Township of East Whiteland, PA Article I Pension & OPEB Board

§ 32-1 Establishment and governance.

A. The pension and other post-employment benefit plans established by East Whiteland Township shall be administered by the East Whiteland Township Pension & OPEB Board of Trustees (the "Pension & OPEB Board").

B. The Pension & OPEB Board shall consist of five persons, one of whom may be a Supervisor of this Township, to be appointed by the Board of Supervisors by resolution. All members of the Pension & OPEB Board must be residents of East Whiteland Township. The terms of the initial members of the Pension & OPEB Board shall be as follows: one member's term shall expire on December 31, 2020, one member's term shall expire on December 31, 2021, one member's term shall expire on December 31, 2022, one member's term shall expire on December 31, 2023, and one member's term shall expire on December 31, 2024. Thereafter, each member of the Pension & OPEB Board shall be appointed for a five-year term by resolution of the Board of Supervisors. These terms shall be staggered so that only one term should expire each year.

C. The Board of Supervisors shall fill any vacancies that may occur among the Pension & OPEB Board members by resolution. Any such appointment shall be for the unexpired term caused by such vacancy.

D. The Pension & OPEB Board shall determine questions or facts arising under the plans, and make all recommendations to the Board of Supervisors required of it under the plans. Currently, plan investments are managed by outside, chartered professional investment advisors, with discretionary authority. Recommendations to the Board of Supervisors shall be made in good faith. Discretionary investment decisions and actions by such investment advisors shall be taken thereon in good faith and shall be final and conclusive. The Pension & OPEB Board may recommend to the Board of Supervisors to correct any defect or supply any omission or reconcile any inconsistency in such manner. The Pension & OPEB Board shall act uniformly with respect to matters coming before it.

E. The Pension & OPEB Board, through the Board of Supervisors, Township Manager and the Township Finance Director, shall secure fiduciary liability insurance and corporate trustee coverage with qualified financial institutions for the protection of the Board of Supervisors, the Pension & OPEB Board and Township employees.

F. The Pension & OPEB Board shall elect a Chairperson and Secretary. The Secretary shall keep or cause to be kept a full and permanent record of all meetings of the Pension & OPEB Board. Regular meetings of the Pension & OPEB Board shall be advertised and held once quarterly. Special meetings may be called by a majority of the Pension & OPEB Board. Meetings shall be held at the East Whiteland Township administration building, or at such other place within East Whiteland Township as the Pension & OPEB Board may designate. Action requires the concurrence of a majority of the Pension & OPEB Board in attendance at a properly convened meeting. A quorum consists of a simple majority of the Pension & OPEB Board. The Pension & OPEB Board shall serve without compensation. The Pension & OPEB Board shall make regular reports to the Board of Supervisors.

G. The Township Manager, acting on behalf of the Pension & OPEB Board and/or the Board of Supervisors, shall have the power to execute all documents necessary to carry out the actions of the Pension & OPEB Board (including in its capacity as trustees of the Township pension & OPEB funds) or Township Supervisors, and any person, partnership, corporation, government agency shall accept such documents over such signature or signatures as if executed by the Pension & OPEB Board or Board of Supervisors.

H. The Pension & OPEB Board and each individual member thereof shall be free of all liability for any act or omission except by willful misconduct or gross negligence, and the Pension & OPEB Board and each individual member thereof shall be fully indemnified by the Township against all judgments not involving findings of their respective personal or collective willful misconduct or gross negligence and against all costs, including attorneys' fees, incurred in defense of actions brought against them.

I. The Pension & OPEB Board may recommend such rules and regulations for the conduct of its business and for the administration of the plans as it may consider desirable, provided that the same shall not be in conflict with any of the provisions of any plan or this chapter.