Loading...
HomeMy WebLinkAboutTrust Agreement and Bylaws (Correct) 9-17 26840.001\4848-8457-3084v2 CITY OF MERIDIAN EMPLOYEE BENEFITS PLAN TRUST AGREEMENT City of Meridian Employee Benefits Plan Trust Agreement - 2 26840.001\4848-8457-3084v2 CITY OF MERIDIAN EMPLOYEE BENEFITS PLAN TRUST AGREEMENT This City of Meridian Employee Benefits Plan Trust Agreement (“Trust Agreement”) is made and entered into effective ____________, 2019, by the City of Meridian. The purpose of the Trust governed by this Trust Agreement is to provide health care benefits on behalf of and for the benefit of City of Meridian employees and their Beneficiaries. NOW, THEREFORE, the undersigned hereby adopt this Trust Agreement as follows: 1. ESTABLISHMENT OF TRUST 1.1 EMPLOYER. The City of Meridian is defined as the Plan Sponsor and “Employer.” “Employer” shall include any successor corporation, and any other subsidiary, affiliate or controlled business which adopts the Plan. 1.2 ESTABLISHMENT AND NAME OF TRUST. The Employer hereby establishes an employee benefit plan trust (the “Trust”). The Trust may also be referred to as the City of Meridian Employee Benefits Plan Trust. 1.3 TRUSTEE RESPONSIBILITIES. The Trustees (i) accept the trusteeship, and (ii) declare that they will receive and hold the Fund assets as Trustees under the Trust Agreement for the uses, purposes, and trusts set forth in the Trust Agreement. 1.4 PURPOSES OF TRUST. The City of Meridian established a Benefits Plan (“Plan”) to provide for the payment of Eligible Expenses incurred by Plan Participants for certain services. The purposes of the Trust are: a. to receive, in advance, all contributions to the Plan, b. to hold, manage, invest and reinvest the Trust property and all income from the property, in accordance with the terms of this Trust, and c. to make distributions from the Trust Fund in such amounts and to such person or persons as the Plan Administrator shall direct to provide for the payment of (i) Covered Medical Expenses, (ii) Covered Dental Expenses, (iii) Covered Pharmacy Expenses (iv) Covered Vision Expenses incurred by Plan Participants. d. to be responsible for the Trust’s long-term financial stability; to make decisions within the confines of the budgeted funds, the law, and governing rules regarding such things as plan design, who are covered individuals, PEHP plan offerings, Wellness programs, and other health related programs. 1.5 EFFECTIVE DATE. The Trust shall be effective as of January 1, 2020. 1.6 PARTICIPATION IN THE TRUST. Participation in the Trust by the Employer may be discontinued by the Employer by giving thirty-one day’s advance notice in writing to the Trustees by registered certified mail at their last known address. Such discontinuation shall be effective as of the thirty-first day after the receipt of such notice by the Trustees. City of Meridian Employee Benefits Plan Trust Agreement - 3 26840.001\4848-8457-3084v2 1.7 IRREVOCABILITY OF THE TRUST. The Employer reserves no right or authority to alter, amend, revoke or terminate the transfer in Trust. 2. ADMINISTRATION AND DISPOSITION OF TRUST FUND 2.1 CLAIMS. The Trustees, or any person or persons designated by them, may (i) pass upon the validity of claims for Benefits under the Plan, and (ii) in payment of valid claims in the amounts approved, authorize payments upon the Fund. The Trustees shall not be considered the agents of the Plan Administrator. 2.2 COLLECTION. The Trustees shall (i) require all Employer and Employee Contributions to be paid in advance and that they are to be deposited in and disbursed from a Trust Fund(s) duly established under this irrevocable Trust Agreement; (ii) make any necessary refunds or adjustments, and (iii) maintain such monies in a Trust Account in the Trust Fund’s name. In order to carry out the purposes of this Trust, the Trustees (i) shall specify the exact time and manner in which the payment of Contributions to the Fund are to be made, and (ii) shall be required to notify the contributing Employer and Employees in writing of these requirements. 2.3 STATEMENT. The Plan shall furnish to each employee-beneficiary of the Plan a written statement or schedule adequately and clearly stating all benefits currently allowable under the Plan, together with all applicable restrictions, limitations, and exclusions, and the procedure for filing a claim for benefits, in accordance with Idaho Code §41-4004(1)(d). 2.4 ACTUARIALLY SOUND. The assets and income of the Trust Fund shall at all times be reasonably adequate to provide for full payment of all benefits promised to beneficiaries by the Plan and to cover all other costs of operation, in accordance with Idaho Code §41-4004(1)(e). The initial contribution rates to the Trust Fund shall be calculated by a qualified actuary and shall include a reasonable provision for adverse deviation and a reasonable contribution to the surplus. 2.5 EXPENSES, RESERVES, AND TAXES. The Trustees shall: a. pay or provide for (i) the payment of all reasonable and necessary expenses of collecting the Employer and Employee Contributions and administering the affairs of the Trust and Fund, including all expenses which may be incurred in connection with the establishment of the Trust and Fund, (ii) the employment of administrative, legal, expert and clerical assistance, and (iii) the leasing of premises and the purchase or lease of the materials, supplies and equipment which the Trustees, in their discretion, find necessary or appropriate in the performance of their duties; b. establish the following reserves: (i) a reserve in amount as certified by a member of the American Academy of Actuaries as being necessary for payment of all claims against the trust fund for benefits, including both claims reported and not yet paid and claims incurred but not yet reported; (ii) if, under the Plan, periodic contributions to the Trust Fund have been paid in advance or are payable less frequently than monthly, there shall be a reserve for unearned contributions as computed pro rata on the basis of the unexpired portion of the period for which the contribution has been paid, and (iii) if future claims payments plus future costs of operation are greater than future contributions plus current reserves, there shall be a reserve in an amount equal to future claims payments plus future costs of operation, less future contributions, less current reserves; City of Meridian Employee Benefits Plan Trust Agreement - 4 26840.001\4848-8457-3084v2 c. pay any federal, state or local tax which may be properly levied against the Fund or Benefits paid; d. establish and maintain in its Trust Fund a surplus equal to at least (i) the equivalence of three (3) months of contributions for the current year plan; or, (ii) one hundred ten percent (110%) of the difference between the total dollar aggregate stop-loss attachment point plus costs of operation and the total dollar expected contributions for the current plan year. Up to one-third of the surplus required by this Section 2.5(d) may be funded by a clean, irrevocable letter of credit, in a form acceptable to the Director of the Idaho Department of Insurance, issued in favor of the trust fund by a federally or state- chartered bank having a branch office in Idaho. Such irrevocable letter of credit cannot be guaranteed by pledge of any of the plan assets. The funding cannot be in the form of prepaid contributions or other loan or associated with an offsetting liability. 2.6 INVESTMENTS AND FINANCIAL TRANSACTIONS. All funds and assets received by the Trustees in accordance with this Trust Agreement shall be Trust Funds and shall be deposited by the Trustees in bank or banks that the Trustees designate for that purpose. All withdrawals, drafts, or checks of Trust Funds from such bank or banks shall be effective only upon the signature or countersignature of duly authorized Trustees. The Trustees may invest and reinvest any part of the Trust Fund not required for current expenditures; provided however, such investments shall be made and held in the name of the Trust Fund, and the interest and yield thereon shall inure to the account of the Trust Fund. No investment shall be made unless authorized in writing by the Trustee and so shown in the records of the Trust Fund. All investments shall be made in accordance with Idaho Code §41-4009. 