No, josey, they don't. You are completely inaccurate in that claim. (a r/s is, by the way, a corporate action). The State has no approval authority whatsoever, and the actions of NASD are limited to assigning a new symbol.
Exchanges may impose shareholder approval requirements for certain corporate actions-such as R/S as a condition of listing, but the OTC quotation services have no such requirements.
Other actions that require no State or Federal regulatory approval include:
Increases in AS
Total OS, except that share registration requirements must be met
If you are so sure that there is an approval process, why don't you provide a link to the regulation.