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<br />(b) '" the fir8I election ~ ltustees, three '1vIIees l ... eIec:Ied tor a term
<br />d three years, three li'uslees shall be elected for. term 01 two yNl'land three
<br />1iIJsleeS IhaII be liected for I term cI one YII' N.1I8Cll..booquenIliection,
<br />three ltustees IhaJI be elected tor a term 01 three )'88l'S and urtil his or her
<br />..-ioelectedlndq<lll;fied,
<br />
<br />lectlan 3.3 Namlfllllano: The Trustees wha "" full-time ompl_ '" Public
<br />Employers _I oeM as the Nominating Committee "" the Public Ernp/o;oe
<br />"IusIees. Tho Nominating Committee _ chccoe CI~ "" Public ~
<br />"iusI8a in oa:cn:lInce _ lhe procedures 101 tcrth in the By-~
<br />
<br />lectlon 3.. 1lHl1lfllllon Ind Re_I.
<br />
<br />(8) A"f _ INI\' resign as Tiustee (wi1hcuI need "" prier or lUbooquem
<br />accounting) t.; on insIrumem in writ'ng signed by the Trustee Ind deli..ered
<br />to the _ 'IusIees Ind sucI1 ....gnaticn _ be elfectillO upon sucI1 deliwry,
<br />or a1 a later d8te according to the terms cI the instrument. Ar'tf ~ the Trustees
<br />INI\' be remOOIed "" Cluse, by I lICte '" I mljclrty '" the Public Employers,
<br />(b) Each Public EmplO'j8e Trustee shall resign his or her position as Trustee
<br />within 1i>Cly ~ '" the date on which he or Ihe ceases 10 be 1 U-Iime ompI">,,,"
<br />aI 1 Public Emp/a'for,
<br />
<br />Section 3.5 Yacancle.: The term d office ~ a Trustee shall terminate and
<br />a vacancy shall occur in the event of the death. resignation, remcwal, adjudi.
<br />cated incampelence or C1her incapacity to perform the duties '" the clfice of
<br />8 Trustee. In the case of a vacancy, the remaining Trustees shall appoint such
<br />person as they in their discretion shafl see fit (sub;ect to the limitations let forth
<br />in ~s Section), to 18M! for the unexpired portion of the term of the Trustee
<br />wha has ....gned or Clherwlse celsed la be I Trustee Tho oppcintmonl shall
<br />be made by a written instrument signed by a majority 01 the 1fustees The per.
<br />son appointed must be the same type of Trustee Q.e., Public Emplaywe Trus.
<br />tee or lCMAlRC Trustee) as the person who has ceased 10 be a Trustee. An
<br />appointment d a Trustee may be made in antiCipation cI a vacancy to occur
<br />.. 1 _ dole by lM9OI1 '" rellromen Of ....g"""on. plOIided 1hat sucI1 oppcilt-
<br />ment shall not become eHec1ilo'B prior 10 such retirement or resignation When-
<br />ewr a IJ8C8ncy in the number of "&ustees shall occur, until such V8C8ncy is
<br />filled as proYided in this Section 3.5, the lfustees in office, regardless cI their
<br />number, shall have all the po.yers granted to the 1ustees and Shall discharge
<br />an the duties imposed upon the Trustees by this OecIBr&tion. A written instru.
<br />ment cenifying the existence of such vacancy signed by . majority of the
<br />l'ustees shall be COnclusive evidence of the existence cI such vacancy.
<br />
<br />lectlan 3.8 '!hi_I SeMI In Rep....nllll.. CO~clty: By ll<ICuting
<br />this Doclol1lllon, eoch Publoc Empl~r 11I_ thot the Publoc Empl">,,," Trustees
<br />oIected t.; the Public Employers are luthorized to oct as agents and represen-
<br />tatives 01 the Publtc Employers cotlectiwty.
<br />
<br />ARTICLE IV. POWERS OF TRUSTEES
<br />
<br />SectIon ".1 General Powe...: The Trustees shall have the poNer to conc:IuCl
<br />the business cI the 'iUSl: and to carry on its operations. Such poNeI' shall include.
<br />but shall not be ~mrted te.. the power la:
<br />(I) receillO the _ Property lmm the Publ;c Employers. Public Employer
<br />li'ustees or other Trustee of any Employer Trust;
<br />(b) enter into. contract with an Investment Adviser providing, among other
<br />things, tor the establishment and operation of the Portfolios, -'ection of the
<br />Guaranteed Il'1'flBStment Contracts in which the Trust Property may be irwested,
<br />aeIedicn '" ether _ "" the '!fUll Property and the payment '" lIOSCn8'
<br />tile fees 10 the Il1Y8Slment Adviser and to any sub-investment adviser retained
<br />by the Irwestmeri Adviser;
<br />(C) review annually the performance'" lhe I_stmenl Adviser Ind IPP"""
<br />Innually the contract _ such I_em AdVIser;
<br />(d) _ and ....- the Trust Pooperty in the PcnfcIi"" the Guaranteed 1-
<br />Ccltrocls and in IffY ether i"""",""m roc:ommended by the 1- Adviae,
<br />but net including ..:urtties issued to; Public Empl~... P'O'ided 1hat rt 1 Publoc
<br />Emp'oyer has directed that its monies be invested in specified Portfolios or
<br />in a Guaranteed IlMlStmem eomract, the Trust... '" the ReIlremom Trust_I
<br />irwest IUCh monies in accordance with such directions;
<br />(e) keep such portion of the Trust Property in cash or cash balances as the
<br />1i'ustees, from time to time, may deem to be in the best interest of the Retire-
<br />ment 'iust created hereby, without liability for interest thereon;
<br />
<br />(f) ecc:epIand retain" ,h time as they may deem advisable any securi.
