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HomeMy WebLinkAboutSeptember 29, 1997 Work SessionCITY OF COLUMBIA HEIGHTS 590 40TH AVENUE N.E., COLUMBIA HEIGHTS, MN 55421-3878 (612) 782-2800 TDD 782-2806 ADMINISTRATION NOTICE OF COUNCIL WORK SESSION Mayor Joseph Sturdevant Councilmembers Donald G. Jolly Meg Jones Gary L. Peterson Robert fi': Ruettbnann City Manager Walt Fehst Notice is hereby given that a Council Work Session is to be held in the CITY OF COLUMBIA HEIGHTS as follows: Meeting of' CITY COUNCIL, CITY MANAGER AND CITY STAFF Date of Meeting: MONDAY, SEPTEMBER-~-'--ff997 Time of Meeting: 7:00 P.M. Location of Meeting: CITY HALL CONFERENCE ROOM Purpose of Meeting: COUNCIL WORK SESSION AGENDA 1. Interview qf Consulting Engineering Firms Regarding Storm Sewer Improvements Bonestroo, Rosene, Anderlik & Associates Orr-Schelen-Mayeron & Associates, Inc. Rieke Carroll Muller Associates, Inc. Short Elliot Hendrickson, Inc. 7:00 p.m. 7:20 p.m. 7:40 p.m. 8:00 p.m. 2. Review of Proposed New Bl,-Laws .for Cohnnbia Heights Fire Department Relief Association, Vohmteer Division Krista Kay Boston, Legal Counsel 8:30 p.m. The City of Columbia Heights does not discriminate on the basis of disability in the admission or access to, or treatment or employment in, its services, programs, or activities. Upon request, accommodation will be provided to allow individuals with disabilities to participate in all City of Columbia Heights' services, programs, and activities. Atociliary aids for handicapped persons are available upon request when the request is made at least 96 hours in advance. Please call the City Council Secretary at 782-2800, Extension 209, To make arrangements. (TDD/782-2806 for deaf on139 THE CITY Of COLUMBIA HEIGHTS DOES NOT DISCRIMINATE ON THE BASIS OF DISABILITY IN EMPLOYMENT OR THE PROVISION O~ SERVICES EQUAL OPPORTUNITY EMPloYer ..... Sep-24-97 08:16A Krista Kay Boston 7~ 11 Rotmn~';,ood Bay Woodb~y, MN 55125 I:qqone 012-578~9785 Fax: 612-578.-3069 612 578 3069 max To: Bi~ El~e Fmrm Krista Boston Fax: 612-7B2-21~01 Date: Sept--22, 1997 P~ Pag~: 3 ~: By~ ~: Rick and ! talked. ! hope that this is what you are looking for. Please feel free to call if not. ! am available this morning for the next half hour. Sepl;ember 22. 1997 Mr. William Etrite City of Columbia Heights 590 40* Ave. N E. Columbia Hei ,ghts, MN 5542 [-3878 Dear Mr Elrite I received calls regarding the bylaws thai were drafted for the Columbia Heights Fire Relief Association from yourself, Mr. PAck Lange and a ciBt council member. 1 discussed these messages with 1Lick over the weekend and understand that there are trustees that have expressed interest in a redlined copy of the changes that were made to the Columbia Heights Fire Ret[et' Association bylaws Based on my earlier discussions with Rick, we surmi~d that it would be cost-prohibitive to the association, however, it can be done, if In short, I suggest several changes to the bylaws based on the following: The current state of relict~ association law under blinnesota Statutes. In this ca,~e, ] updated the bylaws based on changes in the statute since these bylaws were originally drafted ' · Fede~'ai law', · The artict~s of incorporation of the relief association; and · The conversion to defined contribution being taken into account in all ofthese conic×ts. The original bylaws were well written and 1 maintained many of the original provision.~ The am~otated set that was sent, includes footnotes that explain some of the more controversial changes and hopefully provide you the guidance you need to discern v~ahether you would tike to keep the change t did include a "first dr~fl" a~motation ~n the bylaws, so il is important tBr the trustees to look through them and ensure that they have captured the intent of the Krista Wi[tiara Elrilc $~picmber 22. t997 Kay Boston 612 578 3069 P.03 : :, ~., :..:: ,~:'i'.i';:;;~:,-~;~-:¢~:~:~;:~:::~: membership and tmslees, before the3' are adopted. Please feel free to contact me if you have any questions. I can be reached at (612) 578- 9785. I will be available on Tuesday and Friday of this week for consultation,, otherwise out of town. Sit~cerety, Attorney at [.aw Columbia Heights Volunteer Fire Division Relief Volunteer Division FirSt Draft - Restated Bylaws (Annotated) [Insert date effective] Article I - Name and £ocation Section 1. Name. The name of this organization shall be the Columbia Heights Fire Department Relief Volunteer Division, Volunteer Division. Section 2. Location. Its principal office shall be located at 555 Mill Street Northeast, Columbia Heights, Minnesota, 55421. Section 3. Alternative. Other offices for the transaction of business shall be designated at such places as the Board of Examiners may from time to time determine. Article ~1- Purpose Section 1. Purpose. This instrument constitutes the Bylaws of the Columbia Heights Fire Department Relief Volunteer Division Volunteer Division, hereinafter referred to as "Volunteer Division". 