2013-01-30_Supplemental Agenda Packet--Dossier de l'ordre du jour supplémentaire �
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City of Saint John
Common Council Meeting
SUPPLEMENTAL AGENDA
Wednesday, January 30, 2013
7:00 pm
8th Floor Boardroom, City Hall
Si vous avez besoin des services en francais pour une reunion de Conseil Communal, veuillez contacter le
bureau de la greffiere communale au 658-2862.
Pages
1. Call to Order- Prayer
1.1 Legal Matter 10.2(4)(f,g)- Shared Risk Plan
1.1.1 Agreement and Declaration of Trust for City of Saint John Shared Risk 1 -26
Plan
1.1.2 Goodmans Memorandum Re: CSJ Pension Plan - Declaration of Trust 27-28
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AGREEIVIENT AND I3ECLARATIQN
4F TRUST
FOR
CITY OF SAINT JOHN
SHARED RISK PLAN
Dated as of this 1st day of February, 2013
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TABLE OF CONTENTS
PREAMBLE.........--•-•............................................................................................. ...................1
ARTICLE I DEFINITIONS ............................................................................................................1
ARTICLE II BOARD OF TRUSTEES...........................................................................................3
ARTICLE III TRUST AND TRUST FUND.................................................................................10
ARTICLE N ADMINISTRATION..............................................................................................11
ARTICLE V MODIF'ICATION AND AMENDMENT................................................................15
ARTICLE VI TERMINATION OF TRUST.................•---.....---....................................................16
ARTICLE VII MISCELLANE�US..............................................................................................16
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AGREEMENT AND DECLARATION OF TRUST
PREAMBLE
This Agreement and Declaration of Trust made as of the 1 St day of February, by and between the
undersigned Trtistees.
WHEREAS, the Saint John Fire Fighters Association, Internarional Association of Fire Fighters,
Local 771 ("IAFF"), Saint John Police Association ("SJPA"), CUPE, Local 18, Saint John City
Outside Workers ("CUPE 18") and CUPE, Local 486 ("CUPE 486") (collectively, tl�e
"Unions") and the City of Saint John (the "Employer") entered into a memorandum of
understanding dated December 21, 2012 (the "MOU") to convert the CiTy of Saint John Pension
Plan (the "Pre-Conversion Plan"}to a shared risk pian, known as the City of Saint John Shared
Risk Plan (the "Saint John SRP");
WHEREAS, in accordance with article 3.1(z} of the MOU, the Board of Trustees for the Saint
John SRP must be established by February 1, 2013;
WHEREAS, article 3.1(z) af the MOU provides that in the interim the pre-conversion City of
Saint John Plan board of trustees {known as the Pens�on Board) (the "Pension Board") shall act
as the Board of Trustees for the Saint John SRP; and
WHEREAS,this Agreement and Declaratian of Trust is entered into to newly constitute a Board
of Trustees that shall maintain and administer ti�e Saint John SRP in accordance with the
provisions of the Saint John SRP,the Pension Benefits Act a.nd the Income Tax Act.
NOW THEREFORE, in cflnsideration of the premises, it is understood and ageed as follows:
ARTICLE I
DEFINITIONS
As used herein, the following terms sball have the meaning specified in this Article:
1.1 "Acceptance of Trusteeship" means an instrument in writing executed by a Trustee
whereby he or she accepts the trusteeship set forth in this Agreement substantially in the
form of the attached Schedule A;
1.2 "Actuary" means a Fellow of the Canadian InstituEe of Actuaries, or a firm employing
such a persan, appointed �y the Board of Tnistees for the pnrposes of the Saint John
SRP;
1.3 "Agreement"means this Agreement and Declaration of Trust;
l.4 "Alternate Trustee" means an alternate trustee appointed by a Party in accordance with
Article II;
1.5 "Board of Trustees" or "Trustees" means the Board of Trustees of the Saint John SRP
and the individual members appointed in a�cordance with Articie II;
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1.6 "City Appointee" means a Trustee appointed by the Common Cour�cil of the Employer
in accordance with Article II;
1.7 "Collective Agreements" means the following collective agreements covering
employees represented by the bargaining units of the Unions: ColIecYive Agreement
between The City of Saint John, N.B. and the Saint John Fire Fighters' Associahon,
Local Union No. 771; Working Agreement between The City of Saint John, N.B. and
The Canadian Union of Public Employees, Saint John City Hall Employees' Local Union
No. 48b, C.L.C.; Working Ageement between The Board of Police Cammissioners for
the City of Saint John and The Canadian Union of Public Employees, Saint John City
HaI1 Ernployees' Local Unian No. 486, C.L.C.; Working Agreement between T'he Saint
John Board of Police Comrnissioners and The Saint Jol�n Police Association; and
Working Agreement between The City of Saint Jahn, N.B. and The Canadian Union of
Public Employees, Local#18 (Outside Workers);
1.8 "Conversion Date"means January 1, 2013;
1.9 "Effective Date"means February l,2013;
1.10 "Employees" means the fu�l-time and part-time employees covered by the Collective
Agreernents who now are, or who will become mernbers of the City of Saint John Shared
Risk Plan by virtue of their inclusion as full-time and part-tirne em�loyees in the
bargaining units covered by the CoIlecrive Agreements and any fuli-time and part-time
non-unionized employees exnpIoyed by the Employer who now are, or who will become
members of the City of Saint John Shared Risk Plan;
1.11 "E�ployer"means the City of Saint John;
1.12 "Facilitator" means a person appoznted by the Baard of Trustees pursuant to Section
2_6(a);
I.13 "Ft�nd" means the assets held in trust under the terms of the Saint John SRP and the
Funding Contract to provide for the payment of benefits as described in the plan to
Members and t.heir beneficiaries and which is also referred to herein as the "Saint Jahn
SRP Trust Fund";
1.14 "Funding Agency" means a trust or insurance company, designated by the Board of
Trustees tn hold the whole or a portion of tlie assets of the Fund at any time under the
terms of the Funding Contract;
1.15 "Funding Contract" means a contract between the Fzu�ding Agency and the Board of
Trustees relating to the management, investment and administration of the Fund;
I.lb "Funding PoGcy" means the funding policy for the Sainf John SRP, as amended from
time to time, in accordance with the Saint John SRP and the Pension Benefits Act;
1.17 "Incame Tax Acl" means the Income Tax Act, R.S.C. 1985 c.l (Sth supplement), as
amended from tirne to time, together with any relevant regtylations and administrative
rules made thereunder from time to time; 4
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1.18 "�nvestment Policy" means the investment policy established by the Board of Trustees
for the Saint John SRP in accordance with the Pension Benefits Act;
1.19 "Member" mea.ns an individual who has joined the Saint John SRP in accordance with
the terms thereof and who remains contingently or absolutely entitled to a benefit
entitlement under the Saint John SRP;
1.20 "Party" or "Parties" means a Union or Unions andJor the Employer as the context
requires;
1.21 "Pension Benefits Act" means the Pension Benefits Act, R.S.N.B. ch. P-5.1, as amended
from time to rime, together with any relevant regulations and ad�ninistrative rules made
thereunder from tirne to time;
1.22 "Pension Board"has the meaning set forth in the Preamble;
1.23 "Plan Year"means the calendar year;
1.24 "Pre-Conversion Plan"has the meaning set forth in the Preamble;
i.25 "Saint John SRP" has the meaning set forth in the Preamble and includes amendments
of such plan from rime to time in accordance with the terms thereof and the Pension
Benefits Act;
1.26 "Superintendent"has the meaning set forth in the Pension Benefits Act;
1.27 "Trustees Act" rneans the Trustee.s Act R.S.N.B. 1973, T-I5, as amended from time to
time, together with any relevant regulations and administrative rules made thereunder
from time to tirne;
1.28 "Unions" has the meaning set forth in the Preamble and "Union" means one of the
Unions as appropriate to the context; and
1.29 "Union Appointee"means a Trustee appoin#ed by a Union in accordance with Article II.