<br />ties or other property received,or acquired by them as Trustees hereunder,
<br />whether Of net sucI1 oecuribes Of CIhor property _Id ncrmaIly be pu_
<br />es irMlSlmenls hereunder;
<br />(g) cause any lIlCurities or other property held as part 01 the Trust Property
<br />t) be registered in the name of the Retirement Trust or in the name 011 nomi.
<br />nee, and 10 hold ar'tf irwestments in bearer toml, but the books and records
<br />01 the Trustees shajl a1 all times Ihow Iha1 a111UCh investments are a part of
<br />the '!iust Property;
<br />(11) mike, ll<ICute. acknowledge. and delillOr IffY Ind 011 documlnts of Irans.
<br />fer and corweyance and any and all other il"llllruments that may be necessary
<br />Of opprcpriote to Clrry cut tho _ heroin gramed,
<br />(i) _ upon IffY IICCk. bonds, Of cIher"'-, giIIO general Of special pIl>><ios
<br />or powefl 01 anorney with or without pcMeT of IUbstitUlion; exercise ar'tf con-
<br />version privileges, IUb8eription rights, Of other options, and make ar'tf pay.
<br />ments incidental thereto; oppose, or consent 10. or otherwise participate in.
<br />corporate reorganiZations or other changes effecting corporate securtties, and
<br />delegate discretionary powefl, and pay any assessments or charges in con.
<br />nection therewith; and generally exercise ar'tf of the po.YeT'S of an ONner with
<br />respect to IIOCks, bonds. securities or other property held 8S part of the Trust
<br />propeny;
<br />~) enter into contracts or arrangements for goods or services required in con.
<br />nection with the operation of the Retirement Trust, including, but not limited
<br />to. contracts wtth custodians and contracts tor the provision of administrative
<br />aervices;
<br />(k) bcrTaw or raise money lor the purposes '" the Ratiremem Trust ;n such
<br />omcult, and upon such terms Ind c:ardtions. as the _ shaI1 doom oeMs,
<br />able. provided thallhe aggregate amount DI such borrowings shall not exceed
<br />30% '" the value '" the 1iuaI Property, Na person lending money to the Trustees
<br />shall be bound 10 see the application of the money lent or 10 inquire into its
<br />validity, expediency or propriety 01 ar'tf SUCh borrONing;
<br />~) incur reasonable expenses as required tor the operation of the Retirement
<br />Trust and deduct such expenses from the Trust Property;
<br />(m) pay expenses properly allocable to the Trust Property incurred in connec.
<br />tion with the Deferred Compensation Plans, Qualified Plans, Of the Employer
<br />Trusts and deduct such expenses from that portion of the Trust Property to
<br />whom such expenses are properly allocable;
<br />(n) pay cut '" the Trust propeny 011 real and personal property taxes, income
<br />taxes and CXher taxes d ar'tf and all kinds which, in the opinion of the Trustees,
<br />are pmpeI1y 1eYied, or IBSI8IS8d under tIIOsting Of tul:ure Iavv$ upon, or in respect
<br />"'. the '!fust Property and oIlocoIe l"f such taxes 10 the oppropnlte ICCClUnts,
<br />(0) adopt, amend and repeallhe By-l.8ws, pt'cwided that such By-Laws are
<br />8t all times consistent with the terms of this Declaration of Trust;
<br />(P) employ persons to make available interests in the Retirement Trust 10
<br />emplO)'Elrs eligible to maintain a Deferred Compensation Plan under SectIOn
<br />457 or. Qualified Plan under Section 401 01 the Internal Revenue Code, as
<br />amended;
<br />(Q) issue the Annual Aepol1 cI the Retirement Trust, and the disclosure docu.
<br />ments and other literature used by the Retirement Trust;
<br />(r) mike leans. including the purchase of debt abligolicns, provided that all
<br />auch loans shall bear interest at the current market rate;
<br />(5) contraC1 tor; and delegate any po.vers granted hereunder to' such officers,
<br />1gents.. ompl_ luditors Ind attorneys as the Trust... may select, prOVIded
<br />that the Trustees may not delegate the pcllIN8rs set forth in paragraphs (b), (c)
<br />and (0) of thiS Section 4.1 and may not delegate any powers jf such delega-
<br />tion would violate their fiduciary duties;
<br />~) provide lor the indemnification '" the _ and Trust... '" the Ratoremem
<br />1'ust end purchase fiduciary insurance;
<br />(u) maintain books and records, including I8P8rate accounts tor each PubliC
<br />Employer, Public Emplajer Trustee or Employer Trust and such additional sep-
<br />arate accounts as are required under. and consistent with, the Deferred Com.
<br />pensation or Qualified Plan d each PubliC Employer; and
<br />(v) do all such acts, take a111UCh pl'OCeedings. and exercise all such rights
<br />and privileges, oIlhough net spociticaIly mentioned her~n, as the Trustees may
<br />deem necessary or appropriate to administer the Trust Property and to carry
<br />DUI the purposes of the Retirement Trust.
<br />
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