(A) The Trustee shall have legal title to the trust fund and custody thereof, including all documents and evidences of title, interest or ownership. The Trustee may not maintain the indicia of ownership of any assets of the trust outside the jurisdiction of the district courts of the United States. Except as may be expressly provided in this plan, neither the participating employers nor any participant, former participant, beneficiary or any other person shall have any right, title or interest in or to the trust fund or any part thereof, and the power to anticipate, assign or otherwise alienate or encumber any right or claim to or interest in the trust fund shall be subject to the restrictions set forth in § 31.035(C) hereof.
(B) The Trustee or Trustees shall act in accordance with the provisions of the plan and trust and, subject to such provisions, including the power of the Committee to select the investments or investment vehicles of the trust fund under § 31.027(F)(1), the Trustee or Trustees shall have the following authorities and powers, the enumeration of which shall not be interpreted in such manner as to limit the generality of the last subsection of this paragraph (B):
(1) To invest and reinvest the trust fund in common or preferred stocks, bonds, notes, debentures, mortgages, equipment trust certificates, annuity contracts, interests in any common trust fund created and administered for the collective investment of money or property of employee benefit trusts then qualified under I.R.C. §§ 401(a) and 501(a) (in which case the provisions of the documents governing such collective investment fund shall govern any investment therein, and are hereby made a part of this trust) or other choices in action or securities or goods or commodities or real or personal property or property rights wheresoever situated, or to reserve from investment and keep unproductive any portion of the trust fund which they may deem advisable;
(2) To accept the contributions under the trust and all or any part of the trust fund and utilize the same to provide and/or pay and distribute all or any part of the benefits payable hereunder;
(3) To sell at public or private sale, convey, transfer, assign, exchange, lease for any immediate or future period not exceeding 100 years, mortgage, pledge, give options to purchase and otherwise dispose of, at such prices and on such terms as it may deem proper, any and all property, real or personal, at any time constituting a part of the trust fund, or any interest therein, or to abandon any such property if the Trustee deems such action to be for the best interests of this trust;
(4) If instructed in writing by the Committee to borrow money on such terms and conditions as the Trustees shall deem advisable;
(5) To exercise the voting power on all shares of stock held in trust hereunder, or to refrain from exercising such power with respect to all or any of such shares, to exercise every power, election and discretion and give every notice and make every demand and do every act in respect of any shares of stock, bonds, notes, debentures or other obligations or securities held in trust hereunder which the Trustees could or might do if they were the absolute owners thereof; to consent to and join in any plan or reorganization of any corporation the shares of stock or other securities of which are held in trust hereunder and to accept any shares of stock or other securities issued in accordance with such plan in lieu of the stock or securities so held hereunder; to exercise and dispose of any rights of subscription to capital stock or other securities of any corporation to which the Trustees may be entitled as owners of stock or other securities of such corporation;
(6) To make any division, segregation, allocation, payment or distribution under this trust in money or in property other than money or partly in money and partly in property other than money, and its determination with respect to the form of payment or distribution of any benefit shall be binding on the participating employers; on all participants, former participants and their beneficiaries; and on all other persons and entities having or claiming any interest through or against them;
(7) To cause title to any property in the Trust or interest therein, including bank accounts, to be taken or held or placed in the name of the Trustees or in the name of their nominee or in such form that title will pass by delivery; provided that the books and records of the Trustees shall show, at all times, that all such property is part of the trust;
(8) To determine what is principal and what is income and to allocate receipts and payments between principal and income without regard to the provisions of the Principal and Income Act of the state, being 760 ILCS 15/1 et seq., or any other provision or rule of law;
(9) To pay all costs, expenses, taxes and other charges in connection with the administration of this trust as directed by the Committee including reasonable Trustees’ fees (in the case of a corporate Trustee), to withhold from any payment or distribution of a benefit, or to charge against the credits of any person under the trust or the interest of any person in the trust fund such amount as the Trustees may deem necessary or advisable to protect themselves or the trust or the participating employers against possible liability or obligation for income, inheritance, social security, transfer or other taxes or any other claims, demands or charges on or arising from such credits or interest or the contributions from which they have arisen or the participation in the trust of the person entitled thereto or his or her predecessor in interest; provided that an amount so deducted or charged shall be used only to discharge such liability or obligation and the balance not so used, if any, shall be paid, distributed or applied within a reasonable time to or for the use and enjoyment of the person or persons entitled thereto;
(10) To determine the value, as of the trust fund valuation dates, of any stock, securities or other property in the trust, provided that the basis of valuation shall be market value; any such determination made in good faith shall be binding on the participating employers, on all employees and former employees of the participating employers having an interest in the trust, on their beneficiaries and on all other persons and entities having or claiming any interest through or against them;
