HomeMy WebLinkAboutORDINANCE 1529-1993..
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Suggested by: Finance Director
City of Kenai
ORDINANCE N0.1529-93
AN ORDINANCE OF THE COUNCIL OF THE CITY OF KENAI, ALASKA
AUTHORIZING THE EXECUTION OF A COMMON INVESTMENT AGI~,EEMENT
AMONG POLITICAL SUBDIVISIONS OF THE STATE OF ALASKA ~D TD
AUTHORIZE CREATING AND/OR BECOMING A iViEMgER OF THE ALASKA
MUNICIPAL LEAGUE INVESTMENT POOL, INC.
WHEREAS, many public entities in Alaska, i.e., political subdivisions of the State of
Alaska including municipalities, school districts, and regional educational attendance
areas, have generally been unable to receive returns on investment of short-term excess
funds at levels available to investors having larger amounts of funds to invest, and
WHEREAS, AS 37.23.010 - 37.23.900 ("Alaska Investment Pool Act") enacted by the
1992 Alaska Legislature provides a means for public entities to join together in an
arrangement intended to allow them to combine their short-term excess funds for a higher
yield on those funds, and
WHEREAS, the Alaska Municipal League Investment Pool, Inc., an Alaska n
corporation ("Corporation"), has been established pursuant to AS 37.23.010 of the Alas
Investment Pool Act by the Alaska Municipal League to provide investment m ement
and other services to public entities, and
WHEREAS, the Corporation will provide for the pooling of funds of public entities which
are members of the Corporation and will seek returns on the investment of those funds
commensurate with market conditions, and
WHEREAS, the City ("Public Entity") is a public entity as defined in the Alaska
Investment Pool Act and may wish to become a member and participate in the investment
and other services provided through the Corporation;
NOW, THEREFORE, BE IT ORDAINED BY THE COUNCII, OF THE CITY OF
KENAI, ALASKA, THE GOVERNING BODY ("GOVERNING BODY") OF THIS
PUBLIC ENTITY AS FOLLOWS:
Section l . Authorization of Mem ership and Agreement. The terms of the Alaska
Municipal League Investment Pool inc. Common Investment A Bement "
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attached hereto, including the investment objectives and purposes contained within the
Agreement, are hereby approved. The Public Entity is hereby authorized (1) to become a
member of the Corporation and (2) to enter info the Agreement substantiall in the form
as set forth in Exhibit A and such other docum y
ents as are necessary to effectuate that
membership and Agreement. The Finance Director or that officer's designee is authorised
to execute those documents necessary to establish the Public Entity as a member of the
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Corporation and for the Public Entity to enter into the Agreement with no further
approval or authorization required by this Governing Body. Should the Public Entity
hereafter enter into the Agreement, it will thereby accept and be bound by the terms and
conditions of the Agreement, and the Articles of Incorporation and Bylaws of the
Corporation, copies of which Articles and Bylaws are attached hereto and incorporated by
reference.
Section 2. Author tea ion 4f Inve,~~men ~. Upon execution of the Agreement by
the Public Entity, each o~cer and employee of the Public Entity who is designated to be
responsible far the investment of public funds of the Public Entity pursuant to the Public
Entity's ordinances is authorized to transfer public funds of the Public Entity to the
Corporation for placement in the Alaska Municipal League Investment Pool ("Pool")
created through the Ageement in order to acquire an interest in any Series of it, provided
that such funds will be invested in accordance with the terms of the Agreement and the
investment policies as set forth in the Agreement and its exhibits. All such transfers will
be made in accordance with the procedures previously adopted by the Public Entity as
maybe amended from time to time.
Section 3. Eflfectiveness of and Terminaton_of Membership and Agreement. 'The
Agreement will go into effect upon execution by the City's Finance Director and by the
Corporation. The Public Entity's membership in the Corporation and participation in the
Pool under the terms of the Agreement will continue until the Finance Director terminates
that membership and participation by written notice to the Corporation or by the adoption
of an ordinance by the Public Entity terminating that membership and participation,
whichever first occurs.
Section 4. Further Acts. Each officer of the Public Entity is hereby authorized to
take any and all action necessary to enter into the Agreement and the joint investments in
the Pool, to carry on the membership of the Public Entity in the Corporation, and to
perform any obligations of the public Entity under that membership and the Agreement.
PASSED BY THE COUNCII, OF THE CITY OF KENAI, ALASKA, this 17th day of
Introduced: February 3, 1993
Adopted: February 17, 1993
Effective: March 17, 1993
Approved by Finance: C~
(1/28/93)
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Carol L. Frees, City Clerk
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COMMON INVESTMENT AGREEMENT
OF
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
RECITATIONS
WHEREAS, AS 37.23.0107.23.900 0! the Alaska Statutes ('Alaska investment Pooi Act')
provides that a public entity may enter into an agreement with other public entities to form and
manage an investment pool under which funds of the participating public entities are administered
and invested jointy;
WHEREAS, the Alaska trtvestment Pooi Act provides that a pubiic entity, by itself or with
other pubiic entities. may Corm a nonprofit corporation for the purposes of managing an investment
pool;
WHEREAS, the Alaska investment Pool Act provides that a pubiic entity participating in an
investment pool or a nonprofit corporation formed for the purposes as set forth in that act may
spend money reasonaby necessary for the management of the pool, including the employment of
staff, and that income from the investments of the pool may be used for management costs;
WHEREAS, the Alaska Investment Pool Act defines pubiic entity to mean a political
subdivision of the State of Alaska, including a municipality and its subdivisions, a school district,
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~,: a regional educational attendance area or an organization composed of political subdivisions of the
~~.~ state;
WHERE4S, the Alaska Municipal League Investment Pooi, inc. has been formed as a
nonprofit •corporation under the Alaska Nonprofit Corporations Act (AS 10.20) with membership
limited to political subdivisions of the State of Alaska, including a municipality and its subdivisions,
a school district and a regional attenda~{tce area but not an organization composed of political
subdivisions ('Public Entities');
WHEREAS, each of the initial participants ('initial Participants') ats identified at the end of
this Agreement and included in the list of Participants given in Exhibit A to this Agreement is a
Public Entity, and each person that subsequenty becomes a signatory to this Agreement wiii be
a Public Entity and desire to enter into this Agreement for the combined investment of pubiic funds;
WHEREAS this Agreement is intended to be a joint agreement entered into pursuant to the
Alaska investment Poot Act for the purposes of better performing the initial Participants' responsi-
bilities and the responsibilities of Public Entities who subsequenty become signatories to this
Agreement to invest their pubiic funds, as set forth in Section 2.1 of this Agreement;
WHEREAS, the governing body of each of the Initial Participants has duy adopted an
ordinance (in the case of a municipality) or a resolution or other procedure (in the case of any other
Public Entity) authorizing the respective initial Participant to become a party to this Agreement, and
each Public Entity which subsequenty becomes a signatory to this Agreement wit! do so aher its
governing body has adopted an ordinance (in the case of a municipality) or a resolution or other
procedure (in the case of any other Public Entity authorizing the respective Public Entity to become
apart' to this Agreement;
WHEREAS, the governing body of each of the initial Participants has adopted and each
Public Entity which subsequently becomes a signatory to this Agreement will adapt the investment
objectives and purposes as set forth in Article II of this Agreement and the investment Policy as set
forth in Exhibit 8 to this Agreement;
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Common investment Ag; Bement • Alaska Municipal League investment Pool, {nc.
page 2
WHEREAS, the Initial Participants antk:ipate that other Public Entities may desire to invest
public assets jointly with the Initial Participants or other Public Entities which become signatories
to this Agreement; and
WHEREAS, the Alaska Municipal League has assisted in the incorporation of the
Corporation to implement the provisions of the Alaska investment Pod Act for the lnitial Participants
and other Public Entities which become signatories to this Agreement;
NOW, THEREFORE the initial Participants do hereby covenant and agree as follows: to
have the Corporation manage and invest aq monies, assets, securities, funds and property now or
hereafter transferred to or held by is pursuant to this Agreement, all for the benefit of such Public
Entities.as may from time to time become Participants, and the inlt4ai Partk:Ipar,ts do further declare
their agreement to be bound and abide ay the terms of this Agreement.
ARTICLE i -NAME At~D DEFiN1T1ONS
Section 1.1 ~tamw a of Pool. The monies, assets, secudties, funds and property now or hereafter
transferred to and held by the Corporation pursuant to this Agreement wUi be known as the Alaska
Municipal League irnestment Pooi.
Section t .2 De, tin'R_ions. Wherever used within this Agreement, unless otherwise required by the
context or specifically provided:
(Z) 'Agreement' or 'Alaska Municipal League Investment Pool, inc. Common
investment Agreement' means this instrument executed by the Corporation and the
initial Participants and establishing the Pod, and will encompass any amendments
to this Agreement which are duly approved pursuant to this Agreement, and wilt
also encompass the written instruments by which Pubiic Entities become parties
to, or terminate their participation under, this Agreement;
(2) 'Alaska lrnestment Pool Act' means the Alaska Statute AS 37.23.01037.23.804, as
amended from time to time;
(3) 'Articles of incorporation' means the Articles of incorporation of the Corporation,
as amended from time to time;
(4) 'Bylaws' means the Bylaws of the Corporation, as amended from time to time;
(5) 'Corporation' means the Alaska. Municipal League investment Pooi, inc.;
(6) 'Custodian' means the parry identified in Section 5.7 of this Agreement with
qual~ications and duties as set forth in Article X of this Agreement;
(7) 'Directors' means the individual directors of the Board of Directors of the
Corporation and their successor or successors for the time period during which
they were in that office; and 'Board of Directors' means the board ~f directors of
the Corporation;
(8) 'investment Adviser' and 'investment Manager' mean the parties with whom the
Corporation has contracted on behalf of the Poot pursuant to Article Vtll; and
'Supervisory and irnestment Adviser Agreement and investment Management
Agreement' refer to the agreements between the Corporation and the investment
Adviser and between the Corporation and the Investment Manager. respectively;
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Common tnvestment Agreement .Ala:ka Municipal t.eague tnvestment pool, inc.
.page 3
(9) •tnvestment Ossicer• means an officer or employee o! the Corporation or ,ocher
person who wilt be designated in accordance with the provisions of Article XI of this
Agreement;
(t O) 'investment Policy' means the investment Policy for the Alaska Muntci at Lea ue
tnvestment Pool attached to and incorporated into this Agreement as pl=.xhibk B;
(1 j) 'Net Asset Value' means the net asset value of the pool in the manner provided in
Section 12.3 os this Agreement;
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(~ 2} 'Participant' means a party which has entered Into this Agreement through due
and proper authorization and which has not terminated such status and as listed
in Exhibit A attached to and incorporated into this Agreement; and -Participation'
refers to the status of an entity as a participant;
(13) 'Pool' means the Alaska Municipal League tnvestment Pool;
(t 4) 'Public Entity' means a political subdivision of the State of Alaska including a
municipality and its subdivisions, a school district or a regional education
attendance area;
(t 5) 'Series' means any subdivision of the assets of the pool established in accordance
with the provisions of Section 4.2 of this Agreement; and 'Series Supplement'
refers to the written document containing the terms of a certain Series; and
(t 6) 'Units' means the equal proportionate units of undivided beneficial interest in the
assets of the Pooi or of each Series from time to time including fractions of Units
as welt as whole Units (which the Participants intend to maintain at a stable S1.dt)
Net Asset Value, in accordance with Section 2.2(a)(4) of this Agreement); and
•Unitholder' refers to a record owner of Units of the pool or os a Series.
