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HomeMy WebLinkAboutRes 34-87 11/17/1987 RESOLUTION NO. 1.4-R7 A RESOLUTION TO APPROVE THE DECLARATION OF TRUST OF THE ICMA WHEREAS, the Village of Mount Prospect (hereinafter referred to as "Employer") has employees rendering valuable services, and WHEREAS, the establishment of a deferred compensation plan for such employees serves the interests of the Employer by enabling it to provide reasonable retirement security for it employees, by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel, and WHEREAS, the Employer has determined that the establishment of a deferred compensation plan to be administered by the lCMA Retirement Corporation serves the above objectives; and WHEREAS, the Employer desires that the investment of funds held under its deferred compensation plan be administered by the lCMA Retirement Corporation, and that such funds be held by the lCMA Retirement Trust, a trust established by public employers for the collective investment of funds held under their deferred compensation plans and money purchase retirement plans. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Employer, having previously adopted the ICMA Deferred Compensation Plan, does hereby authorize execution of the Declaration of Trust of the ICMA Retirement Trust, as attached hereto and hereby made a part hereof as Exhibit itAii. SECTION TWO: That the Director of Finance of the Village of Mount Prospect shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the lCMA Retirement Corporation and/or the ICMA Retirement Trust, and shall cast, on behalf of the Employer, any required votes under the program. The administrative duties stated herein may be assigned from time to time. SECTION THREE: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: Arthur, Floros, Murauskis, Van Geem, Wattenberg NAYS: None ABSENT Fårley PASSED and APPROVED this 17th day of November, 1987. /¡} £ .. iJ L/û leu~. If je-( t:JL~-><- Carolyn <, . Krause Hayor ATTEST: -~#t eY ~4/ Carol A. Fields Village Clerk ¿N.'.'... . . APPENDIX B DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE I. NAME AND DEFINITIONS Section 1.1 Name: The Name 01 the Trust. as amerÍded and restated hereby, is the ICMA Retirement Trust. Section 1.2 Definitions: Wherever they are used herein, Ihe foI1owing terms sha1l 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 01 providing retire- ment income and oIher deferred benefits 10 its employees in accordance with the provisions 01 section 457 of the Internal Revenue Code 01 1954, as amended. (c) Employees. Those employees who participate in Qualified Plans. (d) 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 Compen- sation agreements with its employees or in connection with its Qualified Plan. (e) Guaranteed Investmenl Contract. A contract entered into by the Retire- ment Trust with insurance companies that provides for a guaranteed rate of return on investments made pursuant to such cbntra.ct. (I) ICMA. The International City Management Association. (9) ICMAIRC Trustees. Those Trustees elected by the Public Employers who. in accordance with the provisions 01 Section 3.1(a} hereof, are also mem- bers of the Board of Directors of ICMA or RC. (h) Investment Advise[ The Investment Adviser that enters into a contract with the Retirement Trust to provide ad'llice with respect to investment of the Trust Property. (i) Portfolios. The Portfolios of investments established by the Investment Adviser to the Retirement Trust, under the supervision of the Trustees. lor the purpose of providing investments for the Trust Property. ill Public Employee Trustees. Those Trustees elected by the Public Employers who, in accordance with the provisions of Section3.1(a) he roof. are full-time employees of Public Employers. (1<) Public Employer Trustees. Public Employers who serve as trustees of the Qualified Plans. (1) Public Employet A unit of state or local government, or any agency or instrumentality thereof. that has adopted a Deferred Compensation Plan or a Qualified Plan and has executed this Declaration 01 Trust. (m) Qualified Plan. A plan sponsored by a Public Employer for the purpose 01 providing retirement income to its employees which satisfies the Qualifi- cation requirements of Section 401 of the Internal Revenue Code. as amended. (n) RC. The International City Management Association Retirement Corpo- ration. (o) Retirement TruŠt. The Trust created by this Declaration of Trust. (p) Trust Property. The amounts held in the Retirement Trust on behalf of the Public Employers in connection with Deferred Compen$éìtion Plans and on behalf of the Public Employer Trustees for the exclusive benefit of Employees pursuant to Quali. fied Plans. The Trust Property shall include any