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(b) At the first election of Trustees, three Trustees shall be elected for a term
<br />of three years, three Trustees shall be elected for a term of two years and three
<br />Trustees shall be elected for a term of one year At each subsequent election,
<br />three Trustees shall be elected for a term of three years and until his or her
<br />successor is elected and qualified.
<br />Seetlon 3.3 Nominatlona: The Trustees who are full-time employees of Public
<br />Employers shall serve as the Nominating Comm ree for the Pubic Employee
<br />Trustees The Nominating Committee shall choose candidates for Pubic Employee
<br />Trustees in accordance with the procedures set forth in the By Laws
<br />Section 3.4 Resignation and Removal.
<br />(a) Arty Trustee may resign as Trustee (without need lot pnor or subsequent
<br />accounting) by an instrument in writing signed by the Trustee and delivered
<br />to the other Tiusteas and such resignation shall be effective upon such delivery,
<br />or at a later dale according to theierms d the instrument Any of the Trustees
<br />may be removed for cause, by a vote of a majority of the Public Employers.
<br />(b) Each Public Employee Trustee shall resign his or her position as Trustee
<br />within Sixty days of the date on which he or she ceases to be a full-time employee
<br />of a Public Employer
<br />Section 3.5 Vacancies: The term of once of a Trustee shall terminale and
<br />a vacancy shall occur in the event or the death, resignation, (emoval, adludr
<br />caled incompelence or other incapacity to perform the duties of the office of
<br />a Trustee In the case of a vacancy. the remaining Trustees shall appoint such
<br />person as they in their discretion shall see ht (Subject to the limitations Set forth
<br />in this Section), to serve for the unexpired portion of the term of the Trustee
<br />who has resigned Or otherwise ceased to be a Trustee The appointment Shall
<br />be made by a written instrument signed by a majority of the Trustees. The per-
<br />son appointed must be the same type of Trustee it e, Public Employee Trus•
<br />tee or ICMAIRC Trustee) as the person who has ceased to be a Trustee An
<br />appointment of a Trustee may be made in anticipation of a vacancy to occur
<br />at a later date by reason of retirement of resignation, provided that such appoint.
<br />Ment shall not become effective prior t0 such retirement or resignalion, When.
<br />ever a vacancy in the number of Trustees Shall Occur, Until Such vacancy is
<br />filled as provided in this Section 3.5, the Trustees in office, regardless of their
<br />number, shall have all the powers granted to the Trustees and shall discharge
<br />all the duties imposed upon the Trustees by this Declaration A written instru•
<br />ment Certifying the existence of such vacancy signed by a majority of the
<br />Trustees shall be conclusive evidence of the existence of such vacancy
<br />Section 3.6 Trustees Serve in Representative Capacity: By executing
<br />this Declaraton, each PuGfic Employer agrees that the Public Employee Trustees
<br />elected by Ilia Public Employers are authorized to act as agents and represen•
<br />tatives of the Public Employers Collectively,
<br />ARTICLE IV. POWERS OF TRUSTEES
<br />Section 4,1 General Powers: The Trustees shall have the poker to conduct
<br />the business of the Trust and to carry on its operations Such power shall include
<br />but shall not be limited to, the power lo:
<br />(a) receive the Trust Property from the Public Employers. Public Employer
<br />Trustees or other Trustee of any Employer Trust;
<br />(b) enter into a contract with an Investment Adviser providing, among other
<br />th ngS. for the establishment and operation of the Portfolios, selection of the
<br />Guaranteed Investment Contracts in which the Trust Property may be invested,
<br />Selection of other irtdeuments for the Trust Property and the payment of reasona-
<br />ble fees to the Investment Adviser and to any sub -investment adviser retained
<br />by the Investment Adviser;
<br />(c) review annually the performance of the Investment Adviser and approve
<br />annually the Contract with such Investment Adviser.
<br />(d) irivest and reinvest the Trust Property in the Portfolios, the Guaranteed Interest
<br />Contracts and in arty other investment recommended by the Investment Adviser.
<br />but not including secunues issued by Public Employers, provided that it a Pubic
<br />Employer has directed that its monies be invested in specified Portfolios or
<br />in a Guaranteed Investment Contract, the Trustees of the Retirement Trust shall
<br />invest such monies in accordance with such directions;
<br />(e) keep such porion of the Trust Property in cash or cash balances as the
<br />Trustees, from time to time. may deem to be in the best interest of the Retire.
