[Federal Register Volume 62, Number 175 (Wednesday, September 10, 1997)]
[Notices]
[Pages 47711-47712]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 97-23956]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-39008; File No. SR-Amex-97-32]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by American Stock Exchange, Inc. Relating to Board Telephone 
Conferencing and Exchange Official Qualification Requirements

September 3, 1997.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''),\1\ notice is hereby given that on August 20, 1997, the 
American Stock Exchange, Inc. (``Amex'' or ``Exchange'') filed with the 
Securities and Exchange Commission (``SEC'' or ``Commission'')

[[Page 47712]]

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.
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    \1\ 15 U.S.C. 78s(b)(1).
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    The Exchange is proposing to amend Article II, Section 2 of the 
Exchange Constitution to (i) permit Governors to attend Board meetings 
by means of a conference telephone, and (ii) clarify that individuals 
who are employed by or associated with a member organization in a 
senior capacity may be appointed as Exchange Officials. The text of 
these statements may be examined at the places specified in Item IV 
below.

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 these statements may be examined at 
the places specified in Item IV below. The self-regulatory organization 
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 the 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    In order to facilitate the fullest possible participation in board 
meetings, it is proposed that Article II, Section 2 of the Exchange 
Constitution be amended to provide that participation in a meeting of 
the Board of Governors by means of a conference telephone or similar 
communications equipment, which allows all persons participating in the 
meeting to hear each other at the same time, shall constitute presence 
in person at a meeting. New York law permits this procedure, but only 
if the appropriate authorization is contained in the corporate by-laws 
(in the case of the Exchange, its Constitution). It has become common 
in corporate America to provide for this convenience, and the New York 
Stock Exchange and most other self-regulatory organizations permit it 
as well.\2\
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    \2\ See Article IV, Section 5 of the New York Stock Exchange 
Constitution.
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    In addition, it is proposed that Article II, Section 2 of the 
Exchange Constitution be amended to clarify the description of the pool 
of individuals who are qualified to serve as Exchange Officials. 
Particularly as upstairs firms have grown and developed more complex 
organizations, the senior employees who are so well qualified to serve 
as Exchange Officials may not easily be described as ``principal 
executive officers'' or ``control persons.'' Accordingly, we would 
expand the Constitutional qualification to include individuals who are 
employed by or associated with a member organization in a senior 
capacity.
2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the Act 
\3\ in general and furthers the objectives of Section 6(b)(5) \4\ in 
particular in that it is designed to promote just and equitable 
principles of trade and protect the public interest.
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    \3\ 15 U.S.C. 78f(b).
    \4\ 15 U.S.C. 78f(b)(5).
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B. Self-Regulatory Organization's Statement on Burden on Competition

    The proposed rule change will impose no 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 with respect to the 
proposed rule change.

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

    Because the foregoing proposed rule change: (1) Does not 
significantly affect the protection of investors or the public 
interest; (2) does not impose any significant burden on competition; 
and (3) does not become operative for 30 days from August 20, 1997, the 
date on which it was filed, and the Exchange provided the Commission 
with written notice of its intent to file the proposed rule change at 
least five business days prior to the filing date, it has become 
operative pursuant to Section 19(b)(3)(A) of the Act and Rule 19b-
4(e)(6) thereunder.\5\
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    \5\ 17 CFR 240.19b-4(e)(6).
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    At any time within 60 days of the filing of the proposed rule 
change, the Commission may summarily abrogate 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. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. 
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 inspection and copying in the 
Commission's Public Reference Room. Copies of the filing will also be 
available for inspection and copying at the principle office of the 
Amex. All submissions should refer to the file number SR-Amex-97-32 and 
should be submitted by October 1, 1997.

    For the Commission by the Division of Market Regulation, 
pursuant to delegated authority.\6\
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    \6\ 17 CFR 200.30-3(a)(12).
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Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 97-23956 Filed 9-9-97; 8:45 am]
BILLING CODE 8010-01-M