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HomeMy WebLinkAboutRes EBT2011-01 Amending and Reinstating Trust and Declaration of TrustCITY OF WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST RESOLUTION NO. EBT2011-01 A RESOLUTION OF THE TRUSTEES OF THE CITY OF WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST, AMENDING AND RESTATING THE EMPLOYEE BENEFIT TRUST AND DECLARATION OF TRUST DATED JULY 14, 2008 WHEREAS, by Resolution No. R2008-9 duly adopted by the City Council of the City of West University Place, Texas (the "City Council") on July 14, 2008, the City Council authorized the creation of an Employee Benefit Trust and the execution of a Declaration of Trust regarding same; and WHEREAS, the Declaration of Trust was executed on July 14, 2008, thereby establishing the Trust; and WHEREAS, Article IX of the Declaration of Trust authorizes the Trustees to amend the Declaration of Trust and the Trust created thereby by a majority vote of the Trustees at a duly called meeting of the Trust; and WHEREAS, the Trustees, at a duly called meeting of the Trust, have found and determined that the Declaration of Trust dated July 14, 2008, should be amended and restated as set forth in Exhibit "A" attached. NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE CITY OF WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST: Section 1. That the Trustees hereby authorize the amendment of the Employee Benefit Trust's Declaration of Trust originally dated July 14, 2008, designating all members of the City Council to be Trustees, and authorizing the Trust to purchase various forms of insurance for the benefit of city officers, employees, qualified retirees and their dependents. The Amended Declaration of Trust is attached as Exhibit "A." Section 2. That this Resolution shall be effective immediate upon its passage and adoption. PASSED, APPROVED, AND ADOPTED THIS 24th day of October, 2011. CITY OF WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST Bob Fry, Chairm 00088698 APPROVED AS TO FORM: Alan Petrov, City Attorney 00088698 DECLARATION OF TRUST AMENDMENT NUMBER ONE The City of West University Place Employee Benefit Trust hereby amends the Declaration of Trust dated July 14, 2008. 1. The City of West University Place' ("City"), as settlor, designates the members of the City of West University Place City Council2 to be Trustees and declares that the City holds in trust the funds described in Schedule A attached hereto and incorporated herein by reference, which is the property of the City, and all substitutions and additions to such funds, for the purpose of providing life, disability, sick, accident, and other health benefits to the City's officers, employees, and qualified retirees and their dependents. II. PURPOSE This is a nonprofit trust created for the purpose of providing City officers, employees, and qualified retirees and their dependents with life, disability, sickness, accident, and other health benefits either directly or through the purchase of insurance and to perform operations in furtherance thereof. III. DURATION The Trust shall continue until terminated by operation of law or by majority vote of the Trustees. IV. TRUSTEES: COMPOSITION, OFFICERS, COMPENSATION, AND MEETINGS The settlor is the entity establishing the trust and may also be a Chapter 172 Pool, a county, a hospital district, or a county or municipal hospital. 2 The trustees will govern the operations of the trust and may also be the Trustees of a Chapter 172 Pool, members of a County Commissioners Court, or members of the Board of Directors of a hospital district or of a municipal or county hospital. Declaration of Trust--Page 1 COMPOSITION. The Trustees are the members of the City of West University Place City Council, and the term of each Trustee is cotemporaneous with his or her term of office as a Member of the City Council. Whenever a Trustee ceases to be a member of the City of West University Place City Council, the person succeeding him or her in office will serve as a successor Trustee of the Trust. OFFICERS. The Mayor shall serve as Chairman and shall preside at meetings of the Trustees and shall have all such other powers as are conferred herein or by majority vote of the Trustees. The Mayor Pro Tern shall serve as Vice Chairman and shall preside at meetings of the Trustees whenever the Chairman is absent. The Secretary shall rotate, coinciding with the City of West University Place's Fiscal Year, between the District Council members, skipping the Mayor Pro Tern District, beginning with Position 1. The Secretary will oversee the preparation of meeting agendas, giving notice of meetings to the Trustees, and the minutes of the meetings of the Trustees. COMPENSATION. The Trustees shall be reimbursed for all reasonable and necessary expenses incurred by them in the performance of their duties and will otherwise receive no compensation for their service as Trustees. Any approved reimbursement(s) will be made by the City of West University Place. MEETINGS. A meeting of the Trustees may be called by the Chairman or on written request to the Chairman by two or more Trustees. Trustees shall have at least three days written notice of any meeting. For purposes of this section, electronic mail notice is written notice. V. RIGHTS, POWERS, AND DUTIES OF TRUSTEES; QUORUM AND VOTING RIGHTS, POWERS, AND DUTIES. In addition to all other powers and duties conferred on them by this Trust document and imposed or authorized by law, the Trustees shall have the following powers and duties: Declaration of Trust-Page 2 1. The Trustees shall carry out all of the duties necessary for the proper operation and administration of the Trust on behalf of the covered persons and shall have all the powers necessary and desirable for the effective administration of the affairs of the Trust. 