1 adopted for the purpose of regulating and managing the internal affairs of the corporation and shall serve as the written pension plan for the relief Volunteer Division. The "Volunteer Division" is a governmental entity that receives and manages public money to provide retirement benefits for individuals providing the governmental services of firefighting. The objectives of the plan shall be to provide service pensions and ancillary benefits to members and dependants of the Volunteer Division of the Columbia Heights Municipal Fire Department, hereinafter "Fire Department". These bylaws and federal and state laws shall govern all benefits issued by this Volunteer Division.2 Article III- General Definitions3 Whenever used in these bylaws, the following terms shall have the respective meanings set forth below, unless the context clearly requires otherwise, and when the clef'reed meaning is intended, the term is capitalized. Section 1. Surviving spouse. The term "surviving spouse" means any person who was the dependent spouse of a deceased active member or retired former member living with the member at the time of 1 The special law refers to the "Volunteer Division." 2 This language is adapted from state statute. The reference to relief Volunteer Divisions being governmental entities is necessary to ensure that if the IRS were to audit you, then it would be clear to the auditor that the relief Volunteer Division is operating as a governmental plan for purposes of ERISA, the Employee Retirement Income Security Act. Governmental plans have fewer regulatory requirements; therefore, it is in the Volunteer Division's interest to qualify as a governmental plan. 3 Add the following definitions section to the bylaws. This section provides clarification as to how words are defined in the context of an article contained within a provision. Generally, if the bylaws give a definition to the word, then there is much more guidance to work with, as the board is interpreting the bylaws. However, be careful not to use definitions that are in conflict with state statutes. 2 the death of the active member or retired former member for at least one year prior to the date on which the member terminated active service and membership.4 Section 2. Fiduciary responsibility. In the discharge of their respective duties, the officers and trustees shall be held to the standard of care enumerated in Minn. Stat. § 1 lA.09. In addition, the trustees must act in accordance with Minn. Stat. § 356A. No trustee of the Volunteer Division shall cause the relief Volunteer Division to engage in a transaction, if the fiduciary knows or should know that a transaction constitutes one of the following direct or indirect transactions: (1) sale or exchange or leasing of any real property between the relief Volunteer Division and a board member; (2) lending of money or other extension of credit between the relief Volunteer Division and a board member or member of the relief Volunteer Division; (3) furnishing of goods, services, or facilities between the relief Volunteer Division and a board member; or (4) transfer to a board member, or use by or for the benefit of a board member, of any assets of the relief Volunteer Division. Transfer of assets does not mean the payment of relief Volunteer Division benefits or administrative expenses permitted by law.5 Section 3. Beneficiary. Any person or estate entitled under this plan to receive a benefit upon the death of a participant. Section 4. Board of Trustees. The Board of Trustees of the Volunteer Division as specified under Minn. Stat. §424A.04. There shall be three ex-officio members. The three ex officio trustees shall be the mayor, the city administrator, and the chief of the municipal fire department. Section 5. Breaks in Service. A minimum period of six consecutive months in which a member does not meet the minimum service requirements as stated in the Fire Department rules and regulations. A member shall not receive a contribution to his or her account for any year in which a break in service occurs. A break in service does not include an approved leave of absence, pursuant to these bylaws or state law. Section 6. Forfeiture. Shall be defined as follows: (1) A member who resigns or retires from the Fire Department and has a vested service pension shall forfeit his or her right to any forfeitable, non vested share of the pension. On January 1 of the year after the' member has retired, the member's forfeited share shall be distributed among the active members pursuant to Minn. Stat. §424A.02, Subd.4. If 4 This definition is taken directly from state statutes. I fmd that reference to statutes in the bylaws sometimes helps members, city ccnm~ members, attorneys or other members of the public understand statutczy limitations much easier as they are reading through your bylaws. Therefore, I recommend that you reference the statute when you are able to give the reader guidance. 