POWERS AND DUTIES OF THE BOARD OF TRUSTEES. The BOARD shall have the following powers and duties to: (1) Annually elect a chairman and vice-chairman. Each officer shall serve until his or her successor is elected, subject to maintaining status as an eligible elected official. (2) Admit or expel MEMBERS, or to condition continued participation in the PROGRAM, in accordance with this Agreement. (3) Establish procedures for determining contribution amounts and authorizing payment procedures for MEMBERS. (4) Establish the insurance and risk management program design. (5) Provide for selection of all personnel and contractors necessary for the administration of ICRMP, including the appointment of an Executive Director to supervise the business of the PROGRAM and carry out other functions delegated by the BOARD. (6) Establish a schedule for BOARD meetings. (7) Exercise all powers of ICRMP, except powers reserved to the MEMBERS. (8) Prepare, adopt and oversee ICRMP’s budget. (9) Receive reports concerning PROGRAM activities and to make reports to the MEMBERS. (10) Provide for underwriting, claims and loss control procedures. (11) Provide for the investment and disbursement of funds. (12) Enact resolutions establishing procedures governing its own conduct and the powers and duties of its officers, not inconsistent with this Agreement and applicable provisions of law. (13) Provide to MEMBERS an annual report of operations and financial affairs. (14) Form committees and advisory panels; and to provide other services as needed by ICRMP. The BOARD shall determine the method of appointment and terms of members of committees and advisory panels. (15) Submit to MEMBERS an amended JPA upon adoption and at the date of periodic renewal, or otherwise, for re-adoption, express acceptance or payment of a member contribution by MEMBERS. (16) Dissolve ICRMP when BOARD action is accompanied by a two-thirds (2/3) vote of the entire then-current MEMBERSHIP, provided that a notice of intent to dissolve ICRMP shall be given to the Director of the Department of Insurance of the State of Idaho at least ninety (90) days prior to the proposed effective date. Like notice of such intent shall be provided to all MEMBERS at least thirty (30) days before any such vote regarding dissolution in compliance with title 41, Idaho Code and other applicable statutes. Assets remaining after discharge of its indebtedness and policy obligations, the return of any surplus made as provided in Idaho Code §41-2916, and the return of any unused premium, savings or credits then standing on subscribers’ accounts, shall be distributed to its subscribers who were such within the twelve (12) months prior to the last termination of its certificate of authority, according to such reasonable formula as the director may approve pursuant to Idaho Code §41-2928. (17) Appoint or remove appointed or non-voting ex-officio members of the BOARD (18) Do or delegate all acts necessary and proper for the implementation of this Agreement.
Appears in 1 contract
Sources: Joint Powers Subscriber Agreement
POWERS AND DUTIES OF THE BOARD OF TRUSTEES. The BOARD 7.1 Subject always to the terms of the Sponsors Agreement, this Administration and Trust Agreement and the Plan Text, the Board of Trustees is hereby given the power and authority at any time and from time to time to administer and operate the Plan and the Trust Fund in such manner as they determine. Without in any way limiting the generality of the foregoing, and for greater certainty, the Board of Trustees has the power and authority:
(a) to administer the Plan and, in accordance with the Funding Policy, to amend the Plan Text from time to time;
(b) to adopt such terms of reference, procedures, policies, rules or regulations, necessary for the carrying out of the Trustees’ trusts, consistent with the provisions of this Administration and Trust Agreement, the Plan Text and the requirements of Applicable Legislation;
(c) to establish procedures to be followed in filing applications for enrolment in the Plan or for obtaining Benefits and for the furnishing and certification of evidence necessary to establish a right to such Benefits;
(d) to pay or provide for the payment of Benefits to those persons eligible to receive them;
(e) to decide on and implement contribution increases or decreases, and to award Benefits, including granting Conditional Indexing or Ad Hoc Indexing, or the restoration of Temporary Benefit Reductions, to the extent permitted by and in accordance with the Funding Policy;
(f) to pay from the Trust Fund all reasonable expenses for collecting Contributions and administering and investing the Trust Fund and administering the Plan including all compensation and all reasonable and DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F necessary costs and fees which may be incurred in connection with the retention of such legal, actuarial, accounting, expert and clerical assistance as the Trustees, in their discretion, may find necessary or expedient in the performance of their duties. Notwithstanding the foregoing, the Employer Sponsor shall have pay administration expenses of the Plan in the amount of 20 basis points per annum as a percentage of Plan assets until the Amendment Date. For purposes of this provision, the market value of the Plan assets shall be determined as of the Conversion Date and December 31st of each year following the Conversion Date as set out in the audited financial statements of the Plan. Thereafter, subject to Applicable Legislation, all administration expenses shall be payable from the Trust Fund;
(g) to commence, compromise, settle, arbitrate and release claims or demands in favour of, or against the Plan and Trust Fund, on such terms and conditions as the Board of Trustees may deem necessary and advisable, in their discretion;
(h) to direct payment out of the Trust Fund of all real and personal property taxes, income taxes and other taxes of any and all kinds, levied or assessed under existing or future laws, upon or in respect of the Trust Fund or any money, property or securities forming a part thereof;
(i) to direct payments received from any source whatsoever to the Trust Fund, to the extent permitted by law;
