MARYLAND ASSOCIATION OF COUNTIES POOLED OPEB TRUST FUND BYLAWS ARTICLE 1 TRUSTEES Section 1. General Provisions. The Board of Trustees (the Board ) shall consist of the individuals appointed or elected, as applicable, in accordance with Section 3.01 of the Maryland Association of Counties Pooled OPEB Trust Agreement dated January 27, 2015 (the Trust Agreement ). Each Trustee shall hold office until the Trustee s successor is duly elected or appointed and qualifies or until the Trustee s death, resignation or removal. Section 2. Chair. The Chair shall be elected in accordance with Section 3.05 of the Trust Agreement. The Chair shall preside over meetings of the Board, implement Trust policies as determined by the Board, and administer the business affairs of the Board. The Chair shall serve as such until a successor is elected by the Board or until he or she is no longer a member of the Board, whichever comes sooner. Section 3. Vice-Chair. The Vice-Chair shall be elected in accordance with Section 3.05 of the Trust Agreement. The Vice-Chair shall serve as Chair in the event that the Chair is temporarily unable to perform his or her duties. The Vice-Chair shall serve as such until a successor is elected by the Board or until he or she is no longer a member of the Board, whichever comes sooner. Section 4. Secretary. The Administrator shall act as Secretary to the Board and perform the following duties: (a) (b) Keep written minutes of Board proceedings. See that all notices are given as required by these bylaws or by law. (c) Keep a list of the post office addresses of each Trustee. Trustees are required to provide current addresses to the Administrator. (d) Perform other duties assigned by the Board. Section 5. Resignation and Removal; Appointment of Successor. (a) A Trustee may resign by giving notice to the Chair in accordance with Section 3.03 of the Trust Agreement. A Trustee may be removed by the affirmative vote of Members representing at least two-thirds (2/3) of the assets of the Trust Fund at a duly held meeting of the Members or by the affirmative vote of at least 75% of the votes cast by the Trustees at a duly held meeting of the Board.
(b) In the event a Trustee resigns, is removed or is otherwise unable to serve, a successor shall be appointed. If such Trustee is an Initial Trustee, the successor shall be appointed in accordance with Section 3.01(b) of the Trust Agreement. Thereafter, the successor shall be appointed by the Board in accordance with Section 3.02(e) of the Trust Agreement. ARTICLE 2 MEETINGS, QUORUM, VOTING Section 1. Annual Meeting. There shall be an Annual Meeting of the Members and the Trustees on a date and at a place designated by the Trustees in accordance with Section 8.02 of the Trust Agreement. The Trustees shall endeavor to hold the Annual Meeting in the same month each year, but the failure to do so shall not invalidate or otherwise impact any actions taken at the Annual Meeting. It shall not be necessary that an Annual Meeting be held with 365 days of the last Annual Meeting. The Board shall establish the agenda for each Annual Meeting. Such agenda shall include election of Trustees if required pursuant to Section 3.01(c) of the Trust Agreement, reports by the Administrator and the Investment Consultant and review and approval by the Members of the asset allocation and investments held in the Trust Fund. Each Member is entitled to one vote on any matter that is properly before the Members at the Annual Meeting. The Member s representative appointed by the Member shall be the person entitled to cast the Member s vote at the Annual Meeting. Voting for Trustees shall be by ballot. All other voting by the Members at the Annual Meeting may be by voice vote unless any Member demands voting by ballot. Approval by a majority of the votes cast by Members at the Annual Meeting at which a quorum is present shall be sufficient to approve any matter which is properly before the meeting, unless more than a majority is otherwise required by these Bylaws or the Trust Agreement. Section 2. Quarterly Meetings; Special Meetings. (a) The Trustees shall endeavor to meet at least once during each calendar quarter. Before the beginning of each calendar year, the Board shall set a meeting schedule for that year. (b) Any Trustee may call for a special meeting of the Board. However, a special meeting may not be called to consider matters voted on by the Board in the preceding 12 months. This limitation does not apply if newly enacted legislation (or government policy) requires the Board to reconsider a matter voted on in the 12 month period. Section 3. Notice of Meetings. The Secretary must provide notice (a) to each Member and each Trustee at least 15 days before each Annual Meeting and (b) to each Trustee at least 15 days before each meeting of the Board. The notice must be in writing and state the time, date and place of the meeting. In the case of the Annual Meeting and any quarterly meeting, the notice must state in general terms the matters proposed to be acted upon at the meeting. In the case of a special meeting, the notice must include the particular purpose of the meeting. In each case, an agenda and copies of all applicable documents shall be provided to the Members and the Trustees, as applicable, at least 5 days prior to the meeting. 2
