Powers and Duties of the Trustees. 1. Subject to the other provisions of this Agreement, the Trustees shall discharge their duties with respect to the Health and Welfare Fund solely: (a) For the exclusive purpose of providing benefits to Employees and Retirees and their covered dependents, and defraying reasonable expenses of administering the Health and Welfare Fund; (b) With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and (c) In accordance with the documents and instruments governing the Health and Welfare Fund insofar as such documents and instruments are consistent with applicable law. 2. In operating and administering the Trust Fund the Trustee shall have the power and/or duty: (a) To establish the policy and the rules pursuant to which the Trust Fund is to be operated and administered, provided that except as provided under Section 2(t) herein the Trustees shall have no power or authority to designate any benefits or establish any contribution levels, or to amend or alter any of the provisions of this Agreement as such powers rest solely with the Authority and the Union in collective bargaining; (b) To make, adopt, amend, or repeal rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust, as amended, if the Trustees may deem it necessary or desirable for the conduct of their business and the governance of themselves, their officers, agents, and other representatives; (c) To receive Authority and Employee/Retiree contributions and any other money or things of value as a gift, contribution, payment, demanded or otherwise, for deposit into or to be made a part of the Trust; (d) To pay or provide for payment of all responsible and necessary expenses of collecting the contributions from the Authority and Employees and Retirees who are obligated to contribute to this Fund, and of administering the affairs of the Trust Fund, including but without limitation to the matters herein set forth, all expenses which may be incurred in connection with the establishment of the Trust Fund, the employment of such administrative, legal, accounting, expert, consultative and clerical assistance, the purchase or leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Trustees, in their discretion, find necessary or appropriate in the performance of their duties, provided, however, that the Trustees shall not be required to incur any of the foregoing expenses unless moneys are available in the Fund for such purpose; (e) To purchase from a reputable insurance company, licensed to do business in the Commonwealth, to be selected by the Trustees, coverage for all eligible Employees and Retirees of such insurance or other benefits that have been agreed to by the Authority and the Union in collective bargaining; (f) To pay or provide for the payment of premiums on any insurance or policies when such premiums shall become due; (g) To exercise all rights and privileges granted to the policyholder by provisions of each policy or allowed by insurance carrier to any alteration, modification, or amendment of such policy and to take any action respecting such policy or the insurance provided thereunder which may be necessary or advisable, and such insurance carrier shall not be required to inquire into the authority of the Trustees with regard to any dealings in connection with such policy. If the Trustees so agree with any insurance carrier or carriers of the policy or policies, the Trustees, or any person or persons designated by them, may pass upon the validity of claims for benefits under a policy or policies, and, in payment of such claims in the amounts approved, may sign drafts upon the insurance carrier or carriers of such policy or policies; (i) to purchase or subscribe for any securities or other property; (ii) to sell, exchange, mortgage or lease any of the assets of the Health and Welfare Fund; (iii) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (iv) to vote upon any stocks, bonds or other securities; and (v) to generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Health and Welfare Fund; (i) To establish and accumulate as part of the Fund an adequate reserve to carry out the purpose of the Trust; (j) To deposit any moneys, included in or derived from the Fund, in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts, to deposit in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts for safekeeping any of the funds, stock or share certificates, bonds, or other securities or obligations, and any documents and papers comprised in or relating to the Fund, provided, however, that the amount of money on deposit in any bank, credit union, or other financial institution, shall be determined by the Trustees, and any funds not necessarily for the current obligations of the Trustees may be invested in United States Government Bonds or in investments legal for trusts in the Commonwealth of Massachusetts; (k) To hold sums un-invested, without liability on the Trustees to pay any interest thereon, as part of the Trust Fund, in such amounts and for such periods of time as they in their sole discretion deem prudent; (l) To request the Authority to furnish to the Trustees such information and reports as they may require in the performance of their duties under this Agreement and Declaration of Trust; (m) To verify the accuracy of statements and information submitted by the Authority and Employees and Retirees on contribution forms, claim forms, and other forms; (n) To keep true and accurate books of account and records of all the transactions of the Trust Fund and to have an audit made of the Trust Fund, its books and accounts, by a certified public accountant at least annually, which report, in writing, of the certified public accountant, shall be made available to the Authority and the Union, and also placed in the office where the business of the Trust Fund is transacted; (o) To permit any Employee or Retiree to make a reasonable inspection of the books and records maintained by the Trustees for said Trust Fund at such reasonable times and places as will not inconvenience the Trustees nor interfere with the operation of the Trust Fund, to issue such financial statements as the Trustees may deem proper, and to determine when and how frequently such statements shall be issued and the method for the distribution thereof. This paragraph shall not be construed to limit the right of either the Union or the Authority to inspect such books and records; (p) To maintain any and all actions or legal proceedings necessary for the collection of the contributions herein provided for and required, to prosecute, defend, compound, compromise, settle, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust Fund; (q) To prepare and file all reports required by law, including without limitation, all returns and other documents required by the United States Internal Revenue Code, and Treasury Department Regulations thereunder, relating to the qualification of this Trust Fund as an organization exempt from the United States income tax, and all returns and other documents required to be filed by the United States Department of Labor, Employee Benefit Security Administration, insofar as the same may be required by law; (r) To delegate any of their ministerial powers and duties to any agent or employee engaged by them or to any one or more of the Trustees themselves; (s) To designate a Corporate Trustee; (t) To establish and assess reasonable service and administrative fees; and (u) To perform and do any and all such actions and things that may be incidental to the exercise of the powers, rights, duties, and responsibilities of the Trustees and to make other rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust in order to carry out the provisions of said Agreement.
