A meeting of the State Securities Board was held on February 23, 2023, in Room 320, Thomas Jefferson Rusk State Office Building, at 10:00 a.m. Those present were: E. Wally Kinney, Chair; Robert Belt, Member; Melissa Tyroch, Member; Ejike E. Opka II, Member; Travis J. Iles, Securities Commissioner; Clinton Edgar, Deputy Commissioner; Tommy Green, Director, Inspections and Compliance Division; Derek Lauterjung, Director, Staff Services Division; Joseph J. Rotunda, Director, Enforcement Division; Marlene K. Sparkman, General Counsel; Emily Diaz, Assistant Director, Registration Division; Betsy Hodges, Assistant Director, Inspections and Compliance Division; Tina Lawrence, Assistant Director, Enforcement Division; Cheryn Netz, Assistant General Counsel; Misty Smith, Assistant Director, Staff Services Division; Shaun Yarroll, Assistant Director, Registration Division; Cristi Ochoa, Attorney, Inspections and Compliance Division; Brian Shepherd, Staff Attorney, General Counsel Division; and Sonia Fergerson, Executive Assistant.
Chair Kinney indicated that Member Tyroch was delayed, but was expected to arrive very soon, and called the meeting to order at 10:05 a.m.
Minutes of the September 22, 2022, meeting were approved.
The Board voted to excuse Member Koncaba’s absence from the meeting.
Upon the recommendation of the Audit Committee, the Board voted to retain Garza/Gonzalez & Associates as the internal auditor for FY2023.
Member Tyroch arrived at the meeting.
The Board voted to retain the current audit committee members, E. Wally Kinney and Robert Belt, to serve on the committee to work with the Board’s internal auditor, with Robert Belt to continue as Chair.
The Board reviewed and voted to re-adopt the following rule chapters pursuant to the Agency's
rule review plan:
- Chapter 101. General Administration.
- Chapter 103. Rulemaking Procedure.
- Chapter 104. Procedure for Review of Applications.
- Chapter 113. Registration of Securities.
- Chapter 114. Federal Covered Securities.
- Chapter 123. Administrative Guidelines for Registration of Open-End Investment Companies.
- Chapter 125. Minimum Disclosures in Church and Nonprofit Institution Bond Issues.
- Chapter 135. Industrial Development Corporations and Authorities.
- Chapter 137. Administrative Guidelines for Regulation of Offers.
The Board voted to adopt the following proposed rules:
- New forms updated for consistency, to eliminate unneeded provisions, and make other nonsubstantive changes:
- Form 133.2. Public Information Charges-Billing Detail.
- Form 133.3. ADA Accommodations Request.
- Form 133.4. Request for Consideration of a Registration Application by a Military Applicant.
- Form 133.9. Notice Filing for Third Party Brokerage Arrangements on Financial Entity Premises.
- Form 133.10. Investment Company Report of Sales in the State of Texas.
- Form 133.11. Sales Report Form for Non-continuous Offerings.
- Form 133.14. Consent of Independent Accountants.
- Form 133.15. Texas Crowdfunding Portal Registration.
- Form 133.19. Waiver or Refund Request by a Military Applicant.
- Form 133.20. Texas Crowdfunding Portal Registration by an Authorized Small Business Development Entity.
- Form 133.21. Crowdfunding Exemption Notice.
- Form 133.22. Waiver or Refund Request by a Military Spouse for a Renewal Fee.
- Form 133.23. Request for Recognition of Out-Of-State License or Registration by a Military Spouse.
- Repeal current forms that are being replaced:
- Form 133.2. Public Information Charges—Billing Detail.
- Form 133.3. ADA Accommodations Request Form.
- Form 133.4. Request for Consideration of a Registration Application by a Military Applicant.
- Form 133.9. Notice Filing for Third Party Brokerage Arrangements on Financial Entity Premises.
- Form 133.10. Investment Company Report of Sales.
- Form 133.11. Sales Report Form for Non-continuous Offerings.
- Form 133.14. Consent of Independent Accountants.
- Form 133.15. Texas Crowdfunding Portal Registration.
- Form 133.19. Waiver or Refund Request by a Military Applicant.
- Form 133.20. Texas Crowdfunding Portal Registration by an Authorized Small Business Development Entity.
- Form 133.21. Crowdfunding Exemption Notice (SEC Rule 147A Offerings using §139.26).
- Form 133.22. Waiver or Refund Request by a Military Spouse for a Renewal Fee.
- Form 133.23. Request for Recognition of Out-Of-State License or Registration by a Military Spouse.
The Board voted to publish for public comment the following new rule proposals:
- Amending §101.2(e) and (f), concerning classification of regulatory standards, to cite the codified Texas Securities Act and conform terminology.
- Amending §103.6(c), concerning negotiated rulemaking, to add a missing word.
- Amending §104.2, concerning purpose, and §104.3, concerning definition of days, to improve clarity; and
- Amending §104.6(a), (b), and (f), concerning exceeding the time periods, to improve clarity and to cite the codified Texas Securities Act.
The Commissioner gave a report on the Agency’s budget and performance measures.
The Commissioner gave a general update on Agency operations.
The Commissioner gave an update on the Agency’s legislative appropriations request and gave a
report on what may be expected during the upcoming legislative session.
The meeting was then adjourned at 11:53 a.m.