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HomeMy WebLinkAboutRESOLUTION 1984-119 a Suggested by: Administration CITY OF KENAI RESOLUTION N0. 84-119 ~'.~ i ~ Y ~. ~.I -.~ A RESOLUTION OF THE COUNCIL OF THE CITY OF KENAI, ALASKA, ADOPTING THE I.C.M.A. RETIREMENT TRUST. WHEREAS, the City of Kenai maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation, and WHEREAS, other public employers have joined together to establish the ICMA Retirement trust for the purpose of representing the interests of the participating employers with respect to the collective investment of funds held under their deferred compensation plans, and WHEREAS, said Trust is a salutary development which further advances the quality of administration fcr plans administered by the ICMA Retirement Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, that the City of Kenai Alaska, hereby executes the ICMA Retirement Trust, attached fiereto; and BE IT FURTHER RESOLVED THAT THE Finance Director of the City of Kenai shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation as Administrator, and shall cast, on behalf of the City of Kenai, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. PASSED BY THE COUNCIL OF THE CITY OF KENAI, ALASKA, this 19th day of September, 1984. ,~ e OM WAGONER, MAY,BR ATTEST: /erg, ~~ et Whelan, City Clerk Approved by Finance: Cq,%~ ~. . . ~ -- -- ARTICLE I. Name and Definitions tr ~ ___ DECLARATION OF TRUST of ICMA RETIREMENT TRUST SECTION t t. Name The Name of the Trust create0 hereby rs the ICMA Retuement Trust. SECTION 1.2. Definrtions. Wherever they are used herein. the following terms shall have the following respective meanings (a) By-Laws. The By-Laws referred to +n Section 4 1 hereof, as amended from t+me to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employerfor the purpose of providing retirement income and other deferred benefits to ds empfoyees in accordance wuh the prov+s+ons of section 457 of the Internal Revenue Code of 1954. as amended (c) Guaranteed Investment Contract. A contract entered into by the Retirement trust with insurance companies that prcv+des for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Assoc+atron. (e) ICMA/RC Trustees. Those Trustees elected by the Public Employers who. in accordance wrth the provisions of Section 3. t (a) hereof, are also members of the Board of D+rectors of ICMA or RC. (t) Investment Adviser. Th6 Investment Adviser that enters into a Contract with the Retirement Trust to provide advice with respect to investment of the Trust Property. (g) Employer Trust. A trust created pursuant to an agreement between RC and a Public Employer for the purpose of +nvest+ng and administering the funds set aside by such employer rn connection with its deferred compensation agreements with its employees. (h) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust. under the supervision of the Trustees. for the purpose of provitling investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Publrc Employers who. in accordance wrth the provisions of sectron 3.1(a) hereof. are full-time employees of Public Employers. (j) Public Employer. A unit of state or local government, or any agency or instrumentality thereof, that has adopted a Deferred Compensation Flan and has executed this Declaratrcn of Trust. (k) RC. The International City Management Association Retirement Corporation. (I) Retirement Trust. The Trust created 6y this Declarat+on of Trust. (m) Trust Property. The amounts held in the Retuement Trust un behalf of the Publrc Employers. The Trus: Property shall rnclrrde any inCOme resulting from the investment of the anioun*.5 so held (n) Trustees The Public Employee Trustees and ICMA RC Trustees elected by the Public Employers to serve as membassur the Board of Trustees of the Retirement Trust ARTICLE 11. Creation and Purpose of ttte Trust: Ownership of Trust Property SECTION 2.1. Creatron The Retuement Trust rs treated and established by the exeCUtron of this Detlaratron of Trust by the trustees and the part+cipating Publrc Employers. SECTION 2 2. Purpose The purpose of the Retuement Trust +s to prov+de for the comm+ngted investment of funtls held by the Pubbc Employers rn connection w+th their Deferred Compensation Plans The Trust Property shall be invested rn the Portfolios. rn Guaranteed Investment Contracts and rn Other investments recommended by the Investment Adviser under the supervision of the Board of Trustees. SECTION 2.3 Ownership of Trust Property. The Trustees shall have legal title +O the Trust P•~perty. The Public Employers shall be the beneficial owners of the Trust Property ARTICLE III. Trustees SECTION 3 t. Number and Oualificatron