74780 Federal Register / Vol. 79, No. 241 / Tuesday, December 16, 2014 / Notices 

(Under Seal) of Unredacted Governors’ Decision, 

Contract, and Supporting Data, December 9, 2014 

(Request). 

1Notice of United States Postal Service of 

Amendment to Parcel Select Contract 4, with 

Portions Filed Under Seal, December 9, 2014 

(Notice). 

The Postal Service 

contemporaneously filed a redacted 

contract related to the proposed new 

product under 39 U.S.C. 3632(b)(3). Id. 

Attachment B. 

To support its Request, the Postal 

Service filed a copy of the contract, a 

copy of the Governors’ Decision 

authorizing the product, proposed 

changes to the Mail Classification 

Schedule, a Statement of Supporting 

Justification, a certification of 

compliance with 39 U.S.C. 3633(a), and 

an application for non-public treatment 

of certain materials. It also filed 

supporting financial workpapers. 

II. Notice of Commission Action 

The Commission establishes Docket 

Nos. MC2015–16 and CP2015–20 to 

consider the Request pertaining to the 

proposed Priority Mail Express Contract 

23 product and the related contract, 

respectively. 

The Commission invites comments on 

whether the Postal Service’s filings in 

the captioned dockets are consistent 

with the policies of 39 U.S.C. 3632, 

3633, or 3642, 39 CFR part 3015, and 39 

CFR part 3020, subpart B. Comments are 

due no later than December 17, 2014. 

The public portions of these filings can 

be accessed via the Commission’s Web 

site (http://www.prc.gov). 

The Commission appoints Pamela A. 

Thompson to serve as Public 

Representative in these dockets. 

III. Ordering Paragraphs 

It is ordered: 

1. The Commission establishes Docket 

Nos. MC2015–16 and CP2015–20 to 

consider the matters raised in each 

docket. 

2. Pursuant to 39 U.S.C. 505, Pamela 

A. Thompson is appointed to serve as 

an officer of the Commission to 

represent the interests of the general 

public in these proceedings (Public 

Representative). 

3. Comments are due no later than 

December 17, 2014. 

4. The Secretary shall arrange for 

publication of this order in the Federal 

Register. 

By the Commission. 

Shoshana M. Grove, 

Secretary. 

[FR Doc. 2014–29338 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–FW–P 

POSTAL REGULATORY COMMISSION 

[Docket No. CP2012–41; Order No. 2280] 

Amendment to Postal Product 

AGENCY: Postal Regulatory Commission. 

ACTION: Notice. 

SUMMARY: The Commission is noticing a 

recent Postal Service filing concerning 

an amendment to a Parcel Select 

Contract 4 negotiated service agreement. 

This notice informs the public of the 

filing, invites public comment, and 

takes other administrative steps. 

DATES: Comments are due: December 

18, 2014. 

ADDRESSES: Submit comments 

electronically via the Commission’s 

Filing Online system at http://

www.prc.gov. Those who cannot submit 

comments electronically should contact 

the person identified in the FOR FURTHER

INFORMATION CONTACT section by 

telephone for advice on filing 

alternatives. 

FOR FURTHER INFORMATION CONTACT: 

David A. Trissell, General Counsel, at 

202–789–6820. 

SUPPLEMENTARY INFORMATION: 

Table of Contents 

I. Introduction 

II. Notice of Filing 

III. Ordering Paragraphs 

I. Introduction 

On December 9, 2014, the Postal 

Service filed notice that it has agreed to 

an Amendment to the existing Parcel 

Select Contract 4 negotiated service 

agreement approved in this docket.1 In 

support of its Notice, the Postal Service 

includes a redacted copy of the 

Amendment and a certification of 

compliance with 39 U.S.C. 3633(a), as 

required by 39 CFR 3015.5. 

The Postal Service also filed the 

unredacted Amendment and supporting 

financial information under seal. The 

Postal Service seeks to incorporate by 

reference the Application for NonPublic Treatment originally filed in this 

docket for the protection of information 

that it has filed under seal. Notice at 1. 

The Amendment concerns price 

changes, related terms, responsibility for 

certain additional fees or surcharges, 

and mail preparation and service. See 

generally id. Attachment A. 

The Postal Service intends for the 

Amendment to become effective one 

business day after the date that the 

Commission completes its review of the 

Notice. Notice at 1. The Postal Service 

asserts that the Amendment will not 

impair the ability of the contract to 

comply with 39 U.S.C. 3633. Id. 

Attachment B at 1. 

II. Notice of Filing 

The Commission invites comments on 

whether the changes presented in the 

Postal Service’s Notice are consistent 

with the policies of 39 U.S.C. 3632, 

3633, or 3642, 39 CFR 3015.5, and 39 

CFR part 3020, subpart B. Comments are 

due no later than December 18, 2014. 

