Common use of POWERS OF THE BOARD OF TRUSTEES Clause in Contracts

POWERS OF THE BOARD OF TRUSTEES. 10.01 The Board of Trustees shall have the following powers and functions: A. The Board shall exercise all powers and conduct all business of the Trust, either directly or by delegation of authority to other bodies or persons unless otherwise prohibited elsewhere in this Agreement or by applicable law. B. The Board may delegate to MACo staff, a service agent or an administrator, the authority to act on all claim matters between full Board meetings. C. The Board shall have the power and authority to review applications for membership and may admit new Member or Affiliate Members to participate in the Trust upon such terms and subject to such conditions as the Trustees in their sole judgment determine to be appropriate. The Trustees may elect to not accept applications by prospective Members or Affiliate Members, if in their sole judgment membership by the prospective Member or Affiliate Member is not in the best interest of the Trust. D. The Board may form, as provided in Section 12, such other committees as it deems appropriate in conducting the business of the Trust. The membership of any such other committee may consist in whole or in part of non-Board members. Any committee may function only in an advisory capacity and shall make recommendations to the Board, unless the Board specifically grants authority to act on behalf of the Board. E. The Board shall elect the officers of the Trust, contract for the services required for Trust operations, and shall provide such other services as may be necessary for the administration of the Trust. F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, and adopt each Program of the Trust including all provisions for reinsurance and administrative services necessary to carry out such Program. G. The Board shall provide for necessary services to the Trust and to Member and Affiliate Entities, by contract or otherwise, which may include, but shall not be limited to, administrative service, wellness programs, program consulting, actuarial consulting, claims adjusting, accounting and auditing services, and legal services. H. The Board shall provide general supervision and policy direction to all aspects of Trust operations. I. The Board shall receive, review and act upon periodic reports and audits of the funds of the Trust. J. The Board shall have such other powers and functions as are provided for in this Agreement and in applicable law that are not specifically reserved to the Members. K. The Trustees shall appoint an investment advisor to hold and invest the Trust’s funds. The investment advisor shall have discretion as to the securities in which the monies of the Trust are invested or reinvested, provided that all such investments shall be limited to investments which are permissible under law and which meet the criteria established by adoption of an investment policy for Trust investments by the Trustees. The Trustees may, in their discretion, from time to time change the investment advisor or investment policy.

POWERS OF THE BOARD OF TRUSTEES. 10.01 The conduct of the Trust's business shall be controlled solely by the Board of Trustees in accordance with this Trust Agreement and the By-laws. The Board of Trustees shall have all authority, rights and powers conferred by law and those required or appropriate to the following powers management of the Trust's business which, by way of illustration but not by way of limitation, shall, subject only to the provisions of Sections 4.1, 4.2, 4.3, 10.3 and functions10.4, include the right, authority and power, without the vote of Shareholders, or any other Person to: A. The (a) make all filings as may be necessary or proper in order to create the Trust and to maintain its valid existence under the Trust Act or to provide that this Trust Agreement shall constitute, for all purposes, an agreement of trust under the laws of the State of Delaware as in effect from time to time; (b) adopt and implement the By-laws; (c) cause the Trust to accept contributions of Permitted Investments, or pursuant to the Charter Preferred Trust Contribution Agreement, from Charter, contribute assets to Subsidiaries, accept capital contributions from Preferred Shareholders and acquire Permitted Investments; (d) cause the Trust to enter into and perform the Management Agreement and the agreement or undertaking to which it is a party; (e) open accounts and deposit and maintain funds in the name of the Trust in banks or savings and loan associations, provided, however, that the Trust's funds shall not be commingled with the funds of any other Person; (f) change the Trust's accounting year from a calendar year to such fiscal year as approved by the Internal Revenue Service; (g) require in all Trust obligations that the Board of Trustees, the Manager or any Shareholder shall exercise all powers not have any personal liability thereon and conduct all business that the Person contracting with the Trust is to look solely to the Trust and its assets for satisfaction; provided, however, that the Board of Trustees' failure to so require such limitation on personal liability of the Manager or any Shareholder shall not be construed to imply that the Manager or any Shareholder has personal liability for any such Trust obligations; (h) prepare or cause to be prepared reports, statements and other relevant information for distribution to Shareholders including annual and quarterly reports; (i) cause the Trust to make or revoke any of the elections permitted by the Code; (j) determine the appropriate accounting method or methods to be used by the Trust in maintaining its books and records; (k) assure any Person dealing with the Trust or the Manager that he may rely upon a certificate signed by the Manager as authority with respect to: (i) the identity of the Registered Trustee, the Managing Trustees, the Manager or any Shareholder; (ii) the existence or nonexistence of any fact or facts which constitute a condition precedent to acts by the Manager or in any other manner germane to the affairs of the Trust, either directly (iii) the Persons who are authorized to execute and deliver any instrument or by delegation of authority to other bodies or persons unless otherwise prohibited elsewhere in this Agreement or by applicable law. B. The Board may delegate to MACo staff, a service agent or an administrator, the authority to act on all claim matters between full Board meetings. C. The Board shall have the power and authority to review applications for membership and may admit new Member or Affiliate Members to participate in the Trust upon such terms and subject to such conditions as the Trustees in their sole judgment determine to be appropriate. The Trustees may elect to not accept applications by prospective Members or Affiliate Members, if in their sole judgment membership by the prospective Member or Affiliate Member is not in the best interest document of the Trust.; or (iv) any act or failure to act by the Trust or as to any other matter whatsoever involving the Trust, the Managing Trustees, the Manager, or any Shareholder, D. The Board may form(l) remove the Registered Trustee at any time for any reason or no reason in its sole discretion and in the event of such removal