ARTICLE II
SOARD OF TRUSTEES
2.1 C4MPOS�TION�F BOARD
(a) The Board of Trustees under this Agreement, who shall be the Trustees of the
Fund, shall consist of eight (S) Trustees, (including, for greater certainty, s�ch
successor Trustees as may be designated from time to time as hereinafter
provided).
(b) IAFF shall appoint one(1) Trustee. SJPA shall appoint one(1) Trustee. CUPE 18
shall appoint one (1) Trustee. CUPE 486 shall appoint one (1) Trustee. The
Common Council of the Employer shall appoint four (4) Trustees. Each Party
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may also appoint an Alternate Trustee (or, in the case of a Party that has
appointed multipie Trustees, Alternate Truste�s up to the number of Trustess
appointed by the Party} who may attend meetings of the Trustees and act as a
Trustee in the event that the Trustee appointed by such Party is unable to attend a
meeting of the Board of Trustees. Where a Party that has designated multip�e
Trustees has designated �nore than one alternate Trustee, the Party rnay estabtish a
ranking order as to which Alternate Trustee should first be cailed upon to attend a
meeting of the Board of Tnistees where an appointed Trustee is unable to attend.
For greater certainty, where an Alternate Trustee attends a meeting instead of the
appointed Trustee, such Alternate Trizstee shall have all rights, powers, dut�es and
obligations of the appointed Trustee for purposes of the meeting. Any Alternate
Trustees appointed as of the date of this DecIaration of Trust are set out on
Schedule B.
(c) The initially appointed eight (8) Trustees shall take office on the Effective Date,
at which time the Pension Board shall cease to act as trustees for the Saint John
SRP.
2.2 APPOINTMENTS TO THE BOARD
(a) Appointments to the Board of Trustees shall be for a term of four (4) consecutive
years. Such appointments to the Board of Trustees may be renewed.
(b} The members of the Board of Trustees shaIl acY independently of the Party who
appoi.nted him or her.
(c} In order to qualify as a Trustee, a Trustee shall not be a non-resident of Canada
for purposes of the Income Tax Act.
(d) Each Trustee shall agree to accept the trusteeship aud to act in that capacity
strictly in accordaxice with the provisions of the Saint John SRP and this
Declaratian of Trust and to either execute this Agreement or to sign an
Acceptance oF Trusteeship upon their appointment as a Trustee.
{e) A Trustee may be remaved by the Superintendent in accordance with the Pension
Benefits Act. In these circurtzstances the Party that appointed the removed Trustee
shall appoint a replaceznent Trastee vvithin s�fy{60} days (which nnay, far greater
certainty, be the Party's Alternate Tn.istee), failing wlzich a replacement Trustee
may be appointed by the Superintendent in accordance with the Pension �enefit,s
Act.
(� If a Trustee, without good reason, fails to attend two (2) consecutive meetings of
the Board of Trustees or tl�ree (3} meetings of the Board of Trustees within a one
(1) calendar year period, (in cach case, called in accordance with the provisions of
this Agreement}, the Board of Trustees shall hold a vote to determine whether
such Trustee shall be removed from the Boazd of Tnistees and the Baard of
Trustees may by vote in accordance with Section 2.5(k} remove such Trustee.
For greater certainty, the Trustee who has failed to attend the meetings shall not
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be entitled to be present for the discussion or voting if he or she is present at the
meeting where the potential removal is addressed. If such Trustee is removed, the
Party that appointed the removed Trastee shall appoint a replacement Trustee
within sixty (60) days (which may, for greater certainty, be the Party's Alternate
Trustee).
(g) Each Trustee shall continue to serve until his or her resignation, incapacity,
removal by the Superintendent, removal by vote of the Trustees under Section
2.2(fl, death, or terminanon of his or her term as a Trustee on the Board of
Trustees.
{h) Any Trustes may resign at any time upon giving notice to the chairperson of the
Board of Trustees. In the event of a Trustee ceasing to act whether by incapacity,
resignation, death, removal by the Supez intendent, removal by vote of the
Trustees under Seetion 2.2(�, or terminarion of his or her term as a Trustee on the
Board of Trustees, the Trustee shall be replaced by the Party that originaIly
appointed the said Trustee. For greater certainty, the Party rnay appoint the
Party's Alternate Trusfee to replace the said Tr�stee.
{i) In the event of the incapacity or resignation of a Trustee, such Trustee shall be
fully aischarged from all future duties, responsibilities and liabiIities, except as set
out in Article VIT of this Agreement, upon notice in writing being received from
him or her or an agent, personal representative or power of attorney £ar personal
care on his or her behalf by the chairperson. The notice shall state the date of
such resignation or incapacity and shall be effective as of that date. In the event
of the death of a Trustee,his or her heirs, administrators, estate trustees, executors
and assigns shall be fully discharged from a11 futnre duties and responsibilities in
respect of the Saint John SRP as of the date of the death.