5 This language is taken directly from state statute. such member should rejoin the fire department, the member shall not have a right to the forfeited portion. (2) A member who retires from the Fire Department, who has not met the minimum active service requirements to receive a defined contribution lump sum service pension, shall forfeit his or her account balance, as long as the member does not rejoin the fire department within five years of the date on which the member retired. If the member rejoins within the above-mentioned period, the member's account shall be reinstated. If the member does not rejoin within the above-mentioned period, the member's forfeited share shall be distributed among the active members pursuant to Minn. Stat. §424A.04.6 Section 6. Service Year. For purposes of computing benefits or service pensions payable, a year of service shall be defined as a period of 12 complete months of active service, which need not be consecutive, on the Fire Department. No volunteer shall be given credit for a year of service unless that volunteer shall have completed an entire and complete year as an active volunteer member in good standing with the Fire Department. No volunteer shall be give credit for service during any periods of disability, medical leave, suspensions or approved leaves of absence. No portions or parts of years may be considered in determining the length of semice for purposes of determining eligibility for benefits or amounts of benefits.7 Section 7. Active service. The active performance of fire suppression duties or the supervision of fire suppression duties. The performance of suppression or supervision of fire suppression duties includes meeting the requirements established by and articulated in the roles and regulations of the Fire Department. Section 8. Trustees. The individuals designated as such by Minn. Stat. §424A.04 and by virtue of elected office, those that qualify as the ex-officio trustee. Section 9. Domestic Relations Order. Any judgment, decree or order (including approval of a property settlement agreement) that complies with the provisions of Minn. Stat. 518.58, 518.581, or 518.611. Section 10. Account. The record of the amounts credited to an individual under the plan, including amounts transferred from the defined benefit pension plan, plus contributions, forfeitures and investment income allocated under the plan. Section 11. Accounting date. December 31. Section 12. Contribution. The additions to the special fund from fire state aid and/or municipal contribution. 6 Most of my clients usually request this section. This is generally required by statute and gives some clarification as to how to handle forfeiture. This allows you to limit a member receiving his or her forfeited interest if he or she returns after five years have past. 7 1 have taken Section 4 of Article VI and included it here in the definitions section. I rewrote it slightly. Note that the law now allows you to take into account pro rated years of service based on months. The last sentence may not be necessary. 4 Section 13. Former member. Any firefighter who shall cease to meet the requirements of active service as established by the fire department. Section 14. Active Member. Any firefighter who meets the requirements for active service as established by the fire department and these bylaws. Section 15. Inactive Member. A person who was a member of the Association and of the Fire Department who has terminated from the Fire Department, and who has not completed the requirements for retirement from the Fire Department. Section 16. Deferred Member. A person who i,q a meml~er of the Association and who has terminated from the Fire Department and who has completed at least 10 years of service and who has met the requirements for retirement and who has not reached the age of 50. Section 17. Disabled Member. A member who has retired from the Fire Department because of a disability and has met all of the requirements to be eligible for a disability pension and who has not yet received his pension info. Secticm-t-5. Section 18. Plan Year. The twelve month period commencing on January 1 and ending December 31. Article IV- Membership and Meetings Section 1. Membership. Members of the Volunteer Division shall be persons who are not regularly entered on the full time payroll of the fire department of the city, but who regularly comply with such rules as may be prescribed by the Public Safety Director rrfor Fire Chief of the City upon delegation by the City Council to such Public Safety Director or Fire Chief of the right to prescribe rules for service by volunteers with the Fire Department of the City, and who by reason of their status as such volunteers are engaged in hazards of fire fighting. No person shall be a member of the Volunteer Division who is not a "member in good standing" as defined by the City Council, which may in its discretion set written standards, upon recommendation of the Fire Chief, by which to determine whether a volunteer is a "member in good standing." Section 2. Leave of absence. A member who is granted a leave of absence from the Fire Department shall automatically be granted a leave of absence from the Volunteer Division. The member shall not lose any service credit for the year in which the leave of absence occurred. However, upon a leave of absence of more than six months, the member shall not receive credit for a full year of active service for that year and subsequent years of absence. Such member, upon returning to the performance of suppression duties, shall recommence membership in the Volunteer Division and adjustments shall be made to the total service credit of the member for subsequent full years of active service.8 Section 3. Meetings. The annual meetings of the members of the volunteer division shall be or, the fJ a,~ .... p - ' ' T"esday o ,ma ,a o.