ARTICLE !t • PURPOSE, OBJECTIVES
Section 2.1 ur ose. The purpose of this Agreement is to establish the terms for the joint
investment of public funds by Public Entities pursuant to the temps of the Alaska investrt~ent pool
Act. the Articles of incorporation and the eyt~, The purpose of the pool is to provide a means
!or eligible Public Entities to invest temporarily available public sands.
Section 2.2 Ob~ives. (a) The general objectives of the Pooi include:
(~} improving the efficiency and eAectiveness of Participants in the investment
of their public funds;
(2) Minimfting administratbe tees and transactional and other expenses of
investing public funds;
(3) Providing Public Entities with a continuous source of managed
investments, within the limitations upon such investments prescribed by
applicable taw; and
(4} Managing the assets of the Pooi with the intent of maintaining a stable
$i.00 Net Asset Value for each whole Unit.
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Common Investment Agreement .Alaska Munictpat League Investment Poot, Ine.
page 4
(b) The investment objectives of the Pool in order of prkxity are as fotk~ws:
(7) Preservation of capital .seeking to preserve the capital investment of al!
Participants through prudent management and adoption of investment
pdicies and restrictions;
(2I Uquldity -seeking to meet the needs of Participants for cash- .by
maintaining a high level of portfdio liquidity and investing in readily
marketable securities; and
(3) Retum • seeking to attain the highest level of current income consistent
with the objectives of preservation of capital and liquidity.
ARTICLE ttt • PARTIES TO At3REEMENT
Section 3.1 li ibis' A Participant must be a member of the Co
no person will be atiowed to become a member of the C rporation; provided that (1)
Directors, upon advice of legal counsel, determines that sumac rh membership okripa~itieip~ionowou d
cause the income of the Pooi to be subject to federal income taxation, and (2) the Board of
Directors wail have sole discretion to designate categories of public Entities eligible to become
Participants. in making a determination under this section, the guard of Directors, after obtaining
the advice of legal counsel, will have final authority to determine the question.
Section 3.2 into reement. (a) A Public Entity determined to be eligible as a Participant
under Section 3.1 of this Agreement may enter into this Agreement, without further action by the
existing participants, by executing and delivering to the Corporation an agreement to be bound by
its terms pursuant to duty exercised authority, Such agreement need riot be physicaliy affixed to
a copy of this Agreement, but instead may be indicated by reference to this Agreement, In
accordance with the Bylaws, the Board of Directors wtti establish the form of such agreement and
such additional procedures and requirements for entering into this Agreement as it from time to
time deems appropriate.
(b) in executing an agreement under (a) of this Section 3,2, a Public Entity wilt be deemed
to expressly (t) designate the lrnestment Officers of the one or more Series into which the Public
Entity places any of its public funds as that Public Entity's lrvestment Officer responsible for Such
funds; (2) designate the depository and custodian of the one or more Series irno which the public
Entity places any of its public funds as that Public Ent' 's de
(3) delegate to the Corporation the such ~ ~k0ry and custodian for such funds;
ority to hold legal iitie to the assets placed in the Pool; (4)
approve the investment objectives, policies, rotes and procedures for the Pool and the Corporation
or of any Series of the Poot, as the investment ob ecthres,
Public Entity with respect to its assets transferred for placement i~n~the pod apr~ ~~ ~ the
Pool; and (5) provide authority to the Corporation, the Board of Directors, the Inv ~~ Mar agee
the Corporation s officers, employees and any of their agents to
and otherwise manage the funds which the Public Ent m ~~~ withdraw, irn~' transfer
with the terms of this Agreement and the investment ob'ec~rves~ ~ the Pod, all in cortfomlartce
the applicable Series and the requirements of the Alaska investment Poool A and procedures of
Section 3.3 Termination of Participation. Participants wilt have the right to terminate their
Participation in this Agreement, and the Board of Directors wiN specify procedures for such
termination. Such procedures will require a Participant to redeem its Units in the Pool prior to such
termination. The termination of Participation by a Participant wiii not affect the validity of this
Agreement with respect to the remaining Participants.
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Common Investment Agreement • Alaska Municipal League tnvestn~ent Pool, inc.
page 5
Section 3.4 Effect of Amendment of Alaska Irnestme~nt Pooi Act, in the event that the Alaska.
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investment Pool Act is amended so as to expand the definition of 'Public Entity' as used in this
Agreement, the Board of Directors will have the power to determine whether and under what
circumstances eny neyr category of Public Entity may become a party to this Agreement. to the
event that the Alaska investment Pool Act is amended so as to exclude from the definition of •Pubttc
Entiry• as contained in this Agreement any prevbusty inciuded entity, the Board of Directors will
promptly determine whether any existing Participant has lost its status as a Public Entity (or will lose
such status upon effectiveness of such amendment). K the Board of Directors determines, after
obtaining the advice of counsel, that an axisting Participant is ra bnger a Public Entity (or will not,
be a Public Entity upon the effectiveness of the amendment), the Board of Directors will so notify
that Participant, redeem any Units of that Participant held in the Pool and trar>siet to the Participant
the resuhing funds and other investment funds of that PaRidpant administered through the
Corporation and terminate the Participation of that Participant. The Board of Directors will have final
authority with respect to determinations under this Section 3.4.
Section 3.5 Etf_ect of Amendment of Federal Tax law. Should the federal income tax taw be
amended so as to cause the income of the Poot to De subject to federal income taxation, the Board
of Directors wilt promptly determine whether that subjugation could be eliminated through the
termination of Participation by one or more Participants and may, upon advice of legal counsel,
terminate the membership in the Corporation and the Participation of those Participants in the Poo!
to eliminate the subjugation of the Pool to federal income taxation. Should the Board of Directors
determine to terminate the Participation of a Participant under this Section 3.5, it will so notify that
Participant, redeem any Units of that Participant held in the Pooi and transfer to the Participant the
resulting funds and other investment funds of that Participant administered through the Corporation
and terminate the Participation of that Participant. The Board of Directors wilt have final authority
with respect to deter~ninatians under this Section 3.5.
ARTICLE iV • BENEFICIAL INTERESTS
Section 4.1 Units of Beneficiat interest. The undivided beneficial interests of Participants in the
assets of the Pool or of any Series of the Pool will be represented by such Units of one or snore
separate and distinct Series as the Board of Directors will from time to time create and establish.
The number of Units is unlimited, and each Unit will be without par value and will be fully paid and
nonassessabie. The Board of Directors wilt have full power and authority, in their sole discretion
and without obtaining any prior authorization of or vote of the UnithoWers or of any Series, (i) to
create and establish Units or any Series with such preferences, voting powers, rights and prlviteges
as the Board of Directors may from time to time determine, (2) to divide or carbine the .Units
thereof into a greater or lesser number, (3) to classify or reclassify any existing Units into are or
more Series or classes of Units and (4) to take such other action w+th respect to the Units 8tS the
Board of Directors may deem desirable; provided that the Board of Directors may take no action
pursuant to this Section 4.1 which would impair the beneficial interests of Unithoiders in the then-
existing assets of the Poot; and provided further, that such powers as the Board of Directors may
ordinarily exercise pursuant to this Section 4.1 wilt not be inconsistent with the intent of maintaining
a stable Net Asset Value of $t .00 per Unit.
Section 4.2 Establishment of Series. (a) The first Series is hereby established pursuant to
Anicle V of this Agreement.
(b) The establishment of any future Series wiN be effective upon the adoption of a
resolution by a majority of the Board of Directors. With respect to each such future Series, the
Board of Directors wilt designate investment objectives and policies as required by this Agreement,
authorized investments (andrf repurchase agreements are authorised, the custodian for pledged
securities), categories of Public Entities eligible to own Units, authorized Investment Officers and
Common InveatmeM Agreement - Ata:ka Wtunlctpal Laaqua ImreatmaM Pool, Ina ~ gape 6
the relative rights and preferences of the holders of such Unhs; all of which will be described in a .
written Series Supplement.
(c) At any time that there are no Units outstanding of any particular Series previously
established and designated, the Board of Directors may, by majority vale, abotish that Series attd
the establishment and designation of it.
Section 4.3 Ownership of Uni<s. Notwithstanding other pro~ions of this Agreement to the
contrary, ownership of Units wtil be limited to Participants. Ownership of Units will be recorded ir-
the books of the Pool. The Board of Directors may have such pries as it considers appropriate, to
the extent permitted by taw, for the transfer of Units and similar matters. The record books o1 the
Pool will be conclusive as to who are the holders d Units and as to the number of Units held bona
time to time by each Unithotder, unless the Unithoider shows otherwise to the satisfaction of the
Board of Directors.
Section 4.4 Placement of Assets in the Pool. The Board of Directors wiii accept transfers of
funds to a Series from such govemmentai entities as have become Participants on such terms as
the Board o? Directors may from time to time authorize. After the date of the initial transfer of funds
to a Series, the number of Units of that Series to represent the initial transfer of funds may be
considered as outstanding, and the amount received by the Series on account of such transfer will
be treated as an asset of such Series. Subsequent transfers of funds to the Series wail be credited
to each Unithotder's account in the Conn of full Units at the Net Asset Value per Unit next
determined after the tunds are received; provided, however, that the Board of Directors may, in its
sole discretion, authorize the issuance of fractional Units.
Section 4.5 Assets and Liabilities of Series. (a) Ail consideration received by the Pool with
respect to Units of a particular Series, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and prxeeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form, wiii be referred to as assets belonging
to• that Series. in addition, any assets, income, earnings, profits, and proceeds thereof, funds or
payments which are not readily identifiable as belonging to any particular Series wiii be allocated
by the Board of Directors between and among one or more of the Series in such manner as the
board, in its sole discretion, deems fair and equitable. Each such allocation wit! be referred to as
assets belonging to that Series, and wiii be conclusive and binding for alt purposes. The assets
belonging to a particular Series wit! be so ceoorded upon the books of the Pool and wiii be held
in the Pooi by the Corporation tot the benefit of the Unithdders of that Series,
(b) The assets belonging to each particular Series wiii be charged with ail expenses, casts,
charges and reserves attributable to that Series. Any expenses, costs, charges or reserves of the
Poor which are not readily identi~abte as belonging to any particular series will be allocated end
charged by the Board of Directors between or among any one or more of the Series in such
manner as the Board of Directors, in its sole discretion, deems tair and equitable, and such
expenses, costs, charges, and reserves wiii be payable only from the assets belonging to the
applicable Series. Each such aNocation will be conclusive and binding for all purposes. Any
creditor of any Series may took only to the assets of that Series to satisfy such creditor's debt.
(c) To the extent that the expenses, costs, charges and reserves of the pod or one or
more Series of the Pooi, including ordinary or extraordinary legal, accounting or other professional
service expenses, are allocated pursuant to this Section 4.5 to the Units of a Participant, that
Participant authorizes the payment of such out of principal and earnings from that Participant's ,
investment in the ?poi.
