[Federal Register Volume 87, Number 20 (Monday, January 31, 2022)]
[Notices]
[Pages 4970-4972]
[FR Doc No: 2022-01849]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-94050; File No. SR-NYSEARCA-2022-01]

Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Filing
and Immediate Effectiveness of Proposed Rule Change of Non-Substantive
Conforming Changes to Rules 10.9120 and 10.9560

January 25, 2022.
    Pursuant to Section 19(b)(1) \1\ of the Securities Exchange Act of
1934 (the ``Act'') \2\ and Rule 19b-4 thereunder,\3\ notice is hereby
given that, on January 10, 2022, NYSE Arca, Inc. (the ``Exchange'')
filed with the Securities and Exchange Commission (the ``Commission'')
the proposed rule change as described in Items I and II 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).
    \2\ 15 U.S.C. 78a.
    \3\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of the
Substance of the Proposed Rule Change

    The Exchange proposes non-substantive conforming changes to Rules
10.9120 and 10.9560 of the Exchange's disciplinary rules. The proposed
rule change is available on the Exchange's website at www.nyse.com, at
the principal office of the Exchange, 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 Exchange 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 those statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
sections A, B, and C below, of the most significant parts of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and the
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes non-substantive conforming changes to

Rules 10.9120 (Definitions) and 10.9560 (Expedited Suspension
Proceeding) of the Exchange's disciplinary rules.
    In 2019, the Exchange adopted rules relating to investigation,
discipline, sanction, and other procedural rules based on the rules of
its affiliate NYSE American LLC and the Financial Industry Regulatory
Authority (``FINRA'').\4\ Rule 10.9120 defines certain terms used in
the Exchange's disciplinary rules, including ``Department of Market
Regulation'' in paragraph (i) and ``Enforcement'' in paragraph (m). The
definition of Enforcement in Rule 10.9120(m) includes the Department of
Market Regulation of FINRA as defined in Rule 10.9120(i).
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    \4\ See Securities Exchange Act Release No. 85639 (April 12,
2019), 84 FR 16346 (April 18, 2019) (SR-NYSEArca-2019-15).
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    In 2018, FINRA created a unified enforcement function and
eliminated the separate enforcement function in the Department of
Market Regulation.\5\ In order to reflect FINRA's revised
organizational structure, the Exchange accordingly proposes to delete
the definition of Department of Market Regulation in Rule 10.9120(i)
and mark paragraph (i) ``Reserved'' in order to maintain the Rule's
sequencing. In addition, the Exchange proposes to delete Department of
Market Regulation of FINRA from the definition of Enforcement in Rule
10.9120(m). As proposed, Rule 10.9120(m) would provide that the term
``Enforcement'' refers to (A) any department reporting to the Chief
Regulatory Officer (defined as ``CRO'') of the Exchange with
responsibility for investigating or, when appropriate after compliance
with the Rule 10.9000 Series, imposing sanctions on an ETP Holder, OTP
Holder, OTP Firm or covered person and (B) the Department of
Enforcement of FINRA.
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    \5\ See ``FINRA Announces Enforcement Structure, Senior
Leadership Team,'' July 26, 2018, available at https://www.finra.org/media-center/news-releases/2018/finra-announces-enforcement-structure-senior-leadership-team.
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    Rule 10.9560 sets forth procedures for issuing suspension orders to
immediately prohibit persons from conducting, or providing access to
the Exchange to conduct, disruptive quoting and trading activity. Rule
10.9560(c)(1) & (2), (d)(1) and (e) use the term ``Chief Hearing
Officer.'' Rule 10.9120(c) defines ``Chief Hearing Officer'' as the
Hearing Officer that manages the Office of Hearing Officers, or his or
her delegatee. Rule 10.9120(r) defines ``Hearing Officer,'' on the
other hand, as a FINRA employee who is an attorney appointed by the
Chief Hearing Officer to adjudicate and fulfill various adjudicative
responsibilities and duties as described in, among other rules, the
Rule 10.9550 Series regarding expedited proceedings. Since Rule
10.9560(c)(1) & (2), (d)(1) and (e) govern various aspects of the
adjudicative process for expedited hearings--Rule 10.9560(c) governs
hearings, Rule 10.9560(d) governs issuance of suspension orders by the
hearing panel, and Rule 10.9560(e) governs hearing panel reviews--the
references to Chief Hearing Officer in each of these subsections is
incorrect. The correct reference should be ``Hearing Officer''
consistent with the rules adopted by the Exchange's other affiliates,
which use ``Hearing Officer'' in their version of Rule 10.9560.\6\
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    \6\ See NYSE Rule 9560(c)(1) & (2), (d)(1) & (e); NYSE National
Rule 10.9560(c)(1) & (2), (d)(1) & (e).
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2. Statutory Basis
    The proposed rule change is consistent with Section 6(b) of the
Act,\7\ in general, and furthers the objectives of Section 6(b)(5),\8\
in particular, because it is designed to prevent fraudulent and
manipulative acts and practices, to promote just and equitable
principles of trade, to foster cooperation and coordination with
persons engaged in facilitating transactions in securities, 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.
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    \7\ 15 U.S.C. 78f(b).
    \8\ 15 U.S.C. 78f(b)(5).
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    In particular, the Exchange believes that the proposed non-
substantive conforming changes would remove impediments to and perfect
the mechanism of a free and open market and a national market system
and, in general, protect investors and the public interest because the
proposed non-substantive changes would add clarity, transparency and
consistency to the Exchange's rules. The Exchange believes that market
participants would benefit from the increased clarity, thereby reducing
potential confusion and ensuring that persons subject to the Exchange's
jurisdiction, regulators, and the investing public can more easily
navigate and understand the Exchange's rules.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Act. The proposed rule change is
not intended to address competitive issues but is rather concerned with
making non-substantive conforming changes to the Exchange rules.

