Subject: File No. SR-NASD-2007-023
From: John Q NASD Member

April 13, 2007

This what are NASD Members/Owners and Financial Leaders are saying about this NASD Proposed by-law changes:

4/12/2007 8:59:26 PM

Im just disgusted by the whole can these other organizations just sit idly by and tell their members "its a great thing to lose your right to vote for the entire board"????

Maybe it would be a great thing if we stopped paying our dues to them?

WHy would our SFAB and our own governor tell the members " its an awesome day for the industry you have no represntaiton"

Can you imagine your senator coming out and telling you "great news You can no longer vote for the president but we did get you a tax break"??

Im going to my congressman....ive been decieved.

4/12/2007 7:23:25 PM

OK, I've watched this thing go down for months now and the only thing I can see that will happen is the small BD lost again. How much did we each make when the NASD sold our best and biggest asset, the NASDAQ? Maybe you can't count that small but I see it happening again. The NASD sell its self for $35,000 each. I hope I can keep my company working long enough to retire because the NASD isn't working for or with me. Let me see if I got this correct. The NYSE takes over us with our $1.6 Billion in cash 1.9 for $186 Million and every owner (BD) gets $35,000. Is that right? Is that fair? Is that Reasonable? But, will it happen? I'm betting yes
/12/2007 6:34:26 PM

Play along with me for a moment if you will -
In the background you hear the theme music for the TV show Mission: Impossible - there's Peter Graves/Jim Phelps, listening to the IM assignment on self-destructing tape - and you overhear the following: "Your mission, should you choose to accept it, is to find a way to dramatically reduce the number of member broker/dealers who will actually receive the $35,000 payment. As always, if you are caught, the SEC will disavow all knowledge of your actions. Good luck Jim."

I'm not nearly as smart as some of you guys and gals are, but I'll bet there are a whole lot of not-yet-revealed caveats and conditions that might just crop up between us and our checks for $35K - things like our 3 most recent 3070 filings cannot show significant complaints, the kind which historically lead to disciplinary action by NASD, rescissions, restitutions, settlements, mediations, or losing arbitrations; or, you can't get the full check for $35K if you have a certain number or certain kind of pending arbitration cases which have been scheduled but not yet heard - or, you have to be current on all regulatory filings; or, you can't owe back taxes, you can't have been the subject of any as- yet undecided litigation against your firm by vendors, such as your landlord, your copy machine company who holds the lease or loan paper on the equipment, and other claims or contingent claims against your firm which may have a 15c3-1 footprint -

Speaking of 15c3-1, have you read the new 15c3-1 proposal? The one that dramatically changes the way over 700 fully disclosed / introducing B/D's handle their liabilities? What a fabulous coincidence that this 150-page financial and operations Proposal was not put up for comment until after the January 19th vote.

Maybe I'm wrong about all this. But if I'm not, all but a handful of us should just forget about that check.

4/12/2007 4:35:47 PM

Right...when a robbery is inevitable, just hand them your wallet and your first born son as well.

4/12/2007 4:32:18 PM

I see no reason to "take a stand" now after the votes were counted. There is little, if anything, that can now be done.

4/12/2007 11:08:13 AM

Many of us have doubted that public investors feel strongly about how poorly the role of federal securities regulators is being executed - do yourself a favor: set aside 30 minutes of your valuable time and read some of the comments of investors and portfolio managers, American and Foreign, about the 'Naked Short Selling' scandal - It is posted at
It is File No. S7-12-06 Release # 34-55520 . The comments are available for public viewing.
There are too many to read them all - well over 800 comments dating back to the first proposal. But after you've read about 1/2 dozen to a dozen of them, and discounting that some of them are from hysterical nutcases - but most comments are legitimate - you come away with the sense that there would be strong public support for SEC and Congressional Hearings on this regulatory consolidation, were it more well-known. Look at the comment dated September 6, 2006 from Steven G. Walker, from California - He specifically identifies Anne Nazareth for her 'dismissal' of the problem of Naked Short Selling as 'not a big problem, mainly it's a group of dissatisfied investors, whining because their stock went down." This is the same Anne Nazareth who Mr. Cox, Ms. Schapiro and others have given such great attribution to in making this NYSE/NASD regulatory merger plan a reality.

4/10/2007 8:52:42 AM

Since it is standard practice to audit and intimidate Member firms who oppose the NASD by-law changes it is no wonder why members cannot comment on the changes. The NASD Execs are so desperate to keep their jobs that they will do anything and say anything, and intimidate anyone that get in their way. The comment period is a joke and a target board for fraudster regulators that love their big checks and the fact that they will never have to contribute to this nation through real production.

4/5/2007 4:08:46 PM

as i recall, the ownership of nasd is held in trust. who are the trustees? what is the trust language?
second point about commenting to the sec about bylaw changes: obviously those who speak up adversly to the nasd positions are red-flagged by reg. staff. in my case,when elected in 2004 for a 3 year term on dist. one committee thus began speaking to an unlistening/unresponsive audience beginning in 2005, before the fia, i set aside $25,000/year for the legal defense fund. on top of all the distractions and deversions generated by reg and enforcement staff, speakers/writers should know they might be targeted by staff and plan accordingly. those non speakers value insulation/camouflage from staff more than the long term future of our sro. and they liked the idea of the $35,000 cheque. in a democracy we each make our own choices base on our preferences.ive made mine. have you made yours?