The public portions of these filings can 

be accessed via the Commission’s Web 

site (http://www.prc.gov). 

The Commission appoints Kenneth R. 

Moeller to represent the interests of the 

general public (Public Representative) 

in this docket. 

III. Ordering Paragraphs 

It is ordered: 

1. The Commission reopens Docket 

No. CP2012–41 for consideration of 

matters raised by the Postal Service’s 

Notice. 

2. Pursuant to 39 U.S.C. 505, the 

Commission appoints Kenneth R. 

Moeller to serve as an officer of the 

Commission (Public Representative) to 

represent the interests of the general 

public in this proceeding. 

3. Comments are due no later than 

December 18, 2014. 

4. The Secretary shall arrange for 

publication of this order in the Federal 

Register. 

By the Commission. 

Shoshana M. Grove, 

Secretary. 

[FR Doc. 2014–29393 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–FW–P 

POSTAL SERVICE 

Exercise of Powers Reserved to the 

Governors and the Board of Governors 

AGENCY: Postal Service. 

ACTION: Notice of resolutions regarding 

the absence of a quorum. 

SUMMARY: The Board of Governors of the 

Postal Service has adopted a resolution 

regarding the exercise of those powers 

reserved to the Board upon the loss of 

a quorum of the Board. During the time 

in which the Board is unable to form a 

quorum, those powers needed to 

provide for continuity of operations 

would be delegated to a Temporary 

Emergency Committee composed of the 

remaining members of the Board. The 

Governors of the Postal Service have 

also issued a resolution regarding the 

exercise of the powers vested solely in 

mstockstill on DSK4VPTVN1PROD with NOTICES

Federal Register / Vol. 79, No. 241 / Tuesday, December 16, 2014 / Notices 74781 

the Governors, as distinguished from the 

Board of Governors. The resolution 

clarifies that the inability of the Board 

to constitute a quorum does not inhibit 

or affect the authority of the Governors 

then in office to exercise those powers 

vested solely in the Governors, upon the 

concurrence of an absolute majority of 

the Governors then in office. 

DATES: Effective Date: November 14, 

2014. 

FOR FURTHER INFORMATION CONTACT: Julie 

S. Moore, Secretary of the Board, U.S. 

Postal Service, 475 L’Enfant Plaza SW., 

Washington, DC 20260–1000. 

Telephone: (202) 268–4800. 

SUPPLEMENTARY INFORMATION: 

Overview 

The Board of Governors of the Postal 

Service has promulgated a resolution 

regarding the exercise of those powers 

reserved to the Board upon the loss of 

a quorum of the Board. The resolution 

delegates to a Temporary Emergency 

Committee, consisting of the remaining 

members of the Board, those powers 

reserved to the Board that are needed to 

provide for continuity of operations 

during the period of time in which the 

Board is unable to form a quorum. In 

addition, the Governors of the Postal 

Service have issued a separate 

resolution regarding the exercise of the 

powers vested solely in the Governors, 

as distinguished from the Board of 

Governors. The resolution clarifies that 

the inability of the Board to constitute 

a quorum does not inhibit or affect the 

authority of the Governors then in office 

to exercise those powers vested solely in 

the Governors. The resolution states that 

except as otherwise provided by statute, 

the Governors shall exercise those 

powers vested in the Governors upon 

the concurrence of an absolute majority 

of Governors then in office. 

Background 

While the powers of the Postal 

Service are generally directed by the 

Board of Governors, 39 U.S.C. 202(a)(1), 

the statute broadly authorizes the 

powers conferred on the Board to be 

delegated to a committee of the Board, 

or to the Postmaster General, 39 U.S.C. 

402. Thus, the determination whether 

authority conferred on the Board by 

statute should be delegated, or should 

be exercised through the mechanism of 

the full Board, is ultimately made by the 

Governors. In addition, certain other 

actions are reserved by statute solely to 

the Governors, including the 

appointment and removal of the 

Postmaster General and the 

establishment of prices and 

classifications for postal products, 39 

U.S.C. 202(c), 404(b), 3632. These 

authorities demonstrate that the 

Governors, who are principal officers 

under the Constitution, have ‘‘ultimate 

control and authority’’ over the Postal 

Service. Silver v. United States Postal 

Serv., 951 F.2d 1033 (9th Cir. 1991). 

The statute requires the Board to have 

a quorum of 6 members in order to 

exercise those powers which have been 

reserved to the Board rather than 

delegated, 39 U.S.C. 206(c). In 

anticipation of the situation in which 

the Board is unable to constitute a 

quorum due to the fact that an 

insufficient number of Governors are in 

office, the Board issued a resolution 

regarding the continued exercise of 

those powers that are reserved to the 

Board by its by-laws during a period in 

which it is disabled from assembling a 

quorum. This resolution was approved 

in a meeting in which a quorum of the 

Board was present. 