Appears in 1 contract
Samples: Trust Agreement
Powers and Duties of the Trustees. 1. Subject to the other provisions of this Agreement, the Trustees shall discharge their duties with respect to the Health and Welfare Fund solely:
(a) For While this Trust Agreement is in effect and until the exclusive purpose of providing benefits to Employees and Retirees and their covered dependents, and defraying reasonable expenses of administering the Health and Welfare Fund;
(b) With the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and
(c) In accordance with the documents and instruments governing the Health and Welfare Fund insofar as such documents and instruments Shares are consistent with applicable law.
2. In operating and administering withdrawn from the Trust Fund the Trustee shall have the power and/or duty:
(a) To establish the policy and the rules pursuant to which the Trust Fund is to be operated and administeredas hereinafter provided, provided that except as provided under Section 2(t) herein the Trustees shall have no power or authority to designate any benefits or establish any contribution levels, or to amend or alter any of the provisions of this Agreement as such powers rest solely with the Authority and the Union in collective bargaining;
(b) To make, adopt, amend, or repeal rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust, as amended, if the Trustees may deem it necessary or desirable for the conduct of their business and the governance of themselves, their officers, agents, and other representatives;
(c) To receive Authority and Employee/Retiree contributions and any other money or things of value as a gift, contribution, payment, demanded or otherwise, for deposit into or to be made a part of the Trust;
(d) To pay or provide for payment of all responsible and necessary expenses of collecting the contributions from the Authority and Employees and Retirees who are obligated to contribute to this Fund, and of administering the affairs of the Trust Fund, including but without limitation to the matters herein set forth, all expenses which may be incurred in connection with the establishment of the Trust Fund, the employment of such administrative, legal, accounting, expert, consultative and clerical assistance, the purchase or leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Trustees, in their unrestricted discretion, find necessary in person, by proxy or appropriate in by written consent, shall have the performance of their duties, provided, however, that sole and unqualified right and power to vote the Trustees shall not be required to incur any of the foregoing expenses unless moneys are available in the Fund for such purpose;
(e) To purchase from a reputable insurance company, licensed to do business in the Commonwealth, to be selected by the Trustees, coverage for all eligible Employees and Retirees of such insurance or other benefits that have been agreed to by the Authority and the Union in collective bargaining;
(f) To pay or provide Shares for the payment election of premiums on any insurance or policies when such premiums shall become due;
(g) To exercise all rights and privileges granted to the policyholder by provisions of each policy or allowed by insurance carrier to any alteration, modification, or amendment of such policy and to take any action respecting such policy or the insurance provided thereunder which may be necessary or advisable, and such insurance carrier shall not be required to inquire into the authority of the Trustees with regard to any dealings in connection with such policy. If the Trustees so agree with any insurance carrier or carriers of the policy or policies, the Trustees, or any person or persons designated by themas directors of the Company, may pass upon and to act in connection with the validity voting of claims for benefits under a policy or policies, and, in payment of such claims the Shares in the amounts approved, may sign drafts upon same manner and to the insurance carrier same extent as if they were the absolute owner thereof in their own right. On all other proposals or carriers of such policy matters which are required to be or policies;
(i) to purchase or subscribe which shall be submitted for any securities or other property; (ii) to sell, exchange, mortgage or lease any a vote of the assets of Company's Capital Stock, the Health and Welfare Fund;
(iii) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may Trustees shall be necessary or appropriate to carry out the powers herein granted; (iv) entitled to vote upon any stocksthe Shares, bonds for or other securities; and (v) to generally to exercise any of the powers of an owner with respect to stocks, bonds, securities against such proposal or other property held in the Health and Welfare Fund;
(i) To establish and accumulate as part of the Fund an adequate reserve to carry out the purpose of the Trust;
(j) To deposit any moneys, included in or derived from the Fund, in any bank, credit unionmatter, or other financial institution doing business in the Commonwealth of Massachusettsto refrain from voting, to deposit in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts for safekeeping any of the funds, stock or share certificates, bonds, or other securities or obligations, and any documents and papers comprised in or relating to the Fund, provided, however, that the amount of money on deposit in any bank, credit union, or other financial institution, shall be determined by the Trustees, and any funds not necessarily for the current obligations of the Trustees may be invested in United States Government Bonds or in investments legal for trusts in the Commonwealth of Massachusetts;
(k) To hold sums un-invested, without liability on the Trustees to pay any interest thereon, as part of the Trust Fund, in such amounts and for such periods of time as they in their sole discretion deem prudent;shall determine.
(lb) To request Except as otherwise provided in Section 9 hereof, the Authority to furnish decision of the Trustees as to the voting of the Shares in each case must be determined as follows: If there are two Trustees acting hereunder, the decision must be unanimous. If there are three Trustees acting hereunder, the decision must be approved by at least two out of the three Trustees. If there are four Trustees acting hereunder, the decision must be approved by at least three out of the four Trustees. Any two Trustees, after such information and reports as they may require in the performance of their duties under this Agreement and Declaration of Trust;
(m) To verify the accuracy of statements and information submitted decision has been made by the Authority and Employees and Retirees on contribution forms, claim forms, and other forms;
(n) To keep true and accurate books of account and records of all the transactions of the Trust Fund and to have an audit made of the Trust Fund, its books and accounts, by a certified public accountant at least annually, which report, in writing, of the certified public accountantTrustees as above provided, shall be made available duly authorized to sign any and all proxies and consents or attend meetings of stockholders to vote the Shares on behalf of the Trustees. Any proxy, written consent or other document signed by at least two Trustees shall be conclusive evidence to the Authority Company and the Union, any and also placed in the office where the business of all persons not parties to the Trust Fund is transacted;
(o) To permit any Employee Agreement that such action has been duly authorized under the Trust Agreement and no such person may inquire into the authority of a Trustee or Retiree the Trustees to make act hereunder. The decision of a reasonable inspection of Trustee acting hereunder may be communicated orally to the books and records maintained other Trustees but shall be confirmed in writing to the other Trustees. A Trustee, who determines that he or she will be unavailable to participate in a decision by the Trustees to vote on a particular matter or attend a particular meeting, may execute a written proxy or power-of- attorney authorizing another Trustee, a Stockholder or a spouse of a Family Trustee or Stockholder to act for said Trust Fund at such reasonable times and places as will not inconvenience him or her hereunder with respect to the Trustees nor interfere with the operation of the Trust Fund, to issue such financial statements as the Trustees may deem proper, and to determine when and how frequently such statements shall be issued and the method for the distribution thereof. This paragraph shall not be construed to limit the right of either the Union particular matter or the Authority to inspect such books and records;meeting.
