Bylaws of the Kirtland Community College Retirement Plan Committee

Introduction

Kirtland Community College (the “Employer”) previously established the Kirtland Community College Retirement Plans (“Plans”) for the benefit of certain eligible employees.  Under the terms of the Plan, the Employer is listed as the Plan Sponsor.  The Employer wishes to appoint a committee (the “Committee”) to undertake the duties of the Plan’s day-to-day operations and oversight and monitoring of the selection and performance of the investment alternatives provided to Participants under the Plan pursuant to a written investment policy.

NOW, THEREFORE, the Employer hereby adopts the following Bylaws for the purpose of directing and guiding the Committee in the execution of its duties.  Capitalized terms used in the Bylaws that are not otherwise defined shall have the meaning given to them in the Plan.

Article 1. Name

The name of said committee shall be the Kirtland Community College Retirement Plan Committee.

Article 2. Form of Committee

1. Composition of Committee.  The Committee shall be comprised of at least three (3) members (“Committee Members”).  At least one Committee Members shall be a full-time Employee of the Employer.  If at any time a duly constituted Committee is not in existence, the Plan Sponsor will assume the powers, duties, and responsibilities of the Committee.
2. Compensation.  The Committee Members will serve without compensation for services as such, but the Employer will pay all expenses of the Committee, except to the extent the Plan properly pays for such reasonable administrative expenses.

Article 3. Purpose and Duties

1. Purpose.  The Committee shall serve in an advisory capacity to the Plan Sponsor in connection with the day-to-day administration of the Plan and the investment of the Plan’s funds.  Specifically, with the assistance of professional advisors, the Committee shall adopt an investment policy for the Plan (the “Investment Policy”) and shall develop systems and guidelines for implementing the Investment Policy.  The Committee shall regularly meet in order to evaluate the various investment options available to Participants under the Plan to ensure they comply with the guidelines outlined in the Investment Policy.
2. Obligation to Participants and Beneficiaries.  The Committee shall discharge its duties solely in the interest of Participants and Beneficiaries, with the care, skill, prudence and diligence under the circumstances then prevailing, that a prudent person, acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character with like aims.
3. Investment Duties.  The specific responsibilities of the Committee relating to the management of investment options under the Plan include, but are not limited to:       
   1. Analyzing and determining the various risk tolerance and investment horizons of generalized groups of Participants, and communicating such information to appropriate parties on a timely basis;
   2. Establishing and maintaining, in compliance with the Investment Policy, reasonable and consistent investment objectives, policies, and guidelines that will direct the selection and retention of various investment options under the Plan;
   3. Prudently and diligently selecting or recommending qualified investment professionals;
   4. Regularly evaluating the performance of investment professionals and the investment options, to assure adherence to Investment Policy guidelines and monitor investment objective progress;
   5. Developing and enacting proper control procedures, including but not limited to, recommending the replacement of investment professionals or investments due to fundamental changes in investment management process, or failure to comply with established guidelines; and
   6. To make any other determinations and undertake any other actions the Committee believes are necessary or appropriate for the management of the Plan investment options.
4. Day-to-day Duties.  The specific responsibilities of the Committee relating to the day-to-day management of the Plan include, but are not limited to,:
   1. Oversight of day-to-day Plan administration;
   2. Selection, approval, and oversight of third-party service providers;
   3. Review and resolution of benefit claims and appeals;
   4. Developing procedures for administration of the Plan; and
   5. Interpretation of Plan provisions.

Article 4. Membership

1. Appointments.  The Committee shall consist of at least three (3) Committee Members. Appointments to the Committee shall be made by the Employer.
2. Independent Financial Advisor.  An independent investment advisor may be selected by the Employer to assist and guide the Committee Members in their Committee duties.
3. Term of Service.  Committee Members shall be appointed for a two-year term of service.  By decision of the Employer, Committee Member terms may be staggered.
4. Vacancies.  A Committee Member position shall be deemed vacant when: (a) an appointee withdraws his/her application before attendance at the first regularly scheduled Committee meeting; (b) a Committee Member no longer continues to meet qualifications of appointment during the term of office; (c) a Committee Member voluntarily resigns prior to the expiration of an appointed term; or (d) a Committee Member is removed by the Employer.
5. Resignation.  A Committee Member may resign from the Committee by giving written notice to the Chairperson or to the Committee.  The notice shall specify an effective date of resignation, and whenever possible, should be submitted at least thirty (30) days prior to the effective date of resignation.
6. Removal.  A Committee Member may be removed from service on the Committee only by the Employer for good cause.  The Committee may recommend to the Employer that a Committee Member be removed for failure to participate in Committee activities or for activities or behavior that negatively impacts the Committee’s purpose.

Article 5. Restrictions and Limitations

1. Voluntary Disqualification.  A Committee Member shall disqualify himself or herself from participation in any discussion and/or vote on any matter in which s/he or a member of his/her immediate family has a financial interest or a personal interest which would affect independence of judgment or action in the performance of the Committee Member’s duties.
2. Unified Committee.  Committee Members may not speak on behalf of the Committee without the express permission of the Committee.
3. Investment Advice.  Committee Members shall not render investment advice to any Participant, Beneficiary, or other person in connection with the selection of various investment options under the Plan by Participants, Beneficiaries, or other persons.

