|
(b) At the first election of Trustees, three Trustees shall be elected for a term
<br />of three years, three Trustees shall be elected for a term of two years and three
<br />Trustees shall be elected for a term of one year. At each subsequent election,
<br />three Trustees shall be elected for a term of three years and until his or her
<br />successor is elected and qualified.
<br />Section 3.3 Nominations: The Trustees who are full-time employees of Public
<br />Employers shall serve as the Nominating Committee for the Pudic Employee
<br />Tnutees, The Nominating Comm4se shall choose candidates for Pubic Employee
<br />Trustees in accordance with the procedures set forth in the By -Laws.
<br />Section 3.4 Resignation and Removal.
<br />(a) Any Trustee may resign as Trustee (without need for prior or subsequent
<br />awouunting) by an instrument in writing signed by the Trustee and delivered
<br />to the other Trustees and such resignation shall be efloctive upon such delivery,
<br />or at a later date aaording to the terms of the instrument. Any of the Trustees
<br />may be removed for cause, by a vote of a majority of the Pudic Employers.
<br />(b) Each Pudic Employee Trustee shall resign his or her position as Trustee
<br />within sooty days tithe date on which he or she oeases to be a full-time employee
<br />d a Pubic Employer
<br />Section 3.5 Vacancies: The term of dfice d a Trustee shall terminate and
<br />a vacancy shall occur in the event of the death, resignation. removed, adjudi-
<br />cated incompetence or other incapacity to perform the duties of the dice of
<br />a Trustee. In the case of a vacancy, the remaining Trustees strati appoint such
<br />person as they in their discretion shall see fel (subject to the imitations set forth
<br />in this Section). to serve for the unexpired portion of the term of the Trustee
<br />who has resigned or otherwise cid to be a Trustee. The appointment shall
<br />be made by a written instrument signed by a majority of the Trustees. The per-
<br />son appointed must be the same type of Trustee (ve, Public Employee Trus-
<br />tee or ICMAIRC Trustee) as the person who has ceased to be a Trustee. An
<br />appointment of a Trustee may be made in anticipation of a vacancy to occur
<br />at a later dais by reason of retirement or resignation, provided iliac such appoint-
<br />merit
<br />ppointmerit shall not become effective prior to such retirement or resignation. When-
<br />ever a vacancy in the number of Trustees shall occur: urdl such vacancy is
<br />Med as prarided in this Section 3.5, the Trustees in dfim regardless of their
<br />number; shall have all the powers granted to the Trustees and shall discharge
<br />all the duties imposed upon the Trustees by this Declaration. A written instr -
<br />meat certifying the existence of such vacancy signed by a majority of the
<br />Trustees shall be conclusive evidence of the existence d such vacancy.
<br />Section 3.61hidees Serve in Representative Ca pactty. By executing
<br />this Declaration, each Pubic Employer agrees that the Pubic Employee Trudees
<br />elected by the Public Employers are authorized to act as agents and represen-
<br />tatives of the Public Employers collectively.
<br />ARTICLE IV. POWERS OF TRUSTEES
<br />Section 4.1 General Pmen: The Trustees shelf have the power to conduct
<br />the business of the Trust and to carry on its operations. Such power shall include,
<br />but shall not be limited to the power to:
<br />(a) receive the Trust Property from the Public Employers, Pubic Employer
<br />Trustees or other Trustee of any Employer Trust;
<br />(b) enter into a contract with an Investment Adviser providing, among other
<br />things, for the establWhment and operation of the Portfolios, selection of the
<br />Guaranteed Investment Corttracts in which the Trust Property may be invested,
<br />selection of other investments for the Tust Property and the payment of reasona-
<br />ble fees to the Investment Adviser and to any subminvestrnent adviser retained
<br />by the Investment Adviser,
<br />(c) review annually the performance of the Investment Adviser and approve
<br />annually the contract with such Investment Adviser,
<br />(dJ) rarest and reinvest the Trust Property in the Pordolim the Guaranteed Interest
<br />Corina cb and in any other investment recommended by the Investment Adviseti
<br />but not including securities issued by Pubic Employers, provided that N a Public
<br />Employer has directed that its monies be unrested in specified Portfolios or
<br />in a Guararteed h estrnent Contract, the Trustees of the Retirement Trust shall
<br />invest such montes in accordance with such dtirecdons;
<br />(e) keep such portion of the Trust Property in cash or cash balances as the
<br />Trustees, from time to tine; may deem to be in the best interest of the Retire -
<br />merit Trust created hereby, without #ability for interest thereon;
