36558 Federal Register / Vol. 87, No. 117 / Friday, June 17, 2022 / Notices 

20 15 U.S.C. 78s(b)(3)(A)(iii). 

21 17 CFR 240.19b–4(f)(6). In addition, Rule 19b– 

4(f)(6)(iii) requires a self-regulatory organization to 

give the Commission written notice of its intent to 

file the proposed rule change, along with a brief 

description and text of the proposed rule change, 

at least five business days prior to the date of filing 

of the proposed rule change, or such shorter time 

as designated by the Commission. The Exchange 

has satisfied this requirement. 

22 15 U.S.C. 78s(b)(2)(B). 

23 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A)(iii). 

4 17 CFR 240.19b–4(f)(3). 

competition; and (iii) 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)(iii) of the Act 20 and 

subparagraph (f)(6) of Rule 19b–4 

thereunder.21

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. If the 

Commission takes such action, the 

Commission shall institute proceedings 

under Section 19(b)(2)(B) 22 of the Act to 

determine whether the proposed rule 

change should be approved or 

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 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 rule-comments@

sec.gov. Please include File Number SR– 

NYSEArca–2022–34 on the subject line. 

Paper Comments 

• Send paper comments in triplicate 

to: Secretary, Securities and Exchange 

Commission, 100 F Street NE, 

Washington, DC 20549–1090. 

All submissions should refer to File 

Number SR–NYSEArca–2022–34. This 

file 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 website (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 website 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 Exchange. All comments 

received will be posted without change. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–NYSEArca–2022–34 and 

should be submitted on or before July 8, 

2022. 

For the Commission, by the Division of 

Trading and Markets, pursuant to delegated 

authority.23

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–13040 Filed 6–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95094; File No. SR–MSRB– 

2022–04] 

Self-Regulatory Organizations; 

Municipal Securities Rulemaking 

Board; Notice of Filing and Immediate 

Effectiveness of a Proposed Rule 

Change Consisting of Amendments to 

Certain Administrative Rules and 

Articles of the By-Laws of the 

Municipal Securities Rulemaking 

Board Relating to the MSRB’s Officers 

June 13, 2022. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 (‘‘Act’’ 

or ‘‘Exchange Act’’) 1 and Rule 19b–4 

thereunder,2 notice is hereby given that 

on June 7, 2022 the Municipal 

Securities Rulemaking Board (‘‘MSRB’’) 

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 the MSRB. 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 MSRB filed with the Commission 

a proposed rule change consisting of 

amendments to MSRB Rules A–3, A–4, 

A–5, and A–8 and Articles 3, 4, 5, 8, 11, 

12, 13, 14, 15, and 16 of the By-Laws of 

the Municipal Securities Rulemaking 

Board (‘‘Bylaws’’) (the ‘‘proposed rule 

change’’) relating to the MSRB’s officers. 

The MSRB has designated the proposed 

rule change as concerned solely with 

the administration of the self regulatory 

organization under Section 

19(b)(3)(A)(iii) of the Act 3 and Rule 

19b–4(f)(3) thereunder,4 which renders 

the proposal effective upon filing with 

the Commission. As described below, 

the proposed rule change would modify 

provisions regarding the Board’s 

officers. 

The text of the proposed rule change 

is available on the MSRB’s website at 

www.msrb.org/Rules-andInterpretations/SEC-Filings/2022- 

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 

Background 

The Bylaws relate to the Board’s 

governance and address topics such as 

Board membership, meetings, and 

officers, among other things. The 

current Bylaws are organized into 16 

Articles (the proposed rule change 

would organize the Bylaws into 14 


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Federal Register / Vol. 87, No. 117 / Friday, June 17, 2022 / Notices 36559 

5The MSRB amends Articles in the Bylaws that 

are not administrative rules pursuant to current 

Article 16 of the Bylaws (the proposed rule change 

would move the text of Article 16 to Article 14). 

6The Bylaws are available at https://

www.msrb.org/-/media/Files/Goverance/ByLaws.ashx? 