(j) to negotiate the terms of and enter into such contracts as the Trustees deem advisable and all cheques, deeds, transfers, assignments, contracts, obligations, bills of lading, promissory notes, bills of exchange, powers of attorney and any and all other instruments in writing made in respect of and purporting to bind the property of the Trust Fund shall be signed, executed, DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F drawn, endorsed and negotiated by such Trustee or Trustees or such other persons as the Trustees may designate or contract with for any such purpose;
(k) to enter into or assume agreements with a Bank, Custodial Company, Insurance Company, or other financial institution selected by the Board of Trustees to provide custodial services to the Board of Trustees and Trust Fund or direct the Administrative Agent, where necessary, to enter into or continue such agreements;
(l) to take all steps to become a member of IMCO in accordance with the provisions of the Investment Management Corporation of Ontario Act, 2015 and the regulations thereunder (all as amended and replaced from time to time) and any by-laws and agreements, as may be applicable, including any steps necessary to obtain an amendment to the regulations under the Investment Management Corporation of Ontario Act, 2015 to be listed as a member of IMCO;
(m) to enter into or assume agreements with financial institutions, Investment Managers including but not limited to IMCO as of the Conversion Date, or other entities for the purpose of providing investment management or advisory services, and to authorize any such financial institutions, investment managers or advisors to commingle any monies deposited with them in funds administered or managed by any of them;
(n) to invest and reinvest such portion of the Trust Fund as is not required for current expenditures, in any type of investments that are permitted by Applicable Legislation, except that any restrictions set out in the Trustee Act (Ontario) shall not apply, and to take any and all actions with respect to the holding, buying, selling or exchanging of such investments as the Trustees, or their designate, may deem appropriate or necessary; DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F
(o) to hold in uninvested cash, without any liability for interest thereon, such sums as the Trustees, or their designate, reasonably deem necessary or advisable for the reasonably current cash requirements of the Plan and Trust Fund;
(p) to borrow money on such terms and conditions as are permitted by Applicable Legislation and as the Trustees, or their designate, may deem necessary and appropriate in the circumstances;
(q) to loan property of the Trust Fund on such terms and conditions as are permitted by Applicable Legislation and as the Trustees, or their designate, may deem appropriate in the circumstances;
(r) to exercise all rights or privileges granted by the provisions of any contract entered into by the Board of Trustees, and to make any alteration, modification, amendment or cancellation of such contract, or to take any other action respecting such contracts which they, in their discretion, may deem necessary or advisable, including with respect to any contracts in relation to the Plan existing on the Conversion Date;
(s) to enter into any and all contracts and agreements for administering the Plan and Trust Fund and to do all acts that the Trustees may deem necessary or proper for the protection of the Trust Fund;
(t) to enter into reciprocal arrangements with other like or similar funds or plans, in such manner and subject to such terms and conditions as the Board of Trustees may deem necessary or advisable in their discretion;
(u) to employ staff, including a plan manager/chief executive officer/however so named position, as applicable, and retain such other legal, actuarial, accounting, expert and clerical assistance as the Board of Trustees, in its discretion, may find necessary or expedient in the performance of their DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F duties and to delegate any of their powers or duties or such other powers and duties as may be permitted by Applicable Legislation to any of their agents, including the Administrative Agent, employees or Committees, in such manner and subject to such terms and conditions as the Board of Trustees may deem necessary or appropriate, provided that such agents or employees report to the Board of Trustees as may be required by them. The Board of Trustees and individual Trustees shall be completely and fully protected in acting and relying reasonably and in good faith upon the opinions or advice of the aforementioned persons;
(v) to incorporate corporations, companies and other entities, the shares, securities, participation units, memberships or other ownership interests of which shall be held by or on behalf of the Board of Trustees for purposes of administering the Plan;
(w) to hold and vote all shares, securities, debentures, participation units, memberships and other ownership interests and exercise all rights incidental to the ownership of same and to issue proxies therefor to others, and to vote for the election of its director, manager, nominee or other representatives to any corporation, company or other entity;
(x) to authorize the preparation of and to file actuarial valuations in accordance with Applicable Legislation;
(y) to approve the actuarial methods and assumptions including those agreed to by the Sponsors prior to the Conversion Date, to be used in the administration of the Plan and used in the actuarial valuations of the Plan, prepared by the Actuary;
(z) to have the Plan and the Trust Fund audited every year; DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F
(aa) to prepare a Statement of Investment Policies and Procedures governing the investment of the assets of the Trust Fund, review and amend the Statement of Investment Policies and Procedures and file the statement with regulatory authorities as required by Applicable Legislation;
(bb) to direct the preparation of a report at the end of every fiscal year describing the investment performance of the assets in the Trust Fund and the payment of Benefits in that year and prepare such other reports as may be required by law;
(cc) to provide such reports or other information as is requested by the Sponsors from time to time; and
(dd) to construe the provisions of the Sponsors Agreement, Administration and Trust Agreement, Plan Text, Funding Policy, and any related documents.