Meeting notices may be delivered by electronic mail or mailed to the applicable address (as it appears on the records of the Board.) Section 4. Quorum. A quorum exists for an Annual Meeting when a majority of the Members are present (in person, by teleconference or by proxy). A quorum exists for a Board meeting when a majority of the Trustees are present (in person, by teleconference or by proxy). If a quorum does not exist, the Members or Trustees, as applicable, present may cancel or adjourn the meeting and reconvene on another date. Notice of the reconvened meeting shall be given in accordance with the notice provisions contained in Section 3. If the reconvened meeting is the Annual Meeting or a quarterly meeting, any business properly before the meeting may be acted upon. If the reconvened meeting is a special meeting, the Board may only act upon the business scheduled for the adjourned special meeting. Section 5. Proxies. Votes may be cast either in person or by a proxy executed in writing. Every proxy must be filed with the Administrator before or at the time of the meeting. Proxies may be general or specific to one or more issues, but must be limited in duration to 30 days. Section 6. Conduct of Meetings. The Chair, or a majority of the Trustees present at a meeting, may direct that the proceedings for a deliberative body as contained in Robert s Rules of Order apply to any meeting, or any portion thereof. When Robert s Rules of Order do not apply, the Chair may conduct the meeting informally. Any reference to Robert s Rules of Order means the latest published edition of such rules at the time an issue arises with respect to such rules. An action taken at a meeting that is otherwise valid is not invalid because of the failure to follow Robert s Rules of Order. A Member or Trustee may participate in a meeting by means of a conference telephone or similar equipment if all persons participating in the meeting can hear one another at the same time. Meetings shall be open to the public unless the Board determines that all or a portion of the meeting shall not be open to the public. Any member of the public may attend any open meeting, but shall not participate in any discussions unless requested to participate by the Chair or by a majority of the Trustees who are present. Closed meetings that are not open to the public may be held in accordance with State law. Meetings shall not be audio or video recorded except under the direction of the Chair and with the consent of a majority of the Trustees present. Section 7. Voting. Each Trustee is entitled to one vote on any matter which is properly before the Board. Approval by a majority of the votes cast by Trustees at a meeting of the Board, duly called and at which a quorum is present shall be sufficient to approve any matter which is properly before the meeting, unless more than a majority is required by the Trust Agreement. Section 8. provided: Action by Board without Meeting. The Board may take action without meeting 3
(a) The action is described in a written consent document provided to all Trustees (which may be in the form of an electronic mail message). (b) Each Trustee eligible to vote approves in writing (including approval by electronic mail) the consent to take action without meeting, and records his or her vote. (c) The consents are filed with the minutes of Board proceedings. Section 9. Voting by Ballot. The Board may take voice votes unless the Chair or any Trustee demands voting by ballot. Section 10. Minutes. The Administrator shall keep written minutes of all meetings. Minutes of open meetings (or portions of meetings which are open) shall be open to inspection by the public, during the regular business hours of the Administrator. Draft minutes of each Board meeting shall be sent to each Trustee as soon as reasonably possible after the meeting. Draft minutes of the Annual Meeting must be approved or corrected by vote of the Members by written action (which may be by email). Draft minutes of Board meetings must be approved or corrected by vote of the Trustees at their next meeting. Section 11. Committees. (a) The Nominating Committee shall be appointed