Section 4.6 No Preemptive Rights. Unitholders wiii have, no preemptive or other preferential
- rights to acquire any additions! Units of the Pool.
Common Investment Agreement • Alaslu Mu~icip~l League tm+estmertt Pont, inc.
page 7 ..
Section 4.7 ~jmitation o ersonal t.labi i~Y. The Board of Directors wilt have~no power to bind
meet of any sum of rrwney or assessment
any Unitholiier or to call upon any Unithoider for the pay w8 ~ subscription
whatsoever other than such as the Unithoider may at any time agree to pay by y.
for any Units or otherwise. Every contract or other undertaking ~ or ~«~~ ~ ~ ~ his
Include a recitation limiting the obtigationr~p~ ~ ~ n~otroperat ~ bind any Participant.
assets, however. the omission of such e
ARTICLE V • FIRST SER1E5~ SUBSEQUENT SERIES
stabtishment of Series. (a) The initial Participants hereby agree that the f Irst Series
Section 5.t ~, ides, objectives
watt be established in conformance wkh the terms of this Agreement and the ~
restrictions and other terms of this Article V•
(b) participants in a subsequent Series wip agree, in entering Into the Agreement for that
Series, that subsequent Series-wilt be established in confo~~nrctee ~h a his Attic~le V and mnot
at that time and the policies, objectives, restrictions and
otherwise prohibited by taw.
Section 5.2 Eliaible Public Entities. Onty Public Erttities situated in the State of Alaska may
become Participants in the first Series Or in a subsequent Series.
Section 5.3 Eliaible Irnestment . The Pool may invest oii~tii tthneveis~wne~ntsrf~ ~ subsequent
the Investment Policy for purposes of the first Series. Thee g
Series wilt be as provided in the investment policy for that Series and as included in the terms of
the Agreement at that time.
icier and restrictions to
Section 5.4 Investment Policies and Rre~ ~itrrestrn~ Poii~~ pu~~es of the first Series.
be totlowed by the Poot are aw set forth i
The investment policies and restrictions to be fottowed by the P~ f M ~ termsuof the Agree invent
as provided in the investment policy for that Series and es Inc
at that time.
Section 5.5 investment Officer. The investment Officer for the Pool will be designated by the
Board of Directors, subject to the provisions of Article Xt of this Agreement"
Section 5.6 Distributions. Earnings on the assets of a ~ wine ~ he tyirst~bus nests
distributed as determined by the Board ~k ~r ~ Inge are a~c~cruedy Such earnings may be
day of the month following the month
distributed in the form of cash sent to a Participant, of credited to the Participant's account in the
form of Lull or tractional Units.
Section 5.7 Custodian. The Custodian wits be designated by the Board of Directors, having
duties and otherwise subject to the provisions of Article X o! this Agreement.
ARTICLE VI • DIRECTORS
Section 6.1 Management of the Pool. The business and affairs of the Poo! wilt be directed by
the Board of Directors.
Section 6.2 Effect of Death Resi nation t . of a Director. The death, declination, resignation,
retirement, removal, incapacity or inability of the Board Ot Directors, or any one of its members, will
not operate to annul or terminate the Pool or to revoke any existing agency created pursuant to the
terms of this Agreement. . .
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Common Investment Agreement • Alssks Municipal Leapue Im-estmen! Pool, inc.
ARTICLE VIt • POWERS OF BOARO OF DIRECTORS
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Section 7.1 owers. The Board of Directors will have full power and authority to do ~ '
ail acts and to make and execute or authorize the makin or executi of ~ and
instruments that are necessary for or incidental to the business and~adfatrs a t ~ Ci bracts end
the .Foot and the direction of management of the Pod or the investment d assets of ~ PQOt.:
Subject to applicable law and this Agreement, the Board o1 tractors wail have lull authority sind
power to make, or cause to be made, any and all investments which it, in its sole discretion, wail
deem proper to accomplish the objectives of the Pool. Subject to any limitation of this Agreement
or applicable law, the Board of Directors will have power and authority to do the toik>Mring:
(1) To invest and reinvest cash and securities. and to hold cash or other property.
unirnested, in accordance with the Investment Pdicy and the terms of ~thts
Agreement;
(2) To adopt Bylaws not inconsistent with this Agreement providing foc the conduct of
the business of the Corporation and the Pod and to amend and repeat them to the
extent that the Articles of Incorporation do not reserve that right to the members
of the Corporation;
(3) To appoint and remove one or more trnestment Officers
this A reement; to taursuant to Arttcie Xi of
9 appoint and remove such additional officers as the Board of
Directors considers appropriate and in accordance with the Bylaws; and to appoint
and terminate such agents acs the Board of Directors considers appropriate;
(4) To employ a bank or other person, as allowed under the Alaska investment pool
Act and otherwise in accordance with applicable law, as Custodian of any assets
of the Pool, subject to conditions set forth in this Agreement or in the Bylaws, if
any;
(5) To retain a Supervisory investment Adviser and an investment Manager with such
powers, responsibilities and functions as are described in Article Vitt of this
Agreement;
(6) To set record dales in the manner as provided in this Agreement;
~ To delegate, consistent with ~ applicable taw, such authority as the Board Of
Directors considers desirable to any officers of the Corporation and to the
Supervisory investment Adviser, Investment Manager, the Custodian or other
agents;
(8) To sail or exchange or cause to be solo or exchanged any and ail assets of~ the
Pool, subject to the provisions of Section 74.4 0~ this Agreement;
{9) To vote or to give assent or to exercise any rights of ownership, with respect to
securities or property and to execute and deliver powers of attorney to such person
or persons as the Board of Directors wilt deem proper, granting to such person or
persons such power and discretion with relation to se~curfties or property as,
subject to applicable law, the board of Directors wilt deem proper;
•
(t 0) To exercise powers and rights which in any manner arise out of ownership of
securities;
(t t) To hold any security or property in a form not indicating any trust, whether in
bearer, unregistered or other negotiable form, either in the Pool's name or in the
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Common investment Agreement • Alaska Municipal League Investment Pool, inc.
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name of a custodian or nominee or nominees, subject in either case to proper
safeguards to protect the Participants;
.. ~ (12) To establish separate and distinct Series with separately defined tnvestrrrent
objectives and policies and distirwt investment purposes in accordance with the
. provisions of Article iV of this Agreement;
(t 3) To allocate assets and expenses of the Pod to~ a particular Series or to apportion
the same between or among two or more Series, provided that any expenses
incurred by a particular Series wig be payable coley out of the assets bebngirtg
to that Series as provided for in Article lV of this Agreement; .
(14) To consent to or participate in any plan for the reorganization, consolidation or
merger of any corporation or concern, any security of which is held In the Pod;
and to consent to any contract, lease, mortgage, purchase or sale of property by
.. such corporation or concern;
(15) To compromise, arbitrate or otherwise adjust claims in favor of or against the Pool
or any matter in controversy including, but not limped to. claims for taxes;
{16) To make distributions of Income and of capital gains to Unitholders in the manner
as provided in this Agreement;
(17) To establish horn time to time a minimum total investment !or Unitholders and to
require the redemption of the Units of any Uniihoiders whose investment is lass
than such minimum upon giving notice to such Unithdder;
(18) To amend this Agreement pursuant to Section 14.7 of this Agreement;
(19) To retain one or more auditors for the Pooi or any Series, and to require annual
audits and reports as the Board of Directors cor>siders appropriate; and
(20) To do other things not inconsistent with the provisions of this Section 7. t which the
Board of Directors deems necessary in carrying out its duties.
Section 7.2 Action by the Board of Di ors. The Board of Directors will act and otherwise
conduct the business of the Pool in accordance with the temps of this Agreement and as otherwise
set forth in the Articles o! incorporation and Bylaws.
Section 7.3 Officers. The Board of Directors will appoint one or more of its number to be
officers of the Corporation in accordance with the terms of the Articles of incorporation and Bylaws.
ARTICLE Vitt • SUPERVISORY AND INVESTMENT ADVISER; INVESTMENT MANAGER
Section $. f SUpeNISON and investment Advi_ ser Agreement and tnvestmer~t ManaQernent
Agreement, When authorized by at least a majority of the Board of Directors. the Corporation on
behalf of the Pooi may, subject to the laws of the State of Alaska, from time to time enter into one
or more Supervisory and Investment Adviser Agreements and investment Management Agreements
whereby the other party to such agreements wilt be designated as the Supervisory Investment
Adviser and the investment Manager, respectivey, to the Corporation on behalf of the Pod. will
agree to serve as such and wiN undertake to provide to the Corporation on behalf of the Pool such
advice, assistance, facilities dnd services upon such terms and conditbns as the board of Directors
may, in its discretion, determine.
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Common lavestment Agreement • Alaska li+lunlcipal Lerrpue investment Pool, Ina ~ '~ '
. papa 10
{c} The duties and responsibilities ofthe Investment Manager win include the following:
(1) To act as the Pod's fiduciary and be responsible for investment and
recordkeeping services; .
Sectbn 8.2 ies. (a) The Supervisory and Investment Adviser Agreement and the investment
Management Agreement wiii be set torch in writing and wait establish the duties end respor-sibiiities
of the ~ Supervisory investment Adviser and the Inwestment Manager. The Board of Cirectors wiii
have power' to retain the 8up~ervisory investment Adviser and the Investment Manager to provide
such advice, assistance, facilities and services as the Board of Directors wilt, consistent with the .
applicable taw and this Agreement, In its discretkxt, determine, including, without timitaation, those
set .forth in this 6ection 8.2, provided that such advice, assi~ance, facilities and 'services win be
provided in accordance with this Agreement and the investment policy or such annerximents to
them as are. approved by the Board of Directors;
(b) The duties and responsibilities of the Supervisory investment Adviser will include the
fonowing;
{i) To provide technical direction to the Pool;
{2) To review custodial and investment operations of the Pooi~ to include
performance against established benchmarks;
(3) To ensure that the Investment Policy established by the Board ~ Directors
and required by the Alaska Investrttertt Pool Act is adhered to;
(4) To ensure that necessary reports are rendered both to the Board of
Directors and to each Participant and
(5} To ensure that participants in the Pod receive necessary Poot•related
information;
(2} To adhere to the investment Policy and the Alaska investment pool Act;
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(3) To advise the Pooi on the strategies being empbyed, to include risk and
yield factors; and
(4j To render periodic reports to both the Pool and Participants with regard io
units held and account trans~a~ctions.
Section 8.3 Provision of Services. The Supervisory investment Adviser and the investment
Manager will provide such advice, assistance, facilities and services as the Board of Directors may
determine, in accordance with Section 8.2 of this Agreement. However, the Supervisory investment
A~hviser end the investment Manager wiii have the power, subject to applicable law and with the
consent of the Board of Directors, to retain third parties, whether a not affiliated with the
Supervisory investment Adviser and the investment Manager, to provide ail or some of the advice
assistance, facilities and services for which R has been retained by the Pool.
Section 8.4 -O~Y of Care. Management and irnestment of assets of the pool by the Supervisory
Investment Adviser and the investment Manager wiii be done with the care, skill, prudence and
diligence under the circumstances then prevailing that an institutional investor would use in the
conduct of an enterprise of a like character and with tike aims.
