Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change in Connection With the Proposal of NYSE Euronext To Eliminate the Requirement of an 80 percent Supermajority Vote To Amend or Repeal Section 3.1 of Its Bylaws, 11305-11307 [2011-4427]

Download as PDF Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices to Rule 11.19 because pursuant to amended Rule 200(g) of Regulation SHO, a broker-dealer can mark a short sale order as either ‘‘short’’ or ‘‘short exempt.’’ 18 The Exchange also proposes to make clear in Rule 11.19 that if an order it received is marked ‘‘short exempt,’’ the Exchange will execute, display and/or route the order without regard to the NBB or any short sale price test restriction in effect under Regulation SHO.19 The Exchange also proposes to make clear, as it does in Rule 11.9(d)(1) with respect to intermarket sweep orders, that it relies on a Member’s 20 marking of an order, in this case the ‘‘short exempt’’ marking, when handling such order. Accordingly, proposed Rule 11.19 states that it is the entering Member’s responsibility, not the Exchange’s responsibility, to comply with the requirements of Regulation SHO relating to marking of orders as ‘‘short exempt.’’ 21 jlentini on DSKJ8SOYB1PROD with NOTICES III. Commission Findings The Commission finds that the proposed rule change to amend BATS Rules 11.9, 11.13 and 11.19 to make certain changes consistent with the upcoming implementation of amendments to Regulation SHO is consistent with the Act and the rules and regulations thereunder applicable to national securities exchanges and national securities associations.22 In particular, the Commission finds that the proposal is consistent with the requirements of Section 6(b) of the Act 23 and with Section 6(b)(5) of the Act,24 which, among other things, requires that rules of national securities exchanges be designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and, in general, to protect investors and the public interest. The Commission believes that the proposed rule change will provide clarity on the short sale order handling procedures employed by the Exchange and certain obligations of its Members 18 17 CFR 242.200(g). Rule 200(g)(2) provides that a sale order shall be marked ‘‘short exempt’’ only if the provisions of paragraphs (c) or (d) of Rule 201 of Regulation SHO are met. See also Division of Trading and Markets: Responses to Frequently Asked Questions Concerning Rule 201 of Regulation SHO, Q&A Nos. 5.4 and 5.5. 19 17 CFR 242.201(b)(1)(iii)(B). 20 A ‘‘Member’’ is defined in BATS Rule 1.5(n) as any registered broker or dealer that has been admitted to membership in the Exchange. 21 17 CFR 242.200(g)(2). See also 17 CFR 242.201(c); 17 CFR 242.201(d). 22 In approving the 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). 23 15 U.S.C. 78f(b). 24 15 U.S.C. 78f(b)(5). VerDate Mar<15>2010 18:42 Feb 28, 2011 Jkt 223001 when sending short sale orders to the Exchange consistent with Regulation SHO, as amended. The Commission also believes that the proposed short sale price sliding functionality and amendments to the existing displayed price sliding process should assist Users in executing or displaying their orders consistent with Regulation SHO and Regulation NMS. The Commission also finds good cause, pursuant to Section 19(b)(2) of the Act,25 for approving the proposed rule change on an accelerated basis. The proposed rule change makes changes consistent with the amendments to Regulation SHO. The Commission believes that accelerating approval of the proposed rule change is appropriate as it will allow the proposed amendments to be implemented by the compliance date for the amendments to Regulation SHO. In addition, the Commission believes that the proposed rule change should further the goals of investor protection and fair and orderly markets. IV. Conclusion It is therefore ordered, pursuant to Section 19(b)(2) of the Act,26 that the proposed rule change (File No. SR– BATS–2011–002) be and hereby is approved on an accelerated basis. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.27 Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–4480 Filed 2–28–11; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–63943; File No. SR– NYSEAMEX–2011–06] Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change in Connection With the Proposal of NYSE Euronext To Eliminate the Requirement of an 80 percent Supermajority Vote To Amend or Repeal Section 3.1 of Its Bylaws February 22, 2011. Pursuant to Section 19(b)(1) 1 of the Securities Exchange Act of 1934 (the ‘‘Act’’) 2 and Rule 19b–4 thereunder,3 notice is hereby given that on February 25 15 U.S.C. 78s(b)(2). U.S.C. 78s(b)(2). 27 17 CFR 200.30–3(a)(12). 1 15 U.S.C. 78s(b)(1). 2 15 U.S.C. 78a. 3 17 CFR 240.19b–4. 