~J .ih. al ¢~a~li .yum at uic lc[l~,t~,i~.~, ulll~..c us. tiic v Uiuiitcci ~--~iviSiOii. in the first quarter of each year at a time and place determined by the Board of Examiners with a ten (10) day notice to the volunteers. 8 The six months is used as an option here. This provision works in conjunction with the Break in Service Provision in the definitions section. 5 Section 4. Special Meetings. Special meetings of the members of the Volunteer Division shall be called by the City of Columbia Heights City Manager no later than fifteen days subsequent to the date the City Manager receives a written request for such meetings including the agenda for such meeting and setting the time, date and place for such meeting, signed by at least twenty percent of the membership of such division. Meetings of the Volunteer Division membership shall be held at the place designated in the written request for the meeting but in any case shall be held either at the Columbia Heights Fire Department or at the City Council Chambers. Section 5. Vote. At every meeting of the members of the Volunteer Division, each member shall be entitled to one vote for or against each proposal, which may'properly come before the members at such meeting. Voting by proxy is not permitted. All votes, unless specified prior to the vote, shall be conducted by a voice vote. If a majority cannot be determined by voice vote, the Officer in charge of the vote shall ask for a show of hands.9 Section 6. Preside. The President of the Board of Examiners shall preside at all meetings. The Vice President shall preside in his absence. Section 7. Quorum. A quorum for the transaction of business at any regular or special meeting shall consist of a majority of the members of the Volunteer Division. Article V- Board of Examiners Section 1. Membership. The Board of Examiners shall be composed ofs/x five members. The five members shall be members of the Volunteer Division who shall be elected at the annual meeting of the Volunteer Division. hi amsu-,y u, x :,os The tl,,e~,,~,,,~,~ iecelv thc ................ ,,,~,~,~,; hip shall elect at the annual meeting ~ee membem of ~e Bo~d of Ex--ers ~ ~d numbered cflendm yems ~d two membem of the Bo~d of Ex~ners ~ even number~ c~end~ ye~s. ~ie sX~h,,~,,o~, ............ m ........................... ~ .................................. enty Volu,[c~ Di~islo~i. Section 2. Re,ar M~tings. Re~ mee~gs of~e Bo~d of Exme~ sh~ be held on the second Monday of Ap~ July ~d October of e~h ye~, or o~er day in ~e month ~ best detemin~ by ~e Board of Exminem. Section 3. Sp~ m~tings ~ membem of ~e roister dillon. The membe~ of the Bo~d of Exme~ sh~ ~end ~ m~gs of ~e Vohn~r Di~ion membe~p. F~lure to attend ~y two properly noticed Vohnteer Di~ion gener~ membe~p speci~ meet~gs or ~y two Bo~d of Ex~er meet~gs, or a comb~on of ~o of either meet~gs, ~ one ye~ sha~ be cause for removal ~ a member of the Bo~d of Exme~. 9 You may want to add the last few sentences to clarify voting procedures at meetings of the membership. 6 Section 4. Special Meeting with the Board of Trustees of the Volunteer Division. Special meetings between the Board of Examiners and the Board of Trustees of the Volunteer Division shall be held in the Columbia Heights City Council chambers and may be called at any time by the Board of Examiners, upon written request of at least thirty percent of the members of such Division or upon written request of the President of the Board of T-t'am'ees Examiners. A request shall be delivered to the Columbia Heights City Manager and shall include the agenda for the meeting and the time and date of the meeting. It shall be the duty of the City Manager to give all active and active retired members of the Volunteer Division, members of the Board of Trustees and ex officio members of the Board of Trustees forty-eight hours written notice of the special mee .ting. Each active and retired member of the Volunteer Division shall have the duty to keep the City Manager informed in writing of his current mailing address. The notice shall include the agenda for the meeting and the time and date of the meeting. No business shall be transacted at any special meeting except business stated in the notice. Notices mailed by U.S. mail to the last known address of each active and retired Volunteer Division member and to each member of the Volunteer Division Board of Trustees including ex officio members shall be sufficient to satisfy the requirements of this section provided the notices are posted no later than the fifth day prior to the meeting, not including Sundays or holidays. A special meeting between the Board of Trustees and the Board of Examiners of the Volunteer Division shall be called no later than fifteen days subsequent to the date the City Manager receives written request for such meeting including the agenda for the meeting and the date and time of the meeting. Section 5. Duties. The Board of Examiners shall be the representative of the Volunteer Division members at any meeting with the Volunteer Division Board of Trustees. Members of the Board of Examiners shah act as advisors to the Board of Trustees, but