(j) Tn the event of the inability, refusal, or incapacity of a Trustee to act as a Trustee,
if the Party that appointed the said Trustee also appointed an Alternate Trustee,
such Alternate Trustee shall possess and may exercise any and aIl the powers of
such Trustee for a reasonable time pending the return of the Trustee, or until the
assumption af his or her powers, duties, and obligations by his or her successor.
(k) Any successor Trustee shall become vested with all the property, rights, powers,
duties and obligations of a Trustee hereunder immediately upon his ar her
designation as a successor Trustee and upon his or her execution of an
Acceptance of Trusteeship. All the Trustees then in office as we11 as other
appropriate persons shall be notified immediately. No Trustee shall be
responsible for atly act or omission of the Trustees, the Pension Board, or any of
them, which occurred prior to his or her appointment.
{1) Upon expiration of the term of any Trustee, a successor, who may be the same or
another person, shall be appointed in the manner set forth in this Section 2.2. If no
other successor to a Trustee has been appointed as described in this Section 2.2
prior to the end of the Trustee's term, then such Trustee shali be deemed to have
been appainted for a fitrther term. �
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(m) When a Trustee ceases to act as a Trustee far any reason he or she shall forkhwith
tux7n over to the other Trustees any records, books, documents, monies and other
properties and assets in his or her possession forming part of the Fund or
incidental to his ar her duties as a Trustee undet this Agreement or retating to the
administration of the Fund.
2.3 ACCEPTANCE OF TRUST
A Trustee refened to in �he preceding sect�ons o£this Article, who shall be a natural person,
upon signing this Agreement, or upon written Acceptance of Trusteeship filed wit,h the Board of
Trustees in the case of any successor additional Trustee, sha11 be deemed to accept the trusts
referred to in Article III and to consent to act as Trustee and agree to adrninister the Fnnd as
provided herein.
2.4 COMPENSATION OF TRUSTEES
The Trustees shall not be remunerated £or the service that they renaer in carrying out the duties
of the Board of Trustees and shal� serve without compensarion from the Fund except for
reimbursement of lost wages as described in Sectian 3.4 and reimbursement for all reasonable
expenses in connection with meetings of the Trustees and attendaxice at Trustee education
programs in accordance witl� Section 2.7.
2.5 MEETINGS
{a) Within thirty (30) days of the effective date of this Agreement, the Trustees shall
meet in person at a time and place designated by the Chairperson of the Pensian
Board. At the first meeting of the Trustees, the Trustees shall elect from amongst
themselves a chair and a vice-chair. If the chairperson is a Union Appointee, the
vice-chair shall be a City Appointee or vice versa. The positions of the chair and
vice-chair shall be held for two {2} years from the date of such election. Upon the
expiry of the term of the chair and vice-chair, the Trustees may hold a new
election if tkey desire. If no election is held, the original chair and vice-chair
shall continue for a furthez- two (2) years. No chair or vice-chair sha11 remain in
office for more than four (4) consecutive years. Upon the expiry of the term of
the chair asid vice-chair, a new elect�on shall be l�eld amongst the Trustees. If the
original chair was a Union Appointee, the new chair sha11 be a City Appointee
and likewise for the vice-chair. In the event of the resignation of the chair during
his or her term, the vice-chair shall automatically become the chair and a new
vice-chair shall be elected by all the Trustees from amongst the available
Tnzstees. In the event of the resignation of the vice-chair, the available Trustees
shall elect among themselves a new vice-chair at the first rneeting after the
vacancy of the vice-chair. For greater certainty, at a11 times one of the chair and
the vice-chair shall be a Union Appointee and the other shall be a City Appointee.
At the first meeting of the Trustees, the Trustees shall aIso name a Facilitator in
accordanc�with Section 2.6.
(b) All meetings shall be held in person. However, if consented to by the chair and
vice chair, a.ny or all of the Trastee$may participate in a meeting of the Board of
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Trustees by means of such telephone, electronic or other communication facilities
as to permit a11 persons partaicipating in the meeting to cotnn�utiicate with each
other simultaneously and instantaneously, and any Trastee participating in such a
meeting by such means is deemed to be present at the meeting. Any such cansent
shall be effective whether given before or after the meeting to which it relates and
may be given with respect to a1l meetings of the Board of Trustees held while the
Trustee holds office. Despite the foregoing, meetings by telephone, electronic or
other communication facilities as to permit all persons parficipating in the
meeting to coanmunicate with cach other simultaneously and instautaneously prior
to the first in person meeting of the Board of Trustees (called pursuant to section
2.5(a)} may be held in accordance with this Section provided that a11 Trustees
approve.
(c) The Trustees shall meet as frequently as they determine, but not fewer than four
(4) tirnes per year at such time and place as the Trustees may agree upon.
{d) Any six (G) Trustees may call a special meeting of the Trustees at a place so
specified by those calling the meeting. Such notice shall either be delivered in
person to all Trustees and to a11 Parties or transmitted to an electronic address of
such persons as provided in Section 7.3, ir;each case, at least five (5) days prior to
the meeting.
(e) VVithin nine (9) months of the end of the Plan Year, there shalI be held a meeting
of the Trustees, which shall be the annual meeting, at which time the Trustees
shall ensure that alI reports, procedures and policies required to be reviewed
and/or filc;d by the Trustees, such as audited financiai staternents, funding policy,
investment policy, risk management procedures and any investment management
reports, actuarial reports and other reports, procedures aud policies have been
reviewed andlor filed in accordance with the Pension Benefits 14ct. The Trustees
shall invite r�presentahves of the Parties to attend the annual meeting for purposes
of observing the tabling of the aforementioned reports, procedures and policies,
but such representatives shall have no voice or vote.
(� Regular meetings of the Trustees shall be called by the chairperson by giving
notice in accordance with Section 7.3 at least ten (10) clear days before the date of
the meeting to the Trustees and to the Parties.
(g) Representatives of each of the Parties may attend any meeting of the Trustees
only for the purpose of observing. The chair of the Baard of Trustees, in his or
her absolute discretion, may limit the number of observers based upon the space
availability for the meeting.
{h) Any notice to the Trustees may be validly given if delivered in accordance with
Section 7.3. No notice of ineeting shall be necessary when a quorum is present
and those comprising fihe quorum consent to the traz�saction of business, and the
Trustees, if any,who are not present waive notic�, in writing.
