HomeMy WebLinkAboutRes EBT 19-01 Amending and Restating the EBT Declaration of TrustCITY OF WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST
RESOLUTION NO. EBT 19 -01
A RESOLUTION OF THE TRUSTEES OF THE CITY OF WEST UNIVERSITY
EMPLOYEE BENEFIT TRUST, AMENDING AND RESTATING THE EMPL�
BENEFIT TRUST'S DECLARATION OF TRUST ORIGINALLY DATED JULY
WHEREAS, by Resolution No. R2008 -9 duly adopted by the City Cour
City of West University Place, Texas (the "City Council ") on July 14, 2008,
Council authorized the creation of an Employee Benefit Trust ( "Trust ")
execution of a Declaration of Trust regarding same; and
WHEREAS, the Declaration of Trust was executed on July 14, 2008
establishing the Trust; and
WHEREAS, Article IX of the Declaration of Trust authorizes the Tri.
amend the Declaration of Trust, and the Trust created thereby, by a majority vc
Trustees at a duly called meeting of the Trust; and
WHEREAS, the Trustees, have previously amended and rest
Declaration of Trust on October 24, 2011; and
WHEREAS, the Trustees, at a duly called meeting of the Trust, have fc
determined that the Declaration of Trust should be further amended and restat.
forth below.
NOW, THEREFORE, BE IT RESOLVED BY THE TRUSTEES OF THE
WEST UNIVERSITY PLACE EMPLOYEE BENEFIT TRUST:
Section 1. That the Trustees hereby authorize various amendmen
Employee Benefit Trust's Declaration of Trust originally dated July 14, 21
subsequently amended on October 24, 2011. The amendments are attached
Fxhihit "A "
Section 2. That the Trustees authorize the amended Declaration of Tr
restated and executed so as to include the amendments approved by this RE
The Amended and Restated Declaration of Trust is attached as Exhibit "B."
Section 3. That this Resolution shall be effective immediate upon its
anr{ nrinntinn
PASSED, APPROVED, AND ADOPTED THIS � day of
2019.
CITY OF WEST UNIVERSITY PLACE
EMPLOYEE BENEFIT TRUST
Bob Higley, Chai
ATTEST:
Thelma A. Gilliam, City Secretary
APPROVED AS TO FORM:
Alan P. Petrov, City Attorney
(Language to be added shown by underline, language to be deleted shown by sty
EXHIBIT A
AMENDED AND RESTATED
DECLARATION OF TRUST
The City of West University Place ( "City "), as settlor, designates the me
the City of West University Place City Council to be Trustees and declares tha
holds in trust the funds previously contributed to and currently held by this
Benefit Trust ( "Trust "), and all substitutions and additions to such funds, for the
of providing life, disability, sick, accident, and other health benefits to the City':
employees, and qualified retirees and their dependents.
11.
PURPOSE
This is a nonprofit trust created for the purpose of providing City
employees, and qualified retirees and their dependents with life, disability,
accident, and other health benefits either directly or through the purchase of i
and to perform operations in furtherance thereof.
III.
DURATION
The Trust shall continue until terminated by operation of law or by maj
of the Trustees.
term of office as a Member of the City Council. Whenever a Trustee ceaseE
member of the City of West University Place City Council, the person succeedir
her in office will serve as a successor Trustee of the Trust.
OFFICERS. The Mayor shall serve as Chairman and shall preside at ME
the Trustees and shall have all such other powers as are conferred herein or by
vote of the Trustees. The Mayor Pro Tern shall serve as Vice Chairman
preside at meetings of the Trustees whenever the Chairman is absent.
Secretary shall serve as Secretary of the Trust and will oversee the prepa
meeting agendas, giving notice of meetings to the Trustees, and the minutf
meetings of the Trustees.
COMPENSATION. The Trustees shall be reimbursed for all reason
necessary expenses incurred by them in the performance of their duties
otherwise receive no compensation for their service as Trustees. Any
reimbursement(s) will be made by the City of West University Place.
MEETINGS. A meeting of the Trustees may be called by the Chairm
written request to the Chairman by two or more Trustees. Trustees shall hav(
three days written notice of any meeting. For purposes of this section, electr
notice is written notice.
V.