2.7 TRUST LIABILITY. The Trust Fund shall be legally liable for payment of all applicable benefits stated in the statement or schedule of benefits in effect at the time a claim thereunder arises. Funds in the trust are fiduciary funds, and are not liable for any obligation of any employer participant in the plan, nor subject to garnishment or levy for the obligation of any beneficiary. All funds and moneys received by the Plan and all funds billed and paid as contributions to the Trust Fund shall be timely deposited in the trust account and shall be held in no other name than the name of the self-funded plan. 2.8 INTEREST. The Trust shall not be required to pay interest on Employer or Employee contributions to the Fund. Interest accrued on Trust funds shall remain in Trust not inconsistent with the provisions of this Agreement. 2.9 SPENDTHRIFT CLAUSE. No Trust Funds shall be: a. assigned or encumbered by any Participant; b. attached by or subjected to the interference or control of any creditor of any Participant or the Employer; or c. reached by any legal or equitable process in satisfaction of any debt or liability of any Participant prior to its actual receipt by such Participant. City of Meridian Employee Benefits Plan Trust Agreement - 5 26840.001\4848-8457-3084v2 3. TRUSTEES. 3.1 TRUSTEES. The Trust shall be administered by no less than three (3) and no more than five (5) Trustee positions. Each Trustee shall be a voting member. 3.2 INITIAL TRUSTEES. The initial Trustees are: (i) William L.M. Nary (ii) Alexander Ronald Freitag (iii) Eric Kent Strolberg (iv) Christena Ann Barney The Trustees shall be allowed to appoint ex-officio members or administrative staff as needed, upon notification to City Council. 3.3 TRUST OFFICERS. The Trustees establish the positions of Chair and Vice-Chair. The Chair and Vice-Chair shall be elected by a majority vote of the Trustees. The Chair and Vice-Chair shall be elected at the first regular Trust meeting in November of each year and shall assume the responsibilities of their positions at the meeting in which they are elected. 3.4 TERM. Each Trustee shall serve until the Trustee’s death, incapacity, resignation, removal, or separation from City employment, whichever comes first. 3.5 RESIGNATION. A Trustee may resign from all further duty or responsibility upon giving (30) thirty days’ notice in writing to the Mayor and Chair or such shorter notice as the Mayor may accept as sufficient. The notice shall state a date when the Trustee’s resignation shall take effect. The resignation shall take effect on the date specified in the notice unless a successor Trustee shall have been appointed at an earlier date, in which event the resignation shall take effect immediately upon the appointment of the successor Trustee. 3.6 REMOVAL. A Trustee may be removed from office at any time by a majority vote of the City Council, notice of which shall be sent by registered or certified mail and which shall state a date when the removal shall take effect. 3.7 SUCCESSOR TRUSTEE. In the event a Trustee is no longer able to act under the terms of this Trust Agreement, resigns, is removed or comes to the end of their term, a successor Trustee shall be appointed by action of the City Council. Until the appointment of the successor Trustee, the remaining Trustees by majority vote shall have full power to act. 3.8 POWERS OF SUCCESSOR TRUSTEE. A successor Trustee shall become vested with all the property, rights, powers, and duties of a Trustee upon (i) appointment as a successor Trustee, and (ii) acceptance by such successor Trustee of the trusteeship in a writing filed with the Trustees. 3.10 ACTION AND MEETINGS. Except as provided in section 3.7, any action taken by the Trustees under this Agreement shall the vote of a least three (3) Trustees. Any one of the Trustees may call a meeting of the Trustees at any time, in person, by telephone or by e -mail, by giving at least forty-eight (48) hours written or e-mailed notice of the time and place of the meeting to the remaining Trustees. The Trustees may conduct ministerial and administrative duties (e.g. paying legitimately City of Meridian Employee Benefits Plan Trust Agreement - 6 26840.001\4848-8457-3084v2 presented bills) by voting via e-mail, without notice, but a record of such action must be made and stored, pursuant to applicable law. 3.11 TRUST AUTHORIZATION. Any instrument in writing made by formal action of the Trustees, the Fund and the Trustees shall be bound by the signature of any two authorized Trustees. All persons, partnerships, corporations, associations, and the Plan Administrator may rely on the signature of the Trustees as duly authorizing the instrument in accordance with the Trust Agreement. 3.12 VOTING. Each Trustee shall have one vote on all matters in any meeting of the Trustees. 3.13 POWERS. The Trustees have all powers provided by the Idaho Uniform Trustee’s Powers Act, as amended, and any other statute or rule of law. In addition, the Trustees may exercise all rights or privileges granted to them by provisions of the Plan and may agree to any alteration, modification or amendment of the Plan. The Trustees will notify the City Council of any and all alterations, modifications or amendment to the Plan. Persons dealing with the Trustees shall not be required to inquire into the authority of the Trustees with regard to any dealings in connection with the Plan. 3.14 INTERPRETATION OF TRUST AGREEMENT. The Trustees shall have the power to construe the provisions of the Trust Agreement. Any construction adopted by the Trustees in good faith consistent with the provisions of the Plan shall be binding upon the Employees, the Employer, the Plan Administrator and all others claiming by or through any of them by assignment, bequest or otherwise. 3.15 COMPENSATION OF TRUSTEES. The Trustees shall serve without compensation from the Trust for services rendered in such capacity, but all reasonable expenses specifically incurred in the performance of the Trustee’s duties pursuant to this Plan shall be paid out of the Trust Funds. Trustees are governed by a fiduciary duty as imposed by State law and any applicable Federal law while incurring expenses associated with their performance as Trustees pursuant to this Plan. 3.16 PAYMENT OF ADMINISTRATIVE EXPENSES. All reasonable expenses specifically incurred in administering the Plan, including but not limited to administrative fees and expenses owing to any third party administrative service provider, actuary, consultant, accountant, specialist, or other person or organization that may be employed by the Trustee in connection with the administration of the Plan, shall be paid out of Trust assets, and, if Trust assets are insufficient, by the Employer. Trustees are governed by a fiduciary duty imposed by Federal and State law as well as the City’s Ethics Policies while incurring expenses associated with the administration of this Plan. 3.17 BYLAWS. The Trustees may promulgate such bylaws as may, in their discretion, be proper and necessary for the sound and efficient administration of the Trust. 