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(i) In order to transact any business at a meeting, a quorum shall be present. A
quorum shall be at least six (b) Trastees. In the event that there is an unequal
number of Union Appointees and City Appointees present for the purpose of any
vote there shall be deemed to be an equal number of Union Appointees and City
Appointees regardless of the actual number of Trustees present. If there are a
greater number of Union Appointees than City Appointe�s in attendance, the
Union Appointees shall only vote in the number of Trustees in attendance by the
City. If there are a greater number of City Appointees than Union Appointees in
attendance, the City Appointees shall only vote in the number of Trustees in
attendance by the Unions. For greater certa.inty, where there are an unequal
mm�ber of Union Appointees and City Appointees present a decasion of the Boazd
of Trustees may be made in accordance with this section with Iess than six
Trustees voting on the matter.
{j) In the event that no quoruin shouId be present for the transac�ion of business at
any meeting, and further at least three (3) iJnion Appointees or three (3) City
Appointees are present, the Party with at least three (3) Trustees present may, in
its absolute discretion, give notice to the other Trustees in writing of the date of
the next meeting of the Trustees. If at such next meering there is no quor�m
present due to the absence of at least three (3) Trustees appointed by the same
Party who were absent previously, the Party whose Trustees are absent will be
deemed to have waivcd these quorum requirements for the purpose of such
meeting, and the meeting may proceed. Any resolutions adopted or other action
taken at such meeting shal] be valid and effective as if passed at a meeting at
which a qnorum were present and aIl interested Parties shall be deemed to be in
agreernent with the decisions made by the Trastees and to be bound by such
decisions. The decisions made at snch meetings are not subject to reconsideration
without t7ie specific agreement of the Trustees appointed by the Party who were
present and met with the quorum requirements at both previous meetings.
(k) The decisions of the Trizstees shall be a consensus. However, when a consensus
cannot be reached, a vote may be held upon the request of any Trustee and the
cha.ir shall have the right to vote in any vote. A tie vote results in a dead lock. In
the event of a dead lock, a rneeting of the Trustees shall be held no later than ten
(10) clear days after the dead lock has arisen for the purpose of reso�ving the issue
or such later dates as rriay be agreed upon by the Trustees. ln the event the
dispute is not resolved at such meeting, the matter must be referred to the
Facilitator.
(1) Unless otherwise agreed by the Trustees by resolution, policy or written
instrument, Roberts' Rules of Order will be used in the conduct of the meetings of
the Trustees.
(m) Decisions may also be made at any time by the Board of Trustees without a
meeting provided that both the chair and vice chair so agree, by obtaining the
written approval of alI Union Appointees and a11 City Appointees then in office,
Despite the foregoing, decisions prior ta the first in person meehng of the Board
of Trustees (called pursuant to seo��n 2.5(a)) may be made in accorda.nce with
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this Section provided that all Trustees provide written approval. Written approval
may be obtained by means of execution and delivery of original counterparts or
by means of executed counterparts delivered electronically in accordance with
Section 7.3. Such decision shall be deemed to have been taken as of the date the
last member approving the decision signs snch approvat.
(n) In the event that a Trustee finds himself or herself in a position whereby he or she
(or any person related to him or her within the meaning of the Income Tax Act)
wiIl personally benefit directly or indirectly from the Saint John SRP, excepting
t3ie provision of benefits under the Saint John SRP, the Trustee sha11 declare the
nature and extent of such benefit immediately upon becoming aware of it, and
shall not partake in any decisians affecting the matter.
2.6 FACILITATOR
(a) At the first meeting of the Board of Trastees (called pursuant to Section 2.5(a}),
the Trustees shall narne a Facilitator by unanimous vote. The Facilitator shall not
be a member of the Board of Trustees. In the event that the named Faci�itator
shall not be available should a matter be referred to him or her in accordance with
Section 2.5(k}, the Board of Trustees shall unanimously appoint an alternate
Facilitator to dcal with such matter in accordance with this Section 2.6 at such
time.
(U) The powers and duties of the Facilitator shall be to decide the matter that has been
referred ta him or her in accordance with Section 2.5(j}. The Facilitator's
decision shall be binding on the Board of Trustees. The Facilitator sha11 not be
obliged to decide immediately a matter that is the subject of a �ied vote, and may
decide to reserve his or her decisian or to carry the matter forward far further
discussion at one or more subsequent meetings of the Board of Trustees.
Following the decision,the Facilitator's appointment shall terminate.
(c) If the matter is not resolved in accordance with Sectian 2.6(a) and 2.6(b) within
the time prescribed by the Pension Benefits Act, then the Superintendent may
determine the dispute resolution process to be followed and may appoint such
person or persons as he or she considers necessary to resolve the dispute.
(d) The Trustees may authorize the payanent from the Fund to the Facilitator of an
honorariurn in such reasonable amount as the Trustees may from time to time
determine, in addition to an ar�nount equal to reasonable teansportation expenses
from the Faciiitator's pr�ncipal place of business or residence, plus an allowance
for other reasonable out-of-pocket expenses for attending meetings of the Board
of Trustees.
2,'7 TRUSTEE EDUCATION
The Trustees shall participate regularly in education programs, provided such programs
are designed to enhance the knowledge base of the Trustee related to the administration
and investment of the Saint John SRP and�Fund.
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ARTICLE III
TRUST AND TRUST FUND
3.1 CONFIRMATI4N OF TRUST
The trust that was in existence on the conversian of the City of Saint John Pension Plaix
to the Saint John SRP as administered by the Pension Board is hereby confirmed to
continue notwithstanding the replacement of the Pension Board by the Board of Trustees.
3.2 TRUST PROPERTY
The Trizstees are hereby confirmed to be vested with a1I right, title and interest in and to
the Fund for the uses, purposes and duties set forth in this Agreement. The Trustees shall
jointly hold the Fund and act in al� matters on behalf of the Fund under the name of the
"Trustees of the Saint John SRP Trust Fund".
3.3 PURPOSE OF TRUST
The Fund has been created and established and the Trustees agree to administer it for the
purpose of providing retirement and related benef ts for Mernbers and their beneficiaries
in accordance with the Saint John SKI', the Pension Benefits Act and the Funding Policy
and for no other purpose.
3.4 APPLICATION OF TAE TRUST FUND
To effect the purpose of the Trust, the Board of Trustees shall have the power to use and
apply the Fund in the manner sef forth in this Agreement including as follows:
(a) The Board shall canse the Fund to be invested and to be utilized for the payment
of retirement and related benefits pursuant to the Saint John SRP.
(b) The Board shall pay or provide for the payinent of all reasonable and necessary
expenses, costs and fees incurred by the Board of Trustees in connecnon wifih the
maintenance of the Fund. All expenses of the Trustees shal] be approved by the
Trustees and shall be paid for by the Fund provided such expenses are reasonable
as determined by the Trustees and are incurred as a result of attending to the
administration and investment of the Saint John SRP and the Fund. All expenses
must be accompanied by a receipt. In the event that any Trustee is not paid salary
or wages while attending to the affairs of the Trt2st during regular working hours,
the Trustees shall reimburse from the Fund his or her lost salary or wages up ta a
maximum of$l 500.00 per day per Trustee.