RIGHTS, POWERS, AND DUTIES OF TRUSTEES; QUORUM AND VOT
RIGHTS POWERS AND DUTIES. In addition to all other powers ai
conferred on them by this Trust document and imposed or authorized by
Trustees shall have the following powers and duties:
1. The Trustees shall carry out all of the duties necessary for th
operation and administration of the Trust on behalf of the covered persons
have all the powers necessary and desirable for the effective administratic
affairs of the Trust.
2. The Trustees have the general power to make and enter into all c
and agreements necessary or convenient to carry out any of the powers grant(
Trust document or by law or to effectuate the purpose of the Trust. All such (
and agreements or any other legal documents herein authorized shall be app
the Trustees and signed by the Chairman on behalf of the Trust. The Trusi
also designate another Trustee to sign such documents.
3. The Trustees shall use the Trust's funds to accomplish the purpc
Trust, as described in Paragraph II herein, and to operate and administer
solely in the interest of the covered City officers, employees, and qualified ret
dependents thereof and for the exclusive purpose of providing benefits to such
and defraying the reasonable expenses of administration of the Trust. To thi.c
dependents. The Trustees may also adopt a health benefits plan that cover
City officers, employees, and qualified retirees, and their dependents.
4. The Trustees may accept contributions to the Trust funds from ar
including contributions from covered persons receiving benefits from the Trust.
5. The Trustees shall be authorized to contract with any
organization to perform any of the functions necessary for providing life, disab
accident, and other health benefits, including but not limited to excess loss
stop loss insurance, claims administration and administrative services. When
by law or desired by the Trustees, the Trustees may seek sealed competitiv
sealed competitive proposals with respect to contracts required to carry
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 Tr
to keep the same invested according to law and at the best interest rates obta
the benefit of the covered persons. The Trustees may hire money managers
adopt an investment policy for its own use and that of its agents in making inv(
The Trustees shall select a depository for the Trust's funds and provide for
security of any and all investments. The Trustees shall designate signatoriE
Trust's depository accounts.
7. The City of West University Place may purchase insurancE
8. The Trustees shall arrange for proper accounting and
procedures for the Trust's funds and shall also provide for an annual audit of tl-
financial affairs by a certified public accountant.
9. The Trustees may retain legal counsel to represent the Trust
Trustees in all legal proceedings as well as to advise the Trust and the Truste
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
of Trust obligations, debts, losses, and other liabilities and shall providE
disposition of the remaining Trust funds in accordance with Paragraph IX hereir
QUORUM AND VOTING. A majority of the Trustees shall constitute
for the transaction of business at any meeting of the Trustees and the vote of E
of the Trustees present shall be required for approval of any action at such
The vote of such majority of the Trustees at such meeting shall constitute acti
Trustees as a group.
Vl.
BENEFICIARIES
The beneficiaries of the Trust are the City officers, employees, and
retirees and their dependents who are covered by a life, disability, sick, ac(
against the funds or any other property of the Trust. The rights and intereE
beneficiaries are limited to the insurance or health benefits specified in ai
purchased or plan adopted by the Trustees.
VII.
TRUST FUNDS
The Trust funds consist of the funds previously contributed to and currf
by this Trust, future contributions by the Settlor, beneficiary contributions, in
income, and any other money or property which shall come into the han(
Trustees in connection with the administration of the Trust. The Trustees ma)
Trust's funds as follows:
1. to pay all expenses which the Trustees consider necessary in esl
the Trust and in administering the Trust and all reasonable expenses incurr(
Trustees in the performance of their duties; as defined to be those allow
Section 222.022(c)(5)(A) [Texas Insurance Code] and or permitted by
Comptroller of the State of Texas in its role as the administrator of this legislatic
2. to pay premiums on any insurance policies allowe(
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 Trust
Vlll.
LIABILITY OF TRUSTEES AND OFFICERS
The Trustees shall use ordinary care and reasonable diligence in the e)
their powers and the performance of their duties hereunder; and they shall not
for any mistake of judgment or other action made, taken or omitted by then
faith, nor for any action taken or omitted by any agent, employee or ind+
contractor selected with reasonable care; nor for loss incurred through investm+
Trust funds or failure to invest. No Trustee shall be liable for any action
omitted by any other Trustee. No Trustee shall be required to give a bond
security to guarantee the faithful performance of his or her duties hereunder
fullest extent permitted by law: (a) the City of West University Place shall i
each Trustee who was, is, or is threatened to be made a party to any thi
pending, or completed action, suit, or proceeding ( "Proceeding'), any appeal
any inquiry or investigation preliminary thereto, by reason of the fact that the
or was a Trustee; (b) the City of West University Place shall pay or reimburse
for expenses incurred (i) in advance of the final disposition of a Proceeding
such Trustee was, is or is threatened to be made a party, and (ii) in connec
such Trustee's appearance as a witness or other participation in any Proceedin
IX.
