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HomeMy WebLinkAboutCC Resolution 7098 (ICMA Trust)RESOLUTION NO. 7098 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL ADOPTING THE ICMA TRUST WHEREAS, the City of San Rafael (the "Employer") maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Corporation (the "Adminis- trator"); 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 compen- sation plans; and WHEREAS, said Trust is a salutary development which further advances the quality of administration for plans admin- istered by the ICMA Retirement Corporation. NOW, THEREFORE, BE IT RESOLVED that the Employer hereby executes the ICMA Retirement Trust, attached hereto; and BE IT FURTHER RESOLVED that the Finance Director 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 Employer, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a regular meeting of the Council of said City on Monday , the 20th day of May 1985, by the following vote, to wit: AYES: COUNCILMEMBERS: Breiner, Frugoli, Nave, Russom & Mayor Mulryan NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None JEA E D L� 11ivI, City C. erk 20-21 B/24 Irf i DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions SECTION 1.1. Name The Name of the Trust created hereby is the ICMA Retirement Trust. SECTION 1.2. Definitions. Wherever they are used herein, the following terms shall have the following respective meanings: (a) By -Laws. The By -Laws referred to in Section 4.1 hereof, as amended from time to time. (b) Deferred Compensation Plan. A deferred compensation plan established and maintained by a Public Employer for the purpose of providing retirement income and other deferred benefits to Its employees in accordance with the provisions 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 provides for a guaranteed rate of return on investments made pursuant to such contract. (d) ICMA. The International City Management Association. (e) ICMA/RC Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are also members of the Board of Directors of ICMA or RC. (f) Investment Adviser. The 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 investing and administering the funds set aside by such employer in 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 providing investments for the Trust Property. (i) Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section 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 Plan and has executed this Declaration of Trust. (k) RC. The International City Management Association Retirement Corporation. (1) Retirement Trust. The Trust created by this Declaration of Trust. (m) Trust Property. The amounts held in ttie Rot irement Trust ort behalf of the Public Employers. The Trust Properly shall include any income resulting from the investment of the amounts so held. (n) Trustees The Public Employee Trustees and ICMA/RC Trustees elected by the Public Employers to serve as members of the Board of Trustees of the Retirement Trust. COPY ARTICLE 11. Creation and Purpose of the Trust; Ownership of Trust Property SECTION 2.1. Creation. The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the participating Public Employers, SECTION 2.2. Purpose. The purpose of the Retirement Trust is to provide for the commingled investment of funds held by the Public Employers in connection with their Deferred Compensation Flans. The Trust Property shall be invested in the Portfolios, in Guaranteed Investment Contracts and in 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 to the Trust Property, The Public Employers shall be the beneficial owners of the Trust Property ARTICLE 111. Trustees SECTION 3.1. Number and Qualification of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shall be full-time employees of a Public Employer (the Public Employee Trustees) who are authorized by such Public Employer to serve as Trustee. The remaining four Trustees shall consist of two persons who, at the time 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 mernbers of the Board of Directors of RC (the ICMA/RC Trustees). One of the Trustees who ;s a director of ICMA, and one of the Trustees who is a director of RC, sha'I, at the time of election, be full-time employees of a Public Employer. (b) No person may serve as a Trustee for more than one term in any ten-year period. SECTION 3.2. Election and Term. (a) Except for the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof, the Trustees shall be elected by a vote of a majority of the Public Ernployers in accordance with the procedures set forth in the By -Laws. (b) At the first election 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 election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified. SECTION 3.3, Nominations. The Trustees who are full-time employees of Public Employers shall serve as the Nominating Committee for the Public Employee Trustees. The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set forth in the By -Laws. SECTION 3.4 Resignation and Removal. (a) Any Trustee may resign as Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by the Ti uslee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according s� to the terms of the instrument. Any he Trustees may be removed for cause, by a vote of a majority of the Public Employers. (b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer. SECTION 3.5. Vacancies. The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudicated incompetence or other incapacity to perform the duties of the office of a Trustee. In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion sliall see fit (subject to the limitations set forth in this Section), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee. The appointment shall be made by a written instrument signed by a majority of the Trustees. The person appointed must be the same type of Trustee (i.e., Public Employee Trustee or ICiv1A/RC Trustee) as the person who has ceased to be a Trustee. An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason o! retirement or resignation, provided that such appointment shall not become effective prior to such retirement or resignation. Whenever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration. A written instrument certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy. SECTION 3.6. Trustees Serve in Representative Capacity. By executing this Declaration, each Public Employer agrees that the Public Employee Trustees elected by the Public Employers are authorized to act as agents and representatives of the Public Employers collectively. ARTICLE IV. Powers of Trustees SECTION 4.1. General Powers. The Trustees shall have the power to conduct the business of the Trust and to carry on its operations. Such power shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers or from a Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the payment of reasonable fees to the Investment Adviser and to any sub -investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios, the Guaranteed Investment Contracts and in any other investment recommended by the Investment Adviser, provided that if a Public Employer has directed that its monies be invested in specified Porifelios or in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such portion, of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retirement Trust created hereby, without liability for interest thereon; (f) accept and retain for such time as they may deem advisable any securities or other property received or acquired by them as Trustees hereunder, whether or not Such securities or other property would normally be purchased as investments here- under: (g) cause any securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust. or in the name of a nominee, and to hold any investments in bearer