(pc) To maintain any The Trustees shall request the Company to send proxy statements, quarterly and all actions or legal proceedings necessary for the collection of the contributions herein provided for annual reports and required, to prosecute, defend, compound, compromise, settle, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, other reports and things relating information directly to the Trust Fund;
(q) To prepare and file all reports required by law, including without limitation, all returns and other documents required Stockholders at their addresses as shown by the United States Internal Revenue Code, and Treasury Department Regulations thereunder, relating to the qualification of this Trust Fund as an organization exempt from the United States income tax, and all returns and other documents required to be filed by the United States Department of Labor, Employee Benefit Security Administration, insofar as the same may be required by law;
(r) To delegate any of their ministerial powers and duties to any agent or employee engaged by them or to any one or more records of the Trustees themselves;
(s) To designate who shall furnish a Corporate Trustee;
(t) To establish list of such names and assess reasonable service and administrative fees; and
(u) To perform and do any and all such actions and things that may be incidental addresses to the exercise of the powers, rights, duties, and responsibilities of the Trustees and to make other rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust in order to carry out the provisions of said AgreementCompany.
Appears in 1 contract
Samples: Voting Trust Agreement (Vlasic Foods International Inc)
Powers and Duties of the Trustees. 1and the -------------------------------------------------------- Administrators. --------------
(a) The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the other provisions limitations set forth in paragraph (b) of this AgreementSection, and in accordance with the following provisions (i) and (ii), the Trustees and the Administrators shall discharge their duties have the authority to enter into all transactions and agreements determined by the Institutional Trustee to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:
(i) Each Administrator shall have the power and authority to act on behalf of the Trust with respect to the Health and Welfare Fund solelyfollowing matters:
(aA) For the exclusive purpose issuance and sale of providing benefits the Securities;
(B) to Employees and Retirees and their covered dependentscause the Trust to enter into, and defraying reasonable expenses to execute and deliver on behalf of administering the Health Trust, such agreements as may be necessary or desirable in connection with the purposes and Welfare Fundfunction of the Trust, including agreements with the Paying Agent;
(C) ensuring compliance with the Securities Act, applicable state securities or blue sky laws;
(D) the sending of notices (other than notices of default), and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(E) the consent to the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration, which consent shall not be unreasonably withheld or delayed;
(F) execution and delivery of the Securities in accordance with this Declaration;
(G) execution and delivery of closing certificates pursuant to the Placement Agreement and the application for a taxpayer identification number;
(H) unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;
(I) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);
(J) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; and
(K) to duly prepare and file all applicable tax returns and tax information reports that are required to be filed with respect to the Trust on behalf of the Trust.
(ii) As among the Trustees and the Administrators, the Institutional Trustee shall have the power, duty and authority to act on behalf of the Trust with respect to the following matters:
(A) the establishment of the Property Account;
(B) the receipt of the Debentures;
(C) the collection of interest, principal and any other payments made in respect of the Debentures in the Property Account;
(D) the distribution through the Paying Agent of amounts owed to the Holders in respect of the Securities;
(E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;
(F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(G) the distribution of the Trust Property in accordance with the terms of this Declaration;
(H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;
(I) after any Event of Default (provided that such -------- Event of Default is not by or with respect to the Institutional Trustee) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); and
(J) to take all action that may be necessary for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware.
(iii) The Institutional Trustee shall have the power and authority to act on behalf of the Trust with respect to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall prevail.
(b) With So long as this Declaration remains in effect, the careTrust (or the Trustees or Administrators acting on behalf of the Trust) shall not undertake any business, skillactivities or transaction except as expressly provided herein or contemplated hereby. In particular, prudence and diligence neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected (x) to cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes or (y) to require the trust to register as an Investment Company under the circumstances then prevailing Investment Company Act, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that a prudent person acting in a like capacity and familiar with such matters would use result in the conduct of an enterprise placement of a like character lien on any of the Trust Property. The Institutional Trustee shall, at the sole cost and with like aims; andexpense of the Trust, defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders.
(c) In accordance connection with the documents issuance and instruments governing sale of the Health and Welfare Fund insofar as such documents and instruments are consistent with applicable law.
2. In operating and administering Capital Securities, the Trust Fund the Trustee Sponsor shall have the power and/or duty:right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed in all respects):
(ai) To establish the policy taking of any action necessary to obtain an exemption from the Securities Act;
(ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and the rules pursuant determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advice to which the Administrators of actions they must take on behalf of the Trust, and the preparation for execution and filing of any documents to be executed and filed by the Trust Fund is or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to be operated comply with the applicable laws of any such States in connection with the sale of the Capital Securities;
(iii) the negotiation of the terms of, and administeredthe execution and delivery of, provided that except as provided under Section 2(tthe Placement Agreement providing for the sale of the Capital Securities; and
(iv) herein the Trustees shall have no power taking of any other actions necessary or authority desirable to designate any benefits or establish any contribution levels, or to amend or alter carry out any of the provisions of this Agreement as such powers rest solely with the Authority and the Union in collective bargaining;
(b) To make, adopt, amend, or repeal rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust, as amended, if the Trustees may deem it necessary or desirable for the conduct of their business and the governance of themselves, their officers, agents, and other representatives;
(c) To receive Authority and Employee/Retiree contributions and any other money or things of value as a gift, contribution, payment, demanded or otherwise, for deposit into or to be made a part of the Trust;foregoing activities.
