Retirement Plan for CTA Employees
and
Retiree Health Care Trust
As Amended and Effective November 19, 2015

Bylaws of Board of Trustees of the Retirement Plan for Chicago Transit Authority Employees

Article I

Purpose

These By-Laws have been adopted and are maintained as amended by the Board of Trustees (the "Board") of the Retirement Plan for Chicago Transit Authority Employees (the "Retirement Plan") in order to enable the Board to perform its responsibilities. These By-Laws are subject to the provisions of the Retirement Plan and if in conflict with said provisions, the Retirement Plan provisions shall govern.

Article II

Trustees

Pursuant to 40 ILCS 5/22-101(b), there shall be eleven Trustees. Each entity authorized to appoint a Trustee or Trustees may appoint an equal number of Alternate Trustees, any one of whom is a proper alternate for any of the Trustees appointed by that entity. An individual designated as an Alternate Trustee must meet the same qualification requirements to be a Trustee as the Trustee or Trustees for whom the individual is designated as an Alternate Trustee.

Article III

Meetings

  1. Regular Meeting.  The Board shall meet on the fourth Thursday of each month at 9:30 a.m., or on such other date as the Board may determine, at a room in the City of Chicago selected by the Executive Director. The agenda of the regular meeting shall be distributed to the Trustees and the Alternate Trustees at least five (5) business days prior to the meeting.
  2. Special Meetings.  Written or printed notice stating the place, day and hour of any special meeting of the Board shall be delivered, either personally or by email, to each Trustee and to each Alternate Trustee at least forty-eight (48) hours before the date of such meeting, called by or at the direction of the Chairman or the Chairman's designee, or any five Trustees calling the meeting. The purpose or purposes for which any special meeting is called shall be stated in the notice.
  3. Manner of Acting.  In voting upon any matters before the Board, each Trustee may cast one vote provided however that an Alternate Trustee attending for an absent Trustee may vote in the absence of the Trustee for whom the Alternate is attending. At all regular and special meetings of the Board, Roberts Rules of Order will be followed. All Board meetings shall be scheduled, held, and conducted in accordance with the Illinois Open Meetings Act.
  4. Quorum.  A quorum of the Board requires the physical presence of at least six (6) Trustees. For purposes of these Bylaws, the term "present" for or at a meeting (open or closed/executive sessions) shall mean that a Trustee is physically present at the location of the meeting. Other Trustees who are not physically present at an open or closed/executive session may participate in the meeting by other means (i.e. video or audio conference) under the following circumstances:
    1. If a quorum of the Trustees is physically present, a majority of the Trustees may allow a Trustee to attend the meeting by video or audio conference if that Trustee is prevented from physically attending because of:
      1. Personal illness or disability; or
      2. Employment purposes; or
      3. Family or other emergency.
    2. If a Trustee wishes to attend a meeting by video or audio conference, that Trustee shall notify the Executive Director or Chairman of such intended participation before the meeting unless advance notice is impracticable.

Article IV

Successor Trustees

  1. Appointment of Successors.  In the event any Trustee shall die, resign, become incapacitated or otherwise incapable of acting, or become disqualified, a successor Trustee shall be designated as soon as possible by the entity that had appointed the Trustee and the appointing entity shall notify the remaining Trustees in writing of the identity of the successor Trustee. In addition, any entity which appointed a Trustee may choose to replace that Trustee with a successor Trustee, in which case the Trustee shall be replaced by the successor Trustee as of the effective date of the appointment as reflected in the written notification of appointment provided to the remaining Trustees (but in no event earlier than the date of delivery of the notification).
  2. Vesting Powers in Successor.  Each successor Trustee and Alternate Trustee must subscribe to the oath of office, at which time the successor Trustee or Alternate Trustee shall assume the rights, privileges, authority and obligations of the office.

Article V

Committees

  1. Appointment of Committees.  The Chairman of the Board, with the confirmation of a majority of the Trustees voting, may designate and appoint a Committee or Committees consisting of three or more Trustees and each Committee, to the extent provided in such appointment, shall have and exercise the authority of the Board on the matters which are referred to said Committee for resolution, provided however that any such Committee shall not have the authority of the Board in reference to (1) amending, altering or repealing the By-Laws; (2) electing, appointing or removing any member of the Board or any officer of the Board; (3) directing the investment or authorizing the sale, lease, exchange or mortgage of any of the assets of the Retirement Plan; or (4) amending, altering or repealing any resolution of the Board. The designation and appointment of any Committee and the delegation thereto of authority shall not operate to relieve the Board, or any Trustee, of any responsibility imposed upon it or him by law.
  2. Standing Committees.  The following committees of the Board shall be established and maintained as Standing Committees and shall consider and make recommendations to the Board on the subjects hereby assigned to the Standing Committees:
    • General Administration Committee:  All matters relating to the approval of retirement applications, the payment of benefits and refunds, the determination of employees' rights under the Retirement Plan and other such matters generally associated with the administration of the Retirement Plan.
    • Finance and Investment Committee:  All matters relating to the investment policy of the Retirement Plan and the selection of investment managers, the review and evaluation of the investment proposals, investment results, financial statements and auditors' reports, and other such matters generally associated with the investment of the assets of the Retirement Plan and financial reporting with respect thereto. The Finance and Investment Committee shall be a five-member Committee.