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Common investment Agreement -Alaska Municipal League Investment Poot, Inc.
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ARTICLE IX • UNITHOLOERS' VOTING POWERS AND MEETINGS
Section 9. f otin
_,.~ P!w~rs. A Unfthoider, as a member of the Corporation on the record date
for a meeting of members, wilt have power to vote on matters coming before the members including
matters pertaining to the Pooi as set forth in the Articles of incorporation and Bylaws and by
applicable law.
Section 9.2 ee in s. A Unithoider, as a member of the Corporation, wilt be entitled to attend
meetings o! members pursuant to the provisions of the Articles of incorporation and Bylaws.
ARTICLE X -CUSTODIAN
Section 10.1 Qualifications. Aocointments and Duties. (aj The Custodian will be designated by
the Board of Directors and will, if such entity accepts such designation on the terms approved by
the Board of Directors or any duty authorized officers of the Corporation, be a commercial bank with
a subsidiary trust company or a trust company that is authorized to exercise corporate trust
powers. have a combined capital and surplus of at least ~,p million or an equivalent level of
indemnification and be subject to supervision by federal banking regulators.
(b) The Corporation on behalf of the Pool, at all times, will employ a Custodian with
authority as agent, but subject to such restrictbns, limitations and other requirements, it any, as
may be contained under the taws of the State of Alaska, this Agreement or the Bylaws:
(1) To hold the securities owned by the Corporation on behalf of the Poot in
the name of the Pooi or otherwise as authorized by the Board of Directors
and to deliver the same upon written order or other means approved by
the Board of Directors with written confirmation;
(2) To hold collateral securing certificates of deposit, repurchase agreements
and other instruments as allowed under the Investment Policy or required
by the Board of Directors;
(3) To receive and receipt for any monies due to the Corporation on behalf of
the Poot and deposit the same in its own banking department or otherwise
as the Board of Directors may direct;
(4) To disburse such funds upon orders or vouchers, ail upon such basis of
compensation as may be authorized by the Board of Directors; and
(5) To deliver and pay over alt property of the Corporation as directed by the
Board of Directors.
(c) The Board of Directors may also authorize the Custodian to employ one or more sub-
custodians or agents from time to time to perform acts and services on behalf ~ the Custodian;
provided that such sub-custodians or agents must each have a combined capital and surplus or
level of indemnification of at least that specified for the Custodian in (a) of this Section i 0.1 and
must be subject to supervision by federal banking regulators.
Section 10.2 Central Certificate System. Subject to the laws of the State of Alaska. the Board
of Directors may direct the Custodian to deposit al! or any part of the securities owned by the pool
in a system for the central handling of securities pursuant to which system alt securities of any
particular class or series of any issuer deposited within the system are treated as tangible and may
be transferred or pledged by bookkeeping entry without physical delivery of such securities.
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Common Investment Apreemartt -Alaska Munlcipsi Lespue Investment Pooi, Inc. papa 12
ARTICLE XI • INVESTMENT OFFICER
Section 11.1 Apcointmerit. The Board of Directors will designate for each Series one or more
investment Officers who will be responsible for the Irnest,~eru of assets transferred to that Series, .
By authorizing Participation in any Series, each Public Entity will thereby designate the irneslmetit~
Officers for that Series as such Public Enthy's Investment Officers responsible for the assets
transferred to such Series, pursuant to the Alaska Investment Poot Act. The Investment Manager
may be designated as the •investment Officer' by the Board d Directors.
Section 11.2 Scone of Authority. The Investment Officer of each Series wilt be authorized to run
the day-today investment operations of that Series in conformance with this Agreement and Such
purposes, objectives and requirements as the board of Directors may set forth in the Series
Supplement for that Series. Within the limits of such Series Supplement, the investment Officef of
each Series will be authorized, to the fullest extent allowable by law, to buy, sell, swap, invest,
reinvest and otherwise manage the assets of that Series.
Section 11.3 ManaaemeM Reports. At least once each month, each Investment Officer will
prepare a written report concerning the investment transactions of the applicable Series for which
such Investment Officer is responsible for the preceding year, and describing in detail the
investment position of such Series as of th-e date of the report. ff the Board of Directors has
appointed two or more Investment Officers for a Series, those officers wiii prepare that report jointly.
The report wits be signed by each Investment Officer and wilt be delivered to the Board of Directors.
ARTICLE Xtl - DISTRIBUTIONS AND REDEMPTIONS
Section 12.1 Distributions. (a) The Board of Directors will have power, to the fullest extent
pemnitted by the taws of the State of Alaska, at any time to declare and cause to be paid
distributions on Units of a particular Series, from the assets belonging to that Series, which
distributions, at the election of the Board of Directors, may be made monthly or otherwise pursuant
to a standing resolution of resolutions adopted with such frequency as the Board of Directors may
determine, and may be payahie in cash or Units of that Series at the election of each Unithotder
of that Series. The amount of such distributions and the payment of them wit! be wh~ily in the
discretion of the Board of Directors.
(b) Noiwithstandingsnything in this Agreement to the contrary, the Board of Directors may
at any time declare and distribute pro rata among the Unfthoiders of a particular Series as of the
record date of that Series fixed as provided in Section 14.3 d this Agreement a distribution in the
Corm of Units.
Section 12.2 Redemctions. (a) in case any hdder of record of Units of a particular Series
desires io redeem some or ail of its Units, it may deposit at the office of the Custodian or other
authorized agent of the Pool a written request. or such other form of request as the Board of
Directors may from time to time authorize, requesting that the Series redeem the Units in accor-
dance with this Section 12.2. The Unithoider so requesting wilt be entitled to require the Series to
redeem such Units, and the Series wiii redeem such Units, at the Net Asset Value thereof next
calculated, as described in Section 12.3 of this Agreement. The Series will make payment for any
such Units to be redeemed in cash from the assets of that Series.
(b) The Board of Directors will specify procedures pursuant to which the Unitholder may,
under normal circumstances, redeem its Units and receive payment on them by wire and in the
form of immediately available funds within the same business day, in any event, except for the
provisions of (c) of this Section 12.2, payment for such Units wiii be made by the Pool from that
Series to the Unitholder of record no later than seven days after the date upon which the request
is ettective.
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Common Investment Agreement -Alaska Municipal League Investment Pool, inc. pspe i3
(c) Notwithstanding anything to the contrary, the provisions of this Section 12.2 and any
procedures for the redemption of Units and the payment on them will be subject to Section 12.4 .
of this Agreement.
Section 12.3. Determination of Net Asset Value and Valuation of Portfolio Assets. (a) The .net
income of the Poot and Net Asset Value per Unit will be determined as of the cbse of tradin8 on
each day the Federal Reserve Bank of San Francisco is open for business (and at such other thmes~
as the Board of Directors may determine). The net income of the Pod (from the time of the
immediately preceding determination thereof) wilt consist of (1) ail interest income accrued on the
portfolio assets of the Poot, less (2) sit accrued expenses of the Pooi. Such net income WiN be
determined on the accrue! basis in accordance with generally accepted accounting pratxlces.
interest income will include amortization of purchase discount or premium. Securities in the Pool's
portfolio will be valued as set forth in the investment Poli~-.
(bj Ait the net income of the Pool, at the time o! each determination thereof, will be
allocated among and accrue to each Uniihdder at the time of such determination in proportion to
the number of Units then held by each Unithoider. if the net income of the Pool at the time of such
determination is a negative amount, the Board of Directors will have power and authority ~4j to.
allocate such negative amounts among the Unithokiers in proportion to the number of Units held
at the time of such determination and to offset the allocable share of each Unithoider of such
negative amount against any income accrued to such Unithotder, and (2) to reduce the number
of outstanding Units of the Pooi by reducing the number of Units of each Unithoider by that number
of Units which represents the amount of its allocable share of such negative amount which is not
offset against income accrued to such Unithoider.
(c) The Net Asset Value per Unit at the time of each determination thereof win be
determined by taking the value of all assets of the Pod (valued on the same basis as &t the
determination of the net income of the Pool at the time of such deterrination) less accrued
expenses and arrearages and divided by the number of Units them outstanding.
(d) For purposes of this Section 12.3, the term'Poo!' will refer to each Series of the Poot
if more than one Series is outstanding. The net income and Net Asset Value of each Series and
of Units of each Series wilt be calculated separately from that of ail other Series.
Section 12.4. Suspension of the Right of Redemption. The Board of Directors may declare a
suspension of the right of redemption or postpone the date of payment for the whole or any part
of any period during which an emergency exists as a resuR ot` which disposal by the Corporation
on behatt of the Pooi of securities owned by it is not reasonaby practicable or it is not reasonably
practicable for the Corporation on behalf of the Pod fairy to determine the value of Its net assets.
A suspension pursuant to this Section 12.4 will take effect at such time as the Board of Directors
will speciy but not later than the close of business on the business day next following the
declaration of suspension. Thereafter there wiii be no right of redemption or payment until~ihe
Board of Directors wiii declare the suspension at an end. Any suspension pursuant io this Section
12.4 wiii continue only so tong as the Board of Directors concludes such Suspension is in the best
interests of the Unithoiders. in the case of a suspension of the right of redemption. a Unithdder
may either withdraw a request for redemption or receive payment based on the Net Asset Value
per Unit existing alter termination of the suspension.
ARTICLE Xilt • STANDARD OF CARE, UMlTATtON OF UABIUTY, AND iNDEMNIFICATiON
Section 13.1. Standard of Care, Limitation of Liability. (a) The management ar~d investment of
Participants' assets by the Corporation, its officers, directors, employees and agents wilt qe done
with the care, skill, prudence and diligence under the circumstances then prevailing that an
institutional investor would use in the conduct of an enterprise of a tike character and with like aims.
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Common Investment Agreement • Aluka Municipal league InveatmeM Pool, Inc.
psgb 15
record date for the determination of the persons entitled to notice ot, and to vote at, any such
meeting, or entftted io receive payment of any such distributions, or to any such allotment or rights.
or to exercise the rights in case such persons and only such persons as will be members of the
Corporation of record on the dates so fixed watt be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such distributions, or to receNe such allotment or Rghts or to
exercise such rights, as the case may be, notwithstanding any transfer of any Units on the books
of the Pool after any such record date is fixed.
Section 14.4. ~erm~ina<ion o~ f Poa. (a) The Pod wilt continue for a period of 40 years and then
terminate, unless sooner terminated pursuant to this Section 14.4 or unless the Board of Directors
by at feast a simple majority vote extends the period for an additional period of time.
(b) The Board of Directors may ed any time sail and cornrert, or cause to be sold and
cornerted, into money all the assets of the Pod or of any Series. Upon making provision for' the
payment of atf outstanding obligations and unpaid expenses, accrued or contingent, of the Pool
or of the affected Series, the Board of Directors may distribute the remaining assets of the Poet or
of the affected Series ratably among the holders of the outstanding Units of the Pod or of the
affected Series.
(c) Upon completion of the distribution of the remaining proceeds or the remaining assets
as provided in (b) of this Section i 4.4, the Pod or the affected Series wilt terminate, and the Board
of Directors wilt be discharged of any and afl further liabilities and duties under this Agreement
pertaining to the Poo! or the affected Series, as the case may be, and the rights, lilies and interests
of all parties wilt be canceled and discharged.