AMENDMENT, REVOCATION AND TERMINATION
This Amended and Restated Declaration of Trust and the Trust creab
called meeting at which a quorum is present. Notwithstanding the forego
Trustees shall have no power to amend Paragraph II of this Amended and
Declaration of Trust. Beneficiaries of the Trust shall have no right to arr
Amended and Restated Declaration of Trust, and their approval shall not be a
or requirement for an authorized amendment by the Trustees.
Upon termination of the Trust, the Trustees shall pay all obligation
losses, and other liabilities of the Trust. Thereafter, the Trustees shall first
remaining trust funds to pay covered claims of persons covered under the Cit)
benefits plan that may be in effect at the time of termination of the Trust a
either apply any remaining balance of the funds for the benefit of those coverer
in such manner as the Trustees determine shall best carry out to purposes of 1
or pay such balance over to such covered persons on a per capit
Notwithstanding the foregoing, the Trustees, upon termination of the Trust and
of all Trust obligations may, by vote of a majority of the Trustees, transfer the r
funds or any portion thereof to the trustees of any trust or trusts establisl
substantially similar purpose to be applied for uses substantially similar to 1
forth in Paragraph II herein.
X.
GOVERNING LAVA AND VENUE
This Amended and Restated Declaration of Trust and the Trust creat4
XI.
MISCELLANEOUS
Whenever the context so admits and such treatment is necessary to inte
Amended and Restated Declaration of Trust in accordance with its apparent
use herein of the singular shall include the plural, and vice versa, and the u
feminine, masculine, or neuter gender shall be deemed to include the other ger
The captions or headings above the various Paragraphs of this Amer
Restated Declaration of Trust have been included only to facilitate the locati{
subjects covered by each Paragraph but shall not be used in construing this
and Restated Declaration of Trust.
If any clause or provision of this Amended and Restated Declaration
proves to be or is adjudged invalid or void for any reason, such invalid or voi
provision, or portion shall not affect the whole, but the balance of the provisioi
shall remain operative and shall be carried into effect insofar as is legally possil
IN WITNESS WHEREOF, the undersigned parties have executed this
and Restated Declaration of Trust, consisting of ten (10) pages, on the date
respective acknowledgments below. By joining in the execution of this Amer
Restated Declaration of Trust, the Trustees acknowledge, signify acceptan{
Amendments created hereunder, and covenant that the Amended and
Declaration of Trust will be executed with all due fidelity. This Amended and
EXHIBIT B
AMENDED AND RESTATED
DECLARATION OF TRUST
The City of Vilest University Place ("City "), as settlor, designates the me
the City of West University Place City Council to be Trustees and declares tha
holds in trust the funds previously contributed to and currently held by this
Benefit Trust ("Trust "), and all substitutions and additions to such funds, for the
of providing life, disability, sick, accident, and other health benefits to the City'-
employees, and qualified retirees and their dependents.
II.
PURPOSE
This is a nonprofit trust created for the purpose of providing City
employees, and qualified retirees and their dependents with life, disability,
accident, and other health benefits either directly or through the purchase of ii
and to perform operations in furtherance thereof.
III.
DURATION
The Trust shall continue until terminated by operation of law or by maji
of the Trustees.
IV.
TRUSTEES: COMPOSITION, OFFICERS, COMPENSATION, AND MEET
COMPOSITION. The Trustees are the members of the City of West l
Place City Council, and the term of each Trustee is contemporaneous with r
term of office as a Member of the City Council. Whenever a Trustee cease,.
member of the City of West University Place City Council, the person succeedii
her in office will serve as a successor Trustee of the Trust.
OFFICERS. The Mayor shall serve as Chairman and shall preside at mE
the Trustees and shall have all such other powers as are conferred herein or b!
vote of the Trustees. The Mayor Pro Tern shall serve as Vice Chairman ;
preside at meetings of the Trustees whenever the Chairman is absent.