    The Chairman of the Board, with the confirmation of a majority of the Trustees voting, shall make such appointments of Trustees to the Standing Committees as the Chairman shall determine and shall appoint a Chairman and a Vice Chairman of each Committee. The term of office for the members of each Standing Committee shall be for the period of time corresponding to the term of office of the Chairman of the Board at the time of appointment of the members of the Committee. Each member of a Standing Committee shall hold office until his successor shall have been duly appointed, provided that any member of a Standing Committee may be removed by a vote of the Board at any meeting of the Board whenever in its best judgment the best interests of the Retirement Plan would be served thereby.

    The Standing Committees shall meet on such dates, and at such times and places as the Chairman of each Standing Committee, or such Chairman's designee, shall from time to time determine. Standing Committee meetings shall be open to all Trustees and Alternate Trustees.

    All committee meetings shall be scheduled, held and conducted in accordance with the Illinois Open Meetings Act.

Article VI

Officers

  1. Officers.  The officers of the Board shall be a Chairman, Vice Chairman, and such other officers as may be elected in accordance with the provisions of these By-Laws. The Board may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board.
  2. Election and Term of Office.  The Chairman and Vice Chairman of the Board shall be elected by the Board each two years commencing in 1981 at the January Meeting of the Board. The persons who hold the offices of Chairman and Vice Chairman shall alternate between the Authority representatives and the labor representatives on the Board. When the Chairman is a labor representative, the Vice Chairman shall be an Authority representative; and when the Chairman is an Authority representative, the Vice Chairman shall be a labor representative. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected.
  3. Removal.  Any officer elected or appointed by the Board may be removed by a vote of the Board at any meeting of the Board whenever in its judgment the best interests of the Retirement Plan would be served thereby.
  4. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board from the Trustees eligible to serve as that officer at any meeting thereof for the unexpired portion of the term.
  5. Chairman of the Board.  The Chairman of the Board shall: (a) preside at all meetings of the Board; (b) make appointments of Committee members, with the confirmation of a majority of the Trustees voting; (c) direct and coordinate the work of the Board; and (d) perform such duties as the Board may from time to time determine.
  6. Vice Chairman of the Board.  In the absence or inability to act of the Chairman of the Board, the Vice Chairman shall perform the duties of the Chairman.
  7. Chairman Pro Tem.  In the absence of the Chairman and Vice Chairman of the Board at a meeting of the Board; the Board shall elect a Chairman Pro Tem who shall preside at the Board Meeting.
  8. Executive Director.  The Board shall retain an Executive Director to serve at the pleasure of the Board, on such terms as the Board may decide, to act upon all routine matters in connection with the administration of the Plan and to assist the officers and Trustees in their duties. The Executive Director shall be an employee of the Board, and shall not be a member of the Board. All persons, firms and entities performing services for the Board and the Retirement Plan shall report to the Executive Director who shall then report to and be responsible to the Board.

Article VII

Contracts, Checks, Deposits and Funds

  1. Contracts.  The Chairman of the Board, with the confirmation of a majority of the Trustees voting, may authorize any officer or officers, the Executive Director, or other designees, in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Board, and such authority may be general or confined to specific instances.
  2. Checks, Drafts, etc.  All checks, drafts, or orders for the payment of money, notes or other evidence of indebtedness, issued in the name of the Board, shall be signed by such officer or officers, or other designees of the Board and in such manner as shall from time to time be designated by the Chairman of the Board, with the confirmation of a majority of the Trustees voting. In the absence of such designation by the Chairman, such instruments shall be signed by the Chairman or by the Executive Director.
  3. Deposits.  All funds of the Retirement Plan shall be deposited from time to time to the credit of the Retirement Plan in such banks, trust companies or other depositories as the Board may select.

Article VIII

Books and Records

The Board shall keep true and accurate books of account and records of all its transactions, which shall be open to the inspection of each of the Trustees at all times and which shall be audited at least once a year by a certified public accountant selected by the Board. Such audits, books and records shall be available during normal business hours for inspection by the Authority, the Unions, the Regional Transportation Authority and the Auditor General.

Article IX

Severability of Provisions

If any provision or provisions of the Plan, Trust or Bylaws shall be held to be invalid, illegal or unenforceable for any reason whatsoever (i) the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible, the remaining provisions shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

Article X

Construction and Interpretation

The words and provisions of these Bylaws are to be interpreted and construed in accordance with the laws of the State of Illinois. No provision of these Bylaws, the Plan, or the Trust Agreement may be interpreted or construed in a manner inconsistent with the laws of the State of Illinois.

Article XI

Titles

All titles used in the Bylaws are for purposes of identification only and shall have no bearing on the meaning, construction, or interpretation of the provision or Article to which it refers.

Article XII

Amendments to By-Laws

These By-Laws may be altered, amended or repealed and new By-Laws adopted by the Board, provided notice of the proposed alteration, amendment, repeal, or adoption be contained in the notice of any regular or special meeting at which such action is taken, and provided further that no such alteration, amendment, repeal or adoption shall in any way conflict with the provisions of the Retirement Plan.

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