income resulting from the invest. ment of the amoontsso held. (q) Trustees. The Public Employee Trustees andlCMAlRC Trustees elected by the Public Employers to selVe as members of the Board of Trustees of the Retirement Trust. ARTICLE If. CREATION AND PURPOSE OF THE TRUST; OWNERSHIP OF TRUST PROPERTY Section 201 Creation: The Retirement Trust is created and established by the execution of this Declaration of Trust by the Trustees and the 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 connec- tion with their Deferred Compensation and Qualified Plans. The Trust Prop- erty 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. No part of the Trust Property will be ìnvesIed in securities issued by Public Employers. Section 203 Ownership of 1hIst Property: The Trustees shall have lega!. tiUe 10 the Trust Property. The Public Employers shall be the beneficial owners of the portion 01 the Trust Property aliocable to the Defefred Compensation Plans. The pornon o! the Trust Property allocable to the Qualified Plans shall be held for the Public Employer Trustees for the exclusive benefit 01 the Employees. ARTiCLE III. TRUSTEES Section 3.1 Number and Qualification of Trustees. (a) The Board 01 Trustees shall consist 01 nine Trustees. Five of the Trustees shall be full-1ime 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 01 Directors of ICMA and two persons who. at the time 01 election, 8re members ot the Board of Directors of RC (the ICMAIAC Trustees). 0f1e 01 the Trustees who is a director o! ICMA, and one of the Trustees who is a director of RG, shall, at the time of ejection, be lull-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. (9) Except lor the Trustees appointed to fill vacancies pursuant to Section 3.5 hereof. the Trustees shall be e!Ê!cted by a V'OIe of a majority of the Public Employers in accordance with the procedures set forth in the By-Laws. ..':' (b) />J. the first ~ection of Trustees, three Trustees shall be elected for a term oIlh...ee years, three Trustees shall be elected for a term of two years and three Trustees shall be elected lor a tem¡ 01 one yea~ />J. each subsequent election, three Trustees shall be elected lor a term 01 three years and untìl his or her successor is ejected and qualified. ;ectlon 3.3 Nominations: The Trustees who are full-time employees 01 PubHc Employers shall serve as the Nominating Committee lor the Public Employee Trustees. The Nominating Canmiltee shall choose candidates for Pubiic Employee Trustees in accordance with the procedures set forth in the By-Laws. lection 3.4 Resignation and RemCMBI. (8) Arr.¡ Trustee may resign as Trustee (without need for prior or SlIbsequent accounting) by an instrument in writing signed by the Trustee and delivered \0 the other Trustees and such resignation shall be effective upon such deiivery, or at a later date according to the terms 01 the instrument. Arry 01 the Trustees may be remwed lor cause. by Ii vote 01 a majority 01 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 shan terminate and a vacancy shàll occur in the event of the death, resignation. removal. adjudi- cated 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 shall see fit (subject to the limitations set forth in this Section). to serve for the unexpired portion of the term 01 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 per- son appointed must be the same type of Trustee (i.e., Public Employee Trus- tee or ICMAJRC 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 iii later date by reason á retirement or resignation,prtlYided thai such appoint- ment shalf not became effective prior to such retirement or resignation. When- ever a vecancy in the number of Trustees shall occu~ until such vacancy is filled as provided in this Section 3.5, the Trustees in office, regardless of their number, ¡¡hall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the !fustees by this DecJaration. A written instru- ment certifying the existence of such vacancy signed by a majority of the li'ustees shan be conclusive evidence of the existence of such vacancy, Section 3.6 1hJstees Serve In Representative CapllCity: By executing this Declaration, each Public EmplCfýer agrees that the Pubiic Employee Trustees elected by the Public Employers are authorized to act as agents and represen- tatives of the Public Employers collectively. ARTICLE:: IV. POWERS OF TRUSTEES Section 4.1 General Powere: The Trustees shall have the pcrwer to conduct !he business of the 1i\Jst and to carry on its operations. Such )C'IIo1!r shall include. but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers, Public Employer Trustees or other Trustee of any Employer T~st: (b) enter into a contract with an Investmen1 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 ct