3.18 LIABILITY. To the extent permitted by law, neither the Trustee nor any other person shall incur any personal liability for any acts or for failure to act within the scope and course of their duties as Trustees except for willful misconduct or willful breach of this Plan. 3.19 BOOKS AND RECORDS. The Trustees shall cause full and accurate records and accounts to be entered and maintained during all times of the existence of the Trust covering all financial transactions and affairs of the Trust Fund. Any audit of the Plan or Trust shall be completed City of Meridian Employee Benefits Plan Trust Agreement - 7 26840.001\4848-8457-3084v2 independently of any other entity. Within ninety (90) days after close of a fiscal year of the Plan, the Trustees shall prepare an annual statement in writing summarizing the financial transactions of the Trust Fund for such fiscal year and the financial condition of the Trust at the end of such year in accordance with the requirements I.C. §§ 41-401, et al, and with generally accepted accounting principles. The statement shall be in a form acceptable to the Director of the Idaho Department of Insurance and include such information as prescribed by the Director. The financial information included therein shall be certified by the accountant who audited such information. The Trustees shall promptly deliver a copy of the statement to Employer and keep a copy thereof on file in the business office from which the Plan is operated. Such statement shall be available for review by any Beneficiary at all reasonable times for a period of not less than three (3) years from the date of the statement. If the plan is managed by a third- party administrator, such statement shall be available at the administrative offices of the Employer. The Plan's annual statement shall be accompanied by the certified actuarial opinion described in I.C. § 41- 4010. Such annual statement shall be prepared in accordance with actuarial standard of practice no. 28. The Plan shall require that the qualified actuary retain the actuarial work papers until the Department of Insurance has filed an examination report of the Plan covering the period of the actuarial opinion but no longer than seven (7) years from the date of such opinion. On or before expiration of such ninety (90) day period the Trustees shall file an original of the annual statement and certified actuarial opinion with the Director in a form prescribed by the Director. The Trustees shall pay a filing fee as necessary. The Trustees shall also file quarterly supplemental unaudited financial reports and other periodic supplemental unaudited financial reports in a form and at the times prescribed by the Director. 3.20 BONDING. The Trustees shall obtain a fidelity bond, or coverage deemed by the Director of the Idaho Department of Insurance to be equivalent to a fidelity bond, in the name of the Plan, the purpose of which is to protect against acts of fraud and dishonesty by the Plan’s Trustees, directors, officers and employees in connection with the Trust Fund or Plan. Such bond shall be in an amount equal to the greater of ten percent (10%) of the contributions received by the Plan or ten percent (10%) of the benefits paid during the preceding calendar year. If the Plan was not in operation during the preceding calendar year, the bond shall be in an amount equal to ten percent (10%) of the contributions projected to be received by the Plan during its first year of operation. The amount of any bond required under this section shall be not less than twenty-five thousand dollars ($25,000) or more than five hundred thousand dollars ($500,000). 4. AMENDMENTS 4.1 ENTIRE AGREEMENT. This Trust Agreement constitutes the entire agreement between the undersigned Employer and the Trustees and shall not be deemed to be varied, altered or amended by any other statement, representation or agreement by or between any person or persons whomsoever, whether written, oral or implied in any way, except as provided in this Agreement. 4.2 AMENDMENT. This Agreement may be amended to any extent at any time or from time to time by the majority vote of all the Trustees then acting under this Agreement and with approval by City Council. However, no amendment shall divert the Fund as then constituted, or any part of the fund, to a purpose other than as set forth in this Agreement. 4.3 NOTICE. The Trustees shall (i) immediately notify the Employer, the claims administrator and all other interested parties of any amendment to this Agreement, and (ii) execute any instrument or instruments in connection with the Amendment. City of Meridian Employee Benefits Plan Trust Agreement - 8 26840.001\4848-8457-3084v2 5. TERMINATION OF THE TRUST 5.1 APPLICATION OF FUNDS. In the event of termination of the Trust, the Trustees shall apply the Fund to the continuation of providing Benefits and to provide for payment of reasonable and necessary expenses incurred in termination of the Fund, until the Fund is exhausted. In the event of termination, the Employer shall cause the Fund and the Employee Contributions to be carried out for the purposes of the Trust as provided in this Agreement. 5.2 DISSOLUTION. Upon termination of the Trust, the Trustees shall immediately notify the Employer and shall continue as Trustees for the purposes of dissolution and may take any action which may be appropriate or required. 5.3 TERMINATION. Upon Trustees terminating the Trust, or if the Director of the Idaho Department of Insurance upon examination finds the Trust to be insolvent where the Plan is unable to pay its obligations when due or that its assets do not exceed its liabilities, the Trustees shall proceed in a manner consistent with the law, including but not limited to Idaho Code §41-4019. 5.4 LIQUIDATION. Whether terminated by election of the Trustees or by the Director of the Idaho Department of Insurance, upon termination of the registration of the Plan, the Trust Fund shall be liquidated in accordance with Idaho Code §41-4019. 6. DEFINITIONS 6.1 BENEFITS. The term “Benefits” means the amount payable by the Plan for Covered Expenses. 6.2 CONTRIBUTIONS. The term “Contributions” means payments by the Employer or Employees to the Trustees for the purposes of the Fund as defined in Section 1.4. 6.3 COVERED EXPENSES. The term “Covered Expenses” means expenses for services that will be reimbursed in accordance with the Plan. 6.4 DEPENDENT. The term “Dependent” means a Participant other than an Employee who is an Eligible Dependent as specified in the Eligibility to Participate Section of the Plan Document. 6.5 ELIGIBLE EMPLOYEE. The term “Eligible Employee” means an individual who works for the Employer on a regular or non-regular basis in the usual course of the Employer’s business, working at least the number of hours in the Employer’s normal work week, but not less than 30 hours per week. Eligible Employees shall not include individuals compensated by commissions only, seasonal employees of less than 6 months duration, contractors, agents, employees of temporary employment agencies and all others not considered an employee of the Employer. 6.6 EMPLOYEE. The term “Employee” means any individual who is considered to be in an employer-employee relationship with the Employer and is eligible for benefits under the Plan. The term “Employee” includes “former employees” for the purpose of allowing continued eligibility for Benefits under the Plan (i) for the remainder of the month in which a Participant ceases to be employed by the Employer, or if longer, the period during which a former employee has elected to continue City of Meridian Employee Benefits Plan Trust Agreement - 9 26840.001\4848-8457-3084v2 coverage following termination of employment, as provided by the Public Health Service Act, or (ii) as allowed by the Plan. 6.7 EMPLOYER. The term “Employer” means the City of Meridian. “Employer” shall also include any successor corporation, and any other subsidiary, affiliate or controlled business which adopts the Plan. 6.8 TRUST FUND OR FUND. The term “Trust Fund” or “Fund” means the Trust estate created by this Agreement and shall consist of all funds or assets of the Trust including an y bank accounts or savings accounts or certificates together with all investments made and held by the Trustees for receipt of contributions of employer and employees and payment of or with respect to health care service for participants according to Idaho Code §41-4002. 6.9 PARTICIPANT. The term “Participant” means any Employee or Dependent who has met the eligibility requirements set forth in the Plan and who, in a timely manner, has made all required contributions. 6.10 PLAN. The term “Plan” means the City of Meridian Employee Benefits Plan established by the employer as of January 1, 2020, and any subsequent Amendments. 