<br />(f) accept and retain for such time as they may deem advisable any securi-
<br />ties or other property received or acquired by them as Trustees hereunder,
<br />whether or not such securities or other property would normally be purchased
<br />as investments hereunder,
<br />(g) cause any securities or other property held as part of the Trust Property
<br />to be registered in the name of the Retirement Trust or in the name of a nomi-
<br />nee, and to hold any investments in bearer form, but the books and records
<br />of the Trustees shall at all times show that all such investments are a part of
<br />the Trust Property;
<br />(h) make, execute, acknowledge, and deliver any and all documents of trans-
<br />fer and conveyance and any and all other instruments that may be necessary
<br />or appropriate to carry out the powers herein granted;
<br />() vote upon any stock, bonds, or other securities; give general or special proxies
<br />or powers of attorney with or without power of substitution; exercise any con-
<br />version privileges, subscription rights, or other options, and make any W
<br />ments incidental thereto; oppose, or consent to, or otherwise participate in,
<br />corporate reorganizations or other changes effecting corporate securities, and
<br />delegate discretionary powers, and pay any assessments or charges in con-
<br />nection therewith; arid generally exercise any of the powers of an owner with
<br />respect to stocks, bonds, securities or other property heli as part of the Trust
<br />Property;
<br />(D enter into contracts or arrangements for goods or services required in con-
<br />nec km with the operation of the Retirement Trust, including, tit not limited
<br />to contracts with custodians and contracts for the provision of administrative
<br />services;
<br />pc) borrow or raise money for the purposes of the Retirement Trust in such
<br />amount, and upon such terms and conditions, as the ludees shall deem advie-
<br />able, provided that the aggregate amount of such borrowings shall to exceed
<br />30% ofthe value of the Trust Property. No person lending money tothe Trustees
<br />shall be bound to see the application of the money lent or to inquire into its
<br />validity, expediency or propriety of any such borrowing;
<br />m incur reasonable as required for the operation of the Retirement
<br />Trust and deduct such expenses from the Trust Property;
<br />(m) pay expenses properly allocable to the Trust Property incurred in
<br />conneo-
<br />bon with the Deferred Compensation Plans, Qualified Plans, or the Employer
<br />Trusts and deduct such expenses from that portion of the Trust Property to
<br />whom such expenses are property allocable;
<br />(n) pay out of the Trust Property all read and personal property taxes, income
<br />taxes aril other taxes of any and all kinds which, in the opinion of the Trustees,
<br />are properly levied, or assessed under existing or future laws upon, or in respect
<br />d the Trust Property and allocate any such taxes to the appropriate aocounts;
<br />(o) adopt, amend and repeal the By -Law% provided that such By -Laws are
<br />at all times consistent with the terms of this Declaration of Trust:
<br />(p) employ persons to make available interests in the Retirement Trust to
<br />employers eligible to maintain a Deferred Compensation Plan under Section
<br />457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as
<br />amended;
<br />(q) Issue the Annual Report of the Retirement Trust, and the disclosure docu-
<br />ments and otter literature used by the Retirement Trust;
<br />(r) make loans, including the purchase of debt obligations, provided that all
<br />such loans shall bear interest at the current market rate;
<br />(s) contract for; and delegate any powers granted hereunder to such officers,
<br />agents, employees, audsons and attorneys as the Trustees may select, provided
<br />that the Trustees may not delegate the powers set forth in paragraphs (b), (c)
<br />and (o) of this Section 4.1 and may not delegate any powers if such delega-
<br />tion would violate their fiduciary duties;
<br />(t) provide for the indemnification of the oitioers and Trustees of the Retirement
<br />Trust and purchase fiduciary insurance;
<br />(u) maintain books and records, including separate aocounts for each Public
<br />Employer Pubic Employer Trustee or Employer Trust and such additional sep-
<br />arate acoo unts as are required under and consistent with. the Deferred Com-
<br />pensation or Qualified Plan of each Public Employer and
<br />(v) do all such acts, take all such proceedings, and exercise all such rights
<br />and privileges, although not specifically mentioned herein, as the Trustees may
<br />deem necessary or appropriate to administer the Trust Property and to carry
<br />out the purposes of the Retirement Trust.
<br />
|