2. The Trustees have the general power to make and enter into all contracts, and agreements necessary or convenient to carry out any of the powers granted by this Trust document or by law or to effectuate the purpose of the Trust. All such contracts, and agreements or any other legal documents herein authorized shall be approved by the Trustees and signed by the Chairman on behalf of the Trust. The Trustees may also designate another Trustee to sign such documents. 3. The Trustees shall use the Trust's funds to accomplish the purpose of the Trust, as described in Paragraph II herein, and to operate and administer the Trust solely in the interest of the covered City officers, employees, and qualified retirees and dependents thereof and for the exclusive purpose of providing benefits to such persons and defraying the reasonable expenses of administration of the Trust. To this end, the Trustees may purchase life, disability, or accident and health insurance to provide coverage for participating City officers, employees, and qualified retirees and their dependents. The Trustees may also adopt a health benefits plan that covers eligible City officers, employees, and qualified retirees, and their dependents. 4. The Trustees may accept contributions to the Trust funds from any source including contributions from covered persons receiving benefits from the Trust. 5. The Trustees shall be authorized to contract with any qualified organization to perform any of the functions necessary for providing life, disability, sick, Declaration of Tract-Page 3 accident, and other health benefits, including but not limited to excess loss insurance, stop loss insurance, claims administration and administrative services When required by law or desired by the Trustees, the Trustees may seek sealed competitive bids or sealed competitive proposals with respect to contracts required to carry out the operations of the Trust and to effect the purpose of the Trust. 6. The Trustees shall arrange for the investing of the funds of the Trust so as to keep the same invested according to law and at the best interest rates obtainable for the benefit of the covered persons. The Trustees may hire money managers and shall adopt an investment policy for its own use and that of its agents in making investments. The Trustees shall select a depository for the Trust's funds and provide for the proper security of any and all investments. The Trustees shall designate signatories for the Trust's depository accounts. 7. The City of West University Place may purchase insurance for the Trustees and any other fiduciaries appointed by the Trustees and for the City of West University Place to cover liability or losses occurring by reason of the act or omission of any one or more of the Trustees or any other fiduciary appointed by them. Any insurance purchased by the City of West University Place must give the insurer recourse against the Trustees or other fiduciaries concerned for breach of any fiduciary obligation or fiduciary duty owed to the Trust. 8. The Trustees shall arrange for proper accounting and reporting procedures for the Trust's funds and shall also provide for an annual audit of the Trust's financial affairs by a certified public accountant. DeclaraIion of Trust-Page 4 9. The Trustees may retain legal counsel to represent the Trust and the Trustees in all legal proceedings as well as to advise the Trust and the Trustees on all matters pertaining to the operation and administration of the Trust. 10. The Trustees have the authority to terminate the Trust at any time. 11. Upon termination of the Trust, the Trustees shall provide for the payment of Trust obligations, debts, losses, and other liabilities and shall provide for the disposition of the remaining Trust funds in accordance with Paragraph IX herein. QUORUM AND VOTING. A majority of the Trustees shall constitute a quorum for the transaction of business at any meeting of the Trustees and the vote of a majority of the Trustees present shall be required for approval of any action at such meeting. The vote of such majority of the Trustees at such meeting shall constitute action of the Trustees as a group. VI. BENEFICIARIES The beneficiaries of the Trust are the City officers, employees, and qualified retirees and their dependents who are covered by a life, disability, sick, accident, or other health benefits plan purchased or adopted by the Trust (also called "covered persons" herein). Beneficiaries may make contributions to the Trust for use by the Trustees in fulfilling the purposes of the Trust. No beneficiary shall have any claim against the funds or any other property of the Trust. The rights and interests of the beneficiaries are limited to the insurance or health benefits specified in any policy purchased or plan adopted by the Trustees. VII. TRUST FUNDS The Trust funds consist of the funds described in Schedule A hereto as provided by the Settlor to institute this Trust, future contributions by the Settlor, beneficiary contributions, Declaration of Trust-Page 5 investment income, and any other money or property which shall come into the hands of the Trustees in connection with the administration of the Trust. The Trustees may use the Trust's funds as follows: 1. to pay all expenses which the Trustees consider necessary in establishing the Trust and in administering the Trust and all reasonable expenses incurred by the Trustees in the performance of their duties; as defined to be those allowed under Section 222.022(c)(5)(A) [Texas Insurance Code] and or permitted by the State Comptroller of the State of Texas in its role as the administrator of this legislation; 2. to pay premiums on any insurance policies allowed under Section 222.022(c)(5)(A) [Texas Insurance Code] purchased by the Trust; 3. to make authorized investments; 4. to pay claims under any health benefits plan adopted by the Trustees; VIII. LIABILITY OF TRUSTEES AND OFFICERS The Trustees shall use ordinary care and reasonable diligence in the exercise of their powers and the performance of their duties hereunder; and