6.11 PLAN ADMINISTRATOR. The term “Plan Administrator” means the person or firm appointed by the Trustees who has the authority and responsibility to manage and direct the administration and/or payment of claims for the Plan. The Plan Administrator must be licensed and bonded as an administrator pursuant to chapter 9, title 41, Idaho Code. 6.12 PLAN YEAR. The term “Plan Year” means the period beginning on the Effective Date and ending on December 31, 2020, and the 12-month period ending on each December 31 thereafter. 6.13 TRUSTEES. The term “Trustees” means the persons designated as Trustees in this Trust Agreement together with their successors are the Trustees of this Trust Fund according to Idaho Code §41-4002(19). 7. MISCELLANEOUS PROVISIONS 7.1 PAYROLL INFORMATION. The Employer shall promptly furnish to the Trustees on demand such payroll information and data with respect to the individual Employees benefiting from this Agreement that the Trustees may require in connection with the administration of the Trust and the Plan. Payroll information and data shall be limited in nature to matters such as name, classification, social security number, amount of wages paid and hours worked. The Trustees, or their authorized representatives, may examine the pertinent payroll records of the Employer with respect to the individual Employees benefiting from this Agreement whenever an examination is deemed necessary or advisable by the Trustees in connection with the proper administration of the Trust and the Plan. 7.2 PARTICIPANT CLAIMS. No Participant, nor any person claiming by or through a Participant, Employer, person, partnership, corporation or association, nor any person entity claiming by or through any one of them by reason of assignment, bequest or any other means shall have any right, title or interest in the Fund or any part of the Fund. However, any participant who is actually covered by a Plan is entitled, subject to the terms and conditions of the Plan, to the benefits provided under the City of Meridian Employee Benefits Plan Trust Agreement - 10 26840.001\4848-8457-3084v2 Plan in the amount and to the extent provided in the Plan. Each employee/beneficiary of the Plan will be provided with a written statement or schedule adequately and clearly stating all benefits currently allowable under the Plan together with all applicable restrictions, limitations and exclusions, and the procedure for filing a claim for benefits. 7.3 THIRD PARTIES. No person, partnership, corporation or association dealing with the Trustees shall be required (i) to see to the application of any funds or property of the Trust, (ii) to see that the terms of the Trust have been complied with, or (iii) to inquire into the necessity or expediency of any act of the Trustees. Every instrument effected by the Trustees shall be conclusive in favor of any person, partnership, corporation relying on such instrument that: a. at the time of the delivery of the instrument the Trust was in full force and effect; b. the instrument was effected in accordance with the terms and conditions of this Agreement; and c. the Trustees were duly authorized and empowered to execute the instrument. 7.4 PARTIES TO AGREEMENT. No person or entity other than the Trustees or their lawful successors and the Employer shall be considered a party to this Trust Agreement. 8. SITUS AND CONSTRUCTION OF TRUST 8.1 SITUS. The Trust is accepted by the Trustees in the State of Idaho and all questions pertaining to its validity, construction and administration shall be determined in accordance with laws of that State. 8.2 GOVERNING LAW, JURISDICTION, AND VENUE. This Agreement shall be construed and interpreted in accordance with the laws of the State of Idaho. The parties agree that the courts of Idaho shall have exclusive jurisdiction and agree that Ada County, Idaho is the proper venue. 8.3 SEVERABILITY. The invalidity of any portion of this Agreement, as determined by a court of competent jurisdiction, shall not affect the validity of any other portion of this Agreement. Now, therefore, this Trust Agreement is effective as of the date first set forth above: CITY OF MERIDIAN Date: By: Date: Date: Date: Date: INITIAL TRUSTEES: William Lloyd Mossman Nary Alexander Ronald Freitag Eric Kent Strolberg Christena Ann Barney City of Meridian Employee Benefits Plan Trust Agreement - 11 26840.001\4848-8457-3084v2 CITY OF MERIDIAN EMPLOYEE BENEFITS PLAN TRUST BYLAWS i TABLE OF CONTENTS ESTABLISHMENT AND PURPOSES OF THE TRUST .............................................1 AUTHORIZATION ................................................................................................................................... 1 PURPOSES OF TRUST ............................................................................................................................. 1 TRUST MEMBERSHIP ...................................................................................................1 TRUSTEE POSITIONS ............................................................................................................................. 1 RESIGNATION ......................................................................................................................................... 1 REMOVAL ................................................................................................................................................ 2 SUCCESSOR TRUSTEE ........................................................................................................................... 2 POWERS OF SUCCESSOR TRUSTEE .................................................................................................... 2 SUBCOMMITTEES .................................................................................................................................. 2 COMPENSATION OF TRUSTEE ............................................................................................................ 2 TRUSTEE LIABILITY .............................................................................................................................. 2 TRUSTEE RESPONSIBILITIES ....................................................................................3 TRUSTEE RESPONSIBILITIES ............................................................................................................... 3 TRUSTEE CLAIMS .................................................................................................................................. 3 COLLECTION ........................................................................................................................................... 3 EXPENSES, RESERVES, AND TAXES .................................................................................................. 3 INVESTMENTS ........................................................................................................................................ 4 TRUST POWERS ...................................................................................................................................... 4 INTERPRETATION OF TRUST AGREEMENT ..................................................................................... 4 BOOKS AND RECORDS.......................................................................................................................... 4 TRUST AUTHORIZATION ...................................................................................................................... 5 TRUST OFFICERS ...........................................................................................................5 CHAIR AND VICE-CHAIR ELECTIONS ............................................................................................... 5 CHAIR RESPONSIBILITIES .................................................................................................................... 5 VICE-CHAIR RESPONSIBILITIES ......................................................................................................... 6 CHAIR AND VICE-CHAIR TERMS ........................................................................................................ 