26 15 PO 00000 Frm 00113 Fmt 4703 Sfmt 4703 11305 11, 2011, NYSE Amex LLC (the ‘‘Exchange’’ or ‘‘NYSE Amex’’) filed with the Securities and Exchange Commission (the ‘‘Commission’’) the proposed rule change as described in Items I, II, and III below, which Items have been prepared by the selfregulatory organization. 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 The Exchange is submitting this rule filing in connection with the proposal of its ultimate parent, NYSE Euronext (the ‘‘Corporation’’),4 to amend its bylaws (the ‘‘Bylaws’’) to eliminate the requirement that the affirmative vote of the holders of not less than 80% of the votes entitled to be cast by the holders of the outstanding capital stock of the Corporation entitled to vote generally in the election of directors is necessary for the stockholders to amend or repeal Article III, Section 3.1 of the Bylaws. The proposed rule change is identical to a rule change filed by the New York Stock Exchange LLC (‘‘NYSE’’) that was recently approved by the Commission.5 The text of the proposed rule change is available at the Exchange, the Commission’s Public Reference Room, and the Exchange’s Web site at http:// www.nyse.com. 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 self-regulatory organization 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 those 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 parts of such statements. A. Self-Regulatory Organization’s Statement of the Purpose of, and the Statutory Basis for, the Proposed Rule Change 1. Purpose The Exchange is submitting this rule filing in connection with the proposal of the Corporation, which is the ultimate 4 NYSE Amex, a Delaware limited liability company, is an indirect wholly-owned subsidiary of NYSE Euronext. 5 Securities Exchange Act Release No. 63792 (January 28, 2011) (File No. SR–NYSE–2010–77). E:\FR\FM\01MRN1.SGM 01MRN1 11306 Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices jlentini on DSKJ8SOYB1PROD with NOTICES parent company of the Exchange, to amend its Bylaws to eliminate the requirement that the affirmative vote of the holders of not less than 80% of the votes entitled to be cast by the holders of the outstanding capital stock of the Corporation entitled to vote generally in the election of directors is necessary for the stockholders to amend or repeal Article III, Section 3.1 of the Bylaws relating to the general powers of the Board of Directors of the Corporation (‘‘Board’’). Section 3.1 also provides that the number of Directors on the Board shall be fixed and changed from time to time exclusively by the Board pursuant to a resolution adopted by two-thirds of the directors then in office. Elimination of this 80% ‘‘supermajority’’ voting provision as it relates to Section 3.1 will have the effect that only a majority of the same number of votes entitled to be cast will be required to amend or repeal this section of the Bylaws. Background In connection with its 2010 Annual Meeting, the Corporation received a stockholder proposal to eliminate the supermajority voting requirements necessary to amend certain provisions of the Corporation’s certificate of incorporation (‘‘Certificate’’) and Bylaws. Following receipt of that proposal, the Corporation began discussions with its regulators regarding the possibility of amending its Certificate and Bylaws to implement the proposal. While recognizing the interest of stockholders in simple majority voting to amend these basic governing documents, the Corporation was also cognizant of the fact that, at the time of the merger between Euronext and NYSE Group that created the Corporation, both European and U.S. regulators were concerned about insuring a balance of U.S. and European perspectives in the governance of the newly formed entity. The regulators and the respective boards of directors viewed the combination of Euronext and NYSE Group as a ‘‘merger of equals,’’ and balanced representation between American and European representatives on the Board was the primary means by which the principle of equality was to be implemented. The regulatory authorities approved supermajority voting to amend the governance provisions in the Certificate and Bylaws considered to be most important in maintaining this balance. Following further discussions between the Corporation and its regulators, the regulators have indicated that they would not oppose a change to a simple majority provision for certain of the provisions currently subject to an 80% voting requirement, including VerDate Mar<15>2010 18:42 Feb 28, 2011 Jkt 223001 Article III, Section 3.1 of the Bylaws. Section 3.1 reads as follows: ‘‘General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors on the Board of Directors shall be fixed and changed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by two-thirds of the directors then in office. