81 FR 33285 - Self-Regulatory Organizations; Municipal Securities Rulemaking Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change Consisting of Amendments to the MSRB's Amended and Restated Articles of Incorporation

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 81, Issue 101 (May 25, 2016)

[Federal Register Volume 81, Number 101 (Wednesday, May 25, 2016)]
[Notices]
[Pages 33285-33286]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2016-12238]



[[Page 33285]]

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

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-77856; File No. SR-MSRB-2016-06]


Self-Regulatory Organizations; Municipal Securities Rulemaking 
Board; Notice of Filing and Immediate Effectiveness of a Proposed Rule 
Change Consisting of Amendments to the MSRB's Amended and Restated 
Articles of Incorporation

May 19, 2016.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(the ``Act'' or ``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ 
notice is hereby given that on May 5, 2016, the Municipal Securities 
Rulemaking Board (the ``MSRB'' or ``Board'') filed with the Securities 
and Exchange Commission (the ``Commission'' or ``SEC'') the proposed 
rule change as described in Items I, II, and III below, which Items 
have been prepared by the MSRB. 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

    The MSRB filed with the Commission a proposed rule change 
consisting of amendments to the MSRB's Amended and Restated Articles of 
Incorporation (``Articles of Incorporation'') (``proposed rule 
change''). The MSRB has designated the proposed rule change for 
immediate effectiveness.
    The text of the proposed rule change is available on the MSRB's Web 
site at www.msrb.org/Rules-and-Interpretations/SEC-Filings/2016-Filings.aspx, at the MSRB's principal office, and at the Commission's 
Public Reference Room.

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

    In its filing with the Commission, the MSRB included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. The MSRB has prepared summaries, set forth in Sections 
A, B, and C below, of the most significant aspects of such statements.

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

1. Purpose
    On March 17, 2016, the Commission approved a proposed rule change 
consisting of amendments to MSRB Rule A-3, on membership on the 
Board.\3\ The amendments, among other things, lengthened the term of 
Board member service from three to four years and changed the number 
and size of Board classes from three classes comprised of seven members 
to four classes--one class comprised of six members and three classes 
of five. Additionally, the amendments deleted a provision that related 
to a previous transition process the MSRB used to increase its Board 
size from 15 to 21 members and to be in compliance with new 
requirements established by the Dodd-Frank Wall Street Reform and 
Consumer Protection Act of 2010.\4\
---------------------------------------------------------------------------

    \3\ See Exchange Act Release No. 77390 (Mar. 17, 2016), 81 FR 
15582 (Mar. 23, 2016) (File No. SR-MSRB-2016-01) (``SEC Approval 
Order'').
    \4\ See Public Law 111-203, 124 Stat. 1376; Exchange Act Release 
No. 65424 (Sept. 28, 2011), 76 FR 61407 (Oct. 4, 2011) (File No. SR-
MSRB-2011-11) (approving the MSRB's establishment of a Board 
structure of 21 Board members divided into three classes, with each 
class being comprised of seven members who would serve staggered 
three-year terms).
---------------------------------------------------------------------------

    The purpose of the proposed rule change is to amend the Articles of 
Incorporation as necessary and appropriate to conform them to amended 
Rule A-3, as described above.\5\ The proposed rule change will become 
operative on October 1, 2016, at the beginning of the first MSRB fiscal 
year for which the new term length and class structure will apply, and 
the MSRB will file the Articles of Incorporation with the Commonwealth 
of Virginia at a later date in accordance with Virginia law.
---------------------------------------------------------------------------

    \5\ The MSRB will also amend its by-laws to reflect the recent 
amendments to Rule A-3.
---------------------------------------------------------------------------

2. Statutory Basis
    The MSRB has adopted the proposed rule change pursuant to Sections 
15B(b)(1) and (2) of the Exchange Act,\6\ which require, among other 
things, that the rules of the Board establish fair procedures for the 
nomination and election of members of the Board and assure fair 
representation in such nominations and elections of public 
representatives, broker-dealer representatives, bank representatives, 
and advisor representatives and the terms that shall be served by such 
members.\7\ The MSRB believes that the proposed rule change is 
consistent with Sections 15B(b)(1) and (2) of the Exchange Act by 
conforming the Articles of Incorporation of the Board to amended Rule 
A-3.
---------------------------------------------------------------------------

    \6\ 15 U.S.C. 78o-4(b)(1)-(2).
    \7\ 15 U.S.C. 78o-4(b)(2)(B).
---------------------------------------------------------------------------

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

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

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

    Written comments were neither solicited nor received on the 
proposed rule change.

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

    The foregoing rule change has become effective pursuant to Section 
19(b)(3)(A) of the Act \8\ and paragraph (f) of Rule 19b-4 
thereunder.\9\ At any time within 60 days of the filing of the proposed 
rule change, the Commission summarily may temporarily suspend such rule 
change if it appears to the Commission that such action is necessary or 
appropriate in the public interest, for the protection of investors, or 
otherwise in furtherance of the purposes of the Act.
---------------------------------------------------------------------------

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

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Comments may be submitted by any of 
the following methods:

Electronic Comments

     Use the Commission's Internet comment form (http://www.sec.gov/rules/sro.shtml); or
     Send an email to [email protected]. Please include 
File Number SR-MSRB-2016-06 on the subject line.

Paper Comments

     Send paper comments in triplicate to Secretary, Securities 
and Exchange Commission, 100 F Street NE., Washington, DC 20549.

All submissions should refer to File Number SR-MSRB-2016-06. This file

[[Page 33286]]

number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method. The Commission will post all comments on 
the Commission's Internet Web site (http://www.sec.gov/rules/sro.shtml). Copies of the submission, all subsequent amendments, all 
written statements with respect to the proposed rule change that are 
filed with the Commission, and all written communications relating to 
the proposed rule change between the Commission and any person, other 
than those that may be withheld from the public in accordance with the 
provisions of 5 U.S.C. 552, will be available for Web site viewing and 
printing in the Commission's Public Reference Room, 100 F Street NE., 
Washington, DC 20549 on official business days between the hours of 
10:00 a.m. and 3:00 p.m. Copies of the filing also will be available 
for inspection and copying at the principal office of the MSRB. All 
comments received will be posted without change; the Commission does 
not edit personal identifying information from submissions. You should 
submit only information that you wish to make available publicly. All 
submissions should refer to File Number SR-MSRB-2016-06 and should be 
submitted on or before June 15, 2016.

    For the Commission, pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Robert W. Errett,
Deputy Secretary.
[FR Doc. 2016-12238 Filed 5-24-16; 8:45 am]
 BILLING CODE 8011-01-P