[Federal Register Volume 61, Number 83 (Monday, April 29, 1996)]
[Notices]
[Pages 18765-18766]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 96-10493]



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SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-37138; File No. SR-Amex-96-14]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the American Stock Exchange, Inc. Relating to the Exchange 
Board of Governors

April 23, 1996.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act''), 15 U.S.C. 78s(b)(1), notice is hereby given that on April 
18, 1996, the American Stock Exchange, Inc. (``Amex'' or ``Exchange'') 
filed with the Securities and Exchange Commission (``Commission'') the 
proposed rule change as described in Items I, II, and III below, which 
Items have been prepared by the Amex. 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 Amex proposes to amend Articles II, III, and XII of the 
Exchange Constitution relating to the Board of Governors (``Board''), 
including the appointment of a second Vice-Chairman, the inclusion of 
the second highest ranking Exchange executive officer on the Board, and 
the eligibility of Governors for nomination to a third term. The text 
of the proposed rule change is available at the Office of the 
Secretary, the Amex, and at the Commission.

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 Exchange included statements 
concerning the purpose of and basis for the proposed rule change and 
discussed any comments it received on the

[[Page 18766]]

proposed rule change. The text of these statements may be examined at 
the places specified in Item IV below. The Amex 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
Board Position Amendments
    Article II, Section 2 of the Exchange Constitution currently calls 
for the appointment of one Vice-Chairman from among the Exchange 
members serving on the Board, and it has been customary over the years 
to rotate between the trading floor and ``upstairs'' communities as the 
source of that Vice-Chairman. Given the importance of both these 
communities to the Exchange, it is desirable to be able to have one 
Vice-Chairman from each constituency. Accordingly, the proposed 
amendments will permit (but not require) the appointment of two member 
Vice-Chairmen, and will specify that if there are two Vice-Chairmen, 
one must come from the trading floor and one from upstairs.
    The Exchange would also like to create a new position of Executive 
Vice-Chairman, who will be the second highest ranking officer of the 
Exchange and who will serve as a member of the Board of Governors. If 
the Executive Vice-Chairman position is not filled and the Exchange has 
a President, then the President will serve on the Board.\1\ If at any 
time neither of those offices are filled, then the Chief Executive 
would be the only non-elected member of the Board.
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    \1\ The Exchange is also proposing to amend Article XII, Section 
2 of the Exchange Constitution, Composition of the Emergency 
Committee (``Committee''). This Section currently provides that the 
Committee is to be composed of the Chairman of the Board of 
Governors, the Vice-Chairman of the Board, and the three senior 
members of the Board who are regular, options, principal, associate 
or allied members of the Exchange (``Trading Members''). The 
proposed amendment would change the composition of the Committee 
such that any Executive Vice-Chairman or President would be on the 
Committee, and thus only two Trading Members would be on the 
Committee.
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Third Term Amendment
    It has become apparent that at times the special limitations in the 
Constitution relating to which kind of Governors can serve third terms 
at any given time could be a limitation on having the best possible 
slate of public Governor candidates. Accordingly, it is proposed that 
the Exchange increase from two to three the maximum number of third 
term Governors who can be representatives of the public. There is no 
change to the overall limitation that no more than four third-term 
Governors may be serving at one time.
2. Basis
    The Exchange believes that the proposed rule change is consistent 
with Section 6(b) of the Act, in general, and furthers the objectives 
of Section 6(b)(5) in particular, in that it protects investors and the 
public interest.

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

    The Amex does not believe that the proposed rule change will impose 
any inappropriate 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

    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 
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 Section, 450 Fifth Street, N.W., 
Washington, D.C. Copies of such filing will also be available for 
inspection and copying at the principal office of the Amex. All 
submissions should refer to File No. SR-Amex-96-14 and should be 
submitted by May 20, 1996.

    For the Commission, by the Division of Market Regulation, 
pursuant to delegated authority.\2\
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    \2\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 96-10493 Filed 4-26-96; 8:45 am]
BILLING CODE 8010-01-M