(d) To pay or provide for payment Notwithstanding anything herein to the contrary, the Administrators and the Holders of all responsible a Majority in liquidation amount of the Common Securities are authorized and necessary expenses of collecting the contributions from the Authority and Employees and Retirees who are obligated directed to contribute to this Fund, and of administering conduct the affairs of the Trust Fundand to operate the Trust so that the Trust will not (i) be deemed to be an Investment Company required to be registered under the Investment Company Act, including but without limitation and (ii) fail to be classified as a "grantor trust" for United States federal income tax purposes. The Administrators and the Holders of a Majority in liquidation amount of the Common Securities shall not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for United States federal income tax purposes. In this connection, the Administrators and the Holders of a Majority in liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws, the Certificate of Trust or this Declaration, as amended from time to time, that each of the Administrators and the Holders of a Majority in liquidation amount of the Common Securities determines in their discretion to be necessary or desirable for such purposes.
(e) All expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees and the Administrators shall have no obligations with respect to such expenses (for purposes of clarification, this Section 2.6(e) does not contemplate the payment by the Sponsor of acceptance or annual administration fees owing to the matters herein set forth, all Trustees under this Declaration or the fees and expenses which may be incurred of the Trustees' counsel in connection with the establishment closing of the Trust Fund, the employment of such administrative, legal, accounting, expert, consultative and clerical assistance, the purchase or leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Trustees, in their discretion, find necessary or appropriate in the performance of their duties, provided, however, that the Trustees shall not be required to incur any of the foregoing expenses unless moneys are available in the Fund for such purpose;
(e) To purchase from a reputable insurance company, licensed to do business in the Commonwealth, to be selected transactions contemplated by the Trustees, coverage for all eligible Employees and Retirees of such insurance or other benefits that have been agreed to by the Authority and the Union in collective bargaining;this Declaration).
(f) To pay or provide for The assets of the payment Trust shall consist of premiums on any insurance or policies when such premiums shall become due;the Trust Property.
(g) To exercise Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held and administered by the Institutional Trustee and the Administrators for the benefit of the Trust in accordance with this Declaration.
(h) If the Institutional Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and privileges granted to the policyholder by provisions of each policy or allowed by insurance carrier to any alteration, modification, or amendment of such policy and to take any action respecting such policy or the insurance provided thereunder which may be necessary or advisable, and such insurance carrier shall not be required to inquire into the authority remedies of the Trustees with regard to any dealings in connection with such policy. If the Trustees so agree with any insurance carrier or carriers of the policy or policies, the Trustees, or any person or persons designated by them, may pass upon the validity of claims for benefits under a policy or policies, and, in payment of such claims in the amounts approved, may sign drafts upon the insurance carrier or carriers of such policy or policies;
(i) to purchase or subscribe for any securities or other property; (ii) to sell, exchange, mortgage or lease any of the assets of the Health and Welfare Fund;
(iii) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (iv) to vote upon any stocks, bonds or other securities; and (v) to generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Health and Welfare Fund;
(i) To establish and accumulate as part of the Fund an adequate reserve to carry out the purpose of the Trust;
(j) To deposit any moneys, included in or derived from the Fund, in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts, to deposit in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts for safekeeping any of the funds, stock or share certificates, bonds, or other securities or obligations, and any documents and papers comprised in or relating to the Fund, provided, however, that the amount of money on deposit in any bank, credit union, or other financial institution, shall be determined by the Trustees, and any funds not necessarily for the current obligations of the Trustees may be invested in United States Government Bonds or in investments legal for trusts in the Commonwealth of Massachusetts;
(k) To hold sums un-invested, without liability on the Trustees to pay any interest thereon, as part of the Trust Fund, in such amounts and for such periods of time as they in their sole discretion deem prudent;
(l) To request the Authority to furnish to the Trustees such information and reports as they may require in the performance of their duties under this Agreement and Declaration of Trust;
(m) To verify the accuracy of statements and information submitted by the Authority and Employees and Retirees on contribution forms, claim forms, and other forms;
(n) To keep true and accurate books of account and records of all the transactions of the Trust Fund and to have an audit made of the Trust Fund, its books and accounts, by a certified public accountant at least annually, which report, in writing, of the certified public accountant, shall be made available to the Authority Institutional Trustee and the Union, and also placed in the office where the business of the Trust Fund is transacted;
(o) To permit any Employee or Retiree to make a reasonable inspection of the books and records maintained by the Trustees for said Trust Fund at Holders shall continue as though no such reasonable times and places as will not inconvenience the Trustees nor interfere with the operation of the Trust Fund, to issue such financial statements as the Trustees may deem proper, and to determine when and how frequently such statements shall be issued and the method for the distribution thereof. This paragraph shall not be construed to limit the right of either the Union or the Authority to inspect such books and records;
(p) To maintain any and all actions or legal proceedings necessary for the collection of the contributions herein provided for and required, to prosecute, defend, compound, compromise, settle, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust Fund;
(q) To prepare and file all reports required by law, including without limitation, all returns and other documents required by the United States Internal Revenue Code, and Treasury Department Regulations thereunder, relating to the qualification of this Trust Fund as an organization exempt from the United States income tax, and all returns and other documents required to be filed by the United States Department of Labor, Employee Benefit Security Administration, insofar as the same may be required by law;
(r) To delegate any of their ministerial powers and duties to any agent or employee engaged by them or to any one or more of the Trustees themselves;
(s) To designate a Corporate Trustee;
(t) To establish and assess reasonable service and administrative fees; and
(u) To perform and do any and all such actions and things that may be incidental to the exercise of the powers, rights, duties, and responsibilities of the Trustees and to make other rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust in order to carry out the provisions of said Agreementproceeding had been instituted.