6 MEETINGS ........................................................................................................................6 REGULAR AND SPECIAL MEETINGS ................................................................................................. 6 MEETING DATES .................................................................................................................................... 6 TRUSTEE MEETING LOCATION .......................................................................................................... 7 EXECUTIVE SESSIONS .......................................................................................................................... 7 AGENDA PREPARATION AND FORMAT .................................................................7 AGENDA PREPARATION ....................................................................................................................... 7 AGENDA FORMAT .................................................................................................................................. 7 ORDERLY CONDUCT OF MEETINGS .................................................................................................. 8 QUORUM .................................................................................................................................................. 8 VOTING ..................................................................................................................................................... 8 RULES OF ORDER ................................................................................................................................... 8 MINUTES .................................................................................................................................................. 9 PUBLIC PARTICIPATION AT TRUST MEETINGS .............................................................................. 9 ROLES AND RESPONSIBILITIES ..............................................................................10 MAYOR AND CITY COUNCIL ..............................................................................................................10 EMPLOYEE UNIONS ..............................................................................................................................10 CITY EMPLOYEES .................................................................................................................................11 ADMINISTRATIVE SUPPORT...............................................................................................................11 OUTSIDE CONSULTANTS ....................................................................................................................11 AMENDING BY-LAWS .................................................................................................12 EXHIBIT A.......................................................................................................................13 1 1. ESTABLISHMENT AND PURPOSES OF THE TRUST 1.1 AUTHORIZATION. The City of Meridian adopted by a majority vote of the City Council at its regularly scheduled meeting of September 3, 2019, creating a City of Meridian Employee Benefits Plan Trust and approving the City of Meridian Employee Benefits Plan Trust Agreement (“Trust Agreement”), attached hereto as Exhibit A. The defined terms contained in these Bylaws have the same meaning as those same defined terms in the Trust Agreement. These Bylaws are created pursuant to section 3.17 of the Trust Agreement, which authorizes the Trustees to “promulgate such rules and regulations as may, in their discretion, be proper and necessary for the sound and efficient administration of the Trust.” The effective date of the Trust is January 1, 2020. 1.2 PURPOSES OF TRUST. The City of Meridian established a Benefits Plan (“Plan”) to provide for the payment of Eligible Expenses incurred by Plan Participants for certain services. The purposes of the Trust are: a. to receive, in advance, all contributions to the Plan, b. to hold, manage, invest and reinvest the Trust property and all income from the property, in accordance with the terms of this Trust, and c. to make distributions from the Trust Fund in such amounts and to such person or persons as the Plan Administrator shall direct to provide for the payment of (i) Covered Medical Expenses, (ii) Covered Dental Expenses, (iii) Covered Pharmacy Expenses (iv) Covered Vision Expenses incurred by Plan Participants. d. to be responsible for the Trust’s long-term financial stability; to make decisions within the confines of the budgeted funds, the law, and governing rules regarding such things as plan design, who are covered individuals, PEHP plan offerings, Wellness programs, and other health related programs. 2. TRUST MEMBERSHIP 2.1 TRUSTEE POSITIONS. The Health Insurance Trust is comprised of three to five voting members, primarily, but not limited to, Benefits Committee personnel. 2.2 TERM. All Trustees will serve until the Trustee’s death, incapacity, resignation, removal, or separation from City employment, whichever comes first. 2.3 RESIGNATION. A Trustee may resign from all further duty or responsibility upon giving (30) thirty days notice in writing to the Mayor and Chair or Vice-Chair or such shorter notice as the Mayor may accept as sufficient. The notice shall state a date when the Trustee’s resignation shall take effect. The resignation shall take 2 effect on the date specified in the notice unless a successor Trustee shall have been appointed at an earlier date, in which event the resignation shall take effect immediately upon the appointment of the successor Trustee. (Trust Agreement 3.5). 2.4 REMOVAL. A Trustee may be removed from office at any time by a majority vote of the City Council, notice of which shall be sent by registered or certified mail and which shall state a date when the removal shall take effect. (Trust Agreement 3.6). 2.5 SUCCESSOR TRUSTEE. In the event a Trustee is no longer able to act under the terms of this Trust Agreement, resigns, is removed or comes to the end of their term, a successor Trustee shall be appointed by the City Council. The Mayor, by signed written notice, shall transmit such appointments to the City Council for approval. Until the appointment of the successor Trustee, the remaining Trustees by majority vote shall have full power to act. 2.6 POWERS OF SUCCESSOR TRUSTEE. A successor Trustee shall become vested with all the property, rights, powers, and duties of a Trustee upon (i) appointment as a successor Trustee, and (ii) acceptance by such successor Trustee of the trusteesh ip in a writing filed with the Trustees. (Trust Agreement 3.9). 2.7 SUBCOMMITTEES. The Trust may determine that a subcommittee or subcommittees are necessary to effectively conduct the business of the Trust. The subcommittees shall be organized on an as needed basis and may be temporary or permanent. The role of the subcommittee is to study, review, and make recommendations to the full Trust concerning policy, issues, or situations before the Trust. 2.8 COMPENSATION OF TRUSTEES. The Trustees shall serve without compensation from the Trust for services rendered in such capacity, but all reasonable expenses specifically incurred in the performance of the Trustee’s duties pursuant to this Plan shall be paid out of Trust Funds. Trustees are governed by fiduciary duties as imposed by State law and any applicable Federal law while incurring expenses associated with their performance as Trustees pursuant to this Plan. 2.9 TRUSTEE LIABILITY. To the extent permitted by law, neither the Trustee nor any other person shall incur any personal liability for any acts or for failure to act within the scope and course of their duties as Trustees except for willful misconduct or willful breach of this Plan. 3 3. TRUSTEE RESPONSIBILITIES 3.1 TRUSTEE RESPONSIBILITIES. The Trustees (i) accept the trusteeship, and (ii) declare that they will receive and hold the Fund assets as Trustees under the Trust Agreement for the uses, purposes, and trusts set forth in the Trust Agreement. 