of Trustees (al The Board of Trustees shall consist of nine Trustees F+ve of the Trustees sha11 be full-time employees of a Public Employer (Ili? Publrc Employee Trustees) who are authOrrzed by such PubI+C Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who. at the trine of election to the Board of Trustees. are members of the Board of Directors of ICMA and two persons who. at the time of election. are members of the Board of Orrectors of RC (the ICMAiRC Trustees). OnE of the Trustees who is a director of ICMA, and one of the Trustees who is a director of RC. shall. at the trine of election. be full-time employees of a Public Employer. (b- No person may serve as a Trustee for more than one term rn any ten-year period. SECTION 32. Electron and Term lal Except fur the Trusteesappornted to till vacancies pursuant to Section 3 5 hereof. the Trustees shall be elected by a vote of a majority of the Public Employers in aCCOrdanCe wrth the procedures set forth in the By-Laws. (b) At the fast electron of Trustees. three Trustees shall be elected for a term of three years. three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year At each subsequent electron, throe Trusters shall be elected for a term Of three years and until hrS Or her successor rs elected and qualified SECTION 3 3 Nununauons. The Trustees who are full-:line employees of Publrc Employers shall serve as the Nominating Committee for the Publrc Employee Trustees The Nominating Committee shall choose candiaates for Publrc Employee Trustees in accordance wrth the procedures set forth +n the By-Laws SECTION d 4 Resignation and Removal rat i+nv Tn,stc•e may irsrgn as Trustee Iwdho~t nerd for prior or ~ubsr:quent accJUnhngr by an rns}ri;ment m wriLng signed by the T rus:ee• .trio d••nvPrPd tethe other Trustees and such res~gr~Gon snag be efrecL.e upon such delivery. ur at a rater dare according :~ / ~, ~'~ '' g ; `i to the terms of the instrumert Any W Trs:MS mwy bc• Lrrr•~ snow tnat , s..Ch ,nvFSfinents arrr a par; c• t:re Trust r< removed fnr t::iuse. by i vole of a ma)onti ct rnr• Puohc Proper y. ` Employers (h) mike. execute. acknowledge. and delver any and au _ (b) Each Publ~t Employee Trustee shall resign his or nr•r pos~hon documents of transfer and conveyance antl any and all other a5 TfU51ee Within Sixty days Or the date on which hF Cr ShA CeaSf'S tn51run1en15 that may be necessary Ur apprcpnaTe to Carry out the to qe a full-time employee of a Pubhc Employer powers herein granted. SECTION 3.5 Vacancies The term of orrice of a Trustee shah li) votE• rrprm any stock. bonds or other securrues. give general terminate and a vacancy shall occur ,n the event of the death, or special prox,es or powers o1 attorney with or without power of resignation. removal. ad)udicated incompetence or other incapacity to subshtutron. exercrse any cornerswn pnv,leges. subscnption -- perform the duties 0l theoffiCeOfaTrustee Inthecaseofavacancy.the rights. or other options. and make any payments incitlentat remaining Trustees shall appoint such person as they in their discretion thereto. oppose. or consent to. or otherwise participate rn, t ~ Shall see fit (subtect to the trmitations set forth in this Section), to Serve Corporate reorganizations or other changes affecting Corporate a i for the unexpired portion of the term of the Trustee who has resigned or securities. and delegate discretionary powers. and i:ay any otherwise ceased to be a Trustee The appointment shall be made by a written instrument signed by a majority of the Trustees. The person assessments or Charges in connection therewith. and generally exercrse any of the powers of an owner w,th respect to stocks. r, appointed must tx the Same type of Trustee (i e, Public Employee bonds. securities or other property held as part of the Trust Trustee or 1CMAiRC Trustee) as the person who has ceased to be a Property. Trustee. An apporntment of a Trustee may be made in anticipation of a (j) enter into Contracts or arrangements for-goods or services vacancy to occur at a later date by reason of retirement or resrgnatron. required in connection vrith the operation of the Retirement provided that such appointment shall not becomeeffective prior tosuch Trust, including. but not limited to. contractswithcustodiansand retirement or resignation. Whenever a vacancy in the number of contracts for the provision of administrative services: Trustees shalt occur, until such vacancy is filled as provided rn this (k) borrow or raise money for the purpose of the Retirement r` Section 3.5, the Trustees rn olfiCe. regardless of theirnumber, shall have Trust in such amount. and upon such terms and Conditions. as the ~ alt