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R-0774-84 RESOLUTION NO. 774-84 A RESOLUTION APPROVING EXECUTION OF THE ICMA RETIREMENT CORPORATION TRUST WHEREAS, Miami Shores Village maintains a deferred compensation plan for its employees which is administered by the ICMA Retirement Cor- poration; 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 for plans administered by the ICMA Retirement Corporation: NOW, THEREFORE, BE IT RESOLVED that- Miami Shore's Village hereby executes the ICMA Retirement Trust, attached hereto; and BE IT FURTHER RESOLVED THAT THE Village Manager 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 Miami Shores Village, any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. PASSED and ADOPTED this 18th day of September, 1984. cw- Kevin O'Connor Mayor ATTEST: 721, Village er r APPENDIX B I M DECLARATION OF TRUST of ICMA RETIREMENT TRUST ARTICLE I. Name and Definitions ARTICLE It. Creation and Purpose of the Trust;Ownership of Trust Property SECTION 1.1. Name. The Name of the Trust created hereby is the SECTION 2.1. Creation. The Retirement Trust is created and ICMA Retirement Trust. established by the execution of this Declaration of Trust by the Trustees SECTION 1.2. Definitions. Wherever they are used herein, the and the participating Public Employers. following terms shall have the following respective meanings: SECTION 2.2. Purpose. The purpose of the Retirement Trust is to (a) By-Laws. The By-Laws referred to in Section 4.1 hereof, as provide for the commingled investment of funds held by the Public amended from time to time. Employers in connection with their Deferred Compensation Plans.The (b) Deferred Compensation Plan.A deferred compensation plan Trust Property shall be invested in the Portfolios, in Guaranteed established and maintained by a Public Employer for the purpose Investment Contracts and in other investments recommended by the of providing retirement income and other deferred benefits to its Investment Adviser under the supervision of the Board of Trustees. employees in accordance with the provisions of section 457 of SECTION 2.3 Ownership of Trust Property.The Trustees shall have the Internal Revenue Code of 1954, as amended. legal title to the Trust Property. The Public Employers shall be the (c) Guaranteed Investment Contract.A contract entered into by beneficial owners of the Trust Property. M the Retirement Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to f ARTICLE III. Trustees such contract. (d) ICMA. The International City Management Association. SECTION 3.1. Number and Qualification of Trustees. (e) ICMA/RC Trustees. Those Trustees elected by the Public (a) The Board of Trustees shall consist of nine Trustees.Five of Employers who, in accordance with the provisions of Section the Trustees shall be full-time employees of a Public Employer 3.1(a)hereof,are also members of the Board of Directors of ICMA (the Public Employee Trustees) who are authorized by such or RC. Public Employer to serve as Trustee.The remaining four Trustees shall consist of two persons who, at the time of election to the (f) Investment Adviser.The Investment Adviser that enters into a Board of Trustees, are members of the Board of Directors of contract with the Retirement Trust to provide advice with respect ICMA and two persons who,at the time of election,are members to investment of the Trust Property. of the Board of Directors of RC(the ICMA/RC Trustees).One of (g) Employer Trust. A trust created pursuant to an agreement the Trustees who is a director of ICMA,and one of the Trustees between RC and a Public Employer for the purpose of investing who is a director of RC,shall,at the time of election,be full-time and administering the funds set aside by such employer in employees of a Public Employer. connection with its deferred compensation agreements with its (b) No person may serve as a Trustee for more than one term in employees. any ten-year period. (h) Portfolios.The Portfolios of investments established by the SECTION 3.2. Election and Term. Investment Adviser to the Retirement Trust, under the supervision of the Trustees, for the purpose of providing (a) Except for the Trustees appointed to fill vacancies pursuant investments for the Trust Property. to Section 3.5 hereof,the Trustees shall be elected by a vote of a majority of the Public Employers in accordance with the (i) Public Employee Trustees. Those Trustees elected by the procedures set forth in the By-Laws. Public Employers who, in accordance with the provisions of Section 3.1(a) hereof, are full-time employees of Public (b) At the first election of Trustees, three Trustees shall be Employers. elected for a term of three years,three Trustees shall be elected (j) Public Employer.A unit of state or local government,or any for a term of two years and three Trustees shall be elected for a agency or instrumentality thereof, that has adopted a Deferred term of one year. At each subsequent election, three Trustees shall be elected for a ferm of three years and until his or her Compensation Plan and has executed this Declaration of Trust. successor is elected and qualified. I (k) RC. The International City Management Association SECTION 3.3. Nominations. The Trustees who are full-time Retirement Corporation. employees of Public Employers shall serve as the Nominating (1) Retirement Trust. The Trust created by this Declaration of Committee