3.2 VALIDITY OF CLAIMS. The Trustees, or any person or persons designated by them, may (i) pass upon the validity of claims for Benefits under the Plan, and (ii) in payment of valid claims in the amounts approved, authorize payments upon the Fund. The Trustees shall not be considered the agents of the Plan Administrator. 3.3 COLLECTION. The Trustees shall (i) require all Employer and Employee Contributions to be paid in advance and that they are deposited and disbursed from a Trust Fund(s) duly established under the irrevocable Trust Agreement; (ii) make any necessary refund or adjustments, and (iii) maintain such monies in a Trust Account in the Trust Fund’s name. In order to carry out the purposes of this Trust, the Trustees (i) shall specify the exact time and manner in which the payment of Contributions to the Fund are to be made, and (ii) shall be required to notify the contributing Employers and Employees in writing of these requirements. 3.4 EXPENSES, RESERVES, AND TAXES The Trustees shall: a. pay or provide for (i) the payment of all reasonable and necessary expenses of collecting the Employer and Employee Contributions and administering the affairs of the Trust and Fund, including all expenses which may be incurred in connection with the establishment of the Trust and Fund, (ii) the employment of administrative, legal, expert and clerical assistance, and (iii) the leasing of premises and the purchase or lease of the materials, supplies and equipment which the Trustees, in their discretion, find necessary or appropriate in the performance of their duties; b. establish the following reserves: (i) a reserve in amount as certified by a member of the American Academy of Actuaries as being necessary for payment of all claims against the trust fund for benefits, including both claims reported and not yet paid and claims incurred but not yet reported; (ii) if, under the Plan, periodic contributions to the Trust Fund have been paid in advance or are payable less frequently than monthly, there shall be a reserve for unearned contributions as computed pro rata on the basis of the unexpired portion of the period for which the contribution has been paid, and (iii) if future claims payments plus future costs of operation are greater than future contributions plus current reserves, there shall be a reserve in an amount equal to future claims payments plus future costs of operation, less future contributions, less current reserves; c. pay any federal, state or local tax which may be properly levied against the Fund or Benefits paid; d. establish and maintain in its Trust Fund surplus equal to at least (i) the equivalence of three (3) months of contributions for the current year plan; or, (ii) one 4 hundred ten percent (110%) of the difference between the total dollar aggregate stop -loss attachment point plus costs of operation and the total dollar expected contributions for the current plan year. Up to one-third of the surplus required by this Section 2.5(d) may be funded by a clean, irrevocable letter of credit, in a form acceptable to the Director of the Idaho Department of Insurance, issued in favor of the trust fund by a federally or state - chartered bank having a branch office in Idaho. Such irrevocable letter of credit cannot be guaranteed by pledge of any of the plan assets. The funding cannot be in the form of prepaid contributions or other loan or associated with an offsetting liability. 3.5 INVESTMENTS. All funds and assets received by the Trustees in accordance with this Trust Agreement shall be Trust Funds and shall be deposited by the Trustees in bank or banks that the Trustees designate for that purpose. All withdrawals, drafts, or checks of Trust Funds from such bank or banks shall be effective only upon the signature or countersignature of duly authorized Trustees. The Trustees may invest and reinvest any part of the Trust Fund not required for current expenditures; provided however, such investments shall be made and held in the name of the Trust Fund, and the interest and yield thereon shall inure to the account of the Trust Fund. No investment shall be made unless authorized in writing by the Trustee and so shown in the records of the Trust Fund. All investments shall be made in accordance with Idaho Code §41-4009. 3.6 TRUST POWERS. The Trustee has all powers provided by the Idaho Uniform Trustee’s Powers Act, as amended, and any other statute or rule of law. In addition, the Trustees may exercise all rights or privileges granted to them by provisions of the Plan and may agree to any alteration, modification or amendment of the Plan. The Trustees will notify the City Council of any and all alterations, modifications or amendment to the Plan. Persons dealing with the Trustees shall not be required to inquire into the authority of the Trustees with regard to any dealings in connection with the Plan. 3.7 INTERPRETATION OF TRUST AGREEMENT. The Trustees shall have the power to construe the provisions of the Trust Agreement. Any construction adopted by the Trustees in good faith consistent with the provisions of the Plan shall be binding upon the Employees, the Employer, the Plan Administrator and all others claiming by or through any of them by assignment, bequest or otherwise. 3.8 BOOKS AND RECORDS. The Trustees shall cause full and accurate records and accounts to be entered and maintained during all times of the existence of the Trust covering all financial transactions and affairs of the Trust Fund. Any audit of the Plan or Trust shall be completed independently of any other entity. Within ninety (90) days after close of a fiscal year of the Plan, the Trustee shall prepare an annual statement in writing summarizing the financial transactions of the Trust Fund for such fiscal year and the financial condition of the Trust at the end of such year in accordance with the requirements I.C. §§ 41-401, et al, and with generally accepted accounting principles. The statement shall be in a form acceptable to the Director of the Idaho Department of Insurance and include such information as prescribed by the Director. The financial information included therein shall be certified by the accountant who audited such information. The Trustee shall promptly deliver a copy of the statement to Employer and keep a copy thereof on file in 5 the business office from which the Plan is operated. Such statement shall be available for review by any Beneficiary at all reasonable times for a period of not less than three (3) years from the date of the statement. If the plan is managed by a third-party administrator, such statement shall be available at the administrative offices of the Employer. The Plan's annual statement shall be accompanied by the certified actuarial opinion described in I.C. § 41-4010. Such annual statement shall be prepared in accordance with actuarial standard of practice no. 28. The Plan shall require that the qualified actuary retain the actuarial work papers until the Department of Insurance has filed an examination report of the Plan covering the period of the actuarial opinion but no longer than seven (7) years from the date of such opinion. On or before expiration of such ninety (90) day period the Trustee shall file an original of the annual statement and certified actuarial opinion with the Director in a form prescribed by the Director. The Trustee shall pay a filing fee as necessary. The Trustee shall also file quarterly supplemental unaudited financial reports and other periodic supplemental unaudited financial reports in a form and at the times prescribed by the Director. 3.9 TRUST AUTHORIZATION. Any instrument in writing made by formal action of the Trustees, the Fund and the Trustees shall be bound by the signature of any two authorized Trustees. All persons, partnerships, corporations, associations, and the Plan Administrator may rely on the signature of the Trustees as duly authorizing the instrument in accordance with the Trust Agreement. 4. TRUST OFFICERS 4.1 CHAIR AND VICE-CHAIR ELECTIONS. The Trustees establish the positions of Chair and Vice-Chair. The Chair and Vice-Chair shall be elected by a majority vote of the Trustees. The Chair and Vice-Chair shall be elected at the first regular Trust meeting of the applicable year and shall assume the responsibilities of their positions at the meeting in which they are elected. 