Section 14.5 Open References. Headings. Principal Office. (a) The original or a copy of this
Agreement wilt be kept at the principal office of the Corporation where it may be inspected by any
Unithotder. Aii records of the Pool will be maintained in accordance with the Articles and Bylaws.
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(b) Anyone dealing with the Pool may rely on a certification by the Board of Directors or
an officer of the Corporation as to whether or not any supplements to this Agreement have been
made and as to any matters in connection with the Pool under this Agreement, and with the same
effect as if it were the original, may rely on a copy certified by the Board of Directors or etn officer
of the Corporation to be a copy of this instrument or of any supplement. to this Agreement or in
any supplement, references to this Agreement will be deemed to refer to this Agreement as
amended or affected by any such supplement to this Agreement.
(c) Headings are placed in this Agreement for convenience of reference ony, and in case
of any conflict, the text of this instrument, rather than the headings, wilt control.
(d) This instrument may be executed in any number of counterparts, each of which wiii be
deemed an original.
(e) The principal office of the Corporation will be located at 217 Second Street, Suite 200,
Juneau, Alaska 99801 or such other office as the Board of Directors may from time to time
determine.
Section 14.6 Aopiicabte taw. The terms and conditions of this Agreement will be governed by
and interpreted in accordance with the laws of the State of Alaska. The Corporation is a nonprofit
corporation incorporated pursuant to the Alaska Nonprofit Corporations Act and further estabiished
pursuant to the Alaska investment Poot Act.
Section 14.7 Amendments. (a) This Agreement and any Series Suppiemant may be amended
by atwo-thirds vote of the Board of Directors. Such amendments wiii take effect at a time f~Ced by.
the Board of Directors but in no event sooner than 60 days after notice of such amendment has
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Common Investment Agreement • Ala>tskat Municlpsl t,ata~ue invatn,fent Pool, Inc.
pspe 16
been provided to alt Participants holding Units of each Series affected by the amendment. Such
notice will contain a description of the amendment and the date such amendment becomes
effective. Participants who have not withdrawn from the Agreement (or it the amendment is tp a
Series Supplement, the affected Series) by the date upon which the amendment becomes effective
wlli be deemed to have consented to the amendment. Copies of fibs amendment will be kept in
accordance with Section i 4.5 of this Agreement.
(D) Notwithstanding the provisions'of (a) of this section 14.7, creation of a new Series
and issuance of a new Series Supplement will be deemed en amendment to this Agreement, but
it may be effected by a majority vote of the Board of Directors and will not require the notice to
Participants described in (a) of this Section 14.7. Copies of the Series Supplement will be kept as
specified in Section 14.5 of this Agreement.
Section 14.8 fiscal Year. The fiscat year of the Corporation and therefore the Pooi wql end on
a date established by resolution of the Board of Directors as required in the Bylaws, and the Board
of Directors may, without Participant approval, change the end of the flscai year of the Corporation
and the Poot.
Section 14.9 defect As To Provision or Participation. (a) The proviskxts of this Agreement are
severable, and if one or more of such provisions are found to be in tartflict with applicable taw,
such provisions will be deemed never to have constituted a part of this Agreement; provided
however, that such findings will rat affect or impair any of the remaining provisions of this
Agreement, or render irnaiid or improper any action taken or admitted prior to such finding.
(b) A Participation in this Agreement or transfer of assets to the Corporation for placement
in the Pool or to any Series of the Poo! by a person who is not qualtfted, by virtue of taw or
otherwise, to so participate, (1) will not operate to terminate this Agreement or the. Participation of
other Participants and (2) wilt not invalidate or otherwise adversely affect the Pooi and the interests
of those other Participants.
tN WITNESS VYHEREOF, the parties to this Agreement, acting through their
respective governing bodies and authorised representatives, hereby execute this Agreement as of
,i99_,.
ALASKA MUNICIPAL LEAGUE
INVESTMENT POOL, iNC.
By:
Its:
iSEALj
~n ass
IM/POOL:irrvagre.fin
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INf3iAL PARTiC{PANTS:
CITY OF
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Its:
I~IUNICIPauTY of
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Its:
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• ARTICLES OF INCORPORATION
OF
ALASKA MUNICIPAL LEAQUE INVESTMENT POOL, INC.
The undersigned, acting as the incorporators under the provisions of the Alaska Nonprofit
Corporations Act (AS 10.20), adopt the following Articles of incorporation for the Corporation:
ARTICLE t
The name of this Corporation is ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
ARTICLE N
The Corporation's duration wAt be perpetual.
ARTICLE Ili
The Corporation will have only one class of voting members consisting of public entities in Alaska
defined as political subdivisions of the State of Alaska, including municipalities and their
subdivisions, school districts and regional educational attendance areas. The manner of election
or appointment and rights of members wit! be set forth in the Bylaws.
ARTICLE 1V
The Corporation has been formed under the Alaska Nonprofit Corporations Act (AS 10.20) and the
Alaska Investment Pooi Act (AS 37.23.010-37.23.900) at the direction of the Alaska Municipal
League as a service to its members and to other public entities. The purposes for which this
Corporation is formed are investment of funds of members and such other purposes as are
essential governmental services to members and as the members may approve by at least atwo-
thirds majority vote, ail of which purposes must be permined for nonprofit organizations whose
members are public entities as set forth in Section 115 of the Internal Revenue Code of 1986. as
amended.
ARTICLE V
The regulation of the internal affairs of the Corporation will be governed by the Bylaws of the
Corporation and will be controlling in the governing of the Corporation.
ARTICLE VI
The address of the Initial registered office for the Corporation wiU be Alaska Municipal League, 217
Second Street, Suite 200, Juneau, Alaska 99801. The name of the initial registered agent of the
Corporation ai that address wilt be Kent E. Swisher.
ARTICLE Vll
The number of directors constituting the initial Board of Directors of the Corporation will be seven,
and the Board of Directors may be expanded by at least a majority vote of the board as provided
in the Bylaws of the Corporation; provided that the Board of Directors of the Alaska Municipal
League will at ail times have power to nominate, elect and otherwise appoint persons to 8
designated simple majority of the positions on the board of Directors of the Corporation, and the
members wit! at alt times have power to nominate and elect persons to the other remaining
designated positions on the Board of Directors of the Corporation.
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Artictea of incorporation • Alaskai Munfctpat League investment Poot
page 2
The names and addressee of th® persons who are to serve as the initial directors of the •
Corporation are as follows:
Jerome Selby Ross Kinney
Ti0 firlifi Bay Road 144 North 8inkley Street
Kodiak, Alaska 89645 Soldotna, Alaska 99669
Eiten Braden Wiaie GoQdwlat, Jr.
632 W. 6th Avenue 3rd and Misston Streets
Anchorage, Alaska 89519 Kotzebue, Alaska 99752
Judith A. SfaJer Harold ivanoff
809 Pioneer Road General Delivery
Fairbanks, Alaska 99701 Atgasuk, Alaska 99791
Kevin Ritchie
155 S. Seward Street
Juneau, Alaska 99801
These inftial directors will serve until the first annual election of directors or until the organizational
meeting of the Board of Directors of the Corporation, which ever occurs first.
The terms of office of directors may be staggered as provided in the l3yfaws of the Corporation.
ARTICLE Viii
The names and addresses of the incorporators of the Corporation are as follows: •
Willie Goodwin, Jr. Jerome Selby
3cd and Mission Streets 7i0 Mitf Bay Road
Kotzebue. Alaska 99752 Kodiak, Alaska 99645
Rosales T. Walker
1220 Glacier Ave., No. 208
Juneau, Alaska 98801
ARTICLE 1X
Upon the winding up and dissolution of the Corporation and disbursement of member accounts
to the corresponding members of the Corporation, and after paying or adequately providing for the
debts and obligations of the Corporation, the remaining assets will be distributed to those public
entities who had been members at some time during the three-year period preceding the
dissolution date established by the Board of Directors, in proportion to their respective contributions
to the Corporation during the three-year period immediately preceding the dissolution date. fn'the
event that any one or more of the public entities is unwilling or unable to accept such a distribution,
the portion that would have gone to those Public Entities wilt be distributed pro rata to the members
that remain at the time of dissolution of the Corporation.
ARTICLE X
The power to adopt, alter, amend or repeal the Bylaws is vested exclusively in the Board of
Directors of the Corporation.
iN WITNESS tNHEREOF, the undersigned incorporators of the Corporation have hereunto set~tlteir:,
hands this ____ day of ~, 1992. _
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STATE OF ALASKA )
es.
THIRD JUDICIAL DISTRICT
BEFORE ME, the undersigned ate, Peraonaly appeared Jerome 8etby,
~~ fast ~ T~iC~ OP NCORPO~ ~AT~tON tl~~d rood the above and~toretiotn0
foregoing AR
ARTICLES OF INCORPnt~TIOwNe ~ oarrec~ ~ ~ best ~ ~~~ ~ ~ ~
of said tacxs and matt
SUBSCRIBED ANOSWORNtobefore methb~ay ~
1992.
No an r
My mtssiort Expires:
d
Incorporator
STATE OF ALASKA )
~ ss.
?9,JU0ICtAlOISTRICT )
BEFORE ME, the undersigned authority, personally appeared Willie
Goodwin, Jr , wh0~ first by me being duty sworn, deposes and states that he Is an
incorporator in the foregoing ARTICLES OF INCORPORATION; that he has read the
above and foregoing ARTICLES OF INCORPORATION and knows the contents therein;
and that each and all of said facts and matters are tnro and correct to the best of his
iMonnation end belief.
SUBSCRIBED ANDSWORN t0before me thisday of -
_, 'l992.
.~.r
Pub iC in an or Ataska
es.
My lesion
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Rosalee T. Wat er
incorporator
STATE OF ALASKA j
ss.
FIRST JUDICIAL DISTRICT j
BEFORE ME, the undersigned authority personally appeared Rosatee T:
Watker. who. first by me being duty sworn, deposes end states that she is art incorporator
in the foregoing ARTICLES OF INCORPORATION; that she has read the above and
foregoing ARTICLES OF INCORPORATION and knows the contents therein;. and that
each and aft of said facts and matters are true and correct to the best of her information
and belief.
FIL.E_ NO,: 50063•
State of Alaska
Department of Commerce and Economic Develo rxxent
.. P
Drv~sion of Banking, Securities and Corporations
CERTIFICATE
of
I1~ICORPORATIOI~I
Nonprofit Corporation
The undersigned, as Commissioner of Commerce and Economic
Development of the State of Alaska, hereby certifies that duplicate
originals of the Articles of Incorporation of
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
have been received in this office and are found to conform to law.
ACCORDINGLY, the undersigned, as such Commissioner of Commerce
and Economic Development, and by virtue of the authority vested In him
by law, hereby issues the Certificate of Incorporation and attaches
hereto a duplicate original of the Articles of Incorporation.
IN TESTIMONY WHEREOF, !execute this certificate
and affix the Great Sea! of the State of Alaska on
July 29, 1992.
/~~
,.
