205 F.3d 400 (D.C. Cir. 2000)
Eliezer Gurfel, Petitionerv.Securities and Exchange Commission, Respondent
No. 99-1199
United States Court of Appeals FOR THE DISTRICT OF COLUMBIA CIRCUIT
Argued February 7, 2000Decided March 7, 2000

On Petition for Review of an Order of the Securities and Exchange Commission
David W. O'Brien argued the cause and filed the brief for  petitioner.
Mark Pennington, Assistant General Counsel, Securities  and Exchange Commission, argued the cause for respondent. With him on the brief were David M. Becker, Deputy General  Counsel, Jacob H. Stillman, Solicitor, and Susan K. Straus,  Attorney.
Before:  Silberman, Henderson, and Randolph, Circuit  Judges.
Opinion for the Court filed by Circuit Judge Silberman.
Silberman, Circuit Judge:


1
Petitioner challenges an NASD  order, affirmed by the SEC, barring him from the securities  business.  He asserts that under its bylaws the NASD had  lost authority to adjudicate his conduct.  We deny the petition.

I.

2
The National Association of Securities Dealers (NASD) is  an association of broker-dealers authorized under the Securities Exchange Act to develop and enforce rules of professional conduct for its member firms, subject to oversight by the  SEC.  See 15 U.S.C.    78o-3.  At the time of the misconduct  that gave rise to this case, Eliezer Gurfel was employed by  NASD member firm International Money Management  Group, Inc. (the firm).  Under the terms of his employment  with the firm, Gurfel sold securities products to investors and  split the commissions--Gurfel receiving 85% of the commissions and the firm 15%.  On four occasions between January  and March of 1993, Gurfel received commission checks from  ITT Hartford for his sale of the insurance company's variable  annuities.  Although the checks were made out to the firm,  Gurfel deposited them in his personal bank account, evidently  by forging the endorsement of the firm's president, Chip  Brittingham, on the back of the checks.1  Gurfel did not send the firm its 15% share of the commissions.


3
The firm discovered that the Hartford checks were missing. According to unchallenged testimony during NASD enforcement proceedings, Brittingham confronted Gurfel about the  missing commissions, and Gurfel then admitted that he had  forged Brittingham's name on the checks.  Gurfel reimbursed  the firm for the funds he had converted, and "resigned" from  the firm.  As is required by NASD Bylaws, Art. IV,    3(a)  (1996),2 the firm notified the NASD that Gurfel's association  with the firm had been terminated.  The notice of termination  was sent on November 15, 1993.  The notice indicated that  Gurfel had violated his agreement with the firm by depositing  the checks into his personal account, but made no reference  to the forgeries.  One week after his termination, Gurfel  began work at another NASD member firm, Van Sant and  Mewshaw Securities, Inc. (Van Sant).  His employment there  ended about a year later, on October 31, 1994.


4
On November 30, 1995, the NASD's Business Conduct  Committee filed a complaint against Gurfel alleging that he  forged or caused to be forged the Hartford checks and  converted the proceeds for his personal use.  While Gurfel  did claim innocence of the forgery charge, his more vigorous  defense was procedural.  Article IV, Section 4 of the NASD  Bylaws, entitled "Retention of Jurisdiction," states that:


5
A person whose association with a member has been terminated and is no longer associated with any member of the [NASD] ... shall continue to be subject to the filing of a complaint ... based upon conduct which commenced prior to the termination ... but any such complaint shall be filed within:(a) two (2) years after the effective date of termination of registration.... (emphasis added).


6
Gurfel argued that since no complaint was filed within two  years of the date of his termination with the firm--where he  committed the misconduct--this provision deprived the  NASD of authority to file its complaint.  The NASD responded that the two-year period set forth in section 4 began running not when Gurfel left the firm, but when he was  terminated from Van Sant, at which point he left the industry. Since the NASD filed its action less than two years after that  later date, the complaint was timely.  The NASD's National  Adjudicatory Council rejected Gurfel's argument and barred  Gurfel from future association with any NASD member firm. The SEC sustained both the NASD's interpretation of section  4 and the sanction.  In re Gurfel, Exchange Act Release No.  41,229 (SEC Decision March 30, 1999).  In his petition Gurfel  contests only the NASD's authority to bring the enforcement  action against him.

II.