Secretary shall serve as Secretary of the Trust and will oversee the preps
meeting agendas, giving notice of meetings to the Trustees, and the minut{
meetings of the Trustees.
COMPENSATION. The Trustees shall be reimbursed for all reason
necessary expenses incurred by them in the performance of their duties
otherwise receive no compensation for their service as Trustees. Any
reimbursement(s) will be made by the City of West University Place.
MEETINGS. A meeting of the Trustees may be called by the Chaim-
written request to the Chairman by two or more Trustees. Trustees shall hav
V.
RIGHTS, POWERS, AND DUTIES OF TRUSTEES; QUORUM AND VOT
RIGHTS POWERS AND DUTIES. In addition to all other powers at
conferred on them by this Trust document and imposed or authorized by
Trustees shall have the following powers and duties:
1. The Trustees shall carry out all of the duties necessary for th
operation and administration of the Trust on behalf of the covered persons ;
have all the powers necessary and desirable for the effective administratic
affairs of the Trust.
2. The Trustees have the general power to make and enter into all c
and agreements necessary or convenient to carry out any of the powers grantE
Trust document or by law or to effectuate the purpose of the Trust. All such c
and agreements or any other legal documents herein authorized shall be app
the Trustees and signed by the Chairman on behalf of the Trust. The Trust
also designate another Trustee to sign such documents.
3. The Trustees shall use the Trust's funds to accomplish the purpc
Trust, as described in Paragraph 11 herein, and to operate and administer
solely in the interest of the covered City officers, employees, and qualified reti
dependents thereof and for the exclusive purpose of providing benefits to sucl"
and defraying the reasonable expenses of administration of the Trust. To this
dependents. The Trustees may also adopt a health benefits plan that cover
City officers, employees, and qualified retirees, and their dependents.
4. The Trustees may accept contributions to the Trust funds from ar
including contributions from covered persons receiving benefits from the Trust.
5. The Trustees shall be authorized to contract with any
organization to perform any of the functions necessary for providing life, disab
accident, and other health benefits, including but not limited to excess loss
stop loss insurance, claims administration and administrative services. When
by law or desired by the Trustees, the Trustees may seek sealed competitiv
sealed competitive proposals with respect to contracts required to carry
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 Tr
to keep the same invested according to law and at the best interest rates obta
the benefit of the covered persons. The Trustees may hire money managers
adopt an investment policy for its own use and that of its agents in making inv(
The Trustees shall select a depository for the Trust's funds and provide for
security of any and all investments. The Trustees shall designate signatoriE
Trust's depository accounts.
7. The City of West University Place may purchase insurancE
8. The Trustees shall arrange for proper accounting and
procedures for the Trust's funds and shall also provide for an annual audit of tF
financial affairs by a certified public accountant.
9. The Trustees may retain legal counsel to represent the Trust
Trustees in all legal proceedings as well as to advise the Trust and the TrustE
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
of Trust obligations, debts, losses, and other liabilities and shall providE
disposition of the remaining Trust funds in accordance with Paragraph IX hereir
QUORUM AND VOTING. A majority of the Trustees shall constitute
for the transaction of business at any meeting of the Trustees and the vote of t
of the Trustees present shall be required for approval of any action at such
The vote of such majority of the Trustees at such meeting shall constitute acti
Trustees as a group.
VI.
BENEFICIARIES
The beneficiaries of the Trust are the City officers, employees, and
retirees and their dependents who are covered by a life, disability, sick, ac+
against the funds or any other property of the Trust. The rights and intereE
beneficiaries are limited to the insurance or health benefits specified in ai
purchased or plan adopted by the Trustees.
VII.
TRUSTFUNDS
The Trust funds consist of the funds previously contributed to and curr(
by this Trust, future contributions by the Settlor, beneficiary contributions, in
income, and any other money or property which shall come into the han(
Trustees in connection with the administration of the Trust. The Trustees mal
Trust's funds as follows:
1. to pay all expenses which the Trustees consider necessary in esi
the Trust and in administering the Trust and all reasonable expenses incurr(
Trustees in the performance of their duties; as defined to be those allows
Section 222.022(c)(5)(A) [Texas Insurance Code] and or permitted by
Comptroller of the State of Texas in its role as the administrator of this legislatic
2. to pay premiums on any insurance policies allowe(
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 Trust
VIII.
