(A) Prior to the commencement of their duties, the trustees shall select a chairperson from the group of then-existing trustees who shall serve a term of one year or until a new chairperson is elected.
(B) The City Clerk shall be the secretary to the Board and the administrative officer to the trust.
(C) In the event of the absence of the chairperson and the secretary from the meeting, the trustees shall designate another trustee as acting chairperson and/or acting secretary until his or her return.
(D) The principal office and site of the trust shall be 303 S. Water Street, Marine City, Michigan 48039. The trustees shall have the power to move the principal office of the trust to another location and to establish other offices, as they deem necessary.
(E) Consistent with applicable state and federal law, the trustees shall have the power to promulgate rules and regulations for the day-to-day management of the trust, the investment of monies held by the trust, to determine all questions regarding the interpretation of the trust, and such other subjects as shall be deemed necessary and proper by the trustees. All such rules and regulations shall be reduced to writing and shall be kept in the permanent office of the trust and available for inspection by the city and the participants. Any such rule or regulation promulgated by the trustees shall be adopted, repealed or amended by an affirmative vote of 4 of the trustees. If any rule or regulation of the trust is found to be in conflict with any law, statute, judicial decision, arbitration decision or any other competent body or tribunal, such rule or regulation shall be deemed voided and all other rules and regulations of the trust shall remain in full force and effect.
(F) A written instrument signed by the trustees shall be evidence of the action of the trustees. Whenever the signature of a trustee is required on any document, signature of the chairperson or acting chairperson shall be required, unless such authority has been delegated to an individual trustee pursuant to the provisions hereof. Any such instrument so signed shall be conclusively presumed to be authentic and all facts and matters stated therein shall be conclusively presumed to be true, and persons, including any person doing business with the trustees, may rely on such instrument for all purposes.
(G) In the event of any suit brought against the trustees arising out of the acts within the scope and powers and duties of the trustees, or in the event of any lawsuit brought by the trustees as authorized by this chapter, the cost of the defense or prosecution of such lawsuit shall be charged to the trust, and shall be paid directly from the trust, provided such costs are not incurred by reason of bad faith, gross negligence, or breach of a fiduciary obligation to the trust or to the beneficiaries thereof. The Board of Trustees shall be a quasi-judicial body and its actions shall be reviewable by writ of certiorari only.
(H) The trustees may employ such clerical personnel or administrative personnel to perform whatever administrative activities are required in the proper performance of the trust. In addition thereto, the trustees may, if they desire, contract with an administrator to perform such clerical and administrative duties as they may, in their discretion, determine is reasonably and prudently necessary to carry out the trust's activities and purposes. The administrator so appointed, or with whom the contract was made, may be assigned the activities of receiving the city's reports, entering the information of those reports on permanent records, maintaining such records, receiving contributions from the city and/or on behalf of participants in the form of checks or drafts solely for the purpose of forwarding the contributions to the trust's bank accounts, preparation of governmental reports, furnishing reports required by law to participants, the preparation of checks for the payment of obligations of the trust, and all related activities and other activities necessary to help administer the trust. The trustees are further authorized to enter into contracts with such administrator for the administration of the trust for whatever periods, in their discretion, the said trustees deem advisable. The trustees shall be entitled to rely on the reports and recommendations of said administrator or any actions taken by said administrator with the authority granted him or her. The trustees shall not be responsible for any act taken with respect to the appointment, designation, retention, discharge, or employment of such administrator, which is taken prudently and in good faith. Under no circumstances shall said administrator have control or authority with respect to the management of the trust or its assets. The administrator shall not be clothed with any type of authority or power, which will constitute the administrator as a fiduciary. Said administrator will not have the power or authority to act as a investment counselor or manager and will not be authorized to furnish investment advice. In the event of the administrator's discharge, the trustees shall require the administrator to return all necessary books, records and documents in the possession of said administrator which are necessary for the proper administration, handling and operation of the trust. If the trustees have appointed, employed, hired or contracted with an administrator, a provision to this effect shall be incorporated in the written agreement between the trustees and administrator. The trustees may, in their discretion, assign certain administrative duties to the city; provided, however, that the direction and management of such activities shall be within the exclusive control of the trustees.
(I) The trustees may employ an investment manager to manage the assets of the trust. Such investment manager(s) must be registered under the Investment Advisor's Act of 1940, as amended, and must meet any applicable state and federal requirements to act as investment manager. Such appointment may include the power to acquire and dispose of the assets of the trust; provided, however, that if any state or federal agency promulgates any rules with respect to limitation of liability on the part of the trustees in choosing an investment manager or counselor, then the trustees shall follow said regulations to the extent that they can maximize the protection available to them. If the trustees chose an investment manager or investment counselor, they may enter into a written agreement with said investment manager or investment counselor or bank or insurance company, if such institutions act in such capacity, which will provide for the investment or reinvestment of the assets of the trust; and upon such execution, the trustees may convey, if it is so provided, to such investment manager, investment counselor, bank or insurance company, any assets of the trust so that said investment manager or counselor may engage in such transactions which are legal for trust funds in the State of Michigan and in the United States and which are prudent for the trustees to undertake. Specifically, in accordance with section 5 of Michigan Public Act 149 of 1999, the assets of the find shall be invested in accordance with Public Act 314 of 1965, as amended. The trustees shall not be liable for the acts or omissions of such investment manager, investment counselor, bank or insurance company or under any obligation to invest or otherwise manage the assets of the trust, which assets are subject to the management of such investment manager, investment counselor, bank or insurance company. The trustees may, if they deem proper in their discretion, or if the circumstances require it, appoint such investment manager, managers, banks or insurance companies as fiduciaries and enter into an agreement with such institution, naming it a fiduciary and conveying to such fiduciary all or a portion of the assets of the trust, so that said fiduciary may handle, manage and hold those assets conveyed to it. All assets conveyed to said fiduciary shall be subject to the provisions of the agreement or agreements between the trustees and the fiduciary.
(J) The trustees may employ legal counsel with whom they may seek advice, consult with, require attendance at trustees' meeting and to represent the trustees whenever necessary, including the preparation of any documents, legal or otherwise, which may have any legal consequences. In choosing said counsel, the trustees may, with prudence, give consideration to the developed skills and expertise of the attorney and experience and reputation he or she has achieved. The trustees may rely upon the opinion of such counsel so chosen in respect to any action taken or suffered by the trustees hereunder in good faith, in accordance with the opinion of said counsel, and the trustees shall not be liable therefor.
(K) The trustees may employ an independent certified or licensed public accountant to perform services as may be required by the trustees.
(L) The trustees may authorize the purchase of insurance for the plan and trust and for the trustees to cover liability or losses occurring for any reason, including but not limited to, an act or omission (errors or omissions) of a fiduciary, including the trustees.
(M) The trustees shall appoint an actuary who shall advise the trustees on the actuarial operation of the plan and trust.
(Ord. 08-03, passed 9-4-2008)