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 does not: (i)
Significantly affect the protection of investors or the public
interest; (ii) impose any significant burden on 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) of the
Act \9\ and Rule 19b-4(f)(6) thereunder.\10\
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    \9\ 15 U.S.C. 78s(b)(3)(A).
    \10\ 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.
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    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 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 [email protected]. Please include
File Number SR-

NYSEARCA-2022-01 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-2022-01. 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-2022-01 and
should be submitted on or before February 22, 2022.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\11\
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    \11\ 17 CFR 200.30-3(a)(12).
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J. Matthew DeLesDernier,
Assistant Secretary.
[FR Doc. 2022-01849 Filed 1-28-22; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 84, Number 230 (Friday, November 29, 2019)]
[Notices]
[Pages 65875-65877]
[FR Doc No: 2019-25834]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-87588; File No. SR-NYSE-2019-62]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change To Amend Article II, Section
2.03 of the Twelfth Amended and Restated Operating Agreement of the
Exchange To Remove the Independence Requirement for the Director
Elected by Exchange Membership Organizations

November 22, 2019.
    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 November 15, 2019, New York Stock Exchange LLC (``NYSE'' or
``Exchange'') 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
Exchange. 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).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange proposes to amend Article II, Section 2.03 of the
Twelfth Amended and Restated Operating Agreement of the Exchange
(``Operating Agreement''), to remove the independence requirement for
the director elected by Exchange membership organizations, and make
additional conforming and non-substantive edits. The proposed rule
change is available on the Exchange's website at www.nyse.com, at the
principal office of the Exchange, 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 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 those statements may be examined at
the places specified in Item IV below. The Exchange has prepared
summaries, set forth in sections A, B, and C below, of the most
significant parts of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange proposes to amend Article II, Section 2.03 (Board) of
the Exchange's Operating Agreement to remove the independence
requirement for the director elected by Exchange membership
organizations, and make additional conforming and non-substantive
edits.
Proposed Amendments to Section 2.03
    Pursuant to the Operating Agreement, at least twenty percent of the
Board shall be persons who are not members of the board of directors of
Intercontinental Exchange, Inc. (``ICE''), the Exchange's ultimate
parent company, but qualify as independent under the Exchange's
director independence policy (such policy, the ``Independence Policy''
and such directors, the ``Non-Affiliated Directors'').\3\ The Non-
Affiliated Directors are nominated by the member organizations of the
Exchange (``Member Organizations''),\4\ through a process set forth in
the Operating Agreement.\5\
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    \3\ See Operating Agreement, Article II, Section 2.03(a)(iii).
See also Securities Exchange Act Release Nos. 84635 (November 20,
2018), 83 FR 60924 (November 27, 2018) (SR-NYSE-2018-56) (notice of
filing and immediate effectiveness of proposed rule change to amend
Article II, Section 2.03(h)(ii) and Article VI of the Operating
Agreement), and 85913 (May 22, 2019), 84 FR 24853 (May 29, 2019)
(SR-NYSE-2019-27) (notice of filing and immediate effectiveness of
proposed rule change to amend the Independence Policy of the Board
of Directors of the Exchange).
    \4\ ``Member Organizations'' includes ``members, allied members
and member organizations of the [Exchange].'' Operating Agreement,
Article II, Section 2.02 (Rules; Supervision of Member
Organizations). As discussed below, the Exchange proposes to amend
the definition to delete the obsolete reference to ``allied
members.''
    \5\ See id., Section 2.03(a)(iii)-(v). Other than to remove the
independence requirement, the Exchange does not propose to amend the
process for nominating the Non-Affiliated Directors.
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Background
    The requirement that Non-Affiliated Directors qualify as
independent dates to the de-mutualization of the Exchange, when the
Exchange filed with the Commission a proposed new organizational
structure, including that all Board members would be required to be
independent.\6\ Some commentators on that proposal questioned whether
the independence requirement comported with the ``fair representation''
requirement of the Exchange Act,\7\ asking whether ``such a structure
is desirable from a policy perspective because it will exclude nearly
all persons with significant and recent industry experience, which will
result in inferior regulatory oversight.'' \8\ The Commission approved
the Exchange's proposal, concluding that the fair representation
requirement was met by the proposed structure. The Commission
recognized that other demutualized self-regulatory organizations
allowed for direct member representation on their boards of directors,
and stated that there was not only one method to satisfy the fair
representation requirement of the Exchange Act.\9\
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    \6\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006) (SR-NYSE-2005-77) (order granting
approval of proposed rule change and Amendment Nos. 1, 3, and 5
thereto and notice of filing and order granting accelerated approval
to Amendment Nos. 6 and 8 relating to the NYSE's business
combination with Archipelago Holdings, Inc.).
    \7\ Section 6(b)(3) of the Exchange Act requires that the rules
of a national securities exchange assure the fair representation of
its members in the selection of its directors and administration of
its affairs. 15 U.S.C. 78f(b)(3).
    \8\ 71 FR 11251, supra note 6, at 11260 (citing letter from Marc
E. Lackritz, President, Securities Industry Association and Micah S.
Green, President and CEO, The Bond Market Association, to Nancy M.
Morris, Secretary, Commission, dated February 2, 2006).
    \9\ Id. at note 104.
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    The requirement that Non-Affiliated Directors qualify as
independent precludes the Member Organizations from nominating a
candidate from among their own numbers or who was recently employed by
a Member or Member Organization. In this way, it limits members'
ability to nominate the individual of their choice. Accordingly, the
Exchange proposes to remove the requirement that Non-Affiliated
Directors qualify as independent. After the proposed change, as
required by the Operating Agreement \10\ and as is true now, (a) the
majority of the members of the Board shall be U.S. persons that satisfy
the requirements of the Independence Policy, and (b) at least twenty
percent of the members of the Board shall be Non-Affiliated
Directors.\11\
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    \10\ See Operating Agreement, Article II, Section 2.03(a)(i).
    \11\ The balance of the Board membership is not required to be
independent or a Non-Affiliated Director. Presently, a senior
officer of ICE is a member of the Board.
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Proposed Change

