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Rule 312. Changes Within Member Organizations

This rule is no longer applicable. Incorporated NYSE Rules have been superseded by Temporary Dual FINRA-NYSE member Rule Series. Please consult the appropriate FINRA Rule.

(a) Each member organization, shall promptly give to the Exchange notice in writing on such form as may be required by the Exchange (1) on Form U-5, of the death, retirement, or other termination of any party required to be approved under the Rules of the Exchange, (2) of the dissolution of the member organization.
(b) In addition, in the case of a member corporation, such member corporation shall give written notice (1) of any material change in the stockholdings of any member, principal executive or approved person of such member corporation, (2) of any proposed change in the directors or officers, or (3) of any proposed change in the charter, certificate of incorporation, by-laws or other documents on file with the Exchange, or (4) of the failure to comply with all the conditions of approval specified in Rule 311.
(c) Each member, principal executive and approved person of a member corporation shall promptly notify his member corporation of any material acquisition or disposition of shares of stock of such corporation.
(d) Whenever a person who is required to be approved by the Board as a member, principal executive or approved person fails or ceases to be so approved, each member corporation shall promptly redeem or convert to a fixed income security such of its outstanding voting stock as may be necessary to reduce such party's ownership of voting stock in the member corporation below that level which enables such party to exercise controlling influence over the management or policies of such member corporation.
(e) Unless permitted by the Exchange in order to protect investors and the public interest or to facilitate the administration of the Exchange, no person shall be a member or principal executive in a member organization unless all persons required to be approved by the Exchange are so approved.
(f) Reserved.
(g) A member corporation shall not without the prior written approval of the Exchange:
(1) In any way amend its charter, certificate of incorporation or by-laws.
(2) Issue any bonds, notes or other instruments evidencing funded indebtedness of the corporation except pursuant to the terms and provisions of such security or of any agreement between the member corporation and the holder of such security, which agreement has been previously filed with and approved by the Exchange.
(3) Amend, modify or cancel any agreement made by it or any of its stockholders relating to the management of the corporation or the issue or transfer of securities of the corporation (other than agreements relating to ordinary securities and commodities transactions).
The Exchange will approve any action described in (1), (2) or (3) above unless it determines that such action will impair the financial responsibility or operational capability of the member corporation.
(h) Reserved.
(i) In order to ensure the continued financial responsibility and operational capability of a member corporation, the Exchange may require such member corporation to file with the Exchange a written report showing the use made by the member organization of the proceeds of any offering of any security issued by such member organization.
(j) No stock shall be issued by a member corporation except for cash or such other consideration as the Exchange determines will not impair the financial responsibility or operational capability of such member corporation.
December 19 1968, effective January 1, 1969.
March 26, 1970.
February 1, 1973.
August 9, 1976.
July 13, 1978.
October 19, 1978.
April 2, 1979.
January 21, 1981.
October 26, 1989.
February 27, 2006, effective March 8, 2006 (NYSE-2005-77). August 25, 2006 (NYSE-2005-58).
Amended by SR-FINRA-2008-036 eff. Nov. 11, 2008.
Amended by SR-FINRA-2009-044 eff. Dec. 14, 2009.
Amended by SR-FINRA-2008-067 eff. Feb. 8, 2010.
Amended by SR-FINRA-2010-008 eff. Feb. 8, 2010.

Selected Notices: 08-64, 09-60, 09-71.

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