Article 6. Meetings

1. Periodic Meetings.  The Committee shall meet periodically, and must meet at least annually.  The time, hour and place of these meetings shall be determined by a consensus of the Committee Members.  All meetings of the Committee shall be called, noticed, held, and conducted in accordance with their duties under these Bylaws and the Investment Policy Statement.
2. Special Meetings.  When deemed expedient, or at the request of the majority of the Committee Members, the Chairperson may call additional meetings to be held at such time and place as stated by the Chairperson.
3. Quorum.  At any meeting, a quorum shall consist of a majority of the appointed Committee Members.  No action item requiring the Committee’s vote shall be resolved in the absence of a quorum.
4. Majority Control.  The decision of a simple majority of the Committee Members of the Committee controls.  The vote on all questions coming before the Committee shall be by voice vote, raising of hands, or other effective method.
5. Minutes.  All votes cast shall be tallied and recorded in the meeting minutes.  Minutes of the meeting will be sent to the Committee members at least seven (7) days before the next meeting.
6. Authorization.  The Committee may authorize any one of the Committee Members to sign on its behalf any notices, directions, applications, certificates, consents, approvals, waivers, letters or other documents.  The Committee must evidence this authority by an instrument signed by all Committee Members and filed with the Plan Administrator.
7. Meeting Attendance.  Committee Members are expected to attend all regular meetings in so far as practicable.  Meetings may be excused with prior written notice, in the discretion of the Chairperson or a majority of the Committee Members.  Repeated failure to attend Committee meetings or to perform the duties described herein may be grounds for removal of the Committee Member from the Committee.

Article 7. Officers

1. Term.  Officers shall serve terms of one year.
2. Required Officers.  The officers of the Committee shall consist of a Chairperson and Vice Chairperson, elected by the Committee Members.  The Committee shall have the discretion to select other officers as necessary.
3. Chairperson.  The Chairperson shall: (a) preside at all regular and special Committee meetings; (b) formulate the agenda with input from Committee Members; (c) oversee the Committee’s actions; (d) serve as the spokesperson for the Committee; and (e) perform such other duties as required and approved by the Committee.
4. Vice-Chairperson.  The Vice-Chairperson shall: (a) assist the Chairperson in fulfilling his/her duties; (b) serve as the Chairperson in the Chairperson’s absence; (c) chair subcommittees on the special subjects as designated by the Committee; (d) ensure that all Committee activities adhere to the Committee’s Bylaws; and (e) perform other such duties as required and approved by the Committee.
5. Officer Resignation.  A Committee officer may resign from office by giving written notice to the Committee.  The notice shall specify an effective date of resignation, and whenever possible, should be submitted at least thirty (30) days prior to the effective date of resignation.
6. Officer Vacancy.  In the event the Chairperson is unable to fulfill his/her duties or resigns in the middle of a term, the Vice-Chairperson automatically assumes the duties of Chairperson until elections for office are held.  In the event of a vacancy in any other officer position, the Committee shall elect a Committee Member to fill the unexpired term.

Article 8. Recruitment, Appointment, and Confirmation of Committee Members

1. Selection of Committee Members.  The Employer shall select individuals to serve on the Committee who demonstrate commitment to fulfilling the Committee’s duties. 
2. Investment/Market Knowledge.  Potential Committee Members should be evaluated for Committee membership based on the level of their knowledge of various types of investments, and preference should be given to applicants who demonstrate strong working knowledge of characteristics of a variety of investments as well as general financial market knowledge.
3. Duties upon Appointment.  Immediately upon appointment to the Committee, an appointed Committee Member assumes membership duties and may vote on all Committee decisions.

Article 9. Executive Subcommittees

From time to time, the Chairperson may appoint Executive Subcommittees to investigate, research and consider questions before the Committee.  Executive Subcommittee meetings shall be open meetings to which all Committee Members are invited.  The executive Subcommittee shall meet as needed to facilitate the direction and completion of Committee business.

Article 10. Finances

1. Restrictions.  The Committee shall neither receive funds nor make disbursement of its own authority.
2. Payment of Expenses.  The Employer will pay all expenses of the Committee, except to the extent the Trust properly pays for such reasonable administrative expenses.  Secretarial, mailing, telephone and other minimal support services essential to the work of the Committee will be provided by the Employer in the same manner as any other Plan expense.

Article 11. Investment Policy Statement

The Committee shall act at all times in conformity with the Investment Policy Statement adopted for the Plan.  The Investment Policy Statement shall reflect the investment policy, objectives, and constraints of the Plan.  The Investment Policy Statement is intended to assist the Committee and the Plan Administrator in making decisions relating to the type and number of investment options provided to Participants in a prudent manner.  The Investment Policy Statement shall outline the underlying philosophies and processes for the selection, monitoring, and evaluation of the investment options utilized by the Plan.  The Committee will review the Investment Policy Statement to ensure that the Investment Policy Statement continues to provide the appropriate methods of carrying out the Plan’s objectives as a participant-directed investment plan.

Article 12. No Responsibility for Others

Except as required by law, the Committee shall have no responsibility or obligation under the Plan to Participants or Beneficiaries for any act (unless the Committee also serves in such capacities) required of the Employer or the Trustee or of any other service provider to the Plan.  The Committee is not responsible to collect any required Plan contribution or to determine the correctness or deductibility of any Employer contribution.  The Committee is not responsible for the acts of other fiduciaries where that fiduciary function has been delegated.  The Committee, in exercising its duties, is entitled to, but is not required to rely upon, information that a Participant, Beneficiary, Trustee, Employer, a Plan service provider or representatives thereof provide to the Committee, provided such action or inaction is taken in good faith and in conformity with the duties and obligations as described herein.

Article 13. Amendments

Only by Employer.  These Bylaws may be amended or modified, in whole or in part, from time to time only at the discretion of the Employer.