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HomeMy WebLinkAboutCity Council Resolution 1988-464CITY OF PLYMOUTH Pursuant to due call and notice thereof, a_ regular mc-*�?ting of the City Council of the City of Plymouth, Minnesota was held on the._._ 1st ___day of August 1988. The following were present-: May Qr Schneider, Councilmembers Vasiliou. Ricker, Zitur and Sisk The following members were absent: None *t* Councilmember Sisk introduced the following Resolution and moved its adoption: RESOLUTION NO. 88-464 DESIGNATING ICMA RETIREMENT TRUST WHEREAS, The City of Plymouth has employees rendering valuable services; and WHEREAS, the establishment of a deferred compensation plan for such employees serves the interests of the City of Plymouth by enabling it to provide reasonable retirement security for its employees by providing increased flexibility in its personnel management system, and by assisting in the attraction and retention of competent personnel; and WHEREAS, the City of Plymouth has determined that the establishment of a deferred compensation plan to be administered by the ICMA Retirenent Corporation serves the above objectives; and WHEREAS, the City of Plymouth desires that the investment of funds held under its deferred ccz nation plan be administered by the ICMA Retirement Qorporation, and that such funds be held by the ICMA Retirement Trust, a trust established by public employers for the collective investment of funds held tinder their deferred compensation plans and money purchase retirement plans; NOW THEFWM HE IT RESMVED that the City of Plymouth hereby executes the Declaration of Trust of the ICMA Retirement Trust, attached hereto as Appendix B. BE IT FUR14ER RESOLVED that the Finance Director shall be the coordinator for this program and shall receive necessary reports, notices, etc. from the ICMA Retirement Corporation or the ICNK Retirement Trust, and shall cast, on behalf of the City of Plymouth any required votes under the program. Administrative duties to carry out the plan may be assigned to the appropriate departments. The motion for the adoption of the foregoing Resolution was duly seconded by Counci member Zitur and upon vote being taken thereon, the following voted in favor thereof Mayor Schneider, Counc.ilmembers Va_siliou, Ricker, Zitur and Sisk The following voted against or abstained: None _ Whereupon the Resolution was declared duly passed and adopted. APPENDIX B DECLARATION OF TRUST OF ICMA RETIREMENT TRUST ARTICLE 1. NAME AND DEFINITIONS (o) Retirement Trust The Trust created by this Deaarafion of Trust. Section 1.1 Name: The Name d the Trust. as amended and restated hereby. is tee ICMA Retirement Trust. Section 1.2 Definitions: Wherever they are used hereon, the fogowvng terms shag have the loilowutg respective meanings: (a) Byd,ws. The By-laws Melted to in Semon 4.1 hereof. as amended trom time to time, (b) Delweed Compensation Plan. A dekried canpensation plan established and maintained by a Public Emplvper for the purpose of providing retire- ment income and other deferred benefits to tts ernployses in accordance wit to pronatis of section 457 of tel Internal Revenue Code of 1954. O s amended. (C) Employees. Those employees who participate in OuakAed Plans (d) Employer Trutt. A Inlet Created pursuant to an agreement between RC and a Pubic Employer lir the purpose of investing and adrrtrnstering the krrhds set aside by such Employer in connection with its Deferred Comoen- salion agreenwts with fb employees cr in connection ion with As Qualified Pian (e) Ghrenntaed Investment Comma. A contract entered into by the Retire. menl Trust with insurance companies that provides for a guaranteed rate d mum on irwesurfents made pursuant to such contract. (1) ICMA. The International City Management Association. (g) ICMAIRC 9uthas. Those llustees elected by the Public Employers wha N accordance with the provisions d Section 3.1(a) hand. are also mem. bars of the board of Directors of ICMA or RG psi lrnatment Advice( The kweatimen Adviser that enters into a contract with the Rwoment Trust to provide &dote with respect to investment at the Tina( Property. 0) Portfolios The Porttoioe d irttrestments established by the Irwa, ent Adviser to the Rewemert Trust, under the toper Aston of the Trustees for the purpose d providing investments for the Trust Property. Pubftc Employee Tiuslaes Those Trustees elected W me Pudic Empfoyers who. in accordance with the provisions of Section al(a) hereof. are full-time *fit es of Public Enlployen (k) Public Employer Thoees Pudic Empioyers who serve as trustees of the Ounow Plans 1) Public Employer. A wit at state or local government or any agency or instrumentality thered, that has adopted a Oelened Compensation Plan or a Ouahftd Plan and has-encuted this Declaration of Trust. (m) Ouakfied Ptam A plan sponsored by a Public Employer for the purpose d providing retirement income 10 its employees which satisfies the qualifi- cation requirsrtronts d Section 401 of the Internal Revenue Code as srmanded. (n) RC. The International City Management Association Retirement Corpo ration. (p) Truer Property. The amounts held in the Retirement Trust on behalf of the Public Employers in connec:ton vnth Deferred Compensation Plans and on behalf of the Public Employer Trustees for the exclusive benefit of Employees pursuant to Ouat - fed Plans. The Trust Property shall include any income resulting from the rover. ment of the amounts so held. (Q) Trustees The Pudic Employee Trustees and ICMAIRC Trustees elected by the Public Employers to save as members of the Board of Trustees of the Retirement Trust. 