(c) The Board of Trustees shall pay or provide for the payment of all t�es or
assessments of any kind levied or assessed under existing or future Iaws upon or
in respect of the Fund or any money or property forming a part thereof.
(d) The following limitations shall apply to the rights to, interests in, or use of, the
Fund:
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i. No Trustee shall, except w�en acting as a Trustee and in concert with
othex Trastees as permitted hereunder, receive or otherwise have control
over any of the monies or property which at a.ny tirne form part of the
Fund, except for reimbearsements described in Section 2.�4.
ii. Neither the Unions, Ernployer, Members, r�or any other person,
association or corporation shall have any right, title or interest in or to the
Fund.
iii. Except as otherwise expressly provided herein, no part of the corpus or
income of the Fund shall be used for ar diverted to purposes other than the
exclusive benefit of Members and their beneficiaries.
iv. No money, property, equity, or interest of any nature whatsoever in the
Fund or in any benefits or monies payable therefrom, shall be subject in
any manner by any participant, or person claiming through a Member, to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
garnishment, lien or charge, and any attempt to cause the same to be
subject thereto shall be null and void.
v. The assets of the Fund shall be invested in accordance with the Investment
Policy and sha11 be 2nvested only in investments permissible under
applicable 1aws.
3.5 BINDING EFFECT
It is hereby agreed that this Agreement is binding upon the Unions, Employer, Mernbers
and Trustees.
ARTICLE IV
ADMINTSTRATION
4.1 GENERAL POWERS AND DUTIES OF THE BOARD
The responsibility for the administration and operation of the Fund aud the Saint John
SRP shall be vested in the Board of Trustees, and for such administration and operation
the Board of Trustees shall, consistent with the purposes of the Fund, subject to tbe
Pension Benefits Act and the Incorne Tax Act, have the power, duty and responsibility to:
(a) Administer and operate the Fund and the Saint John SRP in accordance with the
terms of this Agreement to ensure that the Fund is used for providing pension and
relatetl benefits to Members and beneficiaries.
(b) Attend to:
i, all measurements and reporting required by the Pension Benefits t1ct,
including regula�r actuarial valuations and stochastic modeliing of the
assets and liabilities of the�int John SRP;
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ii. administering and invest�g the Saint John SRP, in accordance with the
Pensron Benefits Act, the Investment Policy and the Funding Policy. For
greater clarity, this includes the power to increase or decrease
cantributions and benefits in accordance with the Fu.nding Policy; and
iii. al1 other requirements of an administrator under the Pension Benefits Act.
(c} Enact rules and reguIations relating to the administration of the Saint John SRP to
cany out the terms hereof and may amend such rules and regulations from time to
time. Such rules and reguIations shall not conflict with any provision of the Saint
John SRP, the Pension Benefits Act or the Incame Tax Act.
(d) Construe the provisions ofthis Agreement, the Funding Policy and the Saint John
SRP ana the terms used therein, and any reasonable construction or interpretation
adopted by the Board of Trustees shall be binding and co�clusive on alI persons
affected thereby.
(e) Except as otherwise provided in the Saint John SRP, and notwithstanding the
generality of the foregoing, have the fallawing powers:
i. to enter into any and all contracts and agreements, either with private
individuals, corporations, or with any government department or agency,
which can, directly or indirectly, assist in the purposes of cariying out the
terms of the Saint dohn SRP;
ii. to authorize persons to invest, reinvest and divest the monies of the Fund;
however, notwithstanding the generality of the foregoing, #1ie Boazd of
Trustees may direct invesirnent counsellors as to the particular nature and
type of investment that, in the absolute discrerian of the Board of Trustees,
meets the objectives of the Fund;
iii. to callect, compromise, settle, submit to arbitration and release claims or
dernands in favour of or against the Fund on such terms and conditions as
the Trustees may deem advisable;
iv. in accordance with the Funding Policy, to establish and accumulate as part
of the Fund a reserve;
v. to pay out of the Fund all real and persanal property taxes, incvme talces
and any other taxes of any kind levied or assessed upon the Fund ar the
Trustees (acting in their capacity as Trustees};
vi. to pay fi-om the Fund all reasonable and necessary expenses, costs and fees
in connecrion with the colleetion of contributions;
vii. to pay from the Fund such monies as required to hire on a permanent basis
or contract basis, or an a fee for service basis such administrators,
investment managers, actuaries, legal counsel, accountants, medical
experts, pre-retirement expg�ts, clerical assistants and such other experts
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as the Trustees may, in their absolute discretion determine,
notwit�standing that such professional personnel or other persan�nel may
have been in the past or presently employed hy any Party and to manitor
the performance of all of the above;
viii. to receive and co-mingle all contributions and monies received by them;
ix. to authorize borrowings at a chartered bank, trust company or credit union,
when necessary for the effective operat�on of the Fund, subject to the
Income Tax Act and tbe Pension Benefits Act,provided that:
(1) any borrowing shall not exceed a term of 90 days, be a part
of series of loans or other transactions or repayments and
none of the property af the Saint 3ohn SRP may be held as
security far the borrowed money except where thc
borrawing is necessary to pravide funds for the current
payment of benefits or the purchase of annuities under the
Saint 3ohn SRP without resort to a distressec3 sale of
property of the Saint John SRP; or
{2) where the money is borrowed for the purpose of acquiring
real property that may reasonably bc cansidered to be
acquired for the purpose of producing income from
property, the aggregate of ali amounts borrowed for the
purpose of acquiring the property and any indebtedness
incurred as a consequence of the acqnisition of the property
shall not exceed the cost to the property, and no property of
the Saint John SRP, other than the real property being
acquired, shall be used as security for the borrowed money;
x. to obtain from the Employer such information as rnay be deemed
necessary for the proper administration of the Saint John SRP and Fund;
and
xi. to the extent not hereinbefore enumerated, all powers under the Trustees
Act.
{fl In addition to such other powers as are set forth herein or conferred by 1aw, to do
all acts whether or not expressly authorized herein which the Board of Trustees
may deem necessary or proper far the adrainistration, investment and operation of
the Saint John SRP and the Fund held hereunder, subject to the�ncome Tax Act
and the Pension Bene�ts Act.