Appears in 1 contract
Powers and Duties of the Trustees. 1and the -------------------------------------------------------- Administrators. --------------
(a) The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the other provisions limitations set forth in paragraph (b) of this AgreementSection, and in accordance with the following provisions (i) and (ii), the Trustees and the Administrators shall discharge their duties have the authority to enter into all transactions and agreements determined by the Institutional Trustee to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:
(i) Each Administrator shall have the power and authority to act on behalf of the Trust with respect to the Health and Welfare Fund solelyfollowing matters:
(aA) For the exclusive purpose issuance and sale of providing benefits the Securities;
(B) to Employees and Retirees and their covered dependentscause the Trust to enter into, and defraying reasonable expenses to execute and deliver on behalf of administering the Health Trust, such agreements as may be necessary or desirable in connection with the purposes and Welfare Fundfunction of the Trust, including agreements with the Paying Agent;
(C) ensuring compliance with the Securities Act, applicable state securities or blue sky laws;
(D) the sending of notices (other than notices of default), and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(E) the consent to the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration, which consent shall not be unreasonably withheld or delayed;
(F) execution and delivery of the Securities in accordance with this Declaration;
(G) execution and delivery of closing certificates pursuant to the Placement Agreement and the application for a taxpayer identification number;
(H) unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;
(I) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);
(J) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; and
(K) to duly prepare and file all applicable tax returns and tax information reports that are required to be filed with respect to the Trust on behalf of the Trust.
(ii) As among the Trustees and the Administrators, the Institutional Trustee shall have the power, duty and authority to act on behalf of the Trust with respect to the following matters:
(A) the establishment of the Property Account;
(B) the receipt of the Debentures;
(C) the collection of interest, principal and any other payments made in respect of the Debentures in the Property Account;
(D) the distribution through the Paying Agent of amounts owed to the Holders in respect of the Securities;
(E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;
(F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(G) the distribution of the Trust Property in accordance with the terms of this Declaration;
(H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;
(I) after any Event of Default (provided that such Event of Default is not by or with respect to the Institutional Trustee) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); and
(J) to take all action that may be necessary for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware.
(iii) The Institutional Trustee shall have the power and authority to act on behalf of the Trust with respect to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall prevail.
(b) With So long as this Declaration remains in effect, the careTrust (or the Trustees or Administrators acting on behalf of the Trust) shall not undertake any business, skillactivities or transaction except as expressly provided herein or contemplated hereby. In particular, prudence and diligence neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected (x) to cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes or (y) to require the trust to register as an Investment Company under the circumstances then prevailing Investment Company Act, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that a prudent person acting in a like capacity and familiar with such matters would use result in the conduct of an enterprise placement of a like character lien on any of the Trust Property. The Institutional Trustee shall, at the sole cost and with like aims; andexpense of the Trust, defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders.
(c) In accordance connection with the documents issuance and instruments governing sale of the Health and Welfare Fund insofar as such documents and instruments are consistent with applicable law.
2. In operating and administering Capital Securities, the Trust Fund the Trustee Sponsor shall have the power and/or duty:right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed in all respects):
(ai) To establish the policy taking of any action necessary to obtain an exemption from the Securities Act;
(ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and the rules pursuant determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advice to which the Administrators of actions they must take on behalf of the Trust, and the preparation for execution and filing of any documents to be executed and filed by the Trust Fund is or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to be operated comply with the applicable laws of any such States in connection with the sale of the Capital Securities;
(iii) the negotiation of the terms of, and administeredthe execution and delivery of, provided that except as provided under Section 2(tthe Placement Agreement providing for the sale of the Capital Securities; and
(iv) herein the Trustees shall have no power taking of any other actions necessary or authority desirable to designate any benefits or establish any contribution levels, or to amend or alter carry out any of the provisions of this Agreement as such powers rest solely with the Authority and the Union in collective bargaining;
(b) To make, adopt, amend, or repeal rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust, as amended, if the Trustees may deem it necessary or desirable for the conduct of their business and the governance of themselves, their officers, agents, and other representatives;
(c) To receive Authority and Employee/Retiree contributions and any other money or things of value as a gift, contribution, payment, demanded or otherwise, for deposit into or to be made a part of the Trust;foregoing activities.
(d) To pay or provide for payment Notwithstanding anything herein to the contrary, the Administrators and the Holders of all responsible a Majority in liquidation amount of the Common Securities are authorized and necessary expenses of collecting the contributions from the Authority and Employees and Retirees who are obligated directed to contribute to this Fund, and of administering conduct the affairs of the Trust Fundand to operate the Trust so that the Trust will not (i) be deemed to be an Investment Company required to be registered under the Investment Company Act, including but without limitation and (ii) fail to be classified as a "grantor trust" for United States federal income tax purposes. The Administrators and the Holders of a Majority in liquidation amount of the Common Securities shall not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for United States federal income tax purposes. In this connection, the Administrators and the Holders of a Majority in liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws, the Certificate of Trust or this Declaration, as amended from time to time, that each of the Administrators and the Holders of a Majority in liquidation amount of the Common Securities determines in their discretion to be necessary or desirable for such purposes.
(e) All expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees and the Administrators shall have no obligations with respect to such expenses (for purposes of clarification, this Section 2.6(e) does not contemplate the payment by the Sponsor of acceptance or annual administration fees owing to the matters herein set forth, all Trustees under this Declaration or the fees and expenses which may be incurred of the Trustees' counsel in connection with the establishment closing of the Trust Fund, the employment of such administrative, legal, accounting, expert, consultative and clerical assistance, the purchase or leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Trustees, in their discretion, find necessary or appropriate in the performance of their duties, provided, however, that the Trustees shall not be required to incur any of the foregoing expenses unless moneys are available in the Fund for such purpose;
(e) To purchase from a reputable insurance company, licensed to do business in the Commonwealth, to be selected transactions contemplated by the Trustees, coverage for all eligible Employees and Retirees of such insurance or other benefits that have been agreed to by the Authority and the Union in collective bargaining;this Declaration).