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. A director need not be a stockholder.’’ The purpose of this proposed rule change is to implement the decision of the Board to remove the 80% supermajority voting requirement with respect to the aforementioned Bylaw provision. As noted above, the proposed rule change is identical to a rule change filed by the NYSE (the ‘‘NYSE Rule Change’’) that was recently approved by the Commission. 2. Statutory Basis The proposed rule change is consistent with Section 6(b) 6 of the Securities Exchange Act of 1934 (the ‘‘Act’’), in general, and furthers the objectives of Section 6(b)(5) 7 in particular in that it is designed to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, to foster cooperation and coordination with persons engaged in facilitating transactions in securities, 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. More specifically, the Exchange believes that the proposed rule change will permit the Corporation to respond to the stockholder proposal submitted to it while also ensuring ongoing regulatory comfort concerning balanced representation in the governance of the Corporation which will thereby contribute to perfecting the mechanism of a free and open market and a national market system, consistent with the protection of investors and the public interest. 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 on the Proposed Rule Change Received From Members, Participants, or Others No written comments were solicited or received with respect to the proposed rule change. III. Date of Effectiveness of the Proposed Rule Change and Timing for Commission Action The Exchange has filed the proposed rule change pursuant to Section 19(b)(3)(A)(iii) of the Act 8 and Rule 19b–4(f)(6) thereunder.9 Because the 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) by its terms, become operative prior to 30 days from the date on which it was filed, or such shorter time as the Commission may designate, if consistent with the protection of investors and the public interest, the proposed rule change has become effective pursuant to Section 19(b)(3)(A) of the Act and Rule 19b– 4(f)(6)(iii) thereunder. A proposed rule change filed under Rule 19b–4(f)(6) 10 normally does not become operative prior to 30 days after the date of the filing. However, pursuant to Rule 19b–4(f)(6)(iii),11 the Commission may designate a shorter time if such action is consistent with the protection of investors and the public interest. The Exchange has asked the Commission to waive the 30-day operative delay so that the proposal may become operative immediately upon filing. At any time within 60 days of the filing of such 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 Act. IV. Solicitation of Comments Interested persons are invited to submit written data, views, and arguments concerning the foregoing, 8 s15 U.S.C. 78s(b)(3)(A)(iii). CFR 240.19b–4(f)(6). 10 17 CFR 240.19b–4(f)(6). 11 17 CFR 240.19b–4(f)(6)(iii). 9 17 6 15 7 15 PO 00000 U.S.C. 78f(b). U.S.C. 78f(b)(5). Frm 00114 Fmt 4703 Sfmt 4703 E:\FR\FM\01MRN1.SGM 01MRN1 Federal Register / Vol. 76, No. 40 / Tuesday, March 1, 2011 / Notices including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: SMALL BUSINESS ADMINISTRATION Electronic Comments AGENCY: • Use the Commission’s Internet comment form (http://www.sec.gov/ rules/sro.shtml); or • Send an e-mail to rulecomments@sec.gov. Please include File Number SR–NYSEAMEX–2011–06 on the subject line. [Disaster Declaration #12459 and #12460] California Disaster #CA–00162 U.S. Small Business Administration. ACTION: Amendment 1. jlentini on DSKJ8SOYB1PROD with NOTICES This is an amendment of the Administrative declaration of a disaster for the State of California dated 02/02/ 2011. Incident: Severe Winter Storms, Flooding, and Debris and Mud Flows. Paper Comments Incident Period: 12/17/2010 through • Send paper comments in triplicate 01/04/2011. to Elizabeth M. Murphy, Secretary, Effective Date: 02/18/2011. Physical Loan Application Deadline Securities and Exchange Commission, Date: 04/04/2011. 