for the Public Employee Trustees. The Nominating Trust. Committee shall choose candidates for Public Employee Trustees in (m) Trust Property.The amounts held in the Retirement Trust on accordance with the procedures set forth in the By-Laws. behalf of the Public Employers.The Trust Property shall include SECTION 3.4. Resignation and Removal. any income resulting from the investment of the amounts so held. (a) Any Trustee may resign as Trustee(without need for prior or (n) Trustees. The Public Employee Trustees and ICMA/RC subsequent accounting)by an instrument in writing signed by the Trustees elected by the Public Employers to serve as members of Trustee and delivered to the other Trustees and such resignation the Board of Trustees of the Retirement Trust. shall be effective upon such delivery,or at a later date according f 1 to the terms of the instrument. Any ie Trustees may be times show th I such investments are a part of the Trust removed for cause, by a vote of a majority of the Public Property; Employers. (h) make, execute, acknowledge, and deliver any and all (b) Each Public Employee Trustee shall resign his or her position documents of transfer and conveyance and any and all other as Trustee within sixty days of the date on which he orshe ceases instruments that may be necessary,or appropriate to carry out the to be a full-time employee of a Public Employer. powers herein granted; SECTION 3.5. Vacancies. The term of office of a Trustee shall (i) vote upon any stock,bonds,or other securities;give general terminate and a vacancy shall occur in the event of the death, or special proxies or powers of attorney with or without power of resignation,removal,adjudicated incompetence or other incapacity to substitution; exercise any conversion privileges, subscription perform the duties of the office of a Trustee.In the case of a vacancy,the rights, or other options, and make any payments incidental remaining Trustees shall appoint such person as they in theirdiscretion thereto; oppose, or consent to, or otherwise participate in, shall see fit(subject to the limitations set forth in this Section),to serve corporate reorganizations or other changes affecting corporate for the unexpired portion of the term of the Trustee who has resigned or securities, and delegate discretionary powers, and pay any otherwise ceased to be a Trustee.The appointment shall be made by a assessments or charges in connection therewith;and generally written instrument signed by a majority of the Trustees. The person exercise any of the powers of an owner with respect to stocks, appointed must be the same type of Trustee (i.e., Public Employee bonds, securities or other property held as part of the Trust Trustee or ICMA/RC Trustee) as the person who has ceased to be a Property; Trustee.An appointment 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 resignation, required in connection with the operation of the Retirement provided that such appointment shall not becomeeffective priorto such Trust,including,but not limited to,contractswith custodiansand retirement or resignation. Whenever a vacancy in the number of contracts for the provision of administrative services; Trustees shall occur, until such vacancy is filled as provided in this (k) borrow or raise money for the purpose of the Retirement Section 3.5,the Trustees in office,regardless of their number,shall have Trust in such amount,and upon such terms and conditions,as the all 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 written instrument amount of such borrowings shall not exceed 30%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 conclusive evidence of the existence of such vacancy. shall be bound to see the application of the money lent or to SECTION 3.6. Trustees Serve in Representative Capacity. By inquire into its validity, expediency or propriety of 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 the operation of 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 properly allocable to the Trust Property SECTION 4.1. General Powers.The Trustees shall have the power to incurred in connection with the Deferred Compensation 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 be 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 properly allocable; a Trustee of any Employer Trust; (n) pay out of the Trust Property all real and personal property (b) enter into a contract with an Investment Adviser providing, taxes,income taxes and other taxes of any and all kinds which,in 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 laws upon, or in respect of, the Trust which the Trust Property may be invested, selection of other Property and allocate any such taxes to the appropriate accounts; investments for the Trust Property and the payment of reasonable (o) adopt,amend and repeal 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 retained by the Investment Adviser; of Trust; (c) review annually the performance of the Investment Adviser (p) employ persons to make available interests in the Retirement and approve annually the contract with such Investment Adviser; Trust to employers eligible to maintain a deferred compensation (d) invest and reinvest the Trust Property in the Portfolios,the plan under section 457 of the Internal Revenue Code, as Guaranteed Investment Contracts and in any other investment amended; 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 specified