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 tel Trustees and the Public Employers. Section 2.2 Purpose: The purpose at the Retirement Trust is to provide for the commingled intrestment of funds held by the Public Employers in cannec- bon with their Defatted Compensation and Oualif ed Plans. The Trust Prop eny shag be invested in the Pontdios, in Guaranteed Investment Contracts and in other investments recommended by the Irnestment Adviser under the supervision d 7te Board d Trustees No part d the Trues Property will be invested in securities issued by Public Employers Section 2.3 Ownership of Tfrust Property: The Trustees shall have legal title to the Trust Property. The Public Employers shy be the beneficial owners of the portion of the T►uat Property allocable to this 0o rred Compensation Plans. The porton of the That Property allocable to the Oualiged Plans shall be held for the Pudic Employer Trustees lir IN exclusive bertefit of the Employees. ARTICLE III. TRUSTEES Section 3.1 Number and Ousllflcation of Trustees. (a) The Board of Trustees shall consist of nine Trustees. Five of the Trustees shag be full-time employees of a Pudic Employer (the Public Employee Trustees) who are authonxed by such Public Employer to serve as Trustee The remaining feu Trustees shay consist of two persons who. at the time of election to the Board of Trustees. are members of me Board of Drre=ts of ICMA and two persons who. at The time of election. are members of the Board of OLreaors of RC (me ICMAIRC Truslaesl One d the Tnaem who is a dreCtOr of ."A, and one of the Trustees who is a director of RC, stein. at the time cf 4ecuon. be full-time employees of a Public Empfoyer. (b) No person may serve as a Trustee for more than one term in any ten-year period. Section 3.2 Election and Tenn. (a) Except for the Trustees appointed to Nn vacancies wrsuart to Section J 5 hereof, the Trustees shag be elected by a was of a marorty of the Public Employers in accordance with the procedures set lonh on the By-tzws (b) Al the first wecdon of Trustees three Trustees shall be Erected for a term of three years. three Trustees shall be elec:ed for a term of two years and three Trusloes shall be eleC.ed 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 arta qualified. ieatlon 3.3 Nominations: The Trustees who are full-time employees of P-jiblic Emoloyers shall serve as the Nominating Committee for the Public Employee Trustees The Nominating Commraee shah choose candidates for Pude Employee Trustees in accordance with the procedures sol forth in the By-laws lection 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 Trustee and delivered to the other Trustees and such resignation shag be effecuvr. uPt:n such delivery. or ata later date according to the terms of the instrume:ht A,ny d the Trustees may be removed for cause, by a vote of a majority of the Public Employers (b) Each Public Employee Trustee shag resign his or her position as Trustee within stay days of the date on which he or she ceases to be a hli-time employee d a Pubic Employer. Section 3.5 Vacancies: The term of office or a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation. removal. adjudi- cated incompetence or other incapaaty to perform the duces of the office at a Trustee In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shag 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 nnigned or otherwise ceased to be a Trustee The appointment shag be made by a written instrument signed by a majority of the Trustees The per. son appointed roust be the same type of Trustee (i.e., Public Employee Trus- We rustee or ICMAJRC Trustee) as the person who has ceased to be a Trustee. An appointment of a Trustee may be made in arWpabon ol a vacancy to occur at a low date by reason of retimrnert or resignation, provided Gut such appan- mort ship not become eeectwe prior to such retirement or ra3ngnatron. When ever a vacancy in the number of Trustees shag occur, until such vacancy is ased as provided in this Section 3S. the %stat s in office, regardless of their number, shall haus aN the powers granted to the Trustees and shag discharge all the duties imposed upon Me Trustees by this Declaration. A written instru• mens certifying the existence of such vacancy signed by a matonty, of the Trustees shell be conclusive evidence of the existence of such vacancy. Section 3.5 Trustees Servs In Representative Capacity: By executing Gtis Declaration, each Public Employer agrees that lite Public Employee Trustees elected by the Pubic Employers are authonzed to act as agents and represen- tatives at the Public Employers collectivelyr. ARTICLE IV. POWERS OF TRUSTEES Section 4.1 General Powers: The Trustees ihaN have the power to conduct M buwn of Gu Trym and to wry an a operation