other investments for the Trust Property and the payment ct reasona- ble fees to the Investment Adviser and to any sub-investment adviser retained by the Investment Adviser; (c) reviEfH annually the performance 01 the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest !he Trust property in the Portfolios. !he Guaranteed lmarest Contracts and in any other irr.oestment recommended by the Investment Adviser, but no! irdudingseculities issued by Pubiic Employers. prtIYided Ihat if a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (8) 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 01 the Retire- mem Trust created hereby, without liability for interest Ihereon; (I) accept and retain for such time as they may deem advisable any securi- ties or other property received or acquired by them as Trustees hereunder. whether or no! such securities or other property would normally be purchased as investments hereunder; (g) cause any securities or other property heid as part of the Trust Property to be registered in !he name of the Retiremem Trust or in the name of a nomi- nee, and to hold any investments in bearer form, but the books and records á the Trustees shall at all times show that all such investmen1s are a part of the 1fust Property; (h) make, execute. acknowledge. and deiiver any and all documents of trans- fer and conveyance and arr.¡ and all other instruments that may be necessary or appropriate to carry out the pcrwers herein granted; (i) vote upon any stock, bonds. or other securities; give general or special proxies or powers of attorney with or without power 01 substitution; exercise any con- version privileges, subscription rights, or other options, and make arr.¡ pay- ments incidental thereto; oppose. or consent to. or otherwise participate in, corporate reorganizatíons or other changes effecting ccrporate securities. and delegate discretionary powers. and pay any assessments or charges in con- nection therewith: and generally exercise arTy of the powers of an owner with respect \0 stoc!<.s, bonds. securities or other property heid as part of the Trust Property: (¡) enter into contracts or arrangements for goods or services required in con- nection with the operation 01 the Retirement li'ust. including, but noIlimited to. contra.cis with custodians and contracts for the provision of administrative services; (k) borrow or raise money for the purposes of the Retirement Trust in such amount, and upon such terTT1S and conditions. as the Trustees shall deem advis- able. provided that the aggregate amount 01 such borrowings shall not exceed 30% of the value a the Trust Property. No person lenç ing money to the Trustees shall be bound to see the application of the money lent or \0 inquire into its validity, expediency or propriety of arr.¡ such borrowing; Q) incur reasonable expenses as required for the operation 01 the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly aUocab1e to the Ttust Property incurred in connec- tion with the Deferred Compensation Plans. Quatified Plans. or 1he Employer Trusts and deduct such expenses from that portion of the Trust Property 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 arr.¡ 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 arr.¡ such taxes to the appropriate accounts; (0) adopt, amend and repeal the By-laws, provided that such By-Laws are at aU times consistem with the terms of this Declaration of lfust; (p) emplOy persons to make available interests in the Retirement Trust to employers e~gible to maintain a Deferred Compensation Plan under Section 457 or a Qualified Plan under Section 401 of the Internal Revenue Cede, as amended; (q) issue the Annual Report of the Retirement Trust. and the disclosure docu- ments and other literature used by the Retirement Trust: (r) make loans, including the purchase of debt obligations, provided that al1 SlIch loans shall bear interest at the current market rate: (s) contract lo~ and delegate arr; powers granted hereunder to. such officers, agents. employees, auditors and attorneys as the Trustees may setect, prcMded that the Trustees may not delegate !he powers set forth in paragraphs (b), (c) and (0) of this Section 4.1 and may not defegate arTy powers if SlIch delega- tion would violate their fiduciary duties; (I) provide lor the indemnification of the officers and rustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain boo~ and records. including separate accounts for each Public Employe~ Public Employer Trustee or Employer Trust and such additional sep- arate accounts as are required unde~ and consistent with, the Deferred Com- pensation or Qualified Plan Of each Public Employer: and (v) do all such acts, take all such proceedings. 