7 Va. Code Ann. § 13.1–872. 

8 Va. Code Ann. § 13.1–872(A). 

9See Va. Code Ann. § 13.1–874(A). 10MSRB rules provide for disqualification and 

removal from the Board under certain 

circumstances. See MSRB Rule A–3(c)(ii) 

(providing that a Board member’s change in 

employment or other circumstances that results in 

a conflict with Board composition requirements 

disqualifies the member from serving on the Board 

as of the date of the change); MSRB Rule A–3(c)(iii) 

(providing that the Board may remove a member if 

it finds that the member has willfully violated any 

provision of the Act, any rule or regulation of the 

Commission thereunder, or any rule of the Board 

or has abused his or her authority or has otherwise 

acted, or failed to act, so as to affect adversely the 

public interest or the best interests of the Board). 

Circumstances could arise, however, in which the 

public interest may be better served by an 

accelerated departure from the Board through an 

immediate resignation. 

11Pursuant to current Article 12 of the Bylaws 

(which the proposed rule change would move to 

Article 11), the person employed as the Chief 

Executive Officer shall hold the office of President. 

12 15 U.S.C. 78o–4(b)(2)(I), 78o–4(b)(2)(C). 

Articles), and certain of the Articles in 

the Bylaws parallel MSRB 

administrative rules. MSRB Rules A–2 

through A–10 are paralleled in the 

Bylaws and, when the Board amends 

any of these administrative rules, the 

paralleled Article in the Bylaws is 

amended also.5 The Bylaws are publicly 

available on the MSRB’s website.6

Designation of Officers of the Board 

MSRB Rule A–5 and Article 5 of the 

Bylaws contain provisions regarding 

officers and employees of the Board 

and, among other things, designate the 

Board’s required officer positions. 

Current MSRB Rule A–5 and Articles 5, 

12, 13 and 14 of the Bylaws designate 

a Chair, Vice Chair, President, Secretary, 

General Counsel, Treasurer, Assistant 

Treasurer and Assistant Secretary. The 

proposed rule change would narrow the 

officer positions designated in MSRB 

Rule A–5 and the Bylaws to a Chair, 

Vice Chair, President and Secretary. The 

proposed rule change would provide the 

Board with increased flexibility by 

designating only essential officer 

positions in MSRB Rule A–5 and the 

Bylaws and, accordingly, allowing the 

Board to create additional officer 

positions as the Board determines is 

appropriate in light of governance 

needs, without requiring the Board to 

amend the Bylaws. While providing the 

Board with increased flexibility, the 

proposed rule change still provides the 

Board with the officer positions 

required by the Virginia Nonstock 

Corporation Act,7 pursuant to which the 

Board is organized. 

The proposed rule change would also 

expressly reflect in MSRB Rule A–5(a) 

and Article 5(a) of the Bylaws that the 

Board may appoint additional officers as 

shall be stated in a resolution of the 

Board, as provided for in the Virginia 

Nonstock Corporation Act.8 The 

proposed rule change would also 

replace the reference to ‘‘personnel’’ in 

MSRB Rule A–5(c) and Article 5(c) of 

the Bylaws with ‘‘employees’’ to match 

the title of Rule A–5 and Article 5 of the 

Bylaws, which is ‘‘Officers and 

Employees of the Board.’’ 

The Bylaws also include Articles 

which describe each officer position. 

The proposed rule change would move 

the Bylaw Articles which describe the 

President and Secretary positions and 

modify the descriptions of these officer 

positions to better reflect their 

respective responsibilities. Current 

Article 12 describes the President 

position. The proposed rule change 

would move this description to Article 

11, which is currently titled ‘‘Reserved,’’ 

and add language to reflect the 

President’s responsibility for advancing 

the Board’s strategic goals and general 

supervision, management and control. 

Current Article 14(a) describes the 

Secretary position. The proposed rule 

change would move this description to 

Article 12, which currently describes 

the President position, and add 

language to expressly reflect the 

Secretary’s responsibility for preparing 

minutes of all meetings of the Board and 

maintaining records of all actions taken 

by the Board without a meeting by 

unanimous written consent. 