100 F Street, NE., Washington, DC Economic Injury (EIDL) Loan 20549–1090. Application Deadline Date: 11/02/2011. All submissions should refer to File Number SR–NYSEAMEX–2011–06. This ADDRESSES: Submit completed loan applications to: U.S. Small Business file number should be included on the subject line if e-mail is used. To help the Administration, Processing and Disbursement Center, 14925 Kingsport Commission process and review your Road, Fort Worth, TX 76155. comments more efficiently, please use FOR FURTHER INFORMATION CONTACT: A. only one method. The Commission will post all comments on the Commission’s Escobar, Office of Disaster Assistance, U.S. Small Business Administration, Internet Web site (http://www.sec.gov/ 409 3rd Street, SW., Suite 6050, rules/sro.shtml). Copies of the Washington, DC 20416. submission, all subsequent SUPPLEMENTARY INFORMATION: The notice amendments, all written statements of an Administrative declaration for the with respect to the proposed rule State of California, dated 02/02/2011 is change that are filed with the hereby amended to include the Commission, and all written following areas as adversely affected by communications relating to the the disaster. proposed rule change between the Commission and any person, other than Primary Counties: San Diego. Contiguous Counties: those that may be withheld from the California: Imperial. public in accordance with the All other information in the original provisions of 5 U.S.C. 552, will be declaration remains unchanged. available for Web site viewing and printing in the Commission’s Public (Catalog of Federal Domestic Assistance Numbers 59002 and 59008) Reference Room, on official business days between the hours of 10 a.m. and Dated: February 18, 2011. 3 p.m. Copies of the filing also will be Karen G. Mills, available for inspection and copying at Administrator. the principal office of the Exchange. All [FR Doc. 2011–4429 Filed 2–28–11; 8:45 am] comments received will be posted BILLING CODE 8025–01–P without change; the Commission does not edit personal identifying information from submissions. You SMALL BUSINESS ADMINISTRATION should submit only information that you wish to make available publicly. All Small Business Information Security submissions should refer to File Task Force Number SR–NYSEAMEX–2011–06 and should be submitted on or before March AGENCY: U.S. Small Business Administration. 22, 2011. ACTION: Notice of meeting minutes. For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Cathy H. Ahn, Deputy Secretary. [FR Doc. 2011–4427 Filed 2–28–11; 8:45 am] BILLING CODE 8011–01–P 12 17 CFR 200.30–3(a)(12). VerDate Mar<15>2010 18:42 Feb 28, 2011 Jkt 223001 SUMMARY: The SBA is issuing this notice to publish meeting minutes for the Small Business Information Security Task Force Meeting. DATES: 1 p.m., Wednesday, January 12, 2011. ADDRESSES: The meeting was held via teleconference. SUMMARY: PO 00000 Frm 00115 Fmt 4703 Sfmt 9990 11307 Pursuant to section 507(i)(4)(A) of the Credit Card Accountability Responsibility and Disclosure Act of 2009, SBA submits the meeting minutes for the third meeting of the Small Business Information Security Task Force. Chairman, Mr. Rusty Pickens, called the meeting to order on January 12, 2011 at 1 p.m. Roll call was taken and a quorum was established. The meeting followed the provided agenda topics. SUPPLEMENTARY INFORMATION: The first item under discussion was bringing the work plan to a final version and to solidify which Task Force members would own the various topic areas. Task force members were reminded that what was contained on the work plan was a first attempt at aligning the subject areas with member expertise. Mr. Pickens took an action item to refine the scope requirements for the Task Force with specific questions of Identity Theft, Privacy, and Government Contracting information. Additionally, resource and staffing issues to support the work of the Task Force were discussed and Mr. Pickens clarified that there was no confirmation as to if the Task Force had been funded. He took an action item to work with SBA leadership to determine whether funding was available. Suggestions were made of the possibility of the corporate members providing resources such as software and staffing or undertaking fundraising efforts if no formal funding were available. It was reiterated that writers and other staff will be needed to sort and compile the data gathered by the Task Force members. Determining the end deliverable, time frame, and working back from the allocated funding was suggested as a better way to determine resource needs. A high-level budget to accompany the work plan was suggested as a good place to start. Mr. Pickens reminded the group that an informational webinar is scheduled for February 2, 2011 and presented by the PCI Standards Group. In light of the webinar, there will be no official February meeting. The next official meeting date will be determined and distributed in advance via e-mail to the Task Force members. FOR FURTHER INFORMATION CONTACT: Rusty Pickens, Special Consultant to the Office of the CIO, U.S. Small Business Administration, Rusty.Pickens@sba.gov. Paul T. Christy, SBA Chief Information Officer. [FR Doc. 2011–4422 Filed 2–28–11; 8:45 am] BILLING CODE 8025–01–P E:\FR\FM\01MRN1.SGM 01MRN1