    Pursuant to the Independence Policy,\12\ a director is not
independent--and therefore cannot be a Non-Affiliated Director--if,
among other things, the director:
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    \12\ The Independence Policy can be found at https://www.nyse.com/publicdocs/nyse/regulation/nyse/Director_Independence_Policy_of_New_York_Stock_Exchange_LLC.pdf. See
also 84 FR 24853, supra note 3.
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     Or one of his or her immediate family members is, or
within the last year was, a Member \13\ of the Exchange;
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    \13\ The term ``Member'' is used in the Independence Policy as
defined in Section 3(a)(3)(A)(i) of the Exchange Act. See 15 U.S.C.
78c(a)(3)(A)(i).
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     Is, or within the last year was, employed by a Member
Organization; \14\
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    \14\ The term ``Member Organization'' is used in the
Independence Policy as defined in Section 3(a)(3)(A)(ii),
3(a)(3)(A)(iii) and 3(a)(3)(A)(iv) of the Exchange Act. See 15
U.S.C. 78c(a)(3)(A)(ii)-(iv).
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     Has within the last year received from any Member
Organization more than $100,000 per year in direct compensation, or
received from Member Organizations in the aggregate an amount of direct
compensation which in any one year is more than 10 percent of the
director's annual gross income for such year; \15\ or
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    \15\ Such limitations exclude director and committee fees and
pension or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on
continued service).
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     Is affiliated, directly or indirectly, with a Member
Organization.
    The proposed amendments would remove these limitations by:
     Amending Section 2.03(a)(i) to delete the requirement that
Non-Affiliated Directors qualify as independent under the Independence
Policy and adding a sentence stating that ``[t]he Non-Affiliated
Directors need not be independent, and must meet any status or
constituent affiliation qualifications prescribed by the Company and
filed with and approved by the U.S. Securities and Exchange Commission
(the `SEC').''
     Amending the third sentence of the second paragraph of
Section 2.03(a)(iv) and fourth sentence of Section 2.03(l) to remove
the references to potential petition candidates and current directors
qualifying as independent under the Independence Policy.
    In addition to allowing Member Organizations to nominate the Non-
Affiliated Directors of their choice, the proposed amendments would
have the benefit of bringing Section 2.03 into greater conformity with
Section 2.03 of the operating agreement of the Exchange's affiliate
NYSE American LLC (``NYSE American''), which does not require that the
NYSE American Non-Affiliated Directors qualify as independent under the
NYSE American Director Independence Policy.\16\ The proposed additional
sentence in Section 2.03(a)(i) would be the same as the second sentence
in Section 2.03(a)(i) of the NYSE American Operating Agreement.
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    \16\ See Twelfth Amended and Restated Operating Agreement of
NYSE American LLC (``NYSE American Operating Agreement''), Section
2.03(a) and (l). The NYSE American Director Independence Policy is
the same as the Exchange's Independence Policy. See Securities
Exchange Act Release No. 85919 (May 22, 2019), 84 FR 24842 (May 29,
2019) (SR-NYSEAMER-2019-20) (notice of filing and immediate
effectiveness of proposed rule change to amend the Independence
Policy of the Board of Directors of NYSE American).
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    In addition, the proposed amendments would bring the Operating
Agreement into greater conformity with the bylaws of the Exchange's
affiliates NYSE Arca, Inc., NYSE Chicago, Inc. and NYSE National, Inc.,
none of which require that the directors nominated by their trading
permit holders be qualified as independent.\17\
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    \17\ See Bylaws of NYSE Arca, Inc., Article III, Section 3.02(a)
and NYSE Arca Rule 3.2(b)(3)(C)(ii) (Directors Nominated by the
Trading Permit Holders); Second Amended and Restated Bylaws of NYSE
Chicago, Inc., Article II, Section 2 (General Composition and Term
of Office); and Sixth Amended and Restated By-Laws of NYSE National,