(f) To pay or provide for The assets of the payment Trust shall consist of premiums on any insurance or policies when such premiums shall become due;the Trust Property.
(g) To exercise Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held and administered by the Institutional Trustee and the Administrators for the benefit of the Trust in accordance with this Declaration.
(h) If the Institutional Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and privileges granted to the policyholder by provisions of each policy or allowed by insurance carrier to any alteration, modification, or amendment of such policy and to take any action respecting such policy or the insurance provided thereunder which may be necessary or advisable, and such insurance carrier shall not be required to inquire into the authority remedies of the Trustees with regard to any dealings in connection with such policy. If the Trustees so agree with any insurance carrier or carriers of the policy or policies, the Trustees, or any person or persons designated by them, may pass upon the validity of claims for benefits under a policy or policies, and, in payment of such claims in the amounts approved, may sign drafts upon the insurance carrier or carriers of such policy or policies;
(i) to purchase or subscribe for any securities or other property; (ii) to sell, exchange, mortgage or lease any of the assets of the Health and Welfare Fund;
(iii) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (iv) to vote upon any stocks, bonds or other securities; and (v) to generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Health and Welfare Fund;
(i) To establish and accumulate as part of the Fund an adequate reserve to carry out the purpose of the Trust;
(j) To deposit any moneys, included in or derived from the Fund, in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts, to deposit in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts for safekeeping any of the funds, stock or share certificates, bonds, or other securities or obligations, and any documents and papers comprised in or relating to the Fund, provided, however, that the amount of money on deposit in any bank, credit union, or other financial institution, shall be determined by the Trustees, and any funds not necessarily for the current obligations of the Trustees may be invested in United States Government Bonds or in investments legal for trusts in the Commonwealth of Massachusetts;
(k) To hold sums un-invested, without liability on the Trustees to pay any interest thereon, as part of the Trust Fund, in such amounts and for such periods of time as they in their sole discretion deem prudent;
(l) To request the Authority to furnish to the Trustees such information and reports as they may require in the performance of their duties under this Agreement and Declaration of Trust;
(m) To verify the accuracy of statements and information submitted by the Authority and Employees and Retirees on contribution forms, claim forms, and other forms;
(n) To keep true and accurate books of account and records of all the transactions of the Trust Fund and to have an audit made of the Trust Fund, its books and accounts, by a certified public accountant at least annually, which report, in writing, of the certified public accountant, shall be made available to the Authority Institutional Trustee and the Union, and also placed in the office where the business of the Trust Fund is transacted;
(o) To permit any Employee or Retiree to make a reasonable inspection of the books and records maintained by the Trustees for said Trust Fund at Holders shall continue as though no such reasonable times and places as will not inconvenience the Trustees nor interfere with the operation of the Trust Fund, to issue such financial statements as the Trustees may deem proper, and to determine when and how frequently such statements shall be issued and the method for the distribution thereof. This paragraph shall not be construed to limit the right of either the Union or the Authority to inspect such books and records;
(p) To maintain any and all actions or legal proceedings necessary for the collection of the contributions herein provided for and required, to prosecute, defend, compound, compromise, settle, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust Fund;
(q) To prepare and file all reports required by law, including without limitation, all returns and other documents required by the United States Internal Revenue Code, and Treasury Department Regulations thereunder, relating to the qualification of this Trust Fund as an organization exempt from the United States income tax, and all returns and other documents required to be filed by the United States Department of Labor, Employee Benefit Security Administration, insofar as the same may be required by law;
(r) To delegate any of their ministerial powers and duties to any agent or employee engaged by them or to any one or more of the Trustees themselves;
(s) To designate a Corporate Trustee;
(t) To establish and assess reasonable service and administrative fees; and
(u) To perform and do any and all such actions and things that may be incidental to the exercise of the powers, rights, duties, and responsibilities of the Trustees and to make other rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust in order to carry out the provisions of said Agreementproceeding had been instituted.
Appears in 1 contract
Powers and Duties of the Trustees. 1and the ------------------------------------------------------- Administrators. --------------
(a) The Trustees and the Administrators shall conduct the affairs of the Trust in accordance with the terms of this Declaration. Subject to the other provisions limitations set forth in paragraph (b) of this AgreementSection, and in accordance with the following provisions (i) and (ii), the Trustees and the Administrators shall discharge their duties have the authority to enter into all transactions and agreements determined by the Institutional Trustee to be appropriate in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Declaration, and to perform all acts in furtherance thereof, including without limitation, the following:
(i) Each Administrator shall have the power and authority to act on behalf of the Trust with respect to the Health and Welfare Fund solelyfollowing matters:
(aA) For the exclusive purpose issuance and sale of providing benefits the Securities;
(B) to Employees and Retirees and their covered dependentscause the Trust to enter into, and defraying reasonable expenses to execute and deliver on behalf of administering the Health Trust, such agreements as may be necessary or desirable in connection with the purposes and Welfare Fundfunction of the Trust, including agreements with the Paying Agent;
(C) ensuring compliance with the Securities Act, applicable state securities or blue sky laws;
(D) the sending of notices (other than notices of default), and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(E) the consent to the appointment of a Paying Agent, Transfer Agent and Registrar in accordance with this Declaration, which consent shall not be unreasonably withheld or delayed;
(F) execution and delivery of the Securities in accordance with this Declaration;
(G) execution and delivery of closing certificates pursuant to the Placement Agreement and the application for a taxpayer identification number;
(H) unless otherwise determined by the Holders of a Majority in liquidation amount of the Securities or as otherwise required by the Statutory Trust Act, to execute on behalf of the Trust (either acting alone or together with any or all of the Administrators) any documents that the Administrators have the power to execute pursuant to this Declaration;
(I) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder);
(J) to establish a record date with respect to all actions to be taken hereunder that require a record date be established, including Distributions, voting rights, redemptions and exchanges, and to issue relevant notices to the Holders of Capital Securities and Holders of Common Securities as to such actions and applicable record dates; and
(K) to duly prepare and file all applicable tax returns and tax information reports that are required to be filed with respect to the Trust on behalf of the Trust.