7
His argument essentially is that section 4 must be read as  if it were analogous to a statute of limitations.  The phrase  "effective date of termination of registration"--which starts  the running of the two-year period--therefore refers to his  initial termination from the firm rather than his subsequent  termination from Van Sant.  That is so, it is claimed, because  the misconduct with which he is charged took place at the  firm from which he was initially terminated.


8
The obvious difficulty with petitioner's argument is that  section 4 does not start the running of the two-year period of  extended NASD authority from the date of any misconduct,  but rather from the date of termination.  And termination  could occur for a host of reasons, including voluntary resignation having nothing to do with the person's conduct.  Therefore in determining which termination begins the two-year period--the first or second--the place at which the misconduct occurred appears irrelevant.


9
Petitioner attempts to tie the jurisdictional period to the  termination from the broker-dealer at which the misconduct  took place by referring to language later in section 4.  A  member firm is required to amend its notice of termination in  the event that "the member learns of facts or circumstances  causing any information set forth in said notice to become  inaccurate or incomplete."  See NASD By-Laws, Art. IV,     3(b).  Section 4(a) addresses the effect of the filing of such a post-termination amendment on the NASD's jurisdiction,  stating that an NASD complaint must be filed within


10
two (2) years after the effective date of termination of registration pursuant to Section 3 above, provided, how-ever, that any amendment to a notice of termination filed pursuant to Section 3(b) that is filed within two years of the original notice which discloses that such person may have engaged in conduct actionable under any applicable statute, rule, or regulation shall operate to recommence the running of the two-year period under this paragraph.


11
NASD Bylaws, Art. IV,    4(a) (emphasis added).  Gurfel  reads the "which" clause as referring to the original notice,  not the amendment, and that is supposed to suggest that it is  necessarily a person's misconduct-related termination that  triggers the jurisdictional period.  We think that reading is  plainly wrong because as petitioner concedes there is no  necessary connection between a termination and misconduct  that took place prior to the termination.  It is obvious then  that it is the amendment that is modified by the "which"  clause.


12
Although the language of section 4 might not pass SEC  scrutiny as an offering circular, we think the agency's reading  is correct.  The "termination" which begins the running of  the two-year period, after which the NASD loses jurisdiction,  is the termination from a person's last job in the industry. After all the section is entitled in jurisdictional terms.  Its  apparent purpose is to extend coverage to any registered  representative who worked in the industry for any member  firm for two years after that person leaves the industry. That is why the section does not even apply to a person who  is presently "associated with any member of the [NASD]."In other words, as petitioner concedes, a person who remains  with one firm (never terminated) is subject to the NASD's  jurisdiction indefinitely.  It is also clear that a person who  leaves firm A to work for B and continues working at B for,  let us say, 40 years remains subject to NASD jurisdiction for  misconduct committed at firm A--as he is still "associated  with" an NASD member.  These examples show that section 4's limitation on the NASD's authority to impose discipline on  a registered representative is not focused on--indeed, it is  indifferent to--the period of time running from the representative's misconduct.  In sum, this provision merely restricts  the NASD's authority to discipline registered representatives  to a period necessary to protect the industry, not for the  purpose of granting a possible wrongdoer repose.


13
The SEC argues that it is entitled to deference as to the  proper interpretation of the NASD rules3 because the Commission must approve and may on its own initiative modify  the NASD Bylaws, see 15 U.S.C.    78s(b)-(c).  We think that  deference would be appropriate if we were in doubt as to the  proper interpretation of section 4, see Arkansas v. Oklahoma,  503 U.S. 91, 110-11 (1992) (deferring to EPA's interpretation  of state environmental regulatory standards the agency incorporated by reference), but we are not.


14
*  *  *  *


15
For the reasons set forth above, we agree with the SEC's  interpretation of section 4, and deny Gurfel's petition.


16
So ordered.



Notes:


1
 Gurfel protested before the NASD and SEC that he did not  forge Brittingham's name on the checks;  while he acknowledged  that he "mistakenly" deposited the checks in his personal account,  he professed ignorance as to how Brittingham's name came to be on  the back of them.  Since Gurfel does not contest the SEC's factual  findings, we accept the agency's determination that Gurfel "forged  or caused to be forged" Brittingham's name on the checks.


2
Article IV has since been redesignated as Article V without  substantive change.  In this opinion we refer to the bylaws in effect  at the time the NASD's complaint against Gurfel was filed.


3
 That would raise an interesting question if we were faced with  divergent interpretations from the NASD and the SEC.