S~~ Paul Puhs
COMM1SStONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
issued By: Corporations Section, P.O Box D, Juneau, Alaska 99811, Tele{~hone (9Q73 4'65.2530
r
08-120N (Rev. 9/88)
5841 M-4
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BYLAWS
CAF
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
pRTlCI.E I • QFFICES
Section 1. Resaistered Office. A registered office will be maintained ~y the Corporation in the State
of Alaska at such location as the Board of Directors, .front time to time, designates.
Section 2. Other Offices. The Corporation also may have offices at such other places both within
and without the State of Alaska as the Board of Directors may from time to tams determine or as
the business of the Corporation may require.
ARTICLE it • MEMBERS
ti
Section t . Qualifications. (a) .The Corporation will have one cuss of voting members consisting ~ ~~ ~:
of public entities in Alaska defined as political subdivisions of the State of Alaska, including ~s^
L..
municipalities and their subdivisions, school districts and regional ed!icationa! attendance areas.
The Cor oration may enter into an Alaska Municipal league investment Poot, inc. Common
P
Investment Agreement with a member. ""~
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(b) A person seeking to be a member ender this Section 1 may become a member only
upon approval of the Board of Directors and remain a member only so tong as that person satisfies
the conditions of this Section 1 and Article Vii of these Bylaws.
a basis for its a rove! of an a lication for membership in the Corporation by a
(c) As pp pp
person, the Board of Directors viii require the person to provide a cert#tied copy of an ordinance
(in the case of a municipality and its subdivisions) enacted by the corresponding goveming body
or a certified copy of a resolution or other procedure (in the case of other public entities as defined
in (a) of this Section (t)) adopted by the corresponding goveming body. The ordinance or
resolution must be in a form as adopted, approved or otherwise authorized by the Board of
Directors. The following approvals and authorizations must be contained within the ordinance or
resolution:
(i) Approval of public entity membership in the Corporation and the terms and
conditions of the investment poo! agreement between the Corporation, the
person and other participants in the investment pool administered by the
Corporation;
(iij Authorization for one or more officers of the person to execute and deliver
the investment pool agreement and any amendments to it to the Corpora-
lion and to do other acts to allow the person to become a member of the
Corporation; and -
(iii) Authorization of the transfer of public funds of the person to the Corpora-
tion for placement and irnestment in the investment pool administered by
the Corporation.
Section 2. location of Meetings. Ali meetings of members, for the purpose of electing directors
and for the transaction of such other business as properly may come before the members, wiN be
held during the week of the annual conference of the Alaska Municipal League normally held in
November of each year or on such other day and at such time as will be designated by the Board
of Directors.
Bylaws • Alaska Municipal League investment Pool, inc. `~
page 2
Section 3. Special Meetings. Special meetings of the members may be called at any time by the
President, the Board of Directors, or members holding not Less than one-tenth of ail the votes •
entitled to be cast at such meeting.
Section 4. Notice of Meetings. Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is
called, wiii be delivered not less than 10 nor more than 60 days before the date of the meeting,
either personally, by mail or by facsimile transfer to each member of record entitled to vote at ~uci1
meeting. Only members of record on the record date established by the Board of Directors
pursuant to Section 6 of this Article ii wiii be entitled to notice of such meeting.
Section 5. Quorums and Adiournments. Members holding a majority of the votes entitled to be
cast, present in person or by electronic media, wilt constitute a quorum ai alt meetings of the
members for the transaction of business except as otherwise provided by applicable law or by the
Articles of incorporation for the Corporation. If, however, such quorum initially is not present or
represented at any meeting of the members, those members present in person or by electronic
media and entitled to vote wiH have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present or represented. At such
reconvened meeting at which a quorum is present or represented, any business may be transacted
which might have been transacted at the origins! meeting.
Section 6. Votina,~R~hts. (a) The persons entitled to receive notices of and to vote at any
member meeting wiii be determined from the records of the Corporation on the record date of
mailing of the notice or on such other record date determined by the Board of Directors, but in no
event more than 50 nor less than 10 days before such meeting fixed in advance by the Board of
Directors.
(b) A public entity wiii be entitled to vote as a member of the Corporation at an annual or
special meeting of members; provided that the public entity has on the record date determined by
the Board of Directors for that meeting a positive balance in an Irnestment account held in the
irnestment pool maintained through the Corporation.
(c) Except, and to the extent, provided otherwise by express provision of applicable law
or of the Articles of Incorporation of the Corporation, each member entitled io vote at a meeting of
members wiii have one vote registered in the name of the member in the membership books of the
Corporation.
(d) if a quorum is present at any meeting, the affirmative vote of a majority of the votes
represented at the meeting and entitled to vote on the subject matter will be the act of the
members, unless by express provision of statute or of the Articles of incorporation of the
Corporation a different vote is required, in which case such express provision wiii govern and
control.
Section 7. Meetin4 by Electronic Media. The members may meet and transact business at an
annual meeting or a specie! meeting by electronic media if the following procedure is followed: (1)
notice to members of the time and locations where the meeting will beheld by electronic media has
been given in the same manner as if the meeting were head in a single Location; (2) members in
attendance can hear and have the same right to participate in the meeting as if the meeting were
conducted in person; and (3) copies of pertinent reference materials, statutes, regulations and
audio-visual materials are reasonably available to the members. A meeting by electronic media as
provided in this Section 7 has the same legal effect as a meeting in person.
Section 8. Votin b rLMembers. A vote of a public entity which is a member of the Cor ore i
p ion may
be voted by such officer or agent as the bylaws of that public entity may prescribe or, in the
absence of such provision, as the governing body cf that public entity may determine by ordinance
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Bylaws • Alaska Muntatpai League investment Poot, inc. page 3
or resolution as provided by law; provided that voting by proxy at a meeting of members of the
Corporation is prohibited.
ARTICLE ill -DIRECTORS
Section 1. P_ovye~rs. Ail corporate powers will be exeroised by or under the authority of. and the
business and affairs of the Corporation wilt be managed under the direction of, the board of
directors of the Corporation ('Board of Directors'] except as ~expressiy provided otherwise under .
Alaska Statutes AS 10.20, the Articles of Incorporation of the Corporation or these Bylaws.
Section 2. bet. {a) The number of directors which will constitute the whole Board of Directors
will be seven until the number is changed by adoption of a resolution amending these 6ylatVS by
at least a simple majority of the Board of Directors; provided that the board of directors of the
Alaska Municipal League will at ail times have power to nominate, elect and otherwise appoint
persons to a designated simple majority of the positions on the Board of Directors, and the
members wail at an annual or special meeting of members of the Corporation have power to
nominate and elect persons to the other remaining designated posftions on the Board of Directors.
(b} No reduction in the number of directors will have the effect of removing any director
prior to the expiration of that person's term of office.
Section 3. T rm. (a~ At the first annual election of directors and at each annual meeting thereaher
persons will be elected to the Board of Directors to hold office until each successor is elected,
qualified, and accepts office.
(b} The Board of Directors will be divided into three classes: Class i, Class ii and Class llf.
Each such class wilt consist, as Hearty as possible. of one-third of the whole number of the board.
The inhiat Class I directors as determined by the initial Board of Directors will serve until the next
Annual Meeting following such date. The inftiai Class li directors as determined by the initial board
of Directors will serve until the second Annual Meeting following such date. The initial Class iii
directors as determined by the inftiai Board of Directors wilt serve until the third Annual Meeting
following such date. in the case of each such class, such directors wilt serve, subject to their
earlier death, resignation or removal in accordance with the Articles of Incorporation, these Bylaws
and tha taws of the State of Alaska, until theft respective successors wiU be elected and will be
qualified. At each Annual Meeting after the date of such filing, the directors chosen to succeed
those whose terms will have expired will be elected to hold office for a term to expire at the third
succeeding Annual Meeting after their election and, subject to their earlier death, resignation or
removal in accordance with the Articles of incorporation. these Bylaws and the laws of the State
of Alaska, until their respective successors will be elected and wilt be qualified. tf the number of
directors is changed, any increase or decrease wilt be apportioned among such classes so as to
maintain all classes as squat in number as possible, and any additional director elected to any
class will hold office for a term which wilt coincide with the terms of the other directors in suoh
class.
(c) As used in these Bylaws, the terms 'whole Board' or 'entire Board' wit! mean the
number of directors the Corporation would have under these Bylaws at the time of determination
if there were no vacancies.
Section 4. Vacs (a) A vacancy on the Board of Directors will exist upon the death,
resignation or removal of any director.
(b) Any director may resign at any time by giving written notice to the Board of Directors,
the President, or the Secretary of the Corporation. Any such resignation wilt take effect upon
receipt of such notice or at any later time specified in the notice. in the event the resignation of
a director is tendered to take effect at a future time, a successor may be elected to take office when
. the resignation becomes effective.
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(iii Tech direotor so elected will hold office for the balance of the unexpired
term of that person's predecessor and untA that person's successor is
elected. qualified and accepts office.
(d} to no case may a vacancy continue for longer than six months or until the next annual
meeting of the members, whichever first occurs.
Section 5. du~,ittica_ Lions. (a} The quatffications for individuals appointed or elected to the Board
of Directors are as follows:
m Must be at least 21 years of age; and
(c} (i} Vacancies on the board of Directors wilt be filled es follows:
(A} if pertaining to a director position v~tthin the aiiocation of directors
to the Alaska Municipal 4eague under Section 2 of this Article Ilf~
by a majority vote of the board of directors of the Alaska Municipal
League at a regular or special meeting of the board of directors at
the Alaska Municipal League; and
{B} if pertaining to a director position within the allocation of directors
to the members under `Section 2 of this Article ill, by the Board of
Directors.
(b}
(ii) if to be elected by the members of the Corporation, must be nominated by
a least one member of the Corporation; and
(iii) tf to be appointed by the board of dl~ectors of the Alaska Municipal
League. must be designated as the representative of the Alaska Municipal
!.segue.
(i} fn addition to the provisions of (aj of this Section 5, the composition of the Board
of Directors must at ail times meet the following criteria:
(A} A simple majority of the Board of Directors must be composed of
individuals appointed by the board of directors of the Alaska Municipal
League and designated as its authorized representatives;
(B} A simple majority of the Board of Directors must be composed of
individuals each of whom is an authorized representative ~of a public
eniityr which is an active participant in the investment pool services
offered by the Corporation. i.e.. a public entity that has entered into an
Alaska Municipal League Common investment Agreement through due
and proper authorisation, has a positive balance in an investment
account held in the investment pool maintained by the Corporation and
has not terminated that status; and
(C} A simple majority of the Board of Directors must be composed of
individuals each of whom displays demonstrated professional com-
petence in the ileitis of irnestment, finance, accounting or business.
(ii) Notwithstanding other provisions of this Section 5, in the nomination or election
of any individual to the Board. of Directors due consideration wilt be given to
individuals who display demonstrated professional competence in the fields of
investment, finance, accounting or business.
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f3ylswa -Alaska Municlpel League investment Pool, Inc.
page S
Section 6. E~Cecutive Committee. Other Committees. (a) The Board of Directors, by resolution adopted
by at least a rtta~ority vote of the entire Qoard of Directors, may designate, from among its members, art
Executive Committee of that board composed of at least two directors. The Executive Committee rriti harts
authority as set forth by resolution of the board of Directors or these Bylaws, except as provided in (b)
of this Section 6.
