Amendments to Rule A-4, on Meetings of the Board

On December 13, 2001, the MSRB filed with the Securities and Exchange Commission amendments to rule A-4, on meetings of the Board.  The amendments became effective upon filing.

Rule A-4 establishes the procedures and requirements for holding Board meetings, the notice of the time and place required for special meetings, the quorum and voting requirements, and the procedures for taking action without a Board meeting.

Rule A-4(b), on notice of meetings, provides that notice of the time and place of special meetings of the Board shall be mailed to each Board member not later than the seventh calendar day preceding the date on which the meeting is to be held, or by telephone, telegraph or personal delivery not later than the third calendar day preceding the date on which the meeting is to be held.  Notice of a special meeting shall also set forth the purpose or purposes of the meeting and the name or names of the person or persons at whose request the meeting is being called.  Rule A-4(d), on action without a meeting, provides that action by the Board may be taken without a meeting by written consent of the Board or by telephone poll of all members of the Board, provided that certain administrative procedures are followed.[1]

The amendments revise rules A-4(b) and A-4(d) to include e-mail as a method of contacting and polling Board members.  The amendment to rule A-4(b) provides that notification of special meetings of the Board may be made by e-mail and it removes notification of such meetings by the use of telegraph.  The amendment to rule A-4(d) provides that e-mail may be used in conducting a poll of the Board for action taken without a meeting.

December 13, 2001

Text of Amendments [2]

Rule A-4.  Meetings of the Board

(a) No change.

(b) Notice of Meetings. Notice of the time and place of special meetings of the Board shall be mailed to each member, at such member’s address appearing in the records of the Board, not later than the seventh calendar day preceding the date on which the meeting is to be held, or by telephone, telegraph, e-mail or personal delivery not later than the third calendar day preceding the date on which the meeting is to be held.  Written notice of special meetings of the Board shall be signed by the Secretary to the Board.  Notice of a special meeting shall also set forth the purpose or purposes of the meeting and the name or names of the person or persons at whose request the meeting is being called.  Notice of a special meeting need not be given to any member who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, prior thereto or at the commencement thereof, the lack of notice to such member.  No notice of regular meetings of the Board shall be required.

(c) No change.

(d) Action Without a Meeting. Action by the Board may be taken without a meeting by written consent of the Board setting forth the action so taken or by telephone or e-mail poll of all members of the Board, provided that, in the case of action taken by telephone or e-mail poll, the Board, at a meeting, or the chairman of the Board authorizes the action to be taken by such means.  The Executive Director shall transmit to each Board member, as soon as practicable after a telephone or e-mail poll is taken, a written statement setting forth the question or questions with respect to which the telephone or e-mail poll was taken and the results of the telephone or e-mail poll.  Such statement shall also be entered in the minutes of the next Board meeting.  In the case of action taken without a meeting by written consent, or telephone or e-mail poll, an affirmative vote of a majority of the whole Board is required.