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.
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