(ii) As among the Trustees and the Administrators, the Institutional Trustee shall have the power, duty and authority to act on behalf of the Trust with respect to the following matters:
(A) the establishment of the Property Account;
(B) the receipt of the Debentures;
(C) the collection of interest, principal and any other payments made in respect of the Debentures in the Property Account;
(D) the distribution through the Paying Agentof amounts owed to the Holders in respect of the Securities;
(E) the exercise of all of the rights, powers and privileges of a holder of the Debentures;
(F) the sending of notices of default and other information regarding the Securities and the Debentures to the Holders in accordance with this Declaration;
(G) the distribution of the Trust Property in accordance with the terms of this Declaration;
(H) to the extent provided in this Declaration, the winding up of the affairs of and liquidation of the Trust and the preparation, execution and filing of the certificate of cancellation with the Secretary of State of the State of Delaware;
(I) after any Event of Default (provided that such -------- Event of Default is not by or with respect to the Institutional Trustee) the taking of any action incidental to the foregoing as the Institutional Trustee may from time to time determine is necessary or advisable to give effect to the terms of this Declaration and protect and conserve the Trust Property for the benefit of the Holders (without consideration of the effect of any such action on any particular Holder); and
(J) to take all action that may be necessary for the preservation and the continuation of the Trust's valid existence, rights, franchises and privileges as a statutory trust under the laws of the State of Delaware.
(iii) The Institutional Trustee shall have the power and authority to act on behalf of the Trust with respect to any of the duties, liabilities, powers or the authority of the Administrators set forth in Section 2.6(a)(i)(D), (E) and (F) herein but shall not have a duty to do any such act unless specifically requested to do so in writing by the Sponsor, and shall then be fully protected in acting pursuant to such written request; and in the event of a conflict between the action of the Administrators and the action of the Institutional Trustee, the action of the Institutional Trustee shall prevail.
(b) With So long as this Declaration remains in effect, the careTrust (or the Trustees or Administrators acting on behalf of the Trust) shall not undertake any business, skillactivities or transaction except as expressly provided herein or contemplated hereby. In particular, prudence and diligence neither the Trustees nor the Administrators may cause the Trust to (i) acquire any investments or engage in any activities not authorized by this Declaration, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, including to Holders, except as expressly provided herein, (iii) take any action that would reasonably be expected (x) to cause the Trust to fail or cease to qualify as a "grantor trust" for United States federal income tax purposes or (y) to require the trust to register as an Investment Company under the circumstances then prevailing Investment Company Act, (iv) incur any indebtedness for borrowed money or issue any other debt or (v) take or consent to any action that a prudent person acting in a like capacity and familiar with such matters would use result in the conduct of an enterprise placement of a like character lien on any of the Trust Property. The Institutional Trustee shall, at the sole cost and with like aims; andexpense of the Trust, defend all claims and demands of all Persons at any time claiming any lien on any of the Trust Property adverse to the interest of the Trust or the Holders in their capacity as Holders.
(c) In accordance connection with the documents issuance and instruments governing sale of the Health and Welfare Fund insofar as such documents and instruments are consistent with applicable law.
2. In operating and administering the Trust Fund the Trustee Capital Securities, Sponsor shall have the power and/or duty:right and responsibility to assist the Trust with respect to, or effect on behalf of the Trust, the following (and any actions taken by the Sponsor in furtherance of the following prior to the date of this Declaration are hereby ratified and confirmed in all respects):
(ai) To establish the policy taking of any action necessary to obtain an exemption from the Securities Act;
(ii) the determination of the States in which to take appropriate action to qualify or register for sale all or part of the Capital Securities and the rules pursuant determination of any and all such acts, other than actions which must be taken by or on behalf of the Trust, and the advice to which the Administrators of actions they must take on behalf of the Trust, and the preparation for execution and filing of any documents to be executed and filed by the Trust Fund is or on behalf of the Trust, as the Sponsor deems necessary or advisable in order to be operated comply with the applicable laws of any such States in connection with the sale of the Capital Securities;
(iii) the negotiation of the terms of, and administeredthe execution and delivery of, provided that except as provided under Section 2(tthe Placement Agreement providing for the sale of the Capital Securities; and
(iv) herein the Trustees shall have no power taking of any other actions necessary or authority desirable to designate any benefits or establish any contribution levels, or to amend or alter carry out any of the provisions of this Agreement as such powers rest solely with the Authority and the Union in collective bargaining;
(b) To make, adopt, amend, or repeal rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust, as amended, if the Trustees may deem it necessary or desirable for the conduct of their business and the governance of themselves, their officers, agents, and other representatives;
(c) To receive Authority and Employee/Retiree contributions and any other money or things of value as a gift, contribution, payment, demanded or otherwise, for deposit into or to be made a part of the Trust;foregoing activities.
(d) To pay or provide for payment Notwithstanding anything herein to the contrary, the Administrators and the Holders of all responsible a Majority in liquidation amount of the Common Securities are authorized and necessary expenses of collecting the contributions from the Authority and Employees and Retirees who are obligated directed to contribute to this Fund, and of administering conduct the affairs of the Trust Fundand to operate the Trust so that the Trust will not (i) be deemed to be an Investment Company required to be registered under the Investment Company Act, including but without limitation and (ii) fail to be classified as a "grantor trust" for United States federal income tax purposes. The Administrators and the Holders of a Majority in liquidation amount of the Common Securities shall not take any action inconsistent with the treatment of the Debentures as indebtedness of the Debenture Issuer for United States federal income tax purposes. In this connection, the Administrators and the Holders of a Majority in liquidation amount of the Common Securities are authorized to take any action, not inconsistent with applicable laws, the Certificate of Trust or this Declaration, as amended from time to time, that each of the Administrators and the Holders of a Majority in liquidation amount of the Common Securities determines in their discretion to be necessary or desirable for such purposes.