4.2 APPOINTMENT OF AGENTS AND DELEGATIUN OF POWERS
(a) The Board of Trustees may appoint one or more agents to carry out any act or
transaction required for the administration, investment and management of the
Saint 7ohn SRP and Fund (includi5g, without limitation, a Funding Agency} or
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may retain advisors. Every agent appointed by the Baard of Trustees shall report
to and be subject to the direction and continuing supervision of the Board of
Trustees.
{b) The Board of Trustees may, in its discretion, delegate ta committees of the Board
of Trustees such functions as, in the judgment of the Board of Triistees, may
appropriately be performed by such committees.
(c} The Board of Trustees shall be entitled to rely upon all statements and reports
furnished by the Actuary, an accountant, an appraiser, a la.wyer or other
professional advisor retained by the Baarc� of Trustees.
4.3 BOOKS AND RECORDS,EXECUTION OF INSTRUMENTS
(a) The Trustees shalI keep true and accurate books o£account aud records of all their
transactions, meetings and any action taken at such meetings or by informal
action of the Trustees and such other data as may be necessary for the proper
administration of the Saint John SRP and Fund.
(b) The books, accounts and records shall be audited annual�y or more often by an
independent professionally designated accountant as selected by the Trustees.
Copies of such audit shall be available at all times upon reasonable notice for
inspection by representatives of the Parties and to Members at the principal office
of the Fund.
(c) The Trustees shall prepare, execute, fi�e and retain records of all repo.rts required
by law or deemed by them to be necessary or appropriate for the proper
aeiministration of the Saint John SRP and Fund. The Trustees sha11 also maintain
on a current basis all information necessary for the actuarial studies required to be
rnade from time to time in conriection with the Saint John SRP and Fund.
(d) The Trustees sha11 furnish to Members all information required to be disclosed
pursuant to the Pension Benefit.s Act and Saint John SRP.
(e) Unless specifically authorized, a.11 notices or other written instruments, signed on
behalf of the Trustees, sha11 be signed by not fewer than two (2} Trustees, one of
whom shall be a Union Appointee and the other shall be a City Appointee. The
Tr�stees may also specifically authorize a Trustee, the Actuary ar other agent, to
execute a notice or instrument in writing on behalf of the Trustees.
(fl Unless specifically authorized, all conveyances, mortgages, discharges of
mortgage, assignments of mortgages, tra�nsfers of stocks, debentures, bo�ds and
other securities, agreements and other documents relating to the Saint John SRP,
the Fund or to ariy invesfrnent thereof required to be executed by the Trustees
shall be signed by not fewer than two (2) Trustees, one {1) of whom shall be a
Union Appointee and one (1) of whom shall be a Cxty Appointee. The Trustees
may also specifically authorize such documents ta be executed on behalf of the
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Trustees by such persons or corporations or in any other such manner as the
Trastees may from time to time provide.
(�) The name of the Fund may be used to designate the Trustees collectively and a1I
instrutnents may be exe�uted by or for the Trustees as provided hereunder in such
name.
(h) All monies received by the Trustees shall be deposited by them in an account
maintained in one or more Canadia.n chartered banks, trust companies or credit
unions as fihe Trustees may designate for that purpose. All accounts shall be
drawn upon only by cheques signed by the Trustees who are, from time to time,
authorized in writing by resolution of the Trustees to sign such cheques. No
cheques signed by the Trustees shall be valid unless signed by two (2) Trustees,
one (1} signature from a Union Appointee and one (1) signature from a City
Appointee. Notwithstanding the foregoing, the Trustees may, in their absolute
discretion, specifically authorize such other persons as the Trustees deem
necessary, to sign cheques on behalf of the Trustees and to deal with banks, trust
companies, or credit unions on behalf of the Trustees.
(i) All expenses incurred with respect to training and education of Trastees referred
to in Section 2.7 both inside and outside of the Province af New Brunswick slnall
be borne by the Fund.
(j) The Trustees and any appointees of the Trustees who are empowered and
authorized to sign cheques as outlined above, shall bc bonded by a surety
company in such amounts as may be determined by the Trustees. The cost of the
bonds shall be paid by the Fund.
ARTICLE V
MODIFICATION AND AMENDMENT
5.1 PERMITTED MODIFICATIONS
This Agreement may be modified or amended in any respect from time to time by the
Board of Trustees, in such manner as the Board of Trustees deems advisable in carrying
out the purposes ofthis Agreement and the Saint Joh�n SRP, subject to the restrictions set
forth in Section 5.4.
5.2 METHOD OF MODIFICATI4N
Any proposed modifications of this Agreement shall be submitted in writing to each
member of the Board of Trustees not less than ten (10) days before the date of the
meeting at which the modification will be considered. Modificativns shalI be approved in
accordance with Secnon 2.5.
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5.3 NOTIFICATION TO UNTONS AND EMPLOYER
The Board of Trustees shall furnish to the Unions and the Empioyer a copy of each
madification af this Agreement not later than thirty(30} days after the end of the calendar
year in which such modification is rnade.
5.4 PROHIBITED MODIFICATIONS
Despite anything in this Agreement to the contrary, no modification of this Agreement
may be made which would:
(a} divert the Fund to a purpose other than as set forth herein;
(b) provide any compensation from the Fund for any rnember of t]�e Board of
Trustees;
(c) be inconsistent with the Pension Benefits Act, the Income Ta�r Act, Saint John SRP
or the Funding Policy; or
(d} amend the constitution of the Board of Trustees such that there is an unequal
number of City Appointees and Union Appaintees.
ARTICLE VI
TERMINATION OF TRUST
6.1 TERMINATION OF TRUST
This Agreement and the Trust shall remain in effect unti� terminated by action of the Employer
and the Unions. In the event of termination, the Board of Trustees shall:
(a) Make provision out of the Fund for the payment of expenses incurred up to tlze
date of terminatian of tl�e Trast and the expenses incident to such termination.
(b} Proviae for distribution of the assets of the Fund in accordance with the terms of
the Saint John SRP.
(c) Arrange for a final audit and report of its transactions and accounts, for the
purpose of terminating its trusteeship.
(d) Arrange for a final audit and report from the Funding Agency.
ARTICLE VII
M�SCELLANEUUS
7.1 LIMITATION OF LIABILITY
(a) Neither the Board of Trustees nor any Trustee shall be liable for any error of
judgment or for any Ioss arising ot�tgof any aet or omission in the administration
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or investment of the Fund, including, without limitation, with respect to any of the
following:
i. liability or debt of the Fund that they contract ar incur;
ii. the non-fulfillment of any contract;
iii. the improper application of any part of the Fund; or
iv. any other liability arising in connection with the adminisiration of the
Fund.