Agencies

[Federal Register Volume 76, Number 40 (Tuesday, March 1, 2011)]
[Notices]
[Pages 11305-11307]
From the Federal Register Online via the Government Printing Office [www.gpo.gov]
[FR Doc No: 2011-4427]


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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-63943; File No. SR-NYSEAMEX-2011-06]


Self-Regulatory Organizations; NYSE Amex LLC; Notice of Filing 
and Immediate Effectiveness of Proposed Rule Change in Connection With 
the Proposal of NYSE Euronext To Eliminate the Requirement of an 80 
percent Supermajority Vote To Amend or Repeal Section 3.1 of Its Bylaws

February 22, 2011.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of 
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby 
given that on February 11, 2011, NYSE Amex LLC (the ``Exchange'' or 
``NYSE Amex'') filed with the Securities and Exchange Commission (the 
``Commission'') the proposed rule change as described in Items I, II, 
and III below, which Items have been prepared by the self-regulatory 
organization. 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\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
---------------------------------------------------------------------------

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

    The Exchange is submitting this rule filing in connection with the 
proposal of its ultimate parent, NYSE Euronext (the 
``Corporation''),\4\ to amend its bylaws (the ``Bylaws'') to eliminate 
the requirement that the affirmative vote of the holders of not less 
than 80% of the votes entitled to be cast by the holders of the 
outstanding capital stock of the Corporation entitled to vote generally 
in the election of directors is necessary for the stockholders to amend 
or repeal Article III, Section 3.1 of the Bylaws. The proposed rule 
change is identical to a rule change filed by the New York Stock 
Exchange LLC (``NYSE'') that was recently approved by the 
Commission.\5\ The text of the proposed rule change is available at the 
Exchange, the Commission's Public Reference Room, and the Exchange's 
Web site at http://www.nyse.com.
---------------------------------------------------------------------------

    \4\ NYSE Amex, a Delaware limited liability company, is an 
indirect wholly-owned subsidiary of NYSE Euronext.
    \5\ Securities Exchange Act Release No. 63792 (January 28, 2011) 
(File No. SR-NYSE-2010-77).
---------------------------------------------------------------------------

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 self-regulatory organization 
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 those 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 parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange is submitting this rule filing in connection with the 
proposal of the Corporation, which is the ultimate

[[Page 11306]]