or the resignation of the Registered Trustee, as provided to appoint a successor Registered Trustee in accordance with Section 12, such other committees 15.2; (m) establish reserves or increase or decrease reserves as it deems appropriate in conducting necessary, appropriate, convenient or advisable for the proper operation of the business of the Trust. The membership of any such other committee may consist in whole or in part of non-Board members. Any committee may function only in an advisory capacity ; (n) declare and shall make recommendations to the Boardpay Distributions; (o) pay, unless the Board specifically grants authority to act on behalf of the Board. E. The Board shall elect the officers of the Trustcollect, contract for the services required for Trust operationscompromise, and shall provide such other services as may be necessary for the administration of the Trust. F. The Board shall developlitigate, arbitrate, or cause to be developed, otherwise adjust or settle any and shall review, modify as necessary, and adopt each Program all other claims or demands of or against the Trust including all provisions for reinsurance and administrative services necessary or to carry out hold such Program.proceeds against the payment of contingent liabilities; or G. The Board shall provide for necessary services to (p) qualify the Trust and to Member and Affiliate Entitiesdo business in any state, by contract territory, dependency or otherwise, which may include, but shall not be limited to, administrative service, wellness programs, program consulting, actuarial consulting, claims adjusting, accounting and auditing services, and legal servicesforeign country. H. The Board shall provide general supervision and policy direction to all aspects of Trust operations. I. The Board shall receive, review and act upon periodic reports and audits of the funds of the Trust. J. The Board shall have such other powers and functions as are provided for in this Agreement and in applicable law that are not specifically reserved to the Members. K. The Trustees shall appoint an investment advisor to hold and invest the Trust’s funds. The investment advisor shall have discretion as to the securities in which the monies of the Trust are invested or reinvested, provided that all such investments shall be limited to investments which are permissible under law and which meet the criteria established by adoption of an investment policy for Trust investments by the Trustees. The Trustees may, in their discretion, from time to time change the investment advisor or investment policy.

POWERS OF THE BOARD OF TRUSTEES. 10.01 The Board shall be the governing body of Trustees the PACT to oversee, administer and determine its overall policies and shall have the following powers and functionsauthority: A. The Board shall exercise all powers and conduct all business To manage the affairs of the TrustPACT and to do all things necessary or convenient for the furtherance of the purposes of the PACT, including but not limited to: expending and receiving funds; entering into contract and other agreements; renting, leasing, purchasing and otherwise procuring or receiving property, real and personal; employing personnel either directly as employees or by delegation of authority to other bodies or persons unless otherwise prohibited elsewhere in this Agreement or by applicable law.contract; and employing professional consultants such as attorneys, auditors, accountants, risk managers and actuaries; B. The Board may delegate to MACo staff, a service agent or To form an administrator, the authority to act on all claim matters between full Board meetings. C. The Board shall have the power and authority to review applications for membership and may admit new Member or Affiliate Members to participate in the Trust upon such terms and subject to such conditions as the Trustees in their sole judgment determine to be appropriate. The Trustees may elect to not accept applications by prospective Members or Affiliate Members, if in their sole judgment membership by the prospective Member or Affiliate Member is not in the best interest of the Trust. D. The Board may formExecutive committee, as provided in Section 12Article 12 hereof, and delegate to that committee such other powers as it determines, provided that all such delegated powers to the Executive Committee shall be exercised under the direction of the Board; C. To form committees as it deems appropriate to act in conducting an advisory capacity and conduct the business of the Trust. The PACT, and the membership of any such other committee may consist in whole or in part of non-Board members. Any committee may function only in an advisory capacity and shall make recommendations to the Board, unless the Board specifically grants authority to act on behalf of the Board.Members; E. The Board shall D. To elect the officers and appoint staff of the Trust, contract for the services required for Trust operations, and shall provide such other services PACT as may be necessary for the administration of the Trust.PACT and as described in Articles 10 and 13 hereof; E. To prepare and adopt the annual operating budget of the PACT; F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, To develop and adopt each Program program of the Trust PACT, including all provisions for reinsurance insurance and reinsurance, and administrative services as necessary to carry out such Program.programs; G. The Board shall To provide for necessary services to the Trust PACT and its Members to Member and Affiliate Entities, by contract or otherwise, which may include, but shall not be limited to, administrative servicerisk management consulting, wellness programsLoss prevention and control, program consultingcentralized Loss reporting, actuarial consulting, claims adjusting, accounting and auditing services, and legal services.; H. The Board shall X. Xx provide general supervision and policy direction to all aspects its Executive Director, either directly or through the Executive Committee, and adopt policies and procedures to carry out the purposes of Trust operations.the PACT; I. The Board shall To receive, review and act upon periodic reports and audits of the funds of the Trust.PACT as required; J. The Board shall have such other powers and functions as are provided for in this Agreement and in applicable law that are not specifically reserved to To elect the Members.Executive committee by vote of its members present at the annual meeting; K. The Trustees shall appoint an investment advisor to hold and invest To amend the Trust’s funds. The investment advisor shall have discretion as to the securities in which the monies Bylaws of the Trust are invested PACT by a two-thirds vote of the members present at a meeting, but no amendments shall take effect sooner than thirty days after adoption thereof; and X. Xx remove a member of the Board or reinvested, provided that all such investments shall be limited to investments which are permissible under law and which meet of the criteria established Executive Committee by adoption a two-thirds vote of an investment policy for Trust investments by the Trustees. The Trustees may, in their discretion, from time to time change the investment advisor or investment policymembers present at a meeting.

