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A Master Trustee shall relinquish his or her office or may be removed by a majority vote <br /> of the Master Trustees ipso facto when he or she no longer serves in an official capacity with the <br /> Participating Employer by which he or she was nominated or when the Employer is no longer a <br /> Participating Employer in the Master Trust Fund . Notice of removal of a Master Trustee shall be <br /> furnished to the other Master Trustees by the Chairman of the Master Trustees and shall set forth <br /> the effective date of such removal . <br /> E . Appointment of a Successor Master Trustee. In the event a Master Trustee shall <br /> die, resign, become incapacitated, or refuse to act, a successor Master Trustee shall be elected <br /> forthwith by the Master Trustees. The notice of the election of a successor Master Trustee shall <br /> be furnished to the other Master Trustees by the Chairman of the Master Trustees, and shall be <br /> accompanied by the acceptance of the successor Master Trustee . <br /> F . Master Trustees Rights . In case of the death, resignation or refusal or inability to <br /> act of any one or more of the Master Trustees, the Master Trustees shall have the powers, rights , <br /> estates and interests of this Agreement as Master Trustees and shall be charged with the duties of <br /> this Agreement ; provided in such cases, no action may be taken unless it is concurred in by a <br /> majority of the remaining Master Trustees . <br /> G . Appointment of Chairman . The Master Trustees may appoint or remove a <br /> Chairman at any time who shall have such authority, duties and responsibilities as may be set <br /> forth in this Agreement from time to time and as provided under applicable law . <br /> Section 110 . AMENDMENT OR TERMINATION OF THIS AGREEMENT • <br /> TERMINATION OF PLANS . <br /> A . Amendment . This Agreement and the trusts created hereby may be amended in <br /> writing at any time by the concurrence of a majority of the Master Trustees . No amendment to <br /> this Agreement, which directly affects the scope of powers of the Master Trustees, terms of <br /> office or the selection of Master Trustees shall become effective without the concurrence of the <br /> Board of Directors of the Florida League of Cities, Inc . <br /> No change which specifically affects the exercise of powers by the Master Trustees or the <br /> fiduciary responsibilities of the Master Trustees to Participating Employers and Participating <br /> Employees shall be required to be approved by the Board of Directors of the Florida League of <br /> Cities, Inc . , nor shall this Section be construed to give the Board of Directors of the Florida <br /> League of Cities, Inc . the power to exercise any fiduciary responsibility of the Master Trustees or <br /> to interfere with the exercise of those responsibilities by the Master Trustees . <br /> This Agreement may not be amended so as to change its purpose as set forth herein or to <br /> permit the diversion or application of any funds of the Master Trust Fund or of the Plans for any <br /> purpose other than those specified herein . The Master Trustees, upon adoption of an amendment <br /> to this Agreement, shall send a copy of any such amendment to the Participating Employers . <br /> B . Termination . This Agreement and any trust created hereby may be terminated at <br /> any time by the Master Trustees with respect to an Employer when the Employer ' s participation <br /> in a participating Plan is terminated or when a Trust Joinder Agreement has been terminated . <br /> The Defined Contribution Pension Plan Trust may be terminated in its entirety when all of the <br /> 14 <br /> MADI_625405 .4 <br />