7.2 Where appropriate, the Board of Trustees may require the Employer Sponsor and any Member or their collective bargaining agents, if applicable, Former Members, Retired Member or other beneficiary of the Plan or the Sponsors to submit to them, or the Administrative Agent, as applicable, any information, data, report or documents required for the purposes of administration of the Plan and Trust Fund.
7.3 The Board of Trustees shall appoint, hire and/or retain an Administrative Agent for the purpose of providing administrative services to the Board of Trustees and Plan, including, without limitation, to:
(1a) Annually elect create and maintain such records as are necessary to administer the Plan;
(b) determine each Member’s, Former Member’s, Retired Member’s or other beneficiary’s Benefits under the Plan;
(c) manage communications to Members, Former Members, Retired Members or other beneficiaries; DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F
(d) prepare reports to the Board of Trustees annually and on such interim basis as the Board of Trustees, or the Committees, may require;
(e) attend such meetings of the Board of Trustees, or Committees, as required by direction of the Board of Trustees, and to execute such instructions, as may be given to him or her, and to attend such meetings in connection with the Trust Fund, as required by direction of the Board of Trustees;
(f) attend meetings of the PAC on behalf of the Board of Trustees and provide reasonable administrative support to the PAC to enable it in the fulfilment of its mandate;
(g) advise the Board of Trustees if Contributions by the Employer Sponsor and Plan Members are not made to the Trust Fund as required;
(h) validate all claims against the Trust Fund and obtain all necessary declarations, certificates or other evidence required for the proper administration of the Trust Fund; and
(i) to facilitate, obtain and supervise such outside administrative services as may be required by the Board of Trustees from time to time, provided that the Administrative Agent may delegate his or her responsibilities to an employee of the Administrative Agent.
7.4 The Board of Trustees may seek the advice, opinion or direction of a chairman court of competent jurisdiction on any matter pertaining to the administration of the Plan and viceTrust Fund.
7.5 The Board of Trustees shall administer and operate the Plan and Trust Fund and exercise as appropriate the powers conferred by this Administration and Trust Agreement in accordance with the provisions of the Plan Text, Sponsors DocuSign Envelope ID: 657DD52F-1E14-chairman4BDF-AA41-113A7FD7E78F Agreement, this Administration and Trust Agreement, and the Funding Policy, each as applicable, subject to all Applicable Legislation.
7.6 Notwithstanding any other provision of this Article 7, if an investment is determined to be contrary to any Applicable Legislation the investment is not invalidated by virtue of the same.
7.7 The Board of Trustees shall exercise the care, diligence, and skill in the administration of the Plan and in the administration and investment of the Trust Fund that an individual of ordinary prudence would exercise in dealing with the property of another person and in so doing shall use all relevant knowledge and skill that they possess or by reason of their profession, business or calling, ought to possess.
7.8 Each Trustee shall commit to upgrading and enhancing their own knowledge during their terms, in accordance with an education policy established by the Board of Trustees and approved by the Sponsors, as amended from time to time, and may attend suitable educational programs intended to provide knowledge of one or more of the areas of expertise set out in Article 4.3(d), that are mutually agreed upon by the Sponsors, and the reasonable fees for such programs shall be payable from the Trust Fund.
7.9 The Board of Trustees shall purchase such errors and omissions, directors and officers and/or fiduciary liability insurance as they, acting reasonably, deem necessary. Each officer The cost of such insurance shall be paid out of the Trust Fund.
