanitarian
reasons. This authority has been
delegated to the U.S. Global AIDS
Coordinator. The United States places a
high priority on ensuring appropriate
disbursement and expenditure of
foreign development and humanitarian
funding. Following consultations with
the relevant Congressional committees,
the U.S. Global AIDS Coordinator has
determined waiver of the withholding
requirement for assistance by the Global
Fund to the Autonomous Government of
Southern Sudan through the Global
Fund SSCCM is justified for
humanitarian reasons. The application
of the withholding requirement of
Section 202(d)(4)(A)(ii) of the Act is
hereby waived with respect to such
assistance, allowing for the additional
contribution of $260,139 to the Global
Fund from the FY 2008 appropriations
for the U. S. contribution to the Global
Fund. This notice of waiver
determination is published in the
Federal Register in compliance with
Section 202(d)(4)(A)(ii) of the
Leadership Act.
DATES: Date Effective: May 26, 2010.
FOR FURTHER INFORMATION CONTACT:
Margaret Lidstone, Director, Multilateral
Diplomacy, Office of the Global AIDS
Coordinator (202) 663–2586.
Dated: May 14, 2010.
Eric P. Goosby,
Ambassador, Office of the U.S. Global AIDS
Coordinator, Department of State.
[FR Doc. 2010–12987 Filed 5–28–10; 8:45 am]
Electronic Comments
BILLING CODE 8010–01–P
• 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–FINRA–2010–027 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.
erowe on DSK5CLS3C1PROD with NOTICES
For the Commission, by the Division of
Trading and Markets, pursuant to delegated
authority.9
Florence E. Harmon,
Deputy Secretary.
All submissions should refer to File
Number SR–FINRA–2010–027. 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
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 the filing also
will be available for inspection and
copying at the principal office of
FINRA. 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–FINRA–2010–027 and
should be submitted on or before June
22, 2010.
DEPARTMENT OF STATE
[Public Notice 7033]
Assistance to the Autonomous
Government of Southern Sudan and
the United States Contribution to the
Global Fund To Fight AIDS,
Tuberculosis and Malaria (Global
Fund) for Fiscal Year 2008
AGENCY:
ACTION:
9 17
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[FR Doc. 2010–13060 Filed 5–28–10; 8:45 am]
BILLING CODE 4701–10–P
DEPARTMENT OF STATE
[Public Notice 7032]
Culturally Significant Objects Imported
for Exhibition Determinations:
‘‘Dynasty and Divinity: Ife Art in
Ancient Nigeria’’
SUMMARY: Notice is hereby given of the
following determinations: Pursuant to
the authority vested in me by the Act of
October 19, 1965 (79 Stat. 985; 22 U.S.C.
2459), Executive Order 12047 of March
27, 1978, the Foreign Affairs Reform and
Restructuring Act of 1998 (112 Stat.
2681, et seq.; 22 U.S.C. 6501 note, et
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]]>Agencies
[Federal Register Volume 75, Number 104 (Tuesday, June 1, 2010)]
[Notices]
[Pages 30457-30459]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2010-12987]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-62160; File No. SR-FINRA-2010-027]
Self-Regulatory Organizations; Financial Industry Regulatory
Authority, Inc.; Notice of Filing of Proposed Rule Change Relating to
the Restated Certificate of Incorporation of Financial Industry
Regulatory Authority, Inc.
May 24, 2010.
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 May 21, 2010, Financial Industry Regulatory Authority, Inc.
(``FINRA'') 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 FINRA. The
Commission is publishing this notice to solicit comments on the
proposed rule change from interested persons.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------
I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change
FINRA is proposing to amend the Restated Certificate of
Incorporation of FINRA (the ``Certificate of Incorporation'') to
specify the quorum requirements for a meeting of FINRA members, in
anticipation of amendments to the General Corporation Law of the State
of Delaware (the ``General Corporation Law''). The proposed rule change
would serve to maintain the status quo with respect to the quorum
requirements for meetings of members.
The text of the proposed rule change is available on FINRA's Web
site at https://www.finra.org, on the Commission's Web site at https://www.sec.gov, at the principal office of FINRA and at the Commission's
Public Reference Room.
[[Page 30458]]
II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change
In its filing with the Commission, FINRA 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. FINRA 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 proposed rule change would amend FINRA's Certificate of
Incorporation to specify the quorum required at a meeting of FINRA
members and where a separate vote by classes or groups is required.
FINRA is proposing this rule change in anticipation of amendments to
the General Corporation Law, described in detail below, to preserve
FINRA's current quorum requirements.
FINRA is a nonstock corporation under the General Corporation Law.