4.2 CHAIR RESPONSIBILITIES. The Chair is responsible for the following duties: a. Set the agenda for the quarterly trustee meetings. b. Preside over the monthly or scheduled trustee meetings. c. Announce the business before the trustees in the order in which it is to be acted upon. d. State and put to vote all questions which are regularly moved or necessarily arise in the course of proceedings and to announce the result of the vote. e. Enforce on all occasions the observance of order and decorum among the trustees. f. Decide all questions of order (subject to appeal to the committee by any two members) and to inform the trustees when necessary, or when referred to for the purpose, on a point of order or practice. 6 g. Authenticate, by signature, when necessary, all the acts, orders, and proceedings of the Trust and in general to represent and stand for the Trust declaring its will in all things obeying its commands. h. Ensure effective operation of the Trust and its committees in conformity with the highest standards of governance. i. Ensure effective communication with stakeholders, which include City Council, Mayor and employees, as well as other relevant constituencies and that the views of these groups are understood by the Trust. This includes presenting information to Council and other groups as needed. j. Set the agenda, style and tone of Trust discussions to promote constructive debate and effective decision making. k. Ensure all sub-committees are properly established, composed and operated. l. Prepare an annual report for the City Council. 4.3 VICE-CHAIR RESPONSIBILITIES. The Vice-Chair will perform the Chair’s responsibilities at the Chair’s request or absence. 4.4 CHAIR AND VICE-CHAIR TERMS. The Chair and Vice-Chair will serve two-year terms and will be selected by majority vote of the Trustees. The Chair and Vice- Chair can be removed from their respective positions by majority vote of the Trustees. Trustees can be appointed consecutively to an Officer position. 5. MEETINGS 5.1 REGULAR AND SPECIAL MEETINGS. The Trustees shall transact all business at official meetings of the Trustees. These may be either regular or special meetings, defined as follows: a. Regular Meeting – A regular Trustee meeting is the usual, official legal- action meeting, scheduled and held regularly. b. Special Meeting – A special Trustee meeting is an official legal-action meeting called between regular meetings to consider specifically identified topics. Every Trust meeting shall be open to the public except as provided for by Idaho law and shall be called to order by the Chair, or in the Chair’s absence, by the Vice-Chair. Trust meetings shall be posted in accordance with Idaho law. 5.2 MEETING DATES a. Regular Meetings. There shall be a regular meeting of the Trustees held on a quarterly basis. A regular meeting may be rescheduled or canceled by agreement of a majority of Trustees. b. Special Meetings. Any one Trustees may call a special meeting of the Trustees at any time, in person, by telephone or by e-mail, by giving at least forty-eight 7 (48) hours written or e-mailed notice of the time and place of the meeting to the remaining Trustees. The Trustees may conduct ministerial and administrative duties by voting via e- mail, without notice, but a record of such action must be made and stored, pursuant to applicable law. 5.3 TRUSTEE MEETING LOCATION The regular Trustee meeting will be held at Meridian City Hall or in another designated location. 5.4 EXECUTIVE SESSIONS. The Trustees may conduct executive sessions that are closed to the public after the following requirements have been followed: a. The Trustees have first been convened in an open meeting. b. The executive session is authorized by a roll call vote in open session. c. The executive session is authorized under the provisions of Idaho law. The Trustees shall reconvene the open meeting after an executive session prior to adjourning the meeting. 6. AGENDA PREPARATION AND FORMAT 6.1 AGENDA PREPARATION. a. Regular Meetings: The Chair is responsible for placing all items on the agenda of regular meetings. The Chair or Trustees, depending on the agenda item, are responsible for providing the back-up material for each agenda item and for bringing to the attention of the Chair items to be included on the agenda at future Trustee meetings. The agenda and accompanying supporting material shall be distributed to Trustees by 5:00 p.m. on the Friday prior to the scheduled Trustee meeting except in emergency or special situations. Copies of the agenda are available to the media, public and staff. b. Special Meetings. Whenever possible, the procedures for agenda preparation and dissemination used for regular meetings will be used for special meetings. c. These procedures may be altered by the Chair during an emergency or when compliance would be impractical. However, the Chair shall comply with all legal requirements when scheduling meetings and preparing the agenda. 6.2 AGENDA FORMAT. The Trustees shall follow the order of business set up by the agenda unless the order is altered at the discretion of the Chair. For regular Trustee meetings, the following format is used: 8 a. Call to order, roll call b. Approval of minutes c. Consent grouping d. Reports e. Action Items f. Discussion Items g. Public Participation h. Adjournment A notice of executive session and the need to reconvene to regular meeting will be included as necessary. The consent grouping on the agenda is used for those items which usually do not require discussion or explanation as to the reason for Trustee action. Any Trustee may require the withdrawal of any item under the consent grouping for independent consideration. Consent agenda items may be removed for discussion and debate by any Trustee by notifying the Chair twenty-four (24) hours before the regular Trustee meeting, or by a majority of the Trustees present at the meeting. 7. MEETING PROCEDURES 7.1 ORDERLY CONDUCT OF MEETINGS. The Chair is responsible for the orderly conduct of Trust meetings and shall rule on such matters as the time to be allowed for public discussion, the appropriateness of the subject being presented, and the suitability of the time for such a presentation. All such rulings are subject to review by the Trustees at a subsequent meeting, properly noticed, as long as the matter is included on the agenda. 7.2 QUORUM. A quorum is defined as at least three (3) Trustees. In the event that a quorum is not present within fifteen (15) minutes after the scheduled start time, the meeting may be canceled and another meeting may be scheduled with due and proper notices in accordance with these rules. 7.3 VOTING. Votes on all motions shall be by ayes and nays. No secret ballots shall be used. Each Trustee shall have one vote on all matters in any meeting of the Trustees. Any action taken by the Trustees shall be taken by the vote of not less than three (3) Trustees. Motions will be recorded accurately. If there is any ambiguity, the Chair will seek clarification of the motion. The Chair or any Trustee may call for a roll call vote. Unless such vote is called for, action may be taken by voice vote in which event, unless a Trust member expresses that he/she is abstaining from voting or voices a dissenting vote, members will be presumed to have voted for passage of the motion and their votes will be so recorded. 7.4 RULES OF ORDER. The Trustees prescribe rules for its meetings as follows: a. The Trust shall hold a regular quarterly meeting and may hold other meetings as often as called. The Trust may also cancel scheduled meetings. 