Portfolios or in a Guaranteed Investment Contract,the Retirement Trust; Trustees of the Retirement Trust shall invest such monies in (r) make loans, including the purchase of debt obligations, accordance with such directions; provided that all such loans shall bear interest at the 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 hereby, without such officers, agents,employees,auditors and attorneys as the liability for interest thereon; Trustees may select,provided that the Trustees may not delegate (f) accept and retain for such time 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 i Trustees hereunder, whether or not such securities or other violate their fiduciary duties; property would normally be purchased as investments here- (t) provide for the indemnification of the officers and 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 hold any investments in separate accounts as are required under,and consistentwith,the bearer form,but the books and records of the Trustees shall at all Deferred Compensation Plan of each Public Employer;and i 2 (v) do all such acts,take all such pro rags,and exercise all SECTION 5.3. Bon i Trustee shall be obligated to give any bond such rights and privileges,although not specifically mentioned or other security for the performance of any of his or her duties herein, as the Trustees may deem necessary or appropriate to hereunder. administer the Trust Property and to carry out the purposes of the Retirement Trust. ARTICLE VI.Annual Report to Shareholders SECTION 4.2. Distribution of Trust Property. Distributions of the The Trustees shall annually submit to the Public Employers a written Trust Property shall be made to,or on behalf of,the Public Employer,in report of the transactions of the Retirement Trust, including financial accordance with the terms of the Deferred Compensation Plans or statements which shall be certified by independent public accountants Employer Trusts. The Trustees of the Retirement Trust shall be fully chosen by the Trustees. protected in making payments in accordance with the directions of the Public Employers or the Trustees of the Employer Trusts without ascertaining whether such payments are in compliance with the ARTICLE VII. Duration or Amendment of Retirement Trust provisions of the Deferred Compensation Plans or the agreements creating the Employer Trusts. SECTION 7.1. Withdrawal.A Public Employer may,at anytime,with- draw from this Retirement Trust by delivering to the Board of Trustees a SECTION 4.3. Execution of Instruments. The Trustees may statement to that effect.The withdrawing Public Employer's beneficial unanimously designate any one or more of the Trustees to execute any interest in the Retirement Trust shall be paid out to the Public Employer instrument or document on behalf of all,including but not limited to the or to the Trustee of the Employer Trust, as appropriate. signing or endorsement of any check and the signing of any applications, insurance and other contracts, and the action of such SECTION 7.2. Duration. The Retirement Trust shall continue until designated Trustee or Trustees shall have the same force and effect as if terminated by the vote of a majority of the Public Employers, each taken by all the Trustees. 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, ARTICLE V. Duty of Care and Liability of Trustees as appropriate. SECTION 5.1. Duty of Care. In exercising the powers hereinbefore SECTION 7.3. Amendment.The Retirement Trust may be amended granted to the Trustees,the Trustees shall perform all acts within their by the vote of a majority of the Public Employers,each casting one vote. authority for the exclusive purpose of providing benefits for the Public SECTION 7.4. Procedure. A resolution to terminate or amend the Employers, and shall perform such acts with the care, skill, prudence Retirement Trust or to remove a Trustee shall be submitted to a vote of and diligence in the circumstances then prevailing that a prudent person the Public Employers if:(a)a majority of the Trustees so direct,or(b)a acting in a like capacity and familiar with such matters would use in the petition requesting a vote, signed by not less than 25%of the Public conduct of an enterprise of a like character and with like aims. Employers, is submitted to the Trustees. 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 ARTICLE VIII. Miscellaneous account or other records of the Retirement Trust,upon the opinion of SECTION 8.1. Governing Law.Except as otherwise required by state counsel, or upon reports made to the Retirement Trust by any of its or local law,this Declaration of Trust and the Retirement Trust hereby officers,employees or agents or by the Investment Adviser or any sub- created shall be construed and regulated by the laws of the District of investment adviser, accountants, appraisers or other experts or Columbia. consultants selected with reasonable care by the Trustees,officers or employees of the Retirement Trust.The Trustees shall also not be liable SECTION 8.2. Counterparts. This Declaration may be executed by for any loss sustained by the Trust Property by reason of any investment the Public Employers and Trustees in two or more counterparts,each of made in good faith and in accordance with the standard of care set forth which shall be deemed an original but all of which together shall in Section 5.1. constitute one and the same instrument. 3