shall not have a vote in any matters coming before the Board. Section 6. Officers. The members of the Board of Examiners shall elect amongst their members a President, Vice President, Secretary and Treasurer. The President shall be the presiding officer at all meetings and shall be the ceremonial head of the Columbia Heights Fire Department Relief Association, Volunteer Division. The Vice President shall serve as president in the President's absence. The Secretary shall record the minutes of the annual and special meetings of the members of the Volunteer Division and the meetings of the Board of Examiners. The Treasurer shall be the official representative of the Board of Examiners in all matters involving the General Fund. Section 7. Vacancies. Vacancies in the Board the Examiners may be filled for the unexpired terms by the remaining Examiners at any regular or special Examiners' meeting, or by a special meeting of the Volunteer Division duly called as provided herein. Section 8. Quorum. A quorum for the transaction of business at any regular or special meeting of the Examiners shall consist of a majority of the members of the Board. Article VI- Board of Trustees Section 1. Members. The governing body of the Columbia Heights Fire Department Relief Association, Volunteer Division shall consist of a Board of Trustees composed of the members of the Columbia Heights City Council. The City Manager, Clerk-treasurer, Chief of the Fire Department and the Public Safety Director of the City shall be ex officio members of the Board of Trustees. The ex officio members shall not vote, nor shall they regulate the management or affairs of the Division except as provided herein. The Board of Trustees of the Volunteer Division shall have the exclusive control and management of all affairs, property, and funds of the Volunteer Division from whatever source received for the benefit of the Volunteer Division special fund and shall have authority to carry out the objects and purposes of the Volunteer Division as set forth. Section 2. Duties. In addition to all duties and powers herein above given to the Board of Trustees, said Board of Trustees shall have the following duties and powers: To designate a bank to act as a depository, drawer, and disbursement agent of and for the special funds of the Volunteer Division; To designate a Bank Trustee as provided in Article IV hereof; To designate an auditor or accountant, or both, to examine the books of account of the Volunteer Division, including all books relating to the special funds of the Volunteer Division, as said examinations are required by the State of Minnesota, or City of Columbia Heights, to maintain or obtain all funds necessary to accomplish the goals of the Volunteer Division. Section 3. Investment Agent. The City Clerk-treasurer and City Finance Director may, in the discretion of the Board of Trustees, be appointed the sole investment agent of the Volunteer Division special fund or may be appointed agent or agents jointly with other individuals or corporations. Section 4. Investigation of Claims. The Board of Trustees of the Volunteer Division shall investigate and act upon all applications for disability and service pensions and all other claims for relief by or on behalf of members of the Division or their beneficiaries. The Board of Trustees of the Volunteer Division shall select a competent physician who shall advice the Board in its investigations. The physician shall not have a vote on the board. Section 5. President. The Mayor of the City of Columbia Heights shall be designated the President of the Volunteer Division's Board of Trustees and shall preside at all meetings of the Board, provided, that in the Mayor's absence, the members of the City Council who are present shall elect one council member as temporary presiding officer. The Mayor shall have general supervision over the Volunteer Division and its affairs. Section 6. Treasurer. The City Treasurer or Finance Director shall from time to time collect from the City of Columbia Heights and the County of Anoka all funds derived from taxes levied by the City for the Benefit of the Special Fund of the Division and the interest from the investment itself. The City Treasurer shall also collect from the State of Mimaesota, all funds and interest thereon derived from levies imposed and collected .....o~ ,~ $;,,i~ ~,j, ............. ~,,~ l~,,~ ~,~ d,, ........ , ~,~u,,~,~ Division on .................................... Stat v~,,~,,,,, ,~,,~,~[~u ~,,..,,,~ u,~ coq~oca~e ,.,~-~., ,,~ [~,~ ,~,[~.,,, from the e of Minnesota, all state aid funds received from the tax on insurance premiums collected purs!mnt to Minn. Stat. t}69.021, subd. 5. The treasurer shaLl further receive and collect ail funds derived from private sources 10 This isn't the way that state aid is calculated. It is calculated based on population and market value of property. The full pot is comprised of a tax on fire insurance premiums, but it isn't "limited" to the premiums in the city of Columbia Heights rather it is limited by the population and market value of the fire service area of the fire department. You could replace this sentence with" ... collect from the State of Minnesota, ail state, aid