the powers granted to the Trustees and shall discharge all the duties Trustees shall deem advisable, provided that the aggregate _ imposed upon the Trustees by this Declaration. A wntten instrument amount of such borrowings shall not exceed 30°h, of the value of certifying the existence of such vacancy signed by a majority of the the Trust Property No person lending money to the Trustees Trustees shall be COpctusiveevidenceof theexis:~iir:eotsuchvacancy. shall be bo~id to see the application of the money Tent or to SECTION 3.6. Trustees Serve in Representative Capacity. sy inquire into its validity, expediency or propriety (it any such executing this Declaration, each Public Employer agrees that the Public borrowing: Employee Trustees elected by the Public Employers are authorized to (1) incur reasonable expenses as required for theoperationof the act as agents and representatives of the public Employers collectively. Retirement Trust and deduct such expenses from the Trust Property: • ARTICLE IV. Powers of trustees (m) pay expenses property allocable to the Trust Property ~; SECTION 4. t. General Powers. The Trustees shall have the power to incurred in connection with the Deferred Compensa•.i0n Plans or • conduct the business of the Trust and to carry on its operations. Such the Employer Trusts and deduct such expenses from that portion power shall include, but shall not :re limited to. the power to: of the Trust Property beneficially owned by the Public Employer (a) receive the Trust Property from the Public Employers or from to whom such expenses are property allocable: r ~ - a Trustee of any Employer Trust: (n) pay out of the Trust Property all real and personal property r (b) enter into a contract with an Investment Adviser providing, taxes, income taxes and Other taxes of an and all kindswhiCh, in y among other things, for the establishment and operation of the the opinion of the Trustees. are properly levied, or assessed Portfolios. selection of the Guaranteed Investment Contracts in under existing or future Taws upon, or in respect of, the Trust which the Trust Property may be invested, selection of other Propertyandallocateanysuchtaxestotheappropriateaccounts: investments for the Trust Property and the payment of reasonable (o) adopt, amend and repeat the By-laws. provided that such By- fees to the Investment Adviser and to any sub-investment adviser Laws are at all times consistent with the terms of this Declaration _- stained by the investment iwdviser, of Trust: '_ ~~ (c) review annually the performance of the Investment Adviser (p) employ persons to make evadable interests in theRettrement and approveannua-ly the contract with such Investment Adviser: Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal Revenue Code. as (d) invest and reinvest the Trust Property in the Portfolios. the amended: Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that if a (q) issue the Annual Report of the Retirement Trust, and the ~ Public Employer has directed that its monies be invested in disclosure documents and other Literature used by the 4 specified Portfolios or in a Guaranteed Investment Contract, the Retirement Trust: Trustees of the Retirement Trust shall invest Such monies in (r) make IOanS, including the purchase of debt obligations, i , ~ 8000rdanC@ With Such dlreCti005: provided that all such IpanS shall beef interest at tfie Current (e) keep such portion of the Trust Property in Cash or Cash market rate: : balances as the Trustees. from time to time, may deem to be in the (s) contract for, and delegate any powers granted hereunder to. - best interest of the Retirement Trust created hereb .without y such officers. agents, employees, auditors and attorneys as the ,: liability for interest thereon; Trustees may Select, provided that the Trustees may not delegate f • (f) accept and retain for such tune as they may deem advisable the powers set forth in paragraphs (b). (c) and (o) of this Section ., any securities or other property received or acquired by them as 4.1 and may not delegate any powers if such delegation would [~ : Trustees hereunder, whether Or not Stith securities or other violate their fiduciary duties: __ --r ~ property would normally be purchased as investments here- (t) provide for the indemmhcation of the officersand Trustees of ___ under: the Retirement Trust and purchase fiduciary insurance: _ (g) Cause any securities or other property held as part of the (u) maintain books and records. including separate accounts for Trust Property to be registered in the name of the Retirement each Public Employer or Employer Trust and such additional Trust or in the name of a nominee. and