The proposed rule change would 

delete the General Counsel, Treasurer, 

Assistant Treasurer and Assistant 

Secretary from MSRB Rule A–5 and 

Articles 5, 13 and 14 of the Bylaws. 

Specifically, the proposed rule change 

would remove the description of the 

General Counsel position in Article 13, 

the description of the Treasurer position 

in Article 14(b), and the descriptions of 

the Assistant Secretary and Assistant 

Treasurer position in Article 14(c). As a 

result of such deletions, current Article 

15 relating to the Board’s policies and 

procedures would move to Article 13 

and current Article 16 relating to 

amendment of By-Laws provisions other 

than rules of the Board would move to 

Article 14. 

The proposed rule change would also 

remove the phrase ‘‘of the Board’’ and 

‘‘to the Board’’ following references to 

the officer positions to improve 

consistency in the manner in which 

officer positions are referred to in the 

MSRB’s administrative rules and 

Bylaws. 

Addition of Vice Chair to Compensation 

Listing 

MSRB Rule A–3(d) and Article 3(d) of 

the Bylaws relate to the Board’s 

compensation and expenses. The 

proposed rule change would add the 

Vice Chair position to the list of 

positions for which the Board may 

provide reasonable compensation to 

correct the omission of the Vice Chair 

position from this listing. The proposed 

rule change would reflect the MSRB’s 

current policy, which is to provide 

reasonable compensation to the Vice 

Chair. The proposed rule change would 

also remove references to ‘‘MSRB’’ in 

MSRB Rule A–3(d) and Article 3(d) of 

the Bylaws to improve consistency in 

the MSRB’s administrative rules and 

Bylaws, which both use the term 

‘‘Board’’ as opposed to ‘‘MSRB’’. 

Removal of Notice Period for Chair and 

Vice Chair Resignations 

MSRB Rule A–5(b) and Article 5(b) of 

the Bylaws detail matters relating to the 

election, term, and resignation of the 

Chair and Vice Chair. The proposed rule 

change would remove provisions in 

MSRB Rule A–5(b) and Article 5(b) of 

the Bylaws specifying a minimum and 

maximum notice period for resignations 

of the Chair and Vice Chair. The 

removal of a notice period would better 

reflect the resignation process for 

officers under the Virginia Nonstock 

Corporation Act which provides that an 

officer may resign at any time.9 The 

removal of a notice period also would 

protect the public interest by permitting 

the Chair or Vice Chair to resign if 

circumstances arise that call for a notice 

period shorter than ten days, or no 

notice period at all.10

Election of Chair and Vice Chair and 

Appointment of Other Officers 

The proposed rule change would 

revise MSRB Rule A–5(b) and Article 5 

of the Bylaws to make explicit that the 

provisions regarding election, terms, 

resignation and vacancy therein relate 

solely to the Chair and Vice Chair 

positions and not to other officer 

positions. The proposed rule change 

would also explicitly state that persons 

serving as President 11 and Secretary 

shall be appointed by resolution of the 

Board. 

2. Statutory Basis 

The MSRB has adopted the proposed 

rule change pursuant to Sections 

15B(b)(2)(I) and 15B(b)(2)(C) of the 

Exchange Act.12 Section 15B(b)(2)(I) of 

the Exchange Act provides that the 

MSRB’s rules shall provide for the 


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36560 Federal Register / Vol. 87, No. 117 / Friday, June 17, 2022 / Notices 

13 15 U.S.C. 78o–4(b)(2)(I). 

14 15 U.S.C. 78o–4(b)(2)(C). 

15 15 U.S.C. 78o–4(b)(2)(I). 

16 15 U.S.C. 78o–4(b)(2)(C). 

17 Id. 

18 15 U.S.C. 78s(b)(3)(A). 

19 17 CFR 240.19b–4(f). 