funds received from the tax on insurance premiums collected pursuant to Minn. Stat. §69.021, Subd. 5." specifically for the benefit of the Volunteer Division special fund. Such funds shall be transmitted to the Division's Board of Trustees for investment. The City Treasurer shall prepare and sign, with the approval of the Volunteer Division's Board of Trustees, all reports or other documents required by the City of Columbia Heights, or the State of Minnesota, or both, which are necessary to obtain and maintain all funds necessary to administer the benefits as provided hereunder. All money received by the City Treasurer from all sources shall be kept in the Volunteer Divisions Special Fund unless the monies are otherwise specifically designated. Otherwise proper sources of funds are to be deposited in the general fund, in which case the Treasurer shall take all steps necessary to deposit said funds in the general fund of the Columbia Heights Fire Department Volunteer Division. Section 7. Procedure. The Board of Trustees shall be governed by the procedural rules contained in the Charter of the City of Columbia Heights and the City Code of 1977, as amended from time to time. Article V#- Funds Section 1. Special Fund. The Account in the special fund for the benefit of members of the Columbia Heights Fire Department Relief Association who are volunteers shall be continued and shall be designated the Columbia Heights Fire Departmen't Relief Association Volunteer Division special fund. Monies and property shall be added to and disbursed from the special fund as provided by law. The special fund of the Volunteer Division shall be separate and distinct from the Columbia Heights Fire Department Relief Association Paid Division Special Fund. When every member of the Volunteer Division is deceased, the funds of such Division shall become a trust fund managed for the benefit of the beneficiaries of such fund. In the event the City Council shall abolish the volunteer branch of its Fire Department, any surplus remaining in the account of the special fund of the Volunteer Division after discharging all obligations to all members and other beneficiaries of the Volunteer Division shall be paid into the general treasury of the City of Columbia Heights. Section 2. General Fund. Any and all money received from other sources and interest thereon, shall be deposited in the General Fund, and may be expended for any purpose deemed proper by both the Paid Division and the Volunteer Division. The Board of Examiners of the Volunteer Division shall have the sole determination as to the vote or votes that all members of the Volunteer Division may have for any proposed expenditure of the funds in the General Fund. Section 3. Disbursements and Approvals. All disbursements of payments from the special fund for the payment of benefits hereunder shall be approved and authorized by majority vote of the Board of Trustees at a regular or special meeting held for that purpose. Section 4. Deposits. All monies belonging to the Volunteer Division special fund shall be deposited to the credit of the Volunteer Division special fund h~ such banks, trust companies, or other deposits as the Board of Trustees of the Volunteer Division may designate. 9 Article VIII- Defined Contribution Lump Sum Benefits Volunt~= --" .... "-' August 2~,, ~ Section 1. Type of Benefit. The exclusive pension provided by the Volunteer Division is a "deEmed contribution lump sum service pension" as defined in Minnesota Statutes, Section 424A.02, subdivision 4. Section 2. Service Pensions. Any volunteer fire fighter as defined in Laws of Minnesota for 1977 Chapter 374, State Statute 39, who (1) has attained the age of fifty years, and (2) has served ten or more years as a volunteer firefighter guidt-,J'"' ,,,~ ...............,~u,~,.,,,,o~,u,,~,,~ to ,-,~,~,,,~ ,.,, ,~,~ · shall be eligible to receive a lump payment, at the time of .'~ or her retirement. The pension payment shall be paid to the member pursuant to Article XY[I - Timing and Modes of Distribution. [Section 2: Move old section 2 to new ancillary benefits section.] Section 3. Applications and purposes of pension provisions. The provisions of this article apply to individuals who are members of the Volunteer Division and members of the Fire Department on or after [insert date of enactment of bylaws]. An individual shall not be considered a member of the Volunteer Division after receiving a lump sum distribution of his deemed benefit pension benefits from the Volunteer Division, unless the individual returns to active fire fighting and accrues an additional benefit under these provisions. Effective [insert date of enactment of bylaws], the pension benefits provided by the Volunteer Division are converted from a defined benefit form to a deemed contribution form. The conversion is contingent upon the Volunteer Division's continued eligibility to share in allocations of fire state aid under Chapter 69 of Minnesota Statutes. If the State Department of Revenue or a court of competent jurisdiction determines that these amendments do not qualify for state aid, a service pension shall be provided for under the terms of the bylaws as they existed immediately prior to this amendment. [Move