R-1993-05 - Laserfiche WebLink

Browse Search

. . ,. ",01 .. ARTIClE ill Pool AdmiD1is~li'atioll"8 Section 3.01. The Board and the lByIaws (a) The business and affairs of the Pool shall be managed by the Board as governing body of the Pool and as part of the Program. The Board is hereby authorized and directed to adopt and maintain Bylaws that are consistent with the bylaws of the Program (the "Program Bylaws"), except with respect to any provision of the Program Bylaws which, if adopted as part of the Bylaws, would adversely affect the legal status of the Pool. (b) The Bylaws shall set forth, among other things, the procedures governing the selection of, and action taken by, the members of the Board, provided that each voting member of the Board shall be required to be an employee or elected official of a Participant The Participants shall be subject to the terms of the Bylaws. Section 3.02. Powers and Duties of the Board. (a) Subject to applicable law and the terms of this Agreement, the Board shall have full and complete power to take all actions, do all things and execute all insbuments as it deems necessary or desirable in order to carry out, promote or advance the investment objective, interests and purposes of the Pool to the same extent as if the Board was the sole and absolute owner of the Pool. (b) The Board shall adopt and maintain a Statement of Investment Policy, consistent with the general objective of the Pool, which shall provide more detailed guidelines for investment and management of Pool assets. The Board shall, subject to the terms of this Agreement, have the authority to amend any term or provision of the Statement of Investment Policy, provided that notice is sent to each Participant at least 60 days prior to the effective date of any change which, in the opinion of the Board, will have a material effect on the Participants' investment in the Pool. (c) The Board shall designate one or more Investment Officers for the Pool who shall be responsible for the investment of Pool assets, provided that no person who is an officer or employee of a regional planning commission, council of governments or similar regional planning agency created pursuant to Chapter 391 of the Local Government Code of the State shall be eligible to seIVe as an Investment Officer. (d) The Board shall prepare, or direct the preparation of, an Information Statement that describes how the Pool will operate in accordance with the terms of this Agreement and the Statement of Investment Policy. Subject to the terms of this Agreement and the Statement of Investment Policy, the Information Statement may be amended or supplemented, provided that notice is sent to each Participantatleast60 days prior to the effective date of any change described in such amendment or supplement which, in the opinion of the Board, will have a material effect on the Participant's investment in the Pool. (e) The Board shall, subject to the limitations established in the Statement of Investment Policy, have full and complete power and authority to appoint, or direct the appointment of, the following: a Custodian; one or more Advisers; an Investment Consultant; lawyers; accountants; and any other service providers deemed necessary or helpfurin the operation of the Pool. (1) The Board shall have full and complete power to use, or direct the use of, Pool assets for the following purposes: (1) incur and pay any expenses which, in its opinion, are necessary or incidental to or proper for carrying out any of the purposes of this Agreement; (2) reimburse others for the payment thereof; (3) pay appropriate compensation or fees to persons with whom the Pool has contracted or transacted business; provided, however, the aggregate amount of the foregoing fees and expenses shall be subject to and governed by any restrictions thereon established by the Board; and (4) charge a Participant's Accountfor any special fees or expenses related specifically to transactions in such Account '* 10 '*