POWERS OF THE BOARD OF TRUSTEES. 10.01 The Board shall be the governing body of Trustees PACT to oversee, administer and determine its overall policies and shall have the following powers and functionsauthority: A. The Board shall exercise To manage the affairs of PACT and to do all powers and conduct all business things necessary or convenient for the furtherance of the Trustpurposes of PACT, including but not limited to: expending and receiving funds; entering into contract and other agreements; renting, leasing, purchasing and otherwise procuring or receiving property, real and personal; employing personnel either directly as employees or by delegation of authority to other bodies or persons unless otherwise prohibited elsewhere in this Agreement or by applicable law.contract; and employing professional consultants such as attorneys, auditors, accountants, risk managers and actuaries; B. The Board may delegate to MACo staff, a service agent or To form an administrator, the authority to act on all claim matters between full Board meetings. C. The Board shall have the power and authority to review applications for membership and may admit new Member or Affiliate Members to participate in the Trust upon such terms and subject to such conditions as the Trustees in their sole judgment determine to be appropriate. The Trustees may elect to not accept applications by prospective Members or Affiliate Members, if in their sole judgment membership by the prospective Member or Affiliate Member is not in the best interest of the Trust. D. The Board may formExecutive committee, as provided in Section 12Article 12 hereof, and delegate to that committee such other powers as it determines, provided that all such delegated powers to the Executive Committee shall be exercised under the direction of the Board; C. To form committees as it deems appropriate to act in conducting an advisory capacity and conduct the business of PACT, and the Trust. The membership of any such other committee may consist in whole or in part of non-Board members. Any committee may function only in an advisory capacity and shall make recommendations to the Board, unless the Board specifically grants authority to act on behalf of the Board.Members; E. The Board shall D. To elect the officers and appoint staff of the Trust, contract for the services required for Trust operations, and shall provide such other services PACT as may be necessary for the administration of PACT and as described in Articles 10 and 13 hereof; E. To prepare and adopt the Trust.annual operating budget of PACT; F. The Board shall develop, or cause to be developed, and shall review, modify as necessary, To develop and adopt each Program program of the Trust PACT, including all provisions for reinsurance insurance and reinsurance, and administrative services as necessary to carry out such Program.programs; G. The Board shall To provide for necessary services to the Trust PACT and its Members to Member and Affiliate Entities, by contract or otherwise, which may include, but shall not be limited to, administrative servicerisk management consulting, wellness programsLoss prevention and control, program consultingcentralized Loss reporting, actuarial consulting, claims adjusting, accounting and auditing services, and legal services.; H. The Board shall X. Xx provide general supervision and policy direction to all aspects its Executive Director, either directly or through the Executive Committee, and adopt policies and procedures to carry out the purposes of Trust operations.PACT; I. The Board shall To receive, review and act upon periodic reports and audits of the funds of the Trust.PACT as required; J. The Board shall have such other powers and functions as are provided for in this Agreement and in applicable law that are not specifically reserved to To elect the Members.Executive committee by vote of its members present at the annual meeting; K. The Trustees shall appoint an investment advisor to hold and invest To amend the Trust’s funds. The investment advisor shall have discretion as to the securities in which the monies Bylaws of PACT by a two-thirds vote of the Trust are invested members present at a meeting, but no amendments shall take effect sooner than thirty days after adoption thereof; and X. Xx remove a member of the Board or reinvested, provided that all such investments shall be limited to investments which are permissible under law and which meet of the criteria established Executive Committee by adoption a two-thirds vote of an investment policy for Trust investments by the Trustees. The Trustees may, in their discretion, from time to time change the investment advisor or investment policymembers present at a meeting.