{b) Notwithstanding the generality of subsection 7.l(a) above, nothing shall exempt
any Trustee from liability arising out of his or her own wilful misconduct, bad
faith or negligence, or entitle such Trustee to indemnificat�on for any amounts
paid or incurred as a result thereof, including the costs of litigation.
(c) The Trustees, any indiv�dual or successor Trustee shall have in their favour a first
lien and charge against the Fund for his, her or their security and indemnification
against any liability of any kind which the Trustees or any of them incur,
including the costs of defence of litigation on a solicitor client basis.
(d) The Trustees and each individual Trustee sha11 not be liable for any error o£
judgrnent or Ioss arising out of any act or omission in the execution of their duties
so long as thcy, she or he acts in good faith and without negligence, nor shall any
Trustee, in the absence of his or her own wilful misconduct, bad faith or
negligence, be persanally liable for the acts or omissions of himself, herself or
any other Trustee or any agent or attorney of the Trustee or Trustees.
(e) No Trustee shall be liable or responsible for any act or default of any other
Trustee whether acting singly or jointly unless such Trustee acted in collusion
with such other Trustee in a wilful or negligent manner, or for any losses or
expenses resulting from or occasioned by anything done or neglected to be done
in the administratron of the Trust Fund prior to his or her becoming a Trustee.
(� The Trustees shall be fully protected in acting upon any instrument, application,
notice, request, certificate, or paper believed by them to be genuine and to be
signed or presented by the proper person or persons and shall be under no duty to
make any investigation or inquiry as to any statement cantained in any writing but
rnay accept the same as conclusive evidence of the truth and accuracy of the
statements therein cflntained.
{g) The Fund shall indemnify and save hannless the Trustees and each of them, their
heirs, executors, administrators, estate trustees and other personal representatives
of, fram and against any loss, expense, claim, demand, action or thing of any
nature whatsoever, arising out of the performance or pwported performan�e of
their duties or responsibilities hereunder, except that this indemnity sha11 not in
any way extend so as to protect an Trustee with respect to any matter or thing
arising ouf of his ar her own brea��of any duty or respansibility imposed by the
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Agreement or the Pensior� Benefits Act unless in any action brought against such
Trustee in his or }�er capacity as Trustee he or she has achieved complete or
substantial success as a defendant.
(h} The Employer and the Unions {including tlieir respecfive employees, directors,
officers and agents} shall not be liable with respect to any acts, omissions or
obligations of the Fund, or of any Trustees, individually or collectively. The Fund
shall bear sole Iiability for the acrions of the Trustees as outlined herein and the
Fund shall indemnify the Employer and the Unions (including their respective
employees, directors, officers and agents) for any and a11 liability, which may be
found against them by any court of competent jurisdiction.
(i} The Trustees may insure the Trustees by purchasing such errors and omissions
insurance and such fiduciary liability insurance as they deem necessary. The
Trustees may also insure the property of the Fund against�oss {whether due to fire
or other causes) by purchasing such insurance as they deem necessary. AlI
insurance premiums shall be paid out of the Fund.
7.2 DEALINGS WITH THE BUARD OF TRUSTEES
No person, partnership, corporation or association dealing with the Board of Trustees
sha11 be obliged to see that the terms of this Agreement have been camplied with, or be
obliged to inquire into the necessity or expedience of any act af the Board of Trustees.
Every instrument effected by the Board of Trustees, whether executed by a11 the me�mbers
or in the manner specified in section 2.5(k), shall be conclusive in favour of any person,
partnership, corporation or association relying thereon that:
(a) At the time of delivery of said instrument, this Agreement was in fu11 force and
effect, and
{b) Said insfirument was effected in accordance with the terms and conditions of this
Agreement, and
(c) The Board was duly anthorized and empowered to execute such instrument.
7.3 NOTICES
Notice givez� to a Trustee, Party or any other person shall, unless specified herein, be
sufficient if in writing and delivered or sent by post paid first cJass mail or prepaid
telegram to the last address as filed with the Board of Trustees or sent by any means of
prepaid transmitted or recorded communication or provided as an electronic docuxnent to
the last electronic address as filed with the Board of Trustees provided an electronic
notice of receipt is received by the sender. Except as herein otherwise provided, the
delivery of any statement or dacument required hereunder to be made to a Trustee or
Party shall be sufficient if delivered in person or if sent by post paid first class mail to the
last address as filed with the Board of Trustees or if sent by any means of transmitted or
recorded communication or provided as an electronic document when dispatched by the
sender's own faciiities or information system or when otherwise delivered to the
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appropriate communication company or agency for such dispatch. Notices delivered
shall be deemed #o have been received on the fifth (5�') day after deposit in a post office
or public letter box. Notices sent by any means of transmitted or recorded
communication or provided as an electronic document shall be deemed to have been
received on the business day on which electronic notice of receipt of notice is received by
the sender, ar on the next business day if received on a day other than a business day.
7.4 DISCRETION OF THE BOARD �F TRUSTEES
Any questions arising in cannectian with the discharge af this Agreement not herein
specifically provided for shall be Ieft to the sole discretion of the Board of Trustees and
its independent judgment and acting upon such advice as to it seems necessary or proper.
7.5 ADV�CE OF COUNSEL
The Board of Trustees may, when necessary, employ legal counsel upon a 1ega1 question
arising out of the admznistration of this Agreement, and shall be held comp�etely
harmless and fully protected in acting and relying upon the advice of such counsel.
7.b C�STS OF SUIT
The costs and expenses of any action, suit, or proceeding brought by or against the Board
of Trustees or any Trustee (including counsel fees) sha11 be paid from the Fu.nd, except in
relation to matters as to which it shall be adjudged i� such action, suit, or proceeding that
the Board of Trustees or Trustee was acting in bad faith or was negligent in the
performance of their duties hereunder.
7.7 INVALIDITY
If any provision of this Agreement is held to be invalid or unenforceable by a court of
competent jurisdiction, its invalidity or unenforceability shall not affect any other
provision of this Agreement and the Agreement shall be constraed and enforced as if
such provision had not been included therein.
7.8 SITUS AND CONSTRUCTION OF TRUST
This Trust is accepted by the Trustees in the Province of New Brunswick and a11
questions pertaining to its validity, construction and administration shall be determined in
accordance with the laws of the Province of New Brunswick and the laws of Canada
applicable therein.