Furthermore, the Governors 

determined that it was appropriate to 

issue a resolution articulating their 

position concerning the exercise of 

those powers vested solely in the 

Governors, as distinguished from the 

Board. The Governors anticipated that 

questions may be raised as to whether 

the inability of the Board to assemble a 

quorum affects the Governors’ ability to 

exercise those powers. 

Powers Reserved to the Board of 

Governors 

After considering the legal issues 

involved, including the specific 

statutory structure under which the 

Postal Service operates, the Board has 

promulgated a resolution that delegates 

to a Temporary Emergency Committee 

certain powers reserved to the Board by 

its by-laws during any period of time in 

which vacancies on the Board prevent it 

from assembling a quorum. This 

delegation would also apply in 

emergency circumstances in which 

death, incapacity, or disruption of 

transportation or communications 

reasonably prevent a Board quorum 

from being assembled. 

The Temporary Emergency 

Committee consists of the remaining 

members of the Board who are able to 

assemble, and exercises those powers 

reserved to the Board by its by-laws that 

are necessary to provide for continuity 

of operations. The Temporary 

Emergency Committee will exercise 

those reserved Board powers necessary 

for operational continuity until such 

time as sufficient members are available 

to enable a quorum of the Board to 

convene. 

Powers Reserved to the Governors 

After considering the legal issues 

involved, the Governors have issued a 

resolution that makes two 

determinations. First, the resolution 

states that the inability of the Board to 

constitute a quorum does not prevent 

the Governors then in office from 

exercising those powers vested solely in 

the Governors, as distinguished from the 

Board. Second, the resolution states 

that, except as otherwise provided by 

statute, the Governors will exercise 

those powers upon the concurrence of 

an absolute majority of Governors then 

in office. 

The Governors issued this resolution 

after considering the plain language of 

the statute. The Governors determined 

that, with one express exception 

(concerning the removal of the Inspector 

General), there is no requirement that a 

specific number of Governors be in 

office in order to exercise those powers 

vested solely in them. Rather, the statute 

generally specifies that there must be 

the concurrence of an absolute majority 

of the Governors then ‘‘in office’’ or 

‘‘holding office’’ in order for the 

Governors to exercise those powers. See 

39 U.S.C. 205(c)(1) (appointment and 

removal of Postmaster General); 3632(a) 

(establishment of rates and 

classifications for competitive 

products). 

The Governors also determined that it 

would raise serious constitutional 

concerns to interpret the statute as 

preventing the exercise of their powers 

if the Board cannot form a quorum. The 

powers to appoint and remove the 

Postmaster General, revoke delegated 

Board authority, and make pricing and 

classification decisions ensure that, as 

principal officers under the 

Constitution, the Governors have 

‘‘ultimate control and authority’’ over 

the Postal Service, and therefore that the 

Postal Service’s governance structure is 

constitutionally sound. Silver, 951 F.2d 

at 1036–1041. Interpreting the statute as 

imposing implicit limits on the ability 

of the Governors to exercise those 

powers would be inconsistent with the 

court’s holding. Furthermore, such an 

interpretation would violate separation 

of powers principles. In particular, it 

would violate Article II of the 

Constitution for the Governors, who are 

directly accountable to the President, to 

be completely prevented from removing 

the Postmaster General, an inferior 

officer under the Constitution who 

exercises significant executive 

authority. 

The statute does not specify a 

particular requirement regarding the 

exercise of the Governors’ authority in 

mstockstill on DSK4VPTVN1PROD with NOTICES

74782 Federal Register / Vol. 79, No. 241 / Tuesday, December 16, 2014 / Notices 

1See Securities Exchange Act Release No. 98 

(February 12, 1935). 

2See Securities Exchange Act Release No. 7011 

(February 5, 1963), 28 FR 1506 (February 16, 1963). 

3See Securities Exchange Act Release No. 52029 

(July 14, 2005), 70 FR 42456 (July 22, 2005). 

certain circumstances, including in the 

establishment of prices and 

classifications for market-dominant 

products and the revocation of a 

delegation of Board authority. In such 

circumstances, the Governors 

determined that it was reasonable and 

appropriate to apply the same rule as 

generally specified by the statute for the 

exercise of its powers: action can be 

taken with the consent of an absolute 

majority of the Governors then in office. 

Stanley F. Mires, 

Attorney, Federal Requirements. 

[FR Doc. 2014–29344 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–12–P 

POSTAL SERVICE 

Product Change—Priority Mail Express 

Negotiated Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Effective date: December 16, 

2014. 