to holdany investments in separate accounts as are required under, and consistentwith,fhe bearer form, but the books and records of the Trustees shall at all Deterred Compensation Plan of each Public Employer: and u (v) do all such acts. take aII such proceedings. and exerc,se all such r,ghtS and pr,v,lege5. although not spec,l,caliy ment,oned herein. as the Trustees may deem necessary or appropr,ate to admrn,ster the Trust Property and tocarryout the purposes of the Retirement Trust. SECTION 6.2 D,str,bution of Trust Property D,str,butions of the Trust Property shalt be made to. or on behalf of, the Pubbc Employer.,n accordance w,th the terms or the Deferred Compensat,on Plans or Employer Trusts. The Trustees of the Ret,rement Trust shat) be fully protected ,n making payments ,n accortlanCe with the d,rect,ons of the Puhl,c Employers or the Trustees of the Employer Trusts w,thout aSterta,nrng whether Such payments are ,n compl,anCe with the prov,s,ons of the Deferred Compensat,on Plans or the agreements Creating the Employer Trusts. SECTION 4.3. Execut~or+ of Instruments The Trustees may unan,mously designate any one or more of the Trustees to execute any instrument Or document on t~half Of alt, mcludmg but not lim,ted tothe s,gn,ng or endorsement of any check and the signing of any appl,cat,ons, insurance and other contracts. and the action of such designated Trustee or Trustees shall have the same force and effect as,f taken by all the Trustees ARTICLE V. Duty of Care and Liability of Trustees SECTION S.t. Duty of Care. In exerc,s,ng the powers here,nbefore granted to the Trustees, the Trustees shall perform all acts with,n their authordy for the exclusive purpose of provid,ng benefits for the Public Employers. and shall perform such acts with the care, sk,ll, prudence and diligent:e in the circumstances then prevail,ng that a prudent person acting in a Like capacity and familiar with such matters would use,n the Conduct Of an enterprise Of a like Character and with I,ke arms. SECTION 5.2. Liability. The Trustees shall not be liable for any mistake of judgment or other action taken in good faith, and for any action taken or Omitted in reliance in good faith upon the twoks of account or other records of the Retirement Trust, upon the opinion of counsel, or upo„ ,sports made to the Retirement Trust by any of its officers. employees or agents or by the investment Adviser or any sub- investment adviser, accountants. appraisers or other experts or consultants Selected with reasonable care by the Trustees, officers o• employees of the Retirement Trust. The Trustees shall also not be liable for any LOSS sustained by the Trust Property by reason of any investment made in good faith and in accordance with thestandard of careset forth in Section 5.1. SECTt~^,N 5 3 Bond No Trustee shall be obligated to g,ve any bond Or other secur,ty for the performance of any of h,s or her duties hereunder. ARTICLE VI. Annual Report to Shareholders The Trustees shall annually subm,t to the Publ,c Employers a wr,tten report of the transactions o/ the Retirement Trust, including f,nanc,at statements wh,ch shall be cert~f~ed by ,ndependent publ,C accountants chosen by the Trustees ARTICLE VII. Duration or Amendment of Retirement Trust SECTION 7.1. Withdrawal A Public Employer may. at any t,me, wrth- draw from this Retirement Trust by del,vering to the 8oardof Trustees a statement to that effect. The withdrawing Public Employer's benet,tial interest in the Retirement Trust shall be paid out to the Public Employer or to the Trustee of the Employer Trust, as appropriate SECTION 7.2 Duration. The Retirement Trust shall continue unt,l terminated by the vote of a malonty of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall !x Daid out to the Public Employers orthe Trusteesof the Employer Trusts. as appropriate. SECTION 7 3 Amendment. The Retirement Trust may be amended by the vote of a malonty of the Public Employers. each casting one vote SECTION 7.4. Procedure. A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a vote of the Public Employers .l. !a) a ma)Ortty of the Trustees so direct. or Iby a pet,tion request,ng a vote. signed by not less than 25°ro of the Public Employers. ,s submitted to the Trustees. ARTICLE Vtll. Mkeellaneous SECTION 8. t. Govern,ng taw Except as other wise regwred by state or local law. this Declaration of Trust and the Retirement trust here4y created shall be construed and regulated by the laws of flip D,strict of Columbia. SECTION 8-2. Counterparts This Declaration may be executed by the Public Employers and Trustees in twoor morecounterparts. each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 3