20 17 CFR 200.30–3(a)(12). 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

3 15 U.S.C. 78s(b)(3)(A). 

4 17 CFR 240.19b–4(f)(4)(ii). 

operation and administration of the 

Board, including the selection of a 

Chairman from among the members of 

the Board, the compensation of the 

members of the Board, and the 

appointment and compensation of such 

employees, attorneys, and consultants 

as may be necessary or appropriate to 

carry out the Board’s functions under 

this section.13 Section 15B(b)(2)(C) of 

the Exchange Act provides that the 

MSRB’s rules be designed to protect 

investors, municipal entities, obligated 

persons, and the public interest.14

The proposed rule change is 

consistent with Section 15B(b)(2)(I) of 

the Exchange Act 15 because the 

amendments relating to the designation 

of officers of the Board, the addition of 

the Vice Chair to the compensation 

listing, the removal of the notice 

provision for the Chair and Vice Chair 

positions, and the election of the Chair 

and Vice Chair and appointment of 

other officers all deal with matters 

relating to the operation and 

administration of the Board. 

The proposed rule change is also 

consistent with Section 15B(b)(2)(C) of 

the Exchange Act 16 because it would 

protect the public interest by 

eliminating the notice period for 

resignations of the Chair and Vice Chair 

so that the Chair or Vice Chair could 

resign on shorter than ten days’ notice, 

or no notice at all, if the circumstances 

would be better addressed by an 

accelerated departure from the Board. 

B. Self-Regulatory Organization’s 

Statement on Burden on Competition 

Section 15B(b)(2)(C) of the Exchange 

Act requires that MSRB rules not be 

designed to impose any burden on 

competition not necessary or 

appropriate in furtherance of the 

purposes of the Exchange Act.17 The 

proposed rule change relates only to the 

administration of the Board and would 

not impose requirements on dealers, 

municipal advisors or others. 

Accordingly, the MSRB does not believe 

that the proposed rule change would 

result in any burden on competition. 

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 proposed rule change 

has become effective pursuant to 

Section 19(b)(3)(A) of the Act 18 and 

paragraph (f) of Rule 19b–4 

thereunder.19 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. 

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 rule-comments@

sec.gov. Please include File Number SR– 

MSRB–2022–04 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–2022–04. This file 

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 website (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 website 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. 

Persons submitting comments are 

cautioned that we do not redact or edit 

personal identifying information from 

comment submissions. You should 

submit only information that you wish 

to make available publicly. All 

submissions should refer to File 

Number SR–MSRB–2022–04 and should 

be submitted on or before July 8, 2022. 

For the Commission, pursuant to delegated 

authority.20

J. Matthew DeLesDernier, 

Assistant Secretary. 

[FR Doc. 2022–13041 Filed 6–16–22; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–95090; File No. SR–ICEEU– 

2022–013] 

Self-Regulatory Organizations; ICE 

Clear Europe Limited; Notice of Filing 

and Immediate Effectiveness of 

Proposed Rule Change Relating to 

Amendments to Part HH of the ICE 

Clear Europe Delivery Procedures 

June 13, 2022. 

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 31, 

2022, ICE Clear Europe Limited (‘‘ICE 

Clear Europe’’ or the ‘‘Clearing House’’) 

filed with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule changes described in 

Items I, II, and III below, which Items 

have been prepared primarily by ICE 

Clear Europe. ICE Clear Europe filed the 

proposed rule change pursuant to 

Section 19(b)(3)(A) of the Act 3 and Rule 

19b–4(f)(4)(ii) thereunder,4 such that the 

proposed rule change was immediately 

effective upon filing with the 

Commission. The Commission is 

publishing this notice to solicit 

comments on the proposed rule change 

from interested persons. 

I. Clearing Agency’s Statement of the 

Terms of Substance of the Proposed 

Rule Change 

ICE Clear Europe Limited (‘‘ICE Clear 

Europe’’ or the ‘‘Clearing House’’) 

proposes to amend Part HH of its 

Delivery Procedures (‘‘Delivery 


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