Such power shag irruude but shah not be limited to the power to: (a) receive the Trutt Property, from the Public Employers, Pudic Employer Trustees or other Trustee of any Employer Trust; v (b) arson into a contract with an ItivestmeM Adviset providing, among other Ghingtt fw @u establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may tie invested stslecbon at other Investnents lex the Trust Properly, and the payment of reason. ble hes to the Investment Adviser and to any sub -investment adviser retained by the Investment Adviser, (c) review annually the performance at the Investment Adwser and approve snnuaNy the contract wiM such Investment Adviser: (d) invest and reinvest the Trust Property in the Poxtfdios the Guararteed Irwerest COrtracta and in any other investment mcommended by the Irvewnen: Adviser. W not in ludng securities issued by Public Employers. vaiided that it a Pubic Employer has directed that res monies be invested in specified Portfolios or in a Guaranteed i vestmern Contract. the Trustees of the Retirement Trust snail invest such monies in accordance with such directions: (e) keep such portion of the Trust Property, in cash on cash balances as the Trustees, tram time to time, may deem to be in the best interest of the Retire- ment Trust created hereby, without liability for interest therecn; (f) accept and retain bit such time as they may deem advrsal�ie any seCJn ties or Omer prooeny received ^r aczuwred t.y them as Trustees hereuncer. whether or nor such secUmres a otmer property would normally be purcha-red as investments hereunder. (g) cause arty, seruntres 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 nomi- nee, and to hold arty investments in bearer form. but the booKs and records of the Trustees snail at all times snow that all such investments are a part of Rhe Trust Property: (h) make, execute acknowledge and deliver any and all documents at trans- fer and conveyance and any and an other instruments that may be necessary or aopropnate to carry out the powers herein granted: 0 vote upon any stock, bonds or over securmeS: give general or speoal proxies or powers of attorney with or without power of substitution; exercise any con+ version pnvhleges, subscription rights- or other option& and make any pay- ments incidental thereto: opposa or consent to or otherwise panic:pare in, corporate reorganizations or other changes affecting corporate secumies and delegate discretionary powers and pay any assessments or charges in con- nection thereietirh and generally exercise any or the powers of an owner writh respect to stocks borros securities or other property Field as part of the Trust Property: p) enter into contracts o• arrangements for goods or services required in con- neCtion with the operation �! t.".2 Retirement Trust, including. but not 6mrted 10 contracts with custodians and contracts for the provision of admrrvstratrve services: (k) borrow or raise money for the purposes of the Retirement Trust in such amount, and upon such terms and condt6onr, as the Tuaae6 shat deem saws - able. provided that Ina aggregate amount at such bonow inp shah not exceed 30% of the value of the Trust Property No person hn.*V money to the Trustees tlhaa be bound to see the appicabon of one money lent or to inpure into its val". expediency or propriety of any such bon wing; M incur reasonable expenses as required for the operation of the Retirement Trust and deduct such expenses from Gee Trust Property! (m) pay expenses property agocablt to the Trust Property incurred In connec- tion with the Deterred Compensation Plans, Qualified Plana or Gia Employer Trusts and deduct such expenses hum that p~ of the lug Property to whom such expenses are property allocable: (n) pay out of the Trust Property all real and personal property, taxes. income WRs and other taxa of any and as kinds which. in the option of the Trustees am property levied. or assessed under exisong or future laws upon, or in respect of. the Trust Property and allocate any such Mies to the appropriate accounts; (o) adopt, amend and repeal the Sy taws. provided Gnat such By -Laws are at all times consistent wrth the terms of on DeWraedn of Trust (p) employ persons to make available interests in the Retirement Trust to employers efrgible to maintain a Dshrred Compenssbon Plan under Section 457 or a Qualified Plan under Section 40t to the Internal Rover" Code as amended: (a issue the Annual Report of the Retirement Trutt, and the disclosure docu- ments arta other literature used by the Rrabremarif Trust; (r) make loans, mckrdin g the pumAsse d debt obkgatiorn provided that all such loans Shan bear Interest at the current manrat rale; (s) contract for. and delegate any powers granted hereunder to such officers, agents. employees auditors and aRorneys as the Trustees may select. provided mat the Trustees may not delegate the powers set font in paragraphs (b). (c) and (o) of this Section 41 and may rot delegate any powers if such delega- bon would violate their fiduciary dales; P) provide for the indemnfication of the offhcars and Trustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain books and record& irciudrng separate accounts for each Public