parent company of the Exchange, to amend its Bylaws to eliminate the 
requirement that the affirmative vote of the holders of not less than 
80% of the votes entitled to be cast by the holders of the outstanding 
capital stock of the Corporation entitled to vote generally in the 
election of directors is necessary for the stockholders to amend or 
repeal Article III, Section 3.1 of the Bylaws relating to the general 
powers of the Board of Directors of the Corporation (``Board''). 
Section 3.1 also provides that the number of Directors on the Board 
shall be fixed and changed from time to time exclusively by the Board 
pursuant to a resolution adopted by two-thirds of the directors then in 
office. Elimination of this 80% ``supermajority'' voting provision as 
it relates to Section 3.1 will have the effect that only a majority of 
the same number of votes entitled to be cast will be required to amend 
or repeal this section of the Bylaws.
Background
    In connection with its 2010 Annual Meeting, the Corporation 
received a stockholder proposal to eliminate the supermajority voting 
requirements necessary to amend certain provisions of the Corporation's 
certificate of incorporation (``Certificate'') and Bylaws. Following 
receipt of that proposal, the Corporation began discussions with its 
regulators regarding the possibility of amending its Certificate and 
Bylaws to implement the proposal. While recognizing the interest of 
stockholders in simple majority voting to amend these basic governing 
documents, the Corporation was also cognizant of the fact that, at the 
time of the merger between Euronext and NYSE Group that created the 
Corporation, both European and U.S. regulators were concerned about 
insuring a balance of U.S. and European perspectives in the governance 
of the newly formed entity. The regulators and the respective boards of 
directors viewed the combination of Euronext and NYSE Group as a 
``merger of equals,'' and balanced representation between American and 
European representatives on the Board was the primary means by which 
the principle of equality was to be implemented. The regulatory 
authorities approved supermajority voting to amend the governance 
provisions in the Certificate and Bylaws considered to be most 
important in maintaining this balance.
    Following further discussions between the Corporation and its 
regulators, the regulators have indicated that they would not oppose a 
change to a simple majority provision for certain of the provisions 
currently subject to an 80% voting requirement, including Article III, 
Section 3.1 of the Bylaws. Section 3.1 reads as follows:
    ``General Powers. The business and affairs of the Corporation shall 
be managed by or under the direction of the Board of Directors. The 
number of directors on the Board of Directors shall be fixed and 
changed from time to time exclusively by the Board of Directors 
pursuant to a resolution adopted by two-thirds of the directors then in 
office. In addition to the powers and authorities expressly conferred 
upon them by these Bylaws, the Board of Directors may exercise all such 
powers of the Corporation and do all such lawful acts and things as are 
not by statute or by the Certificate of Incorporation or by these 
Bylaws required to be exercised or done by the stockholders. A director 
need not be a stockholder.''
    The purpose of this proposed rule change is to implement the 
decision of the Board to remove the 80% supermajority voting 
requirement with respect to the aforementioned Bylaw provision.
    As noted above, the proposed rule change is identical to a rule 
change filed by the NYSE (the ``NYSE Rule Change'') that was recently 
approved by the Commission.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) \6\ of the 
Securities Exchange Act of 1934 (the ``Act''), in general, and furthers 
the objectives of Section 6(b)(5) \7\ in particular in that it is 
designed to prevent fraudulent and manipulative acts and practices, to 
promote just and equitable principles of trade, to foster cooperation 
and coordination with persons engaged in facilitating transactions in 
securities, 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. More specifically, the 
Exchange believes that the proposed rule change will permit the 
Corporation to respond to the stockholder proposal submitted to it 
while also ensuring ongoing regulatory comfort concerning balanced 
representation in the governance of the Corporation which will thereby 
contribute to perfecting the mechanism of a free and open market and a 
national market system, consistent with the protection of investors and 
the public interest.
---------------------------------------------------------------------------

    \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 on the Proposed 
Rule Change Received From Members, Participants, or Others

    No written comments were solicited or received with respect to the 
proposed rule change.

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

    The Exchange has filed the proposed rule change pursuant to Section 
19(b)(3)(A)(iii) of the Act \8\ and Rule 19b-4(f)(6) thereunder.\9\ 
Because the 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) by its terms, become 
operative prior to 30 days from the date on which it was filed, or such 
shorter time as the Commission may designate, if consistent with the 
protection of investors and the public interest, the proposed rule 
change has become effective pursuant to Section 19(b)(3)(A) of the Act 
and Rule 19b-4(f)(6)(iii) thereunder.
---------------------------------------------------------------------------

    \8\ s15 U.S.C. 78s(b)(3)(A)(iii).
    \9\ 17 CFR 240.19b-4(f)(6).
---------------------------------------------------------------------------

    A proposed rule change filed under Rule 19b-4(f)(6) \10\ normally 
does not become operative prior to 30 days after the date of the 
filing. However, pursuant to Rule 19b-4(f)(6)(iii),\11\ the Commission 
may designate a shorter time if such action is consistent with the 
protection of investors and the public interest. The Exchange has asked 
the Commission to waive the 30-day operative delay so that the proposal 
may become operative immediately upon filing.
---------------------------------------------------------------------------

    \10\ 17 CFR 240.19b-4(f)(6).
    \11\ 17 CFR 240.19b-4(f)(6)(iii).
---------------------------------------------------------------------------

    At any time within 60 days of the filing of such 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 Act.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing,

[[Page 11307]]

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-NYSEAMEX-2011-06 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-NYSEAMEX-2011-06. 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, 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 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 available publicly. All submissions should refer to 
File Number SR-NYSEAMEX-2011-06 and should be submitted on or before 
March 22, 2011.

    For the Commission, by the Division of Trading and Markets, 
pursuant to delegated authority.\12\
---------------------------------------------------------------------------

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

Cathy H. Ahn,
Deputy Secretary.
[FR Doc. 2011-4427 Filed 2-28-11; 8:45 am]
BILLING CODE 8011-01-P