Inc., Article III, Sections 3.2(a) (General Composition).
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    The Exchange notes that the proposed changes also would be
consistent with the governing documents of other self-regulatory
organizations, such as the Nasdaq Stock Market LLC \18\ and CBOE BYX
Exchange, Inc.,\19\ which do not require that the directors nominated
by the membership of the exchange be independent.
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    \18\ See Bylaws of the Nasdaq Stock Market LLC, Article I
(noting that a ``Member Representative Director may, but is not
required to be, an officer, director, employee, or agent of a Nasdaq
Member'').
    \19\ See Ninth Amended and Restated Bylaws of CBOE BYX Exchange,
Inc., Article III, Sections 3.1 and 3.2.
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Additional Proposed Amendments
    The Exchange proposes to delete the reference to ``allied members''
from the definition of ``Member Organizations'' in Section 2.02 because
the Exchange no longer has allied members and therefore the reference
is obsolete.\20\
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    \20\ See Securities Exchange Act Release Nos. 43720 (August 21,
2018), 83 FR 43720 (August 27, 2018) (SR-NYSE-2018-38) (notice of
filing and immediate effectiveness of proposed rule change to amend
the Independence Policy of the Board of Directors of the Exchange);
and 58549 (September 15, 2008), 73 FR 54444 (September 19, 2008)
(SR-NYSE-2008-80) (notice of filing and immediate effectiveness of
proposed rule change and Amendment No. 1 thereto conforming certain
NYSE Rules to changes to NYSE incorporated rules recently filed by
the Financial Industry Regulatory Authority, Inc.).
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    The Exchange proposes to make a non-substantive amendment to the
first sentence of Article III, Section 3.03 (No Transfers) to replace
the definition of the Commission with ``SEC.'' Because proposed Section
2.03(a)(i) would include a definition of the Commission, a definition
would no longer be required in Section 3.03.
    Finally, the Exchange proposes to make non-substantive conforming
changes to the title, recitals and signature page of the Operating
Agreement, which would become the Thirteenth Amended and Restated
Operating Agreement of the Exchange.
2. Statutory Basis
    The Exchange believes that the proposed rule change is consistent
with Section 6(b) of the Exchange Act \21\ in general, and Section
6(b)(3) \22\ in particular, in that it is intended to give members a
voice in the selection of an exchange's directors and the
administration of its affairs. The Exchange believes that the proposed
rule change is consistent with Section 6(b)(1) \23\ of the Act, in that
it would enable the Exchange to be so organized as to have the capacity
to be able to carry out the purposes of the Exchange Act and to comply,
and to enforce compliance by its exchange members and persons
associated with its exchange members, with the provisions of the
Exchange Act, the rules and regulations thereunder, and the rules of
the Exchange.
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    \21\ 15 U.S.C. 78f(b).
    \22\ See 15 U.S.C. 78f(b)(3).
    \23\ 15 U.S.C. 78f(b)(1).
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    As noted above, the requirement that Non-Affiliated Directors
qualify as independent under the Independence Policy precludes the
Member Organizations from nominating a candidate from among their own
numbers or who was recently employed by a Member or Member
Organization. Yet those are the very persons who, by virtue of their
work as, with, or in affiliation with a Member Organization, are the
most informed about the Member Organizations, their operations, and
their concerns. Accordingly, the Exchange believes that the proposed
rule change would be consistent with Section 6(b)(3) because it would
give the Member Organizations more flexibility and greater options in
selecting their preferred nominees for the Non-Affiliated Directors
and, therefore, the administration of the Exchange's affairs. In so
doing, the proposed rule change would enable the Exchange to be so
organized as to have the capacity to be able to carry out the purposes
of the Exchange Act. At the same time, the Exchange would continue to
have a majority of the members of the Board qualify as independent
under the Independence Policy.
    The Exchange notes that the proposed changes to Section 2.03 would
have the

