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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