7.9 1NTERIM GOVERNANCE
Until sucb time as the Saint John SRP plan text and other consta.ting documents are
finalized, the Board of Trustees shall administer the Saint John SRP in accordance with
the terrns of the M4i7.
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IN WITNESS V4'HEREOF the Parties and the Trustees have affixed their signatures.
C�TY OF SAINT JOHN
Per:
Name:
Title:
Date:
SAINT JOHN FIRE FIGHTERS
ASSOCIATION,INTERNATIONAL
ASSOCIATION OF FIRE FIGHTERS,
L�CAL 771
Per:
Name: Paul Stackhouse
Tit�e: President
Date:
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SA1NT JOHN POLiCE ASSOCTATION
Per:
Name: Jamie Hachey
Title: President
Date:
CUPE LOCAL 18, SAINT JOHN CITY
OUTSIDE WORKERS
Per:
Name: Mic�ael Meahan
Title: President
Date:
CUPE LOCAL 486
Per:
Name: Paul Johnsan
TitIe: President
Date:
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Jamie Hachey, Txustee Date
Witness
Paul Stackhouse, Trustee Date
Witness
Cathy Craig, Trustee Date
Witness
Alan Lock, Trustee Date
Witness
Ian Polley, Trustee Date
Witness
John de Gruyter, Trustee Date
Witness
, Trustee Date
Witness
, Trustee Date
Witness
16159395.5
1I-2139
24
SCHEDULE A
ACCEPTANCE OF TRUSTEESH�P
THE UNDERSIGNED having been appointed to serve as a Trustee in accordance with the
Agreeznent and Declaration of Trust dated as of the 1 st day of February, 2013, relating to the
Saint John SRP does hereby accept the trusts confirmed by the aforesaid Agreement and
Declaration of Trust, consent to act as a Trustee thereunder and agree to administer the Saint
John SRP Trust Fund and the Saint John SRP in accordance with the terms thereof.
Dated at thi� day of ,
�Vxtness: rlame:
25
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' SCHEDULE B
ALTERNATE TRUSTEES
P_art_y Name of Alternate Trustee
Saint 7ohn Police Association Andrew Belyea
Saint John Fire Fighters Frederick S�ipp
Assocaation, International
Association of Fire Fighters,
Loca17'�1
City of Saint John Cheryl Nolan
City of Saint John Michael Duncan
City of Saint John Eric Savaie
1b159395.6
26
��C���.�.�_��.���
Memorandum
TO: John Nugent January 30, 2013
FROM: Jana Steele, Goodmans LLP
SUSJECT: CSJ Pension Plan- Declaration of Trast
Hi John,
As we discussed at the meetings in December, the key documents� with respect to the City of Saint
John Shared Risk Plan (the "SRP"} are to be approved by the Parties. In accordance with the
Memorandum of Understanding (the "MOU"), the Board of Trustees for the SRP is to be in place
efFecrive February 1, 2013. The Declarahon of Trust is the document to be executed by the parties
and the named Trustees, which establishes the Board of Trustees and sets out certain powers, duties
and obligations.
Further to our conversation, the following is a brief overview of the Declaration of Trust:
ARTICLE I DEFINITIONS: This article sets out the definitions used in the document.
ARTICLE II BOARD QF TRUSTEES: This article addresses certain governance matters related
to the Board of Trustees. Specifically, it sets out that the Board shall consist of 8 Trustees {in
accordance with the MOU) and that the City appoints 4 Trustees and each Union appoints one
Trustee. In addition, each Party may appoint Alternate Trustees (or in the case of the City, up to four
alternate trustees}. The term of appointment of a Board of Trustee member is four years (subject to
renewal). There are provisions dealing with the incapacity, death, resignation, removal of a Trustee
for failure to attend meetings and removal of Trustee by the Snperintendent.
The article specifies that Trustees are not to be remunerated and shall serve without cflmpensation
{subject to reimbursement for lost wages — which is subject to a cap in Article 3.4(b) of$1500 per
day, or reimbursement for expenses).
This article also covers meetings of the Trustees, including the calling of ineetings, frequency of
meetings, quonun requirements, rules of order,written resolutions of the Trustees in lieu of ineetings
and declarations of conflicts of interest.
In addition, the article requires the Board of Trustees to name a facilitator for dispute resolution
purposes (as required under the MOU) and contains provisions related to such facilif,ator.
�Declaration of Trust,Funding Policy, SRP plan text
27
��-����.�.��..�:�.��
Page 2
Trustees are also expected to participate regular]y in educanon programs, as specified in article 2.7
(expenses with respect to training and edncation are borne by the Fund in accordance with article
4.3(i}).
ARTICLE III TRUST FUND: This article confirms that the Trustees are vested in the Fund for
the purposes of the agreexnent. The purpose of the Trust is set out — to provide retirernent and
related benefits for Members and their beneficiaries. The article specifies the powers of the Board of
Trustees to effect the purpose of the Trust.
ARTICLE IV ADMINISTRATION: This article sets out the general powers and duties of the
Board of Trustees with respect to the administration of the Fund and SRP. All responsibility for
such administration is vested in the Board of Trustees. Specific powers and duties are enumerated in
article 4.1. The Board of Trustees is given the power to appoint agents to carry out any act or
transaction re�uired for the administration of the SRP and may retain advisors, which agents and
advisars rnust report to the Board of Trustees.
The article also sets out details regarciing the obligations of the Board. of Trustees with respect to
record keeping, reporting and auditing. In addition, the sigming authority powers of the Board of
Trustees are addressed.
ARTICLE V MODIF�CATION AND AMENDMENT: This article sets out the powers of Board
of Trustees to amend the agreement, subject to certain prohibited modifications. The Board of
Trustees is required to provide a copy of any changes to the agreement to the City and the Unions.
ARTICLE VI TERMiNATION OF TRUST: This article provides that tlze Trust remains in effect
until terminated by the City anc� the Unions and provides for the responsibility of the Board of
Trustees in the event of such termination.
ARTICLE VII MISCELLANEOUS: This article sets out various provisions related to the
limitation of the liability of the Trustees. The Trustees have the ability to purchase fiduciary
insurance and any such premiums are to be paid from the Fund.
The article also contains protecrions for persons dealing with the Board of Trustees and sets out the
notice requirements for any notices given under the agreement, in addition to certain ather
miscellaneous provisions.
This Declaration of Trust reflects the terms of the MOU and directions from the Task Force and in
our view is sufficiently complete and accurate fulfilment of tl�e Parties' obligations with respect to
the establishment of the Trust.
16l67G52
2$