7.10 The Board of Trustees shall maintain suitable and adequate records of and for the administration of the Plan and the Trust Fund.
7.11 The Board of Trustees shall promptly appoint or confirm the appointment of an Auditor of the Trust Fund who shall serve until his or her successor is elected, subject to maintaining status as an eligible elected officialappointed by the Board of Trustees and ensure that the Plan is audited every year. DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F
7.12 The Board of Trustees shall promptly appoint or confirm the appointment of the Plan Actuary.
(2) Admit 7.13 The Board of Trustees shall promptly appoint or expel MEMBERSconfirm the appointment of legal counsel to the Trustees.
7.14 The Board shall promptly appoint or confirm the continued appointment of a Bank, Custodial Company, Insurance Company, or other financial institution selected by the Board of Trustees to condition continued participation in provide custodial services to the PROGRAM, in accordance with this AgreementBoard of Trustees and Trust Fund.
(3) Establish procedures for determining contribution amounts 7.15 The books of account and authorizing payment procedures for MEMBERS.
(4) Establish records of the insurance Board of Trustees and risk management program design.
(5) Provide for selection of all personnel and contractors necessary for the administration of ICRMPAdministrative Agent, as applicable, including the appointment books of an Executive Director account and records pertaining to supervise the business Trust Fund, shall be audited at least once every year by the Auditor of the PROGRAM Trust Fund, as of the fiscal year-end of the Trust Fund. Such audit shall be completed within one-hundred twenty (120) days of the fiscal year end of the Trust Fund. A statement of the results of the annual audit shall be available for inspection by Members, Sponsors, and carry out such other functions delegated persons as required by the BOARD.
(6) Establish a schedule for BOARD meetings.
(7) Exercise all powers PBA, at the office of ICRMP, except powers reserved to the MEMBERS.
(8) Prepare, adopt and oversee ICRMP’s budget.
(9) Receive reports concerning PROGRAM activities and to make reports to the MEMBERS.
(10) Provide for underwriting, claims and loss control procedures.
(11) Provide for the investment and disbursement of funds.
(12) Enact resolutions establishing procedures governing its own conduct and the powers and duties of its officers, not inconsistent with this Agreement and applicable provisions of law.
(13) Provide to MEMBERS an annual report of operations and financial affairs.
(14) Form committees and advisory panels; and to provide other services as needed by ICRMP. The BOARD shall determine the method of appointment and terms of members of committees and advisory panels.
(15) Submit to MEMBERS an amended JPA upon adoption Administrative Agent and at such other suitable place as the date Board of periodic renewal, or otherwise, for re-adoption, express acceptance or payment Trustees may designate from time to time. Copies of a member contribution by MEMBERS.
(16) Dissolve ICRMP when BOARD action is accompanied by a two-thirds (2/3) vote of the entire then-current MEMBERSHIP, provided that a notice of intent to dissolve ICRMP such statement shall be given delivered to the Director of the Department of Insurance of the State of Idaho at least ninety (90) days prior to the proposed effective date. Like notice of such intent shall be provided to all MEMBERS at least each Trustee within thirty (30) days before any such vote regarding dissolution in compliance with title 41, Idaho Code and other applicable statutes. Assets remaining after discharge of its indebtedness and policy obligationsthat statement is prepared.
7.16 Forthwith after the Conversion Date, the return Board of any surplus Trustees shall:
(a) file a statement certifying that the Plan satisfies the criteria to be a JSPP, describes how the Plan meets those criteria and certifies the Conversion Date as required by the PBA;
(b) file a report certifying that the conversion has been made in accordance with the PBA and containing such other prescribed statements as provided required by the PBA; DocuSign Envelope ID: 657DD52F-1E14-4BDF-AA41-113A7FD7E78F
(c) cause the Conversion Filing Valuation to be prepared and filed in Idaho Code §41-2916, and accordance with the return of any unused premium, savings or credits then standing on subscribers’ accounts, shall be distributed to its subscribers who were such within the twelve PBA; and
(12d) months prior submit a written request to the last termination Ontario Government seeking the Plan to be listed under section 1.3.1(3) of its certificate of authority, according to such reasonable formula as the director may approve pursuant to Idaho Code §41-2928PBA Regulation 909.
(17) Appoint or remove appointed or non-voting ex-officio members 7.17 The Board of Trustees shall take all steps to become a member of IMCO effective on the Conversion Date, in accordance with the provisions of the BOARD
(18) Do or delegate all acts necessary and proper for the implementation of this Agreement.Investment Manage
Appears in 1 contract
Sources: Administration and Trust Agreement