they shall not be liable for any mistake of judgment or other action made, taken or omitted by them in good faith, nor for any action taken or omitted by any agent, employee or independent contractor selected with reasonable care; nor for loss incurred through investment of the Trust funds or failure to invest. No Trustee shall be liable for any action taken or omitted by any other Trustee. No Trustee shall be required to give a bond or other security to guarantee the faithful performance of his or her duties hereunder. To the fullest extent permitted by law: (a) the City of West University Place shall indemnify each Trustee who was, is, or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding ("Proceeding"), any appeal therein, or any inquiry or investigation preliminary Declaration of Trust-Page 6 thereto, by reason of the fact that the Trustee is or was a Trustee; (b) the City of West University Place shall pay or reimburse a Trustee for expenses incurred (i) in advance of the final disposition of a Proceeding to which such Trustee was, is or is threatened to be made a party, and (ii) in connection with such Trustee's appearance as a witness or other participation in any Proceeding. IX. AMENDMENT, REVOCATION AND TERMINATION This Declaration of Trust and the Trust created herein shall terminate when and if required by operation of law. The Trustees shall have the power to amend, modify, terminate or revoke, in whole or in part, this Declaration of Trust and the Trust created herein by majority vote at a duly called meeting at which a quorum is present. Notwithstanding the foregoing, the Trustees shall have no power to amend Paragraph II of this Declaration of Trust. Beneficiaries of the Trust shall have no right to amend this Declaration of Trust, and their approval shall not be a condition or requirement for an authorized amendment by the Trustees. Upon termination of the Trust, the Trustees shall pay all obligations, debts, losses, and other liabilities of the Trust. Thereafter, the Trustees shall first use the remaining trust funds to pay covered claims of persons covered under the City's health benefits plan that may be in effect at the time of termination of the Trust and, then, either apply any remaining balance of the funds for the benefit of those covered persons in such manner as the Trustees determine shall best carry out to purposes of this Trust or pay such balance over to such covered persons on a per capita basis. Notwithstanding the foregoing, the Trustees, upon termination of the Trust and payment of all Trust obligations may, by vote of a majority of the Trustees, transfer the remaining funds or any portion thereof to the trustees of any trust or trusts established for a substantially similar purpose to be applied for uses substantially similar to those set forth in Paragraph II herein. Declaration of Trust--Page 7 X. GOVERNING LAW This Declaration of Trust and the Trust created herein shall be construed and governed by the laws of the State of Texas in force from time to time. XI. MISCELLANEOUS Whenever the context so admits and such treatment is necessary to interpret this Declaration of Trust in accordance with its apparent intent, the use herein of the singular shall include the plural, and vice versa, and the use of the feminine, masculine, or neuter gender shall be deemed to include the other genders. The captions or headings above the various Paragraphs of this Declaration of Trust have been included only to facilitate the location of the subjects covered by each Paragraph but shall not be used in construing this Declaration of Trust. If any clause or provision of this Declaration of Trust proves to be or is adjudged invalid or void for any reason, such invalid or void clause, provision, or portion shall not affect the whole, but the balance of the provisions hereof shall remain operative and shall be carried into effect insofar as is legally possible. IN WITNESS WHEREOF, the undersigned parties declare that no funds since the inception of said Employee Benefit Trust were used or diverted for any purpose than those allowed by Section 222.022 of the Texas Insurance Code. IN WITNESS WHEREOF, the undersigned parties have executed this Amended Declaration of Trust, consisting of thirteen (13) pages, on the dates of their respective acknowledgments below. By joining in the execution of this Amended Declaration of Trust, the Trustees acknowledge , signify acceptance of the Amendment created hereunder, and covenant that Declaration of Trust--Page 8 the Amendment will be executed with all due fidelity. This Amended Declaration Trust is effective as of the last date of signature below. Bob Fry, Trustee Absent Susan Sample, Trustee Joan Jo *n, Trustee, ~ 7z Dick Yehle, rustee Absent Ed Heathcott, Trustee THE STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me tober 24, 20112011, by Bob Fry, Trustee. , .vl`Y v THELMA A. LENZ ~ Cammiss~on Exp'res Notary Public, State of Texas MYRa4trunry 10, 2012 Print Name: Thelma Lenz My Commission Expires: Declaration of Trust-Page 9 THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on October 24, 2011, by Susan Sample, Trustee. Notary Public, State of Texas Print Name: Thelma Lenz My Commission Expires: THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged FUctober 24, It, by Joan Johnson, Trustee. o,~~ps v TF{ELMA A. LENZ My Commission 012 o y public, State of Texas February 100, . 2012 a~ Print Name: Thelma Lenz My Commission Expires: e-~ THE STATE OF TEXAS § COUNTY OF HARRIS § This instrument was acknowledged before me on Pctci er 24, 2011/b- Dick Yehle, Trustee. Notary Public, State of Texas «1 Print Name: Thelma Lenz My Commission Expires: !J Declaration of Trust--Page 10 THE STATE OF TEXAS COUNTY OF HARRIS This instrument was acknowledged before me on October 24, 2011, by Ed Heathcott, Trustee. Notary Public, State of Texas Print Name: Thelma Lenz My Commission Expires: Declaration of Trust-Page J I