FOR FURTHER INFORMATION CONTACT: 

Elizabeth A. Reed, 202–268–3179. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on December 9, 

2014, it filed with the Postal Regulatory 

Commission a Request of the United 

States Postal Service to Add Priority 

Mail Express Contract 22 to Competitive 

Product List. Documents are available at 

www.prc.gov, Docket Nos. MC2015–15, 

CP2015–19. 

Stanley F. Mires, 

Attorney, Federal Requirements. 

[FR Doc. 2014–29378 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–12–P 

POSTAL SERVICE 

Product Change—Priority Mail Express 

Negotiated Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Effective date: December 16, 

2014. 

FOR FURTHER INFORMATION CONTACT: 

Elizabeth A. Reed, 202–268–3179. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on December 9, 

2014, it filed with the Postal Regulatory 

Commission a Request of the United 

States Postal Service to Add Priority 

Mail Express Contract 23 to Competitive 

Product List. Documents are available at 

www.prc.gov, Docket Nos. MC2015–16, 

CP2015–20. 

Stanley F. Mires, 

Attorney, Federal Requirements. 

[FR Doc. 2014–29376 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–12–P 

POSTAL SERVICE 

Product Change—Priority Mail 

Negotiated Service Agreement 

AGENCY: Postal ServiceTM. 

ACTION: Notice. 

SUMMARY: The Postal Service gives 

notice of filing a request with the Postal 

Regulatory Commission to add a 

domestic shipping services contract to 

the list of Negotiated Service 

Agreements in the Mail Classification 

Schedule’s Competitive Products List. 

DATES: Effective date: December 16, 

2014. 

FOR FURTHER INFORMATION CONTACT: 

Elizabeth A. Reed, 202–268–3179. 

SUPPLEMENTARY INFORMATION: The 

United States Postal Service® hereby 

gives notice that, pursuant to 39 U.S.C. 

3642 and 3632(b)(3), on December 9, 

2014, it filed with the Postal Regulatory 

Commission a Request of the United 

States Postal Service to Add Priority 

Mail Contract 103 to Competitive 

Product List. Documents are available at 

www.prc.gov, Docket Nos. MC2015–17, 

CP2015–21. 

Stanley F. Mires, 

Attorney, Federal Requirements. 

[FR Doc. 2014–29377 Filed 12–15–14; 8:45 am] 

BILLING CODE 7710–12–P 

SECURITIES AND EXCHANGE 

COMMISSION 

Submission for OMB Review; 

Comment Request 

Upon Written Request, Copies Available 

From: Securities and Exchange 

Commission, Office of FOIA Services, 

100 F Street NE., Washington, DC 

20549–2736. 

Extension: 

Rule 12d2–2 and Form 25, SEC File No. 

270–86, OMB Control No. 3235–0080. 

Notice is hereby given that pursuant 

to the Paperwork Reduction Act of 1995 

(44 U.S.C. 3501 et seq.), the Securities 

and Exchange Commission 

(‘‘Commission’’) has submitted to the 

Office of Management and Budget a 

request for approval of extension of the 

existing collection of information 

provided for the following rule: Rule 

12d2–2 (17 CFR 240.12d2–2) and Form 

25 (17 CFR 249.25). 

On February 12, 1935, the 

Commission adopted Rule 12d2–2,1 and 

Form 25 under the Securities Exchange 

Act of 1934 (15 U.S.C. 78a et seq.) 

(‘‘Act’’), which sets forth the conditions 

and procedures under which a security 

may be delisted from an exchange and 

withdrawn from registration under 

Section 12(b) of the Act.2 The 

Commission adopted amendments to 

Rule 12d2–2 and Form 25 in 2005.3

Under the adopted Rule 12d2–2, all 

issuers and national securities 

exchanges seeking to delist and 

deregister a security in accordance with 

the rules of an exchange must file the 

adopted version of Form 25 with the 

Commission. The Commission also 

adopted amendments to Rule 19d-1 

under the Act to require exchanges to 

file the adopted version of Form 25 as 

notice to the Commission under Section 

19(d) of the Act. Finally, the 

Commission adopted amendments to 

exempt standardized options and 

security futures products from Section 

12(d) of the Act. These amendments are 

intended to simplify the paperwork and 

procedure associated with a delisting 

and to unify general rules and 

procedures relating to the delisting 

process. 

The Form 25 is useful because it 

informs the Commission that a security 

previously traded on an exchange is no 

longer traded. In addition, the Form 25 

enables the Commission to verify that 

the delisting and/or deregistration has 

occurred in accordance with the rules of 

the exchange. Further, the Form 25 

helps to focus the attention of delisting 

issuers to make sure that they abide by 

the proper procedural and notice 

requirements associated with a delisting 

and/or deregistration. Without Rule 

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