Membership
on the Board
Rule A-3. (a) Number
and Representation. The Board shall consist of 15 members,
at all times equally divided among the following groups:
(i) Public Representatives. Individuals who are
not associated with any broker, dealer, or municipal securities
dealer (other than by reason of being under common control
with, or indirectly controlling, any broker or dealer which
is not a broker, dealer or municipal securities dealer that
effects municipal securities transactions), at least one of
whom shall be representative of investors in municipal securities,
and at least one of whom shall be representative of issuers
of municipal securities;
(ii) Broker-Dealer Representatives. Individuals
who are associated with and representative of brokers, dealers
and municipal securities dealers which are not banks or subsidiaries
or departments or divisions of banks;
(iii) Bank Representatives. Individuals who are
associated with and representative of municipal securities
dealers which are banks or subsidiaries or departments or
divisions of banks.
(b) Increase or Decrease in Number. The total number
of members of the Board may be increased or decreased from time
to time by rule of the Board, but in no event shall the total
number of members of the Board be less than 15. Any such increase
or decrease shall be in multiples of six so that the total number
of members of the Board shall always be an odd number, equally
divided among the three groups of representatives enumerated
in section (a) of this rule.
(c) Nomination and Election of Members.
(i) Members shall be nominated and elected in accordance with the procedures specified by this rule. All members of the Board shall be elected for terms of three years, so that the terms of office of one-third of the whole Board shall expire each year. The terms of office of all members of the Board shall commence on October 1 of the year in which elected and shall terminate on September 30 of the year in which their terms expire. A member of the Board may serve additional terms as a Board member upon nomination and election for each such additional term in accordance with the procedures specified by this rule, provided that, a member of the Board may immediately succeed himself or herself in office for only a single successive term and only upon nomination and election for such successive term in accordance with the procedures specified by this rule. No broker-dealer representative or bank representative may be succeeded in office by any person associated with the broker, dealer or municipal securities dealer with which such member was associated at the expiration of such member’s term except in the case of a Board member who succeeds himself or herself in office.
(ii) The Board will appoint a Nominating Committee composed of nine
members. The membership of the Nominating Committee shall consist of six
Board members and three persons who are not members of the Board. Of the six Board members, two shall be bank representatives, two shall be broker-dealer representatives, and two shall be public representatives. Of the three non-Board members, one shall be associated with and representative of bank dealers, one shall be associated with and representative of brokers, dealers, and municipal securities dealers other than bank dealers, and one shall not be associated with any broker, dealer, or municipal securities dealer (other than by reason of being under common control with, or indirectly controlling any broker or dealer which is not a broker, dealer or municipal securities dealer that effects municipal securities transactions). In appointing persons to serve on the Nominating Committee, factors to be considered include, without limitation, diversity in the geographic location, size and type of brokers, dealers and municipal securities dealers represented on such Committee.
(iii) The Nominating Committee shall publish a notice in
a financial journal having general national circulation among
members of the municipal securities industry soliciting nominations
for the positions on the Board to be filled in such year.
The notice shall require that recommendations be accompanied
by a statement of the position for which the person is recommended,
the background and qualifications for membership on the Board
of the person recommended and information concerning such
person's association with any broker, dealer, or municipal
securities dealer. The Nominating Committee shall accept recommendations
pursuant to such notice for a period of at least 30 days.
Any interested member of the public, whether or not associated
with a broker, dealer, or municipal securities dealer, may
submit recommendations to the Nominating Committee. The names
of all persons recommended to the Nominating Committee shall
be made available to the public upon request.
(iv) The Nominating Committee shall nominate one person for each of the
Board positions to be filled and shall submit the nominees to the Board for approval. In making such nominations, factors to be considered include, without limitation, diversity in the geographic location, size and type of brokers, dealers, and municipal securities dealer represented. Each nomination shall be accompanied by a statement indicating the position for which such person is nominated, the nominee’s qualifications to serve as a member of the Board, and information concerning the nominee’s association with any broker, dealer, or municipal securities dealer. The names of the nominees will be confidential.
(v) The Board shall accept or reject each nominee submitted
by the Nominating Committee. In the event that the Board rejects
a nominee, the Nominating Committee will propose another nominee
for Board consideration.
(vi) The public representatives on the Board will, prior
to their assumption of office, be subject to approval by the
Commission to assure that no one of them is associated with
any broker, dealer or municipal securities dealer (other than
by reason of being under common control with, or indirectly
controlling, any broker or dealer which is not a broker, dealer
or municipal securities dealer that effects municipal securities
transactions) and that at least one of the public representatives
of the Board is representative of investors in municipal securities
and at least one is representative of issuers of municipal
securities.
(vii) Upon completion of the procedures for nomination and
election of new Board members, the Board will announce the
names of the new members not later than October 1 of each
year.
(d) Resignation and Removal of Members. A member may
resign from the Board by submitting a written notice of resignation
to the Chairman of the Board which shall specify the effective
date of such member’s resignation. In no event shall such
date be more than 30 days from the date of delivery of such
notice to the Chairman. If no date is specified, the resignation
shall become effective immediately upon its delivery to the
Chairman. In the event the Board shall find that any member
has willfully violated any provision of the Act, any rule or
regulation of the Commission thereunder, or any rule of the
Board or has abused his or her authority or has otherwise acted,
or failed to act, so as to affect adversely the public interest
or the best interests of the Board, the Board may, upon the
affirmative vote of two-thirds of the whole Board (which shall
include the affirmative vote of at least one public representative,
one broker-dealer representative and one bank representative),
remove such member from office.
(e) Vacancies. Vacancies on the Board shall be filled
by vote of the members of the Board, subject to the Commission’s
power of approval referred to in section (c) of this rule with
respect to public representatives. Any person so elected to
fill a vacancy shall serve for the term, or any unexpired portion
of the term, for which such person’s predecessor was elected.
For purposes of this rule, the term "vacancies on the Board"
shall include any vacancy resulting from the resignation of
any person duly elected to the Board prior to the commencement
of his or her term.
(f) Compensation and Expenses.
The Board may provide for reasonable compensation of the MSRB Chair,
Committee Chairs, members of the Board, and members of any Committee, including
Committees made up entirely of non-Board members. The Board also may provide
for reimbursement of actual and reasonable expenses incurred by such persons in
connection with the business of the MSRB.
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