LIABILITY OF TRUSTEES AND OFFICERS
The Trustees shall use ordinary care and reasonable diligence in the e>
their powers and the performance of their duties hereunder; and they shall not
for any mistake of judgment or other action made, taken or omitted by their
faith, nor for any action taken or omitted by any agent, employee or indi
contractor selected with reasonable care; nor for loss incurred through investmi
Trust funds or failure to invest. No Trustee shall be liable for any action
omitted by any other Trustee. No Trustee shall be required to give a bond
security to guarantee the faithful performance of his or her duties hereunder
fullest extent permitted by law: (a) the City of West University Place shall i
each Trustee who was, is, or is threatened to be made a party to any thi
pending, or completed action, suit, or proceeding ( "Proceeding'), any appeal
any inquiry or investigation preliminary thereto, by reason of the fact that the
or was a Trustee; (b) the City of West University Place shall pay or reimburse <
for expenses incurred (i) in advance of the final disposition of a Proceeding
such Trustee was, is or is threatened to be made a party, and (ii) in conne(
such Trustee's appearance as a witness or other participation in any Proceedin
IX.
AMENDMENT, REVOCATION AND TERMINATION
This Amended and Restated Declaration of Trust and the Trust creat(
called meeting at which a quorum is present. Notwithstanding the foreg,
Trustees shall have no power to amend Paragraph II of this Amended and
Declaration of Trust. Beneficiaries of the Trust shall have no right to an
Amended and Restated Declaration of Trust, and their approval shall not be a
or requirement for an authorized amendment by the Trustees.
Upon termination of the Trust, the Trustees shall pay all obligation
losses, and other liabilities of the Trust. Thereafter, the Trustees shall first
remaining trust funds to pay covered claims of persons covered under the Cifi
benefits plan that may be in effect at the time of termination of the Trust
either apply any remaining balance of the funds for the benefit of those coverer
in such manner as the Trustees determine shall best carry out to purposes of
or pay such balance over to such covered persons on a per capi-
Notwithstanding the foregoing, the Trustees, upon termination of the Trust and
of all Trust obligations may, by vote of a majority of the Trustees, transfer the r
funds or any portion thereof to the trustees of any trust or trusts establist
substantially similar purpose to be applied for uses substantially similar to
forth in Paragraph 11 herein.
X.
GOVERNING LAW AND VENUE
This Amended and Restated Declaration of Trust and the Trust create
XI.
MISCELLANEOUS
Whenever the context so admits and such treatment is necessary to inte
Amended and Restated Declaration of Trust in accordance with its apparent
use herein of the singular shall include the plural, and vice versa, and the u!
feminine, masculine, or neuter gender shall be deemed to include the other ger
The captions or headings above the various Paragraphs of this Amer
Restated Declaration of Trust have been included only to facilitate the locati+
subjects covered by each Paragraph but shall not be used in construing this
and Restated Declaration of Trust.
If any clause or provision of this Amended and Restated Declaration
proves to be or is adjudged invalid or void for any reason, such invalid or voi
provision, or portion shall not affect the whole, but the balance of the provisioi
shall remain operative and shall be carried into effect insofar as is legally possil
[INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the undersigned parties have executed this /
and Restated Declaration of Trust, consisting of ten (10) pages, on the date;
respective acknowledgments below. By joining in the execution of this Amer
Restated Declaration of Trust, the Trustees acknowledge, signify acceptant
Amendments created hereunder, and covenant that the Amended and
Declaration of Trust will be executed with all due fidelity. This Amended and
Declaration of Trust is effective as of the date
THE STATE OF TEXAS §
COUNTY OF HARRIS §
acknowledgement block.
1
y
vin T er, Trustee
•. Barnes, Trustee
E"obash, Tt6stee
Before me on this day, personally appeared Bob Higley, Kevin Trautner
Barnes, Lauri Lankford and Ed Sobash, Trustees, proved to me to be the
whose names are subscribed to the foregoing instrument and acknowledged tc
each executed the instrument for the purposes and consideration expressed &
nrnnAr niithnritv and in the rannr_ity OntPri in the ingtriimpnt