4/5/2007 1:52:51 PM

Maybe everyone is afraid of being forced into an NASD audited for commenting on the NASD Executive by-law fraud. Remember how desperately the NASD Executives hide who the true owners of NASD are during any balloting process. It is amazing that a regulator could work so hard to avoid exposing the truth about the NASD ownership.
You know the drill, when regulator is exposed for lying and committing fraud their immediate recourse are threats, intimidation, and revenge for any member that dares to speak up and expose their crimes. This failed regulator has no credibility except in their own minds.

4/3/2007 8:25:02 PM

If you have been following the lawsuit, then you have read the following statement: "NASD and NYSE last week filed motions to dismiss the lawsuit. They argued that as regulators, they are immune from lawsuits."

The three natural persons named in the suit are claiming immunity from prosecution for engaging in conduct which violates the mandates and limits of their 'job descriptions.' Willful fraud is fraud no matter who commits it. According to the lawsuit, there is nothing 'incidental or unintentional' about the violations which are alleged to have been perpetrated by the named individuals indivually and in concert with each other as part of an overall plan. Scienter was definitely present here, if the allegations can be successfully proven. Which is why discovery is so vital to the case. Why is why the high-priced lawfirms are objecting to discovery as if their lives depended upon it.

Furthermore, these three have made the claim that the lawsuit should wait until we see if the SEC approves the merger. This is a claim that is patently absurd. If the proxy and everything surrounding the voting process was misrepresentative, incomplete, and fraudulent, then it was misrepresentative, incomplete and fraudulent whether the SEC approves the proposed bylaws changes or not SEC approval does not extinguish the reasons for the lawsuit. SEC disapproval does not extinguish the reasons for the lawsuit either. If the three named individuals have nothing to hide, why are their high-priced lawyers engaging in blatant obstructionist conduct?

Can you imagine being so arrogant that you think you are above the law, 'bullet-proof,' and can engage in any conduct you want and get away with it because, as a regulator, you are 'immune,' you are above the law?

Regulators in the country MUST be held to the highest possible ethical and legal standard. Even the hint of impropriety or conflict of interest should be a cause for a complete and transparent INDEPENDENT investigation of all relevant details.

4/3/2007 6:52:27 PM

Talk about a dysfunctional and arrogant company. The NASD is required under Delaware Law to hold an annual meeting with elections every thirteen months. Well we are approaching out fifteenth month with no meeting Why is the staff so desperate to hold onto their jobs against the will of their owners???? I guess screwing small firms and their principals has become a favorite passion with these so-called professional regulators.

4/3/2007 5:16:04 PM

The NASD fraudulently sold its owners a by-law amendment proposal based on the following:

NASD execs lied to members and committed fraud by willfully not fully disclosing and fully explaining the true intent of the by-law changes which was to take away members ownership rights and seize control of the $1.6 billion in cash for only $186 million.

NASD execs lied and committed fraud when they told members that the by-law changes will increase the small firm representation on the NASD Board.

NASD execs lied and committed fraud concerning the $35k payment that had nothing to do with a merger, had no fairness opinion, but was in fact already members' money and should have been disbursed to all NASD members, without the by-law changes.

NASD execs lied, committed extortion, and committed fraud when they said that the SEC will do bad things to members if the by-law changes do not pass.

NASD execs lied and committed fraud when they told members that they could not receive any more money because the IRS would not allow it.

NASD execs lied and committed fraud when they told members to vote only through Georgeson to be official. The fact was that the ballots were confidential and the NASD staff wanted the members to vote only through Georgeson for the sole purpose of threatening and coercing members to change their votes.

NASD execs lied and committed fraud when they did not disclose that the inside firms were using a fake merger plan for the purpose of seizing control of the NASD and the $1.6 billion in cash of members money.

NASD Execs told district directors to call members to vote for the by-law changes and this was threatening and inappropriate.

NASD execs lied to members by not informing members that insider firms use the NASD solely for their own benefit and to assure that these insiders will never be personally named to any regulatory actions and that the these firms will never receive any meaningful sanctions.

4/3/2007 4:04:17 PM

To the blogger who posted at 3:15:46:

What is hundreds of thousands to an organization that gets over a hundred million a year in interest alone? Play your sympathy card elsewhere.

Posted 4/3/2007 2:29:49 PM

To the hungry and starving:

If you voted "yes" just because of the 35K, trust me: this is one check you will not see. So when you file your pathetic FOCUS, don't add it to net cap.
4/3/2007 2:29:49 PM

To the hungry and starving who are waiting for their 35K, you will need to wait much longer. THIS IS THE GREATEST FRAUD OF THIS CENTURY, bigger than Enron, bigger than Worldcom, bigger than anything we have seen in our lifetime. Like the SEC did with Enron and Worldcom, they are standing by watching another fraud take place, and doing nothing to stop it. Your 35K is farther away than you think.