<br />ment Trust created hereby. without liability for interest thereon,
<br />(Q accept and retain for such time as they may deem advisable any securi-
<br />ties or other property received or acquired by them as Trustees hereunder,
<br />whether or not such securities or other property would normally be purchased
<br />as investments hereunder;
<br />(g) cause any securities or other property held as pan of the Trust Property
<br />to be registered in the name of the Retirement Trust or in the name of a nomi-
<br />nee, and to hold any investments in bearer form, but the books and records
<br />of the Trustees shall at all Mmes show that all such investments are a part of
<br />the Trust Property;
<br />(h) make, execute, acknowledge, and deliver any and all documents of trans•
<br />for and conveyance and any and all Other instruments that may be necessary
<br />or appropriate to carry out the powers herein granted,
<br />@ vote upon any stock, bond& or other sscunties, give general or special proxies
<br />or powers of attorney with or without poker of substitution, exercise any con•
<br />version privileges, subscription rights, or other options, and make any pay-
<br />ments incidental thereto, oppose, or consent to, or otherwise participate in,
<br />corporate reorganizations or other Changes effecting corporate secunkes, and
<br />delegate discretionary powers, and pay any assessments or charges in con-
<br />nection therewith: and generally exercise any of the powers of an owner wah
<br />respect to stocks, bonds, securities or other property held as part of the Trust
<br />Property;
<br />Q) enter into contracts or arrangements for goods or services required in cont•
<br />nec ion with the operation of the Retirement Trust, including, but not limited
<br />10. contracts with Custodian$ and Contracts fOr the provi"n Ot administrative
<br />services;
<br />(k) borrow or raise money for the purposes of the Retirement Trust in such
<br />amount, and upon such terms and condmons, as the Trustees Shall deem advis-
<br />able, provided that the aggregate amount of such borrowings shall not exceed
<br />30% d the value of the Trust Property No person lending money to the Trustees
<br />shall be bound to See the application of the money lent or to inquire into its
<br />validity. expediency or propriety of any such borrowing:
<br />Q) incur reasonable expenses as required for the operation of the Retirement
<br />Trust and deduct such expenses from the Trust Property;
<br />(m) pay expenses properly allocable to the Trust Property incurred in connec•
<br />tion with the Deferred Compensation Plans Qualified Plans. or the Employer
<br />Trusts and deduct such expenses from that porton of the Trust Property to
<br />whom such expenses are properly allocable:
<br />(n) pay out of the Trust Property all real and personal property taxes. income
<br />taxes and other taxes of any and all kinds which, in the Opinion of the Trustees,
<br />are property levied, or asse".sed under existing or future laws upon, or in respect
<br />of, the Trust Property and allocate arty such taxes to the appropriate accounts,
<br />(o) adopt, amend and repeal the By -Laws. provided that such Bylaws are
<br />at all times consistent with the terms of this Declaration of Trust,
<br />(p) employ persons 10 make available interests in the Retirement Trust to
<br />employers eligible to maintain a Deferred Compensation Plan under Section
<br />457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as
<br />amended:
<br />(q) issue the Annual Report of the Retirement Trust. and the disclosure docu.
<br />mems and other literature used by the Retirement Trust;
<br />(r) make loans, including the purchase of debt obligations, provided that all
<br />such loans shall bear interest at the Current market rate.
<br />(s) contract for, and delegate any powers granted hereunder to. such officers,
<br />agents. employees, auditors and attorneys as the Trustees may select, provided
<br />that the Trustees may not delegate the powers set forth in paragraphs (b). (c)
<br />and (o) of this Section 41 and may not delegate any powers .f such delega•
<br />tion would violate their fiduciary dunes;
<br />(t) provide for the indemnification of the officers and Trustees of the Retirement
<br />Trust and purchase fiduciary insurance:
<br />(u) maintain books and records, including separate accounts for each Public
<br />Employer, Public Employer Trustee or Employer Trust and such additional sep•
<br />arate accounts as are required under, and consistent with, the Deferred Com-
<br />pensation
<br />om•pensat on or Qualified Plan of each Public Employer, and
<br />(v) do all such aCts, take all Such proceedings. and exercise all such rights
<br />and privileges, although not specifically mentioned herein, as the Trustees may
<br />deem necessary or appropriate to administer the Trust Property and to carry
<br />out the purposes of the Retirement Trust.
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