Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices 30457 

34See letter from Mignon McLemore, Assistant 

Chief Counsel, FINRA Dispute Resolution, dated 

May 5, 2010 (‘‘FINRA Letter’’). 35See Estell Letter. 36See FINRA Letter at page 1. 37 Id. 38See FINRA Letter at page 2. 

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). 

43 17 CFR 200.30–3(a)(12). 

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

2 17 CFR 240.19b–4. 

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 

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. 

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 

http://www.finra.org, on the 

Commission’s Web site at http:// 

www.sec.gov, at the principal office of 

FINRA and at the Commission’s Public 

Reference Room. 


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30458 Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices 

3 Del. Code Ann. tit. 8 § 215(c) (2010). 

4 Del. Code Ann. tit. 8 § 215(c)(1) (2010). 

5 Del. Code Ann. tit. 8 § 215(c)(1) (2010). 

6 Del. H.B. 341, 145th Gen. Assem. § 19 (2010) 

(emphasis added). 

7 15 U.S.C. 78o–3. 

8 15 U.S.C. 78o–3(b)(2). 

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, 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 

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 


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Federal Register / Vol. 75, No. 104 / Tuesday, June 1, 2010 / Notices 30459 

9 17 CFR 200.30–3(a)(12). 

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 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. 

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 (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 

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

Florence E. Harmon, 

Deputy Secretary. 

[FR Doc. 2010–12987 Filed 5–28–10; 8:45 am] 

BILLING CODE 8010–01–P 

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: Department of State. 

ACTION: 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. 2010–13060 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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