forni, but the books and records of the Trustees shall at all times show IV, II such investments are a part of the Trust Property; (h) make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carryout the powers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without power of substitution; exercise any conversion pri,Meges, subscription rights, or other options, and make any payments incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganizations or other changes affecting corporate securities, and delegate discretionary powers, and pay any assessments or charges in connection therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in connection with the operation of the Retirement Trust, including, but not limited to, contracts with custodians and contracts for the provision of administrative services; (k) borrow or raise money for the purpose of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advisable, provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property. No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing; (1) incur reasonable expenses as required for the operation of the Retirement Trust and deduct such expenses from the Trust Property; (in) pay expenses properly allocable to the Trust Property incurred in connection with the Deferred Compensation Pians or the Employer Trusts and deduct such expenses from that portion of the Trust Property beneficially owned by the Public Employer to whom such expenses are properly allocable, (n) pay out of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future laws upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; (o) adopt, amend and repeal the By -Laws, provided that such By - Laws are at all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests In the Retirement Trust to employers eligible to maintain a deferred compensation plan under section 457 of the Internal RevE nue Code, as amended; (q) issue the Annual Report of the Retirement Trust, and the disclosure documents and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select, provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (o) of this Section 4.1 and may not delegate any powers if such delegation would violate their fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase fiduciary insurance, (u) maintain books and records, including separate accounts for each Public Employer or Employer Trust and such additional separate accounts as are required under, and consistent with, the Deferred Compensation Plan of each Public Employer; and (v) do all such acts, take all Such proc .ings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust. SECTION 4.2. Distribution of Trust Property. Distributions of the Trust Property shall be made to, or on behalf of, the Public Employer, in accordance with the terms of the Deferred Compensation Plans or Employer Trusts. The Trustees of the Retirement Trust shall be fully protected in making payments in accordance with the directions of the Pubiic Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 4.3. Execution of Instruments. The Trustees may unantrnously designate any one or more of the Trustees to execute any instrument or document on behalf of all, including but not limited to the signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such designated Trustee or Trustees shall have the same force and effect as if taken by all the Truslees. ARTICLE V. Duty of Care and Liability of Trustees SECTION 5.1. Duty of Care. In exercising the powers hereiribelore granted to the Trustees, the Trustees shall perform all acts within their authority for the exclusive purpose of providing benefits for the Public Employers, and shall perform such acts with the care, skill, prudence and diligence in the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 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 books of account or other records of the Retirement Trust, upon the opinion of counsel, or upon reports 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 or 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 the standard of care set forth in Section 5.1. ATTEST: J 9_7M LEONC , CT `LERK SECTION 5 3. Bonu .o Truster- shall be obligated to give any bond or other security for the performance of any of his or her duties hereunder ARTICLE VI. Annual Report to Shareholders The Truslees shall annually submit to the Public Employers a written report of the transactions of the Retirement Trust, including financial statements which shall be certified by independent public accountants chosen by the Trustees. ARTICLE VII. Duration or Amendment of Retirement Trust SECTION 7-1. Withdrawal. A Public Employermay, at anytime, with- draw from this Retirement Trust by delivering to the Board of Trustees a statement to that effect. The withdrawing Public Employer's beneficial interest in the Retirement Trust shall be paid out to the Public Employer or to the Trustea of the Employer "frust, as appropriate. SECTION 7.2. Duration, The Retirement Trust shall continue until terminated by the vote of a majority of the Public Employers, each casting one vote. Upon termination, all of the Trust Property shall be paid out to the Public Employers or the Trustees of the Employer Trusts. as appropriate. SECTION 7.3. Amendment. The Retirement Trust may be amended by the vote of a majority 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 if. (a) a majority of the Trustees so direct, or (b) a petition requesting a vote. signed by not less than 25% of the Public Employers, is submitted to the Trustees. ARTICLE VIII. Miscellaneous SECTION 8. 1. Governing Law. Except as otherwise required ty state or local law, this Declaration of Trust and the Retirement Trust hereby created shall be construed and regulated by the laws of the District of Columbia. SECTION 8.2. Counterparts. This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and IN.- same instrument. CITY OF SAN RAFAEL R NSOM E. COLEMAN, FINANCE DIRECTOR DATE: MAY 20, 1985 ICMA h.;tirement Corporation --, THE DECLARATION OF TRUST FOR THE ICMA RETIREMENT TRUST: SUMMARY The ICMA Retirement Trust is a new feature of our organizational structure. We currently have a direct Retirement Trust relation- ship with you which will continue. The new trust establishes a Board of Trustees selected by participating employees, thus giving the employers ultimate control over the management of funds. Included in the Trustees' responsibilities are oversight of our performance, appointment of auditors, and monitoring of investment goals and objectives. The Retirement Trust was created by a Founders Committee of persons representative of the participants in the RC program.. The first elections were held in November 1983. Nine Trustees were elected: five at -large members represent RC participating employers, two represent the RC Board of Directors, and two represent the ICMA Executive Board. Public employers that adopted the trust partici- pated in that election. The next election will be held in spring 1985. All investments made on your behalf currently are held under the ICMA Retirement Trust. However, unless you adopt the Declaration of Trust, investment will not be held thereunder following a transitional period. Therefore, while failure to adopt the Declaration of Trust will not directly affect your plan or have any immediate effect on the investment of your funds, it is required for your full and continuing participation in the Retirement Trust. These changes improve and enhance the program. The addition of the ICMA Retirement Trust is done in the spirit of our long-standing objective of serving the best interests of our participants. If you need additional information, please call our office toll-free at 800-424-9249. As always, we are prepared to assist you. 9FI