Generally, Section 215(c) of the General Corporation Law provides that
the certificate of incorporation or bylaws of a nonstock corporation
may specify the number of members having voting power who shall be
present or represented by proxy at any meeting in order to constitute a
quorum for, and the votes that shall be necessary for, the transaction
of any business.\3\ However, in the absence of such specification in
the certificate of incorporation or bylaws of a nonstock corporation,
one-third of the members of such corporation constitute a quorum at a
meeting of such members.\4\
---------------------------------------------------------------------------
\3\ Del. Code Ann. tit. 8 Sec. 215(c) (2010).
\4\ Del. Code Ann. tit. 8 Sec. 215(c)(1) (2010).
---------------------------------------------------------------------------
Neither FINRA's Certificate of Incorporation nor its By-Laws
specify the quorum required at a meeting of its members. Accordingly,
pursuant to Section 215(c)(1) of the General Corporation Law,
attendance in person or by proxy of one-third of FINRA members
currently constitutes a quorum at a meeting of such members.\5\
---------------------------------------------------------------------------
\5\ Del. Code Ann. tit. 8 Sec. 215(c)(1) (2010).
---------------------------------------------------------------------------
On August 1, 2010, the General Corporation Law will be amended to,
among other things, clarify the application of the statute to nonstock
corporations. As part of the amendments, a new Section 215(c)(4) will
define the quorum necessary to take action where a separate vote by a
class or group of members is required and the certificate of
incorporation or bylaws of the nonstock corporation do not specify the
requisite quorum. Specifically, from and after August 1, 2010, if the
certificate of incorporation or bylaws of a nonstock corporation do not
specify the quorum necessary to transact business at a meeting of its
members, (1) one-third of the members shall constitute a quorum at a
meeting of members; and (2) ``[w]here a separate vote by a class or
group or classes or groups is required, a majority of the members of
such class or group or classes or groups, present in person or
represented by proxy, shall constitute a quorum entitled to take action
with respect to that vote on that matter * * *'' \6\
---------------------------------------------------------------------------
\6\ Del. H.B. 341, 145th Gen. Assem. Sec. 19 (2010) (emphasis
added).
---------------------------------------------------------------------------
FINRA is proposing an amendment to its Certificate of Incorporation
to maintain the status quo with respect to its current quorum
requirements. Accordingly, the proposed rule change would amend Article
Ninth of FINRA's Certificate of Incorporation to specify that, at all
meetings of members of FINRA, the presence in person or by proxy of
one-third of the members entitled to vote at the meeting shall be
necessary and sufficient to constitute a quorum; provided, however,
where a separate vote by a class or group or classes or groups is
required, the presence in person or by proxy of one-third of the
members of such class or group or classes or groups shall be necessary
and sufficient to constitute a quorum with respect to that vote on that
matter.
By specifying the quorum requirements in the Certification of
Incorporation, the proposed rule change would maintain the one-third
quorum requirement where separate votes of classes or groups of members
is required, thus avoiding the new default quorum requirement (i.e., a
majority) for such votes as set forth in the new Section 215(c)(4) of
the General Corporation Law. Pursuant to the FINRA Certificate of
Incorporation and the FINRA By-Laws, members vote as three distinct
classes, based upon firm size, to elect the FINRA Board of Governors,
i.e., Small Firm Governors, Mid-Size Firm Governors and Large Firm
Governors. In this regard, the proposed rule change not only would
preserve the status quo, but it also would facilitate the ability of
members to conduct business at meetings and exercise their voting
rights.
The effective date of the proposed rule change will be the date of
approval by the Commission; provided, however, assuming Commission
approval of the proposed rule change, the amendment to the Certificate
of Incorporation will become effective upon filing with the Secretary
of State of the State of Delaware.
2. Statutory Basis
FINRA believes that the proposed rule change is consistent with the
provisions of Section 15A of the Act,\7\ including Section 15A(b)(2) of
the Act,\8\ in that it will permit FINRA to carry out the purposes of
the Act, to comply with the Act, and to enforce compliance by FINRA
members and persons associated with members with the Act, the rules and
regulations thereunder, and FINRA rules. The proposed rule change will
preserve FINRA's current quorum requirements, facilitating the ability
of members to conduct business at meetings.
---------------------------------------------------------------------------
\7\ 15 U.S.C. 78o-3.
\8\ 15 U.S.C. 78o-3(b)(2).
---------------------------------------------------------------------------
B. Self-Regulatory Organization's Statement on Burden on Competition
FINRA 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.
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
[[Page 30459]]
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 (https://www.sec.gov/rules/sro.shtml); or
Send an e-mail to rule-comments@sec.gov. Please include
File Number SR-FINRA-2010-027 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-FINRA-2010-027. 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 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 the filing also will be
available for inspection and copying at the principal office of FINRA.
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-FINRA-2010-027
and should be submitted on or before June 22, 2010.
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. 2010-12987 Filed 5-28-10; 8:45 am]
BILLING CODE 8010-01-P