9 b. Each action item shall require a motion, and all motions shall require seconding. c. The Chair may make or second motions, and may vote on all motions. d. A motion to adjourn is in order at any time. Such a motion shall require a second and a majority vote. No discussion is in order. e. A motion to table is in order at any time. Such a motion requires a second and is limited to being considered only once on any given agenda item. No discussion is in order. f. Rules of order may be subject to suspension only upon a majority vote of the members of the Trust present at a meeting. g. In matters of procedure not covered by law or policy, the Trustees shall be guided by Roberts’ Rules of Order. h. During Trustee meetings, Trustees will turn off or silence cell phones. i. Trust meetings will start and end on time. j. Trustees will arrive on time or notify the Chair if they will be late to a Trust meeting. k. Trustees will arrive prepared to conduct Trust business at Trust meetings. l. Trustees will avoid sidebars, will support Trust decisions, will treat each other as colleagues, and will assume good intentions. 7.5 MINUTES. Minutes shall be kept of all regular and special Trust ee meetings. Complete written minutes of each Trustee meeting are available for public review in Human Resources. The minutes for the most recent Trustee meeting will be available for review on the day that the agenda and supporting documentation is sent to Trustees in preparation for the next regularly scheduled Trustee meeting. The Trustees will take action at a subsequent meeting to amend and/or approve minutes. Minutes of regular or special meetings will be distributed to all Trustees prior to the next meeting. The Trust Secretary shall keep a written record of those Trustees present and those absent at all official Trustee meetings. The Trust Secretary shall also keep an official written record of all proceedings and actions of the Trust. The Trustees may vote to audio or video record minutes of any or all meetings. 7.6 PUBLIC PARTICIPATION AT TRUST MEETINGS. All regular and special meetings of the Trustees shall be open to the public. As part of each agenda, there will be an opportunity for public participation. The Trustees desire to hear viewpoints of City employees and consider the responsible presentation of these viewpoints vital to the efficient operation of the Trust. The Trust also recognizes its responsibility to conduct its business in an orderly and efficient manner. The Trust therefore establishes the following procedures: a. The Chair shall be responsible for recognizing speakers, maintaining proper order, and adherence to any time limit set. The Trustees may not discuss, consider or make decisions on any matter not on the agenda. However, questions asked by a public participant will be answered in writing within fifteen (15) working days if feasible by the 10 Chair or designee. Questions requiring investigation may take longer to respond to; however, the public participant will be notified of the delay. b. If considered necessary, the Chair shall set a time limit on the length of the comment period. The comments of each speaker shall be no more than three (3) minutes per topic unless the speaker requests additional time and unless the time limit is waived by the Chair. Trustees may ask for clarification or make comments in response to the speaker's remarks but shall not enter into deliberation or debate. Interruptions, defamatory remarks or other interference with the orderly conduct of Trustee business will not be permitted. The Chair shall terminate the speaker's privilege if, after being called to order, the improper conduct or remarks persist. c. Public participants shall not be recognized by the Chair while the Trustees conduct its official business. d. Individuals that want to address the Trust will sign up to do so at the beginning of each Trust meeting and will indicate the topic they will be addressing. 8. ROLES AND RESPONSIBILITIES Within the confines of applicable laws and City policies and regulations, the Trustees define their role and responsibilities with the following groups. 8.1 MAYOR AND CITY COUNCIL Within the confines of the law, the Council established the health insurance trust and appointed Trustees. Pursuant to the Trust Agreement, the Trustees serve at the pleasure of the Council. The City Council is responsible for deciding if the City offers its employees health insurance and health related benefits. Based on this decision, the Trustees make budget requests to the Council who has sole discretion in determining the Trust’s budget and appropriating approved budget amounts. Additionally, the Council decides premium allocation between the employer and employees. This decision may be made upon recommendation from a designated group or committee. Once budget funds are allocated, the Trustees are responsible for long term financial stability; for making decisions within the confines of the budgeted funds; the law, and governing rules regarding such things as plan design, who are covered individuals, PEHP plan offerings, Wellness programs, and other health related programs. 8.2 EMPLOYEE UNIONS. The Trustees are not a negotiating body and consequently do not negotiate with employee unions. The Trustees are responsible for overall premium establishment. Unions have the opportunity to give input regarding member’s health related needs and desires, plan design, coverage, offerings, etc. The Trustees consider union requests relating to plan design, coverage, offerings, etc. The Trustees serve as a source of information for the unions on health-related issues. 11 8.3 CITY EMPLOYEES. The Trustees have a fiduciary responsibility to maintain a financially sound Trust Fund. The Trustees will coordinate with the Benefits Committee as to plan design and benefits options. Trustees are responsible for communicating with employees the components of the Employee Benefits Plan and educating employees about health care options. The Trustees will use established communication processes or will create others as needed. The Trustees will encourage employees to use established communication processes. Employees are responsible for communicating their concerns and preferences for all health care related issues through appropriate groups such as WBT, EAC, and the Wellness Committee or through individual Trustees. 8.4 ADMINISTRATIVE SUPPORT. The Trustees provide direction to Human Resources related to Trust functions. The Trustees propose programs, costs, and budget, and are responsible for budget related to functions of the Trust. Human Resources is responsible for providing the following support to the Trust: secretarial support, subject matter expertise, liaison with consultants/contractors, providing financial reports, completing financial transactions, underwriting analysis with benefits consultant (evaluate numbers from the third-party administrator), regulatory compliance, administration of benefits, advising employees, liaison with State Department of Insurance. Trustees will prepare a budget for the Department of Finance to incorporate into the City’s overall budget. Trustees control and administer the Trust budget. The Trust/Trustees should be treated like a department in the budget process. 8.5 OUTSIDE CONSULTANTS. The term “Outside Consultants” is broadly defined to include the benefit consultant, third party administrator, actuary, external auditor, etc. Regarding the benefit consultant, they are responsible for: a. Plan Benchmarking b. Financial Analysis c. Renewal Analysis d. Assist with vendor relationships, as requested e. Assist with employee advocacy/problem resolution, as requested f. Contract reviews, as requested g. Attend Health Plan Trustee meetings, as requested h. Advise on legal compliance to include COBRA, HIPAA, Medicare, etc. i. Benefit Plan Consulting j. Employee Information Meetings k. Attending City Council Meetings 12 9. AMENDMENT. These Bylaws may be amended at any regular meeting of the Trustees by a majority vote of the voting membership of the Trust. The Chair shall report any amendments to the Bylaws to the Mayor and City Council. These Bylaws are adopted on this ____ day of ________, 20____ by the undersigned Trustees. INITIAL TRUSTEES: ____________________________________ William Lloyd Mossman Nary ____________________________________ Alexander Ronald Freitag ____________________________________ Eric Kent Strolberg ____________________________________ Christena Ann Barney 13 EXHIBIT A Trust Agreement See attached.