and take such actions as set forth in Section 3.01(c) of the Trust Agreement. (b) The Board may appoint such other committees as it deems necessary and appropriate from time to time. Such committees shall report to and serve under the direction of the Board. ARTICLE 3 CONTRACTS From time to time, the Board will recommend the execution of contracts or other instruments. The Trustees shall authorize in writing one or more Trustees to execute instruments on their behalf in accordance with Section 8.05 of the Trust Agreement. ARTICLE 4 WAIVER OF NOTICE When a notice is required to be given, according to the Trust Agreement, these Bylaws or applicable law, a waiver of the notice will be considered the same as giving the notice. The following applies to such waiver. a. The waiver must be in writing and signed by the person(s) entitled to the notice. b. The waiver may be signed before or after the time stated in the notice. c. The waiver does not have to state the purpose or business to be transacted at a meeting, unless otherwise required by the Trust Agreement or these Bylaws. 4
d. If a person attends a meeting, this waives notice of the meeting. The exception is if the person is attending specifically to object to the meeting because it was not properly called or convened. ARTICLE 5 AMENDMENT OF BYLAWS These Bylaws may be amended to repealed, or new Bylaws may be made and adopted by a majority vote of the Trustees. Section 1. Member Contributions. ARTICLE 6 CONTRIBUTION AND DISTRIBUTION PROCEDURES (a) A Member may make contributions to the Trust Fund at any time, provided that a Member may only make one contribution in any calendar month.. The Member must provide notice to the Administrator of its intent to make a contribution to the Trust Fund. Notice can be made by submitting the Contribution Form to the Administrator in the manner stated thereon. Upon receipt of the Contribution Form, the Administrator will provide a copy to the Custodian. To expedite the process, a Member may also wire funds directly to the Custodian; however, the Member must still submit the Contribution Form to the Administrator. The Contribution Form must be signed by the Member s Authorized Member Representative. (b) Contributions shall be in the minimum amount of $25,000; provided that such minimum amount may be waived at the Administrator s discretion. (c) The Administrator and the Trustees shall be permitted to rely on the written direction of the Member and may, in their sole discretion, request further documentation relating to a requested contribution. (d) By making a contribution to the Trust Fund, the Member represents, warrants and understands that such contribution (1) is irrevocable, (2) is made solely for the purpose of funding the Member s other post-employment benefit liabilities under its Plans and (3) will not cause the Member s assets in the Trust Fund to exceed the amount required to fully fund the actuarial present value of total projected benefits under its Plans. The Member shall indemnify and hold the Administrator and the Trustees harmless from any use of Trust Funds contrary to such purposes. Section 2. Member Distributions. (a) A Member may request distributions from the Trust Fund at any time, provided that a Member may only request one distribution in any calendar month. To receive a distribution, the Member must submit a Distribution Request Form to the Administrator at least 5 business days prior to the requested distribution date. Upon receipt of a Distribution Request Form, the Administrator will provide a copy to the Custodian. The Distribution Request Form must be signed by the Member s Authorized Member Representative. 5
(b) The Administrator and the Trustees shall be permitted to rely on the written direction of the Member and may, in their sole discretion, request further documentation relating to a requested distribution. (c) By requesting a distribution from the Trust Fund, the Member represents, warrants and certifies that such distribution will be used solely for (1) paying benefits under a Plan, (2) paying premiums to an insurer for benefits provided under a Plan, (3) transferring funds to a trust or equivalent arrangement, for providing benefits under a Plan, or (4) for any other purpose permitted under GASB Statement No. 45 and the Code. The Member shall indemnify and hold the Administrator and the Trustees harmless from any use of such distribution contrary to such purposes. (d) No distribution shall be made to a Member which exceeds the balance credited to such Member s Separate Account. ARTICLE 7 DEFINED TERMS Capitalized terms used in these Bylaws and not defined herein shall have the meanings given such terms in the Trust Agreement. Approved 10/12/2015 62108528_3.docx 6