(e) All expenses incurred by the Administrators or the Trustees pursuant to this Section 2.6 shall be reimbursed by the Sponsor, and the Trustees and the Administrators shall have no obligations with respect to such expenses (for purposes of clarification, this Section 2.6(e) does not contemplate the payment by the Sponsor of acceptance or annual administration fees owing to the matters herein set forth, all Trustees under this Declaration or the fees and expenses which may be incurred of the Trustees' counsel in connection with the establishment closing of the Trust Fund, the employment of such administrative, legal, accounting, expert, consultative and clerical assistance, the purchase or leasing of such premises and the purchase or lease of such materials, supplies, and equipment as the Trustees, in their discretion, find necessary or appropriate in the performance of their duties, provided, however, that the Trustees shall not be required to incur any of the foregoing expenses unless moneys are available in the Fund for such purpose;
(e) To purchase from a reputable insurance company, licensed to do business in the Commonwealth, to be selected transactions contemplated by the Trustees, coverage for all eligible Employees and Retirees of such insurance or other benefits that have been agreed to by the Authority and the Union in collective bargaining;this Declaration).
(f) To pay or provide for The assets of the payment Trust shall consist of premiums on any insurance or policies when such premiums shall become due;the Trust Property.
(g) To exercise Legal title to all Trust Property shall be vested at all times in the Institutional Trustee (in its capacity as such) and shall be held and administered by the Institutional Trustee and the Administrators for the benefit of the Trust in accordance with this Declaration.
(h) If the Institutional Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Declaration and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Institutional Trustee or to such Holder, then and in every such case the Sponsor, the Institutional Trustee and the Holders shall, subject to any determination in such proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and privileges granted to the policyholder by provisions of each policy or allowed by insurance carrier to any alteration, modification, or amendment of such policy and to take any action respecting such policy or the insurance provided thereunder which may be necessary or advisable, and such insurance carrier shall not be required to inquire into the authority remedies of the Trustees with regard to any dealings in connection with such policy. If the Trustees so agree with any insurance carrier or carriers of the policy or policies, the Trustees, or any person or persons designated by them, may pass upon the validity of claims for benefits under a policy or policies, and, in payment of such claims in the amounts approved, may sign drafts upon the insurance carrier or carriers of such policy or policies;
(i) to purchase or subscribe for any securities or other property; (ii) to sell, exchange, mortgage or lease any of the assets of the Health and Welfare Fund;
(iii) to make, execute, acknowledge and deliver any and all documents of transfer and conveyance and any and all other instruments that may be necessary or appropriate to carry out the powers herein granted; (iv) to vote upon any stocks, bonds or other securities; and (v) to generally to exercise any of the powers of an owner with respect to stocks, bonds, securities or other property held in the Health and Welfare Fund;
(i) To establish and accumulate as part of the Fund an adequate reserve to carry out the purpose of the Trust;
(j) To deposit any moneys, included in or derived from the Fund, in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts, to deposit in any bank, credit union, or other financial institution doing business in the Commonwealth of Massachusetts for safekeeping any of the funds, stock or share certificates, bonds, or other securities or obligations, and any documents and papers comprised in or relating to the Fund, provided, however, that the amount of money on deposit in any bank, credit union, or other financial institution, shall be determined by the Trustees, and any funds not necessarily for the current obligations of the Trustees may be invested in United States Government Bonds or in investments legal for trusts in the Commonwealth of Massachusetts;
(k) To hold sums un-invested, without liability on the Trustees to pay any interest thereon, as part of the Trust Fund, in such amounts and for such periods of time as they in their sole discretion deem prudent;
(l) To request the Authority to furnish to the Trustees such information and reports as they may require in the performance of their duties under this Agreement and Declaration of Trust;
(m) To verify the accuracy of statements and information submitted by the Authority and Employees and Retirees on contribution forms, claim forms, and other forms;
(n) To keep true and accurate books of account and records of all the transactions of the Trust Fund and to have an audit made of the Trust Fund, its books and accounts, by a certified public accountant at least annually, which report, in writing, of the certified public accountant, shall be made available to the Authority Institutional Trustee and the Union, and also placed in the office where the business of the Trust Fund is transacted;
(o) To permit any Employee or Retiree to make a reasonable inspection of the books and records maintained by the Trustees for said Trust Fund at Holders shall continue as though no such reasonable times and places as will not inconvenience the Trustees nor interfere with the operation of the Trust Fund, to issue such financial statements as the Trustees may deem proper, and to determine when and how frequently such statements shall be issued and the method for the distribution thereof. This paragraph shall not be construed to limit the right of either the Union or the Authority to inspect such books and records;
(p) To maintain any and all actions or legal proceedings necessary for the collection of the contributions herein provided for and required, to prosecute, defend, compound, compromise, settle, abandon, or adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes, claims, demands, and things relating to the Trust Fund;
(q) To prepare and file all reports required by law, including without limitation, all returns and other documents required by the United States Internal Revenue Code, and Treasury Department Regulations thereunder, relating to the qualification of this Trust Fund as an organization exempt from the United States income tax, and all returns and other documents required to be filed by the United States Department of Labor, Employee Benefit Security Administration, insofar as the same may be required by law;
(r) To delegate any of their ministerial powers and duties to any agent or employee engaged by them or to any one or more of the Trustees themselves;
(s) To designate a Corporate Trustee;
(t) To establish and assess reasonable service and administrative fees; and
(u) To perform and do any and all such actions and things that may be incidental to the exercise of the powers, rights, duties, and responsibilities of the Trustees and to make other rules and regulations not inconsistent with the terms of this Agreement and Declaration of Trust in order to carry out the provisions of said Agreementproceeding had been instituted.
Appears in 1 contract