old section 3 to new ancillary benefits Art~cle.] Section 4. Eligibility to share in contributions. An individual shall be eligible to share in the contributions and forfeitures, ff any, for the plan year only ff the individual is credited with at least one month of service during the Plan Year and either (a) is a member on December 31, 1997 of that Plan Year or (b) terminated membership during the Plan Year for reasons other than death or disability. (Contributions for the Plan Year 1997 shall not be allocated on behalf of individuals who terminated membership with the Association and the Department prior to [date of enactment of the bylaws.] Section 5. Allocation of Contributions. Allocation Rule. Contributions to be made to the special fund and forfeitures, ff any, for a Plan Year shall be allocated among the individuals entitled to share in the contributions for such Plan Year under section 4, in the ratio that the months of service credited during such Plan year for each such individual bears to the Months of Service credited during such Plan Year for all such individuals. (For the 1997 Plan Year, all months of service credited to eligible members who are active on or after [date of enactment of bylaws] shall be counted, including those prior to [date of enactment of bylaws]. 11 These dates were irregular in the original set of bylaws. Is this correct? Or is this supposed to apply to members who retire after August 28, 19897 I0 Time of Making Allocations and Time of Funding. Allocations under sub-section (a) shall be made as of each December 31, after each Account has been adjusted for gains or losses. The calculation of each Member's share of the Association's fiscal year and receipt by the Association of the audited financial report prepared by the Secretary and the Treasurer for that year. The Treasurer shall submit to the Trustees for approval that amount to be credited to each member's account. Make-up contributions for omitted members. If, after the contribution for a Plan Year has been made and allocated, it should appear that, through oversight or a mistake of fact of law, a Member (or individual who should have been a member) who was entitled to share in such contribution received no allocation or received an allocation which was less than he should have received, the Trustees may, at their election, and in lieu of reallocating the prior contribution, make a special make-up con~bufion out of unallocated earnings for the Account of such member in an amount adequate to provide for him the same contribution for each Month of Service as would have been allocated to his Account if such oversight or mistake had not been made. Unallocated earnings include any income of the Special Fund earned since the preceding accounting date that has not yet been credited to the Member's account pursuant to Section 7 (a). Section 6. Establishing the Individual Membe~r's Accounts. Transfer Accounts. The initial allocation to the Accounts of Members identified in Section 1 of this article shall be determined by dividing the total value of the special fund as of December 31, 1997, (reduced by any reasonable expense reserve determined by the Trustees) by the months of service as of December 31, 1997, shall equal the Member's account pursuant to Section 7 (a) Annual Reports. A member shall be entitled to inspect his or her account balance and transactions in the member's account by giving reasonable notice to the Treasurer, of the request. At least annually, (no later than the First Monday in April), the Treasurer will provide each member with a written report of the member's account balance and vesting level as of the most recent accounting date and any account transactions (such as distributions), contributions and forfeitures) during the prior Plan Year. Section 7. Periodic Adjustment of Accounts mad Forfeitures Annual Adjustments. As of each accounting date, the account of each member, former member and beneficiary shall be revalued. As of each accounting date, the trustees shall value the assets of the special fund at their fair market value and determine the net investment gain or loss of such assets since the preceding accounting date. In determining the net investment gain or loss (1) the accrual basis of accounting shall be used (unrealized appreciation or depreciation shall be taken into account), and (2) contributions to the special fund and payments or distributions from the special fund to provide benefits for members, former members and beneficiaries shall not be considered as gains or losses of the special fund. After the close of the plan year, the net investment gain or loss for said Plan Year shall be credited or debited, as of the accounting date for such Plan Year, to the respective accounts containing such assets and which are existing on said accounting date in proportion to the value of each such account on the preceding accounting date, but reduced by forfeitures or II distributions from said account made during the plan year. Accounts of former members, which are 0% vested, shall be disregarded in allocating net investment gain or loss. The value of each account, as adjusted by the preceding provisions of this section, increased by contributions