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 1fust. , . dm." Section 4.2 DIstribution of "ItustPmperty: Distributions 01 the Trust Prop- erty shall be made to. or on behalf of. the Public Employer or Public Employer Trustee. in accordance with the terms of the Deferred Compensation Plans, Qualified Plans or Employer lfusts. The Trustees of the Retirement Trust shall be fuHy protected in making payments in accordance with the directions of !he Pubfic Employers, Publìc Employer liusIees or other Trustee d the Employer Trusts withou1 ascertaining wt1e1her such payments are in compliance with the provisions 01 the Deferred Compensation or Qualified Plans. or the agreemerns creating the Employer Trusts. Section 4.3 execution of Instruments: The Trustees may unanimously designate any one Of more of the Trustees to execute any instrument or docu. menton behalt.d aU. including but not limited 10 the signing or endorsement of any check and the signing of any applications, insurance and other con. tracts. and the action of such designated Trustee or Tru$tees shall have the same taroe and effect as if taken by all the Trustees. ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES SectIon 5.1 Duty of Care: In exercising the powers hereinbefore granted to the Trusjees. the Trustees shall perform all acts within their authority lor the exclusive purpose of providing benefits for the Pubtic Employers in connec. tion with Deferred Compensation Plans and Public Employer Trustees pursuant to Qualified Plans, and shall perform such acts with the care. skill, prudence and ditigencein the circumstances then prevailing that a prudent person act- ing in a like capacity and lammar with such matter$ would use in the conduct of an enterprise of a like character and with like aims. Section 5.2 UabfJlty: The Trustees shaH not be liable for any mistake of judg- ment or other action taken in good faith, and lor any action taken Of omitted in reliance in good faith upon the bookS of account or other records ot the Retirement Trust, upon the opinion of counsel. Of upon reports made to the Retirement Trust by any 01 its officers. empfoyees or agents or by the Invest- ment Adviser or any sub-investment advise~ accountants, appraisers or other experts Of consultants selected with reasonable care by the Trustees, offiœrs or employees 01 the Retirement Trust. The Trustees shall also not be liable for any loss sustained by the Trust Property by reason of any investment made ¡ngood iaíth and in accoroance wí!h the standard 01 care set forth in Section 5.1. Section 5.3 Bond: No Trustee shall be obligated to give any bond or other security lor the performance of any of his Of her duties hereunder. ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS The Trustees shall annually submit to the Public Em~ and Public Employer Trustees a written report 01 the transactions 0I1!'Ie Retirement Trust. including finan- cial statements which shall be certified by independent public accountants cho- sen by the Trustees. ARTICLE VII. DURATION OR AMENDMENT Of RETIREMENT TRUST Section 7.1 WIthdrawal: A Public Employer or Public Employer Trustee may. at any lime. withdraw from this Retirement Trust by delivering to the Board 01 Trustees a written statement of withdrawaJ. In such statement, the Public Employer or Public Employer Trustee shall acknowledge that the Trust Prop- erty allocable to the Public Employer ìs derived Irom compensation deferred by employees 01 such Public Employer pursuant to ils Deferred Compensa- tion Plan or from contributions to the accounts of Employees pursuant to a Qualified Plan, and shall designate the financial institution to which such property shall be transferred by the Trustees 01 the Retirement Trust or by the Trustee of the Employer Trust. Section 702 Ollll'8tlon: The Retirement Trust shall continue until terminated by the vole of a majority of the PubliC Employers, each casting one vole. Upon termination, all of the Trust Property shall !)e paid 001 to the Public Empioyers, Public Employer Trustees or the Trustees aI the Employer Trus1s, as appropriate. Section 7.3 Amendment: The Retirement Trust may be amended by the vole of a majority of the Public Empioyers, each casting one vote. Section 7.4 Pfocedure: A resolution to terminate or amend the Retirement Trust or to remove a Trustee shall be submitted to a \de 01 the Public Employers if: ~} a majority of the Trustees so direct, or; (ii) 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 1..8w: Except as otherwise required by 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 802 Counterparts: This Declaration may be executed by the Public Employers and Trustees in two or more counterparts, each 01 which shall be deemed an original but at! of wt1ich together shan constitute one and the same instrument. .