(11) To employ such agents and employees as the Trustees may deem necessary or advisable and to delegate to such agents and employees such ministerial and limited discretionary functions and duties as the Trustees may see fit, and the determination of the Trustees as to what are ministerial and limited discretionary functions and duties shall be conclusive; to employ and consult with counsel, who may be counsel for any participating employer, and the Trustees shall not be liable for any act or omission to act done or omitted on the advice of counsel with respect to legal questions; to pay as an administrative expense in accordance with rules established by the Committee such compensation for services so rendered as may be agreed by and between the Trustees and such agents, employees and counsel;
(12) To sue in any court of competent jurisdiction or take other appropriate action to enforce any contract, claim or right, or to refrain from any such suit or action, and to defend against or to compromise, settle or otherwise dispose of any claim or suit by or against the Trustee or this trust; to protect in any way the interests of this trust and the trust fund, either before or after default with respect to any such contract, claim or right;
(13) To enter into all contracts and agreements and to execute any and all documents which they may deem necessary or advisable in exercising the authorities and powers herein granted;
(14) To hold the money, stocks, other securities, contributions, credits and other property constituting the trust fund as a commingled fund, without segregation or allocation of specific portions or components thereof to the credit of any individual;
(15) To accept from a participant, money or other assets received by the participant as a lump sum distribution from another qualified plan which are eligible for the rollover provisions within the meaning of 26 U.S.C. § 402(c)(5). Such amount shall be added to the participant account and invested by the Trustee with the other assets of the trust; and
(16) To do or cause to be done any other acts and to exercise any other discretions and to make any other determinations not provided for specifically in this trust agreement; and, in addition, to do or cause to be done any and all other acts which they shall deem necessary or advisable for the advantageous management, investment and distribution of the trust fund and the effectuation of the trust.
(C) No person or entity dealing or contracting with or paying money or delivering property to the Trustee hereunder shall be required to inquire into the authorities and powers of the Trustee or the terms of this trust or to see to the application of money or property so paid or delivered. All parties dealing with the Trustee in respect to the trust fund shall be entitled to assume that the Trustee has full authority and power in all respects to deal with the trust fund, and may rely on a certificate from the Committee as to the person or organization who is or was the duly appointed and acting Trustee at any time, the identification and genuineness of the signature of any Trustee or the terms of this trust or any amendment thereto.
(D) At the direction of the Committee, the Trustees shall maintain an account and participant account for each person who is a participant or former participant (or his or her beneficiaries or other successors in interest), as provided for in the plan; they shall determine the market value of the trust fund on each trust fund valuation date and adjust all the said accounts to reflect such value. In addition thereto, the Trustees shall keep suitable records and accounts of all investments, purchases, sales, receipts, capital gains and losses, benefits paid or distributed, taxes, expenses and other charges paid or incurred and other similar transactions and occurrences in the management and administration of this trust and the trust fund, and all such accounts, books and records shall be open to inspection and audit at all reasonable times by any member of or person designated by the Committee or participating employers. Within a reasonable period after the close of each calendar year (but not before the expiration of a reasonable period after the final determination of the contributions of the trust fund), and at other times by direction of the Committee or participating employers, the Trustees shall make such reports of matters concerning this trust as the committee or participating employers may require or, in the absence of such requirement, as the Trustees may deem appropriate.
(E) Any Trustee may resign on 30 days advance notice in writing to the Committee and the Committee may remove any Trustee with or without cause at any time on notice in writing to such Trustee. When such a resignation or removal has become effective, all the authorities, powers and duties of the retiring Trustee shall forthwith cease, except the authority, power and duty to convey and deliver to the remaining and/or successor Trustee or Trustees all his or her rights, title and interest in and to the trust fund. Any retiring Trustee shall render accountings and make reports and take any other action incidental to such resignation or removal as the Committee may require. If a retiring Trustee has in his or her possession any books, records or accounts concerning the trust or trust fund or his or her acts as Trustee, he or she shall deliver the same to one or more of the remaining or successor Trustees.
(F) On the resignation or removal of a Trustee, or on the death or inability to act of an individual Trustee, the Committee shall appoint a successor Trustee to act in his or her stead. A successor or additional Trustee shall execute and deliver to the Committee and participating employers a written instrument accepting the trusts thereby assumed, executed with the same formalities hereunder but shall have no liability for any occurrence prior to the delivery of his or her written acceptance.
(Ord. MET 88-24, passed 6-10-1988; Ord. MET 89-2, passed 1-13-1989)