(bj The lotlowing areas of responsibility are expressly reserved to the Board of Directors and wlli
not be delegated to the Executive Committee: '
(i) Approving or recommending to members actions or proposals required by Alaska
Statutes 10.20 to be approved by members;
(ii) Designating candidates for the office of director or filling vacancies on the Board
of Directors or any committee of the Board;
(iii') Adopting, altering, amending or repealing the 8ytaws;
(iv) Approving a plan or merger, sale of assets or other reorganization of the
Corporation;
(v) Authorizing, approving or ratifying contracts or other transactions invoMng the
Corporation.
(c) The designation of the Executive Committee, the delegation to that committee of authority or
action by that committee under that authority does not atone constitute compliance by a member of the
Board of Directors or that committee with the responsibility imposed by taw including to act in good faith,
in a manner the member reasonably believes to be in the best interests of the Corporation, and with the
care. including reasonable inquiry, as an ordinarily prudent person in a tike position would use under
similar circumstances.
(dj The Board of Directors, by resolution adopted by at least a majority vote of the entire Board
of Directors, may designate, f:om among its members or otherwise, other committees for specific
purposes of the board not otherwise inconsistent with these Bylaws.
Section ~. Meet,_ inas. (a) Regular or special meetings of the Board of Directors or of the Executive
Committee wits be held at such place as may be designated from lime to time by the Board of Directors
or any other person ceiling the meeting. Meetings of the Board of Directors may be caned by the
President or by at least three directors on the Board of Directors. Meetings of the Executive Committee
or another committee appointed by the Board of Directors may be called by the chair of that committee
or by at least two members of that committee, as the case may be.
(b) The first meeting of each newly elected Board of Directors will be head, witr~out notice,
immediately following the adjournment of the annuli meeting of members.
(c) Regular meetings of the Board of Directors, or of the Executive Committee, or of another
committee appointed by the board may be held, without notice, at such time and place, as will from time
to time be fixed by the board or these Bylaws.
(d} Special meetings of the Board of Directors, or of the Executive Committee, or of another
committee appointed by the board will be held upon either notice in writing sent 5 days before the
meeting or notice by electronic means, personal messenger, or comparable person-to-person communicate
lion given at least 72 hours before the meeting. in the case of a special meeting, the notice must include
disclosure of the business to be transacted and the purpose of the meeting.
(e) (i) Any meeting of the Board of Directors, or of the Executive Committee, or of
another committee appointed by the board which has been duly noticed dMd
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Bylaws -Alaska Muntclpai League Investment Poot, Inc. ' `~
page 8
which could properly be held by the directors attending to person, may, at the •
discretion of the President of the Corporation or the chair of the committee. in
- question, as the case may be, or at the request of ai feast three directors ort t#to
Board of Directors or at feast two members of the Executive Committee or other
committee, as the case may be, be conducted via conference telephone or.
similar means of simuRaneous etecp~ontc communication, provided that- the
authority to meet and transact business by such electronic media must fogow the
following procedures:
(A) Notice of the time and locations where the meeting will be held by
electronic media has been given to the same manner as if the meeting
were held in a single location;
(B) Officers, directors and other participants to attendance can hear and
have the same right to participate to the meeting as if the meeting were
conducted in person; and
(C) Copies of pertinent reference materials, statutes, regulations and audio-
visual materials are reasonably available to officers, directors and paruci•
pants at the meeting.
(i~ A meeting by electronic media as provided in this subsection (e) has the same
legal effect as a meeting in person.
Section 8. Quorums. (a) A majority of the directors at a meeting of the Board of Directors duty assem-
bled wits constitute a quorum !or the transaction of business. The act of at feast a majority of the directors
present at any meeting of the Board of Directors at which a quorum LS present will be the act of the board
of Directors, except as may be otherwise specifically provided b the Articles of into
Corporation or by these 6ytaws. If a quorum initially is not present at any meeting of directors, this
directors present at that meeting may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum is present.
(b) A majority of the directors at a meeting of the Executive Committee or another committee
appointed by the Board of Directors duly assembled will constitute a quorum for the transaction of
business. The act of a majority of the members of such a committee present at any meeting of that
committee at which a quorum is present wit! be the act of that committee, except as may be otherwise
specifically provided by the Articles of Incorporation of this Corporation or these Bylaws. if a quorum
initially is not present at any meeting of such a' committee, the members preser;i at that meeting may
adjoum the meeting from time to time, without notice other than announcement at the meeting, unlit a
quorum is present.
Section 9. Removal of Directors. (a} Persons who are a part of the designated simple majority of the
positions on the Board of Directors nominated, elected and otherwise appointed to that board by the
board of directors of the Alaska Municipal League may be removed and replaced by other persons by
a vote of at least a simple majority of the board of directors of the league at a regular or special meeting
of the board of directors of the league.
(b) Persons who are a part of the designated minority of the positions on the Board of Directors
nominated and elected to that board by the members of the Corporation may be removed and replaced
by other persons by nomination and election of other persons at an annual or special meeting of
members as otherwise provided in these Bylaws.
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Bylaws .Alaska Municipal League investment Pooi, inc. pagq 7
• ARTICLE IV -NOTICES AND WAIVERS
S®ction 1. Fours o! NQttcgs, Whenever under the provisions of statutes, of the Articles of incorporation
of~the Corporation or of these Bylaws, notice is required !o be gh-en to any director.or member.. it will..be
given in r~riting, by mail, by facsimile transfer or by telegram, addressed to such director or member at
such address es appears on the records of the Corporation. ff by mail, it will be sent with :postage
thgreon prepaid, -and such notice by mail wiq be deemed to be given at the time. when deposited In the
United States. mail. If addressed io a member, the address of the member wilt be used. as appears on
the.membetattipbooks ofthe Corporation, or, if the member has.iited with the Secretary a written request.
that the notice be- mailed to a different address, the Corporation wiii mail~the notice to that other address.
Section 2 ~tte„~~iagce at Meetings. Attendance by a member or a director, either in person or by
electronic media, wiA constitute a waiver of notice of such meeting, except where an appearance !s made
for the express purpose of objecting to the transaction of any business because the meeting fs not
lawfuity Gaited or convened.
Section 3. Wa~iv_er_s. Whenever any notice is required to be given under the provisions of statutes, the
Articles of incorporation of the Corporation or these Bylaws, a waiver of the notice in writing, signed by
the person entitled to the notice either before or after the time stated in the notice, wilt be deemed
equivalent to the giving of that notice.
ARTICi_E V • OFFICERS
Section 1. Dea,~torl. The officers of the Corporation wilt be a President, a Secretary and a Treasurer;
provided that the Board of Directors may, by resolution adopted by at least a majority of the directors,
establish other officer positions and elect persons to fiA those positions including Vice President and other
oNicers, assistant officers and agents as the Board of Directors by resolution will designate. The Board
of tirectors by resolution may provide that an officer is an ex-officio member of the board. Any two_ officer
positions may be head by the same person except the positions of President and Secretary.
Section 2. Ei, e~ction. The 6oard'of Directors, at its first meeting sitar each annual meeting of the
members, will effect a President, a Secretary and a Treasurer. Other officers, assistant officers or agents
of the Corporation will be elected ~t such meeting, or on such ocher occasions as the Board of Directors
in its discretion will from time to time deem appropriate. Except in the event of removal by the Board of
Directors, death, resignation, disqualification or abolition of an office, the officers, assistant officers and
agents of the Corporation wilt hold office until their successors are chosen and qualified, or for such other
period as the Board of Directors may determine.
Section 3. yaca, Weiss and Removal. (a) A vacancy in any office because of death, resignation, removal,
disqualification or any other cause wiii be fitted in the manner prescribed in these Bylaws for regular
appointments to such office, unless at least a majority of the directors vote to abolish such office (other
than an office required by law).
(b) Arty officer, assistant officer or agent may be removed, or any office abolished (other than an
office required by taw), whenever in the judgment of the Board of Directors the best interests of the
Corporation will be served; and such removal is pursuant to the affirmative vote of at least a majority o!
the Board of Directors.
(c) Any officer, assistant officer or agent may resign ai any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Any such resignation wiii take effect
upon receipt of such notice or at any later time specified in the notice. Unless otherwise specified in the
notice. the acceptance o! such resignation will not be necessary to matte it effective, provided that the
Board of Directors may reject any postdated resignation by notice in writing to the resigning officer.
(d) .This section 3 wiii not affect the rights of the Corporation or any corporate officer, assistant
officer or agent under any express contract of employment. ~.
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Bylaws • Alaska Municipal i.eague investment Poot, Inc. ~ • page 8
Section 4. Compensation. The salaries and other compensation of ail officers, assistant officers and
agents of the Corporation will be fixed by the Board of Directors.
Section b, re iden . The President wilt be responsible for carrying out policy directives of the Board of
Directors and wilt be responsible !or general management of the business of the Corporation. The
President will preside at meetings of the members and directors, and the President will be ex officio a
member of alt standing committees, unless the Board of Directors designates otherwise. The President
wiii have authority to sign or countersign a!! certificates, contracts and other instruments of the
Corporation, under the seal of the Corporation or otherwise, except where required by law to be otherwise
signed and executed, and except where the signing and execution thereof will be delegated or reserved
by the Board of Directors to some other officer or agent of the Corporation. The President will pertorm
ail other duties as are incident to the office or are property required of the President by the Board of
Directors.
Section 6. Secretary. The Secretary wiii attend ail meetings of the Board of Directors and alt meetings
of the members and will record, or cause to be recorded, alt votes and the minutes of alt proceedings in
a book to be kept for that purpose, and will perform like duties for the standing committees of the
Corporation when required. The Secretary will give, or cause to be given, notice of ail meetings of the
members and special meetings of the Board of Directors, and will perform such other duties as may be
prescribed by the Board of Directors or the President, under whose supervision the Secretary wilt be.
Unless otherwise provided by the Board of Directors, the Secretary wilt have authority to affix the corporate
seal to any instrument requiring a seat, and when so affixed, it wiii be attested by the Secretary's signature
or by the signature of an Assistant Secretary, if any. The Board of Directors may give general authority
to any other officer to affix the seal of the Corporation and to attest the affixing of that officer's signature.
Section 7. Tre__ asurer, The Treasurer wiii keep or cause to be kept accounts of ail of the monies of the
Corporation received and disbursed, and subject to direction of the Board of Directors, will safety keep
or cause to be kept ail securities and valuables of the Corporation. The Treasurer will, from time to time,
make such reports to the officers, Board of Directors and members as may be required and will perform
such other duties as may be prescribed by the Board of Directors or the President, under whose supervi-
sion the Treasurer will be. to the absence of a Treasurer, the duties of the Treasurer will be discharged
by the Secretary, or such other officer as the Board of Directors will designate.
Section 8. Other Officers. Other officers, assistant officers or agents appointed by the Board of Directors
wiii exercise such powers and perform such duties as wiii be determined from time to time by the Board
of Directors. Unless otherwise specified by the Board of Directors, any Assistant Secretary or Assistant
Treasurer wit! have authority to exercise any powers delegated to them from the Secretary or Treasurer,
respectively, and, in the absence of the Secretary or Treasurer, wiii assume alt powers and discharge alt
duties ordinarily exercised by such absent officer.