additional benefit of bringing the Operating Agreement into greater
conformity with the NYSE American Operating Agreement, which does not
require that the NYSE American Non-Affiliated Directors qualify as
independent under the NYSE American Director Independence Policy, and
the bylaws of the Exchange's affiliates NYSE Arca, Inc., NYSE Chicago,
Inc. and NYSE National, Inc., none of which require that the directors
nominated by their trading permit holders be qualified as independent.
In addition, the proposed amendments would make Section 2.03 more
consistent with the governing documents of other self-regulatory
organizations that do not require that the directors nominated by the
membership of the exchange be independent.
    The Exchange believes that the proposed amendment to Section 2.02
of the Operating Agreement would enable the Exchange to be so organized
as to have the capacity to carry out the purposes of the Exchange Act
and comply with the provisions of the Exchange Act by its members and
persons associated with members because it would remove an obsolete
reference to allied members, thereby adding clarity and transparency to
the Operating Agreement by removing any confusion that may result if it
retained such obsolete reference. The Exchange further believes that
market participants would benefit from the increased clarity, reducing
potential confusion.
    The proposed amendments to effect non-substantive technical and
conforming changes would enable the Exchange to be so organized as to
have the capacity to be able to carry out the purposes of the Exchange
Act and to comply, and to enforce compliance by its exchange members
and persons associated with its exchange members, with the provisions
of the Exchange Act, the rules and regulations thereunder, and the
rules of the Exchange because the changes would ensure that persons
subject to the Exchange's jurisdiction, regulators, and the investing
public can more easily navigate and understand the Operating Agreement.

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

    The Exchange does not believe that the proposed rule change will
impose any burden on competition that is not necessary or appropriate
in furtherance of the purposes of the Exchange Act. The proposed rule
change is not intended to address competitive issues but rather is
concerned solely with the administration and functioning of the
Exchange.

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 45 days of the date of publication of this notice in the
Federal Register or up [sic] to 90 days (i) as the Commission may
designate 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 or disapprove the 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, 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<EMAIL_ADDRESS>Please include
File Number SR-NYSE-2019-62 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-NYSE-2019-62. 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-NYSE-2019-62, and should be submitted on
or before December 20, 2019.

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\24\
Eduardo A. Aleman,
Deputy Secretary.

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    \24\ 17 CFR 200.30-3(a)(12).
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[FR Doc. 2019-25834 Filed 11-27-19; 8:45 am]
 BILLING CODE 8011-01-P