Employer. Pude Employer Trustee or Employer Trust and such additional sep- crate accounts as are required under, and conrsrsstent with. the Deterred Com- pensation or Qualified Plan of each Pudic Employer; and (v) do all such acts, take ail such proceedings, and exercise all such rights and pmnlegeS aahougn not specifically mentioned herein. as the Trustees may deem necessary or approonate to administer the Trust Property and to carry out the purposes of the Retirement Trust Section 4,2 Distribution of Trust Property: Disinbutron� of the Trust Proo arty snail be made to. or on behalf of. the Pubo. Emoloyer or Public Employer 10 Trustee, in accordance wfth the terms of the Deferred Compensation Plans. Oualified Plans or Employer Trusts The Trustees of the Retirement Trust snail be fully protected in making payments in accordance with the directions of the Pudic Employers Pudic Employe+ Trustees or Other Trustee of the Emoiovw Trusts without ascenainvng whether such payments are in compliance with the provisions of the Deterred Compensation or Qualified Plans, or the agreements creating the Empbyer Trusts. Section 4.3 Execution of Instruments: The Trustees may unanimously designate any one or more of the Trustees to execute any instrument or docu- ment on behalLd all. including but not limited to the signing or endorsement of any check and the signing of arty applications. insurance and other con- tracts and the action of such designated Trustee or Trustees shall have the 'lame force and effect as if taken by all the Trustees ARTICLE V. DUTY OF CARE AND LIABILITY OF TRUSTEES Section 5.1 Duty of Carl: In exercising the powers hereinbefore grantee to the Trustees. the Trustees shall perform all acts within their authonty for the exclusive purpose of providing benefits for the Public Employers in connec• non with Deferred Compensation Plans and Pudic Employer Trustees oursuarn to Qualified Plans. and snail perform such acts with the CaM Skill, prudence and diligence in the circumstances then prevailing that a prudent person act ing in a like capacity and familiar with such matters would use in the conduct of an enterprise at a tike character and with like aims. Section 5.2 Liability: The Trustees shall not be liable for any mistake of ludg• ment or other action taken in good faith, and tot any anion taken or omitted in reliance in good faith upon the booia all account or other records of the Retirement Trust, upon the opinion of counsel, or upon moons made to the Retirement Trust by any of its officers, employees of agents or by the invest- IDment Adviser or any sub-irivestment adviser, accountants, appreilers 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 islet and in accordance with the standard of care int fofVn in Section 51. Section 5.2 Bond: No Trustee shall be obligated to give any bond or other security for the perlormance of arty of his or her duties hereunder ARTICLE VI. ANNUAL REPORT TO SHAREHOLDERS The Trustees snail anrw,aily submri 10 the Pubiic Employ+ fs aro Pudic Emvow- Trustees a writer, reporl of the !rar*s.a 4y -s at 7+e Aelifernent Inst incudrng finan tial statements which Shall be ceftified by, -ndependenl pudic accountar-ts ch& sen by the Trustees, ARTICLE VII. DURATION OR AMENDMENT OF RETIREMENT TRUST Section 7.1 11VIIhdravral: A Pudic Employer or Public Employer Trusfee may at any time. withdraw from this Retirement Trust try dekvenng to the Board of Trustees a written statement of withdrawal In such statement, the Pubic Employer or Public Employer Trustee shall acknowledge that the Trust Prop arty allocable to the Pudic Employer is derived from compensation deferrer by employees of such Public Emofoyef pursuant to its Deferred Compensa tan Plan or from contributions to the accounts of Employees pursuarn to a Qualified Plan. and snap designate me firtancu l irymlution to which such pro fx—^ shall be transferred by the Trustees of tie Retirement Trust or by the Truste of the Employer Trust. Section 7.2 Duration: The Retiremend Trust shall continue until tem+mate^_ by the vote of a map -my of the Pubic Employers, each casting one vote Upcn termination. all of the Trust Property snail be pard otx 10 the Pubic Empioyefs Pudic Employer Trustees or the Trustees of the Employer Trusts as aporoorwe Section 7.3 Amendment: The Retirement Trust may be amiencled by the ecce of a malonty due Puck Employers. each casing one vote Section 7.4 Procedure: A resolution to terminate or amend the Retirement Trust or to remote a Trustee shad be submitted to a vote of the Public Employers it f1 a mallorify, of the Trustees so direct. or, (ii) a petition reouesling a vote signed by not less than 25% d the Public Employers. is submitted to the Trustees ARTICLE Vill. MISCELLANEOUS Section 8.1 Governing Law: Except as atnerwise required by elate or locaf law, this Declaration of Trust and the Retirement Trust hereby created small be construed and regulated by the taws at the Distinct of Columbia. Section 8.2 Counterparts: This Dectuation may be executed bV the Pubic Employers and Trustees in two or more counterparts, each of which Shan be deemed an original but all of inch together shots constitute one and the same inssniment.