ARTICLE Vl -STANDARD OF CARE, tNDEMNiFICATtON, INSURANCE
Section 1, institutional Investor Duty. The management and investment of assets of participants in
investment pools formed and administered through the Corporation, its officers, directors, employees and
agents wilt be done with the care, skill, prudence and diligence under the circumstances then prevailing
that an institutional investor would use in the conduct of an enterprise of a like character and with like
aims.
Section 2. indemnification. The Corporation wilt defend, indemnify and hold harmless each director,
officer and employee of the Corporation for expenses, including attorney's fees, and the amount of any
judgment, money decree, fine, penalty or settlement for which he or she may become liable by reason
of his or her being or having been a director, officer or employee of the Corporation or who exercises S
powers or performs duties for the Corporation, except in relation to matters as to which that director,
officer or employee is finally adjudged in any action, suit, or proceeding to be liable for failure to act in
good faith in the performance of his or her, duties as such director, officer or employee.
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Bytaws -Alaska Muntclpai League Investment Poot, Inc. p$ae g
Section 3, nsurance, At the discretion of the Board of Directors, the Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation. partnership, joint venture, trust or other enterprise against any liability
asserted against that person and Incurred by that person in any such capacity, or arising out of that
status, whether or not the Corporation would have the power to indemnity that person against such
liability under the provisions of this Article Vt.
ARTICLE Vit - WITHDRAWAL AND TERMINATION OF MEMBERSHIP
Section 1. ~artic, igatton,. (a) A Public Entity may continue to be a member and a participant in the
irnestment services offered through the Corporation subject to the terms and conditions of the Artibles
of incorporation for the Corporation, the Alaska Municipal League Common Investment Agreement and
these Bytaws.
(b) in the event that the Alaska investment Pooi Act (AS 37.23.010.37.23.900) is amended so as
to expand the definition of'pubtic entity' as set forth in Article N, Section 1(a) of these Bytaws, the Board
of Directors wilt have the power to determine whether and under what circumstances any new category
of public entity may become a member of the Corporation and a party to the Alaska Municipal League
Common Investment Agreement. in the event that the Alaska Irnestment Pool Act is amended so as to
exclude from the definition of •public entity' as contained in these Bylaws any previously included entity,
the board of Directors will promptly determine whether any existing member has lost its status as a public
entity (or will lose such status upon effectiveness of such amendment). If the Board of Directors
determines, after obtaining the advice of counsel, that an existing member is no longer a public entity (or
will not be a public entity upon the effectiveness of the amendment), the Board of Directors wilt so notify
that member, redeem any units of that member in the Corporation and transfer to that member the
resulting funds and other investment funds of that member administered through the Corporation and
terminate the membership in the Corporation and participation of that member in any investment pools
of the Corporation. The Board of Directors wail have final authority with respect to determinations under
this subsection (b).
(c) Should the federal income tax law be amended so as to cause the income of an irnestment
pool established by the Corporation and subject to the Alaska Municipal League investment Pooi, inc.
Common investment Agreement to be subject to federal income taxation, the Board of Directors wilt
promptly determine whether that subjugation could be eliminated through the termination of membership
in the Corporation and termination of participation in that investment pool by one or more public entitles
and may, upon advice of legai counsel, terminate the membership in the Corporation and the participation
of those public entities in the pool to eliminate the subjugation of the pool to federal income taxation.
Should the Board of Directors determine to terminate the membership and participation of a public entity
under this subsection (c), it will so notify that member, redeem any units of that member held in the
Corporation and transfer to that member the resulting funds and other investment funds of that member
administered through the Corporation and terminate the membership and participation of that member.
The Board of Directors wilt have final authority with respect to determinations under this subsection (c).
Section 2. Withdrawal from Participation. A member may withdraw from the Corporation, subject to the
provisions of these Bylaws and of any Alaska Municipal t.eague Investment Pooi, inc. Common investment
Agreement entered into with the Corporation.
ARTICLE Vlli -CERTIFICATES
Section 1. Form of Certificates. Certificates for membership in the Corporation wits be to such form (not
• inconsistent with the Articles of Incorporation of the Corporation or applicable taw) as approved by the
Board of Directors and will be numbered and entered in the membership books of the Corporation as they
are issued. Every certificate for membership will be signed by the President or a Vice President and by
the Secretary or an Assistant Secretary.
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Bylaws • Ataska Municipal League Investment Pooi, Inc. page io
Section 2. Membership Registrars. The Board of Directors may, from time to time, appoint one or more
registrars for memberships in the Corporation who will have such powers and duties as the Board of
Directors wilt specify.
Section 3. ~re_ sum.,pt_,ion of Membership. The Corporation wail be entitled to treat the holder of record of.
any certificate for membership as the holder in fact of that certificate authorizing the holder to vole a9
such member and, accordingly, wiii not be bound to recognize any equitable or other claim to or interest
in such membership on the part of arty other person, whether or not the Corporation will have express
or other notice thereof, except as expressly provided by appiicabte taw.
Section 4. ),,,Vlembershia without Certificates. Notwithstanding the provisions of Sections 1 through 3 of
this Article Vltl, the Board of Directors may, by resolution, authorize the issuance without certificates of
some or alt of the memberships in the Corporation. The authorization does not affect memberships that
are already represented by certificates until the certificates are surrendered to the Corporation.
ARTICLE IX • BOOKS AND RECORDS
Section t. Correct and Complete, inspection. (a) The Corporation wiii keep correct and complete books
and records of account and wilt keep minutes of the proceedings of its members, the Board of Directors,
and committees appointed by the board, if any.
(b) Aii books and records of the Corporation may be inspected by any member or its agent or
attorney for any proper purpose at any time during normal business hours at the registered office of the
Corporation in Alaska.
Section 2. List of Members Entitled To Vote. The Corporation will keep at its registered office in Alaska
a record of the names and addresses of members entitled to vote.
Section 3. Alaska Ooen Meetings Law. All annual and special meetings of the members of the
Corporation, ail regular and special meetings of the Board of Directors and ail meetings of committees
of the Board of Directors, if any, will be conducted in accordance with the Ataska open meetings few
found at AS 44.62.310.
ARTICLE X • ADMINISTRATIVE STRUCTURE
Section 1. Executive Director. Staffing. (a) The day today operations of the Corporation wilt be carried
out by an Executive Director under the supervision of the President of the Corporation. The Executive
Director wiii carry out other tasks as assigned by the President of the Corporation. The position of
Executive Director of the Corporation will be filled by the executive director of the Ataska Municipal
league.
(b) The Executive Director of the Corporation wiii be supported by staff of the Alaska Municipal
League and such other staff as the Board of Directors may by resolution approve.
(c) The Corporation wiii share off'sce space and office equipment and fumiture with the A-iaska
Municipal League in the existing offices of the Alaska Municipal League at 2t 7 Second Street in Juneau,
Ataska, or such other offices which the Ataska Municipal League may acquire or lease, and such other
office space and office equipment and furniture as the Board of Directors may by resolution approve.
(d) The Corporation wiii enter into agreements with the Alaska Municipal League and as adopted
by the Board of Directors setting forth the terms and conditions for the implementation of and compliance
with the provisions of (a), (b) and (c) of this Section 1 including but not limited to the following:
(i) The sharing of time and payment therefor of the individual who wilt be the
Executive Director of the Corporation and the Executive Director of the Ataska
Municipal League;
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I~yiawa • Alaska Muntctpsl League Investment Pooi, Inc. page t~
(iij The sharing of time and payment therefor of the individuals who will be the s
of the Corporation and the staff of the Alaska Municipal League; raft
(iii) The sharing of office space and office equipment and furniture with the Alaska
Municipal League and the payment therefor, and
(w) The providing of general office administrative services by the Alaska Municipai
League to the Corporation not otherwise provided by a contract manager,
adviser, irnestment officer or custodian.
8ectton 2 Use of Name. Marketing. (a) The Alaska Municipal League will do the following:
(i) Allow the use of its name in the corporate nam® of the Corporation, in agree-
ments and ocher documents entered into by the Corporation and in other
materials or settings used by the Corporation and in the advertising of the
services of the Corporation; and
{ii} Assist in dissemination of information to the membership of the Alaska Municipal
League and other public entities in Alaska pertaining to the investment services
of the Corporation, prepare and publish articles in its publications on those
services, arrange for meetings between its members and the investment manager
retained by the Corporation and otherwise assist in apprising the members of the
Alaska Municipal League and others of the services of the Corporation.
(b) Should the Alaska Municipal League in the future cease io have the power to nominate, elect
and otherwise appoint persons to a designated simple majority of the positions on the Board of Directors,
the Corporation must immediately cease ail use of the league's name, and the services sec forth in
Sections 1 and 2 of this Artic-fie X wilt terminate.
Section 3. fnstitutional Fee. to return for the ongoing services of the Alaska Municipal League as set forth
in Sections 1 and 2 of this Article X and !or the use of the name of the Alaska Municipal League and its
logo, the Corporation will pay to the Alaska Municipal League for each common investment agreement
entered into between a Public Entity and the Corporation an institutional fee, based upon the average
monthly assets subject to each common irnestment agreement entered into between the Corporation and
a member of the Corporation. The institutional fee will be due and payable on a monthly basis for so song
as there is a positive balance in assets of the Public Entity which are subject to that common irnestment
agreement. The amount of the institutional fee wilt be established by the Board of Directors, by resolution.
ARTICLE Xt -GENERAL PROVISIONS
Section t. Check,Qrat~s. Ali checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the Corporation, wiii be signed or
endorsed by such person or persons and in such manner as wiii be determined from time to time by
resolution of the Board of Directors.
Section 2. iscaf Year. The fiscal year of this Corporation wiii be fixed by resolution of the Board of Direc-
tors.
Section 3. eadin s. The headings contained in these Bylaws are for convenience only and wiii not in
any way affect the meaning or interpretation of these Bylaws.
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ARTICLE Xil -AMENDMENT OF BYLAWS
Section 1. Amendment and ReQeai. {a) Except as otherwise provided by law, the power to adopt, alter,
amend or repeal these Bylaws and to adopt new Bylaws wilt be vested exclusively in the board of
.Directors.
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t3ytaws • Ataske Municlpet League Investment Pool, inc.
papa 12
tb) The adoption aReratton~ amendment or rapes! of these f3yiaWS and th
t3ylaws must be accomplished by a vote of at (east a simple majority of the w~te g~ d ~ pirectors et
a regular ar special meeting called by wriKen nottce~ and that notice must include s brief desaription~ of
th® proposal.
Section 2 e o da lost, VYhenever action is taken to amend or after the 8 taws or t
a Eopy of the amendment, alteration or new Bylaw will be flied and kept ~ the min eptboo wt~~. hey
original Bylaws, ff any. Bylaw fs repeated the tact of such repeal and the date oe which k occurred wilt .
be recorded to the minute book and a copy of it will be placed nett to the tut inat 8
g ytaws..
1, the undersigned being the Secretary of ALASKA MUNICIPAL LEAGUE INVESTMENT PQO iN
hereby certify the foregoing to be the Bylaws of the Corporation, as adopted by the Board of Oirectors~
on the 14th day of August, 1982
C/Y~l;CG~G~t ~yl~LG
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