and forfeitures allocated to such account and reduced by distributions or forfeitures from such account for that Plan Year, shall be the value of said account on the accounting date for the plan year. Adjustment on direction. A valuation of the special fund shall be made as of any other date specified by the Trustees, and this date shall be considered an accounting date. Forfeited individual account. If a member terminates membership with the Volunteer Division and the fire department prior to meeting the service requirement for receipt of a 100% vested pension benefit, as described in Article XlV - Early Vesting, and has not returned to active service with the association within a period of five years, then that member's non- vested account shall be forfeited and reallocated pursuant to section 5 as of the accounting date for the Plan Year in which the five-year period ends.12 See Rcsolufiofi No. 36-74, Article X- Investments Section 1. Prudent Person Standard. Trustees shall discharge their duties in good faith and with that diligence and care which an ordinarily prudent person would exercise under similar circumstances. Section 2. Investment Duties of Board. It shall be the duty of the Board of Trustees to prepare modes and plans for the safe and profitable investment of the unappropriated funds of the Volunteer Division and whenever investments are made, to investigate and pass upon the securities offered and to attend to the drawing and execution of necessary papers. The Board of Trustees shall order an audit of the books and accounts of the Secretary and the Treasurer annually, according to law, and shall submit a written report of the condition of the Volunteer Division to the members at the annual meeting. The investment of the funds of the Volunteer Division shall be in the exclusive control of the Board of Trustees, in conformance with state statutes, the bylaws, and the investment policy attached hereto. The Board of Trustees shall meet with the Investment Committee. The members of the Board shall act as Trustees with a fiduciary obligation to the State of Minnesota, to the City of Columbia Heights and the members of the Volunteer Division. 12 Obviously, sections 4-7 are significant changes. The monthly pension benefit is deleted and the defined contribution pension applies to all active members going forward. 13 Will there be a reason to insert an additional article related to any buyouts prior to the conversion? It could go here. 12 Section 3. Investment Committee. The Board of Trustees may designate two or more Board of Examiner members and two or more Board of Trustee members to sit on an investment committee. The treasurer, the president and an ex-officio member shall sit on the committee. The investment committee shall investigate and make recommendations to the board of suitable investments for Volunteer Division funds among those permitted by Statute, the bylaws and the investment policy attached hereto.14 Section 4. Broker's Statement. The board of trustees shall comply with Minnesota Statutes §356A.06, Subd. 8b that requires the Volunteer Division to provide annually to any brokers, a written statement of investment restrictions pursuant to statute or th~ investment policy that apply to the sPecial fund. Upon receipt of the written statement of investment restrictions, each broker handling investments of the Volunteer Division shall acknowledge, in writing annually the receipt of the investment restrictions. The acknowledgment shall contain a statement of the broker's agreement to handle the Volunteer Division's investments pursuant to the written restrictions. 15 Section 5. Continuing Education Plan. The board of trustees shall develop and periodically revise a plan for continuing education for all members and officers of the board of trustees in order to ensure that trustees keep abreast of their fiduciary responsibilities. New trustees shall be require to complete twelve (12) hours of continuing education in the trustee's first year of office. Thereafter, trustees shall comply with the board's plan for continuing education. 16 14 This is an optional committee. However, I recommend it since the Volunteer Division now needs to have a written investment policy in place under state statute. Such a committee can update the policy and keep informed about investments. 15 During the 1995 legislative session, the legislature passed a law requiring relief Volunteer Division trustees to ensure that brokers and investment managers be informed about the restrictions on investment of public pension funds. Although these are requirements regardless of inclusion in the bylaws, I find that trustees are assisted when these types of provisions are included in the bylaws because it reminds them of the requirements that must be complied with. Although not required I would include a provision in the bylaws noting this requirement to continuously remind the officers and any brokers or managers of the requirement. 16 This provision is optional. Note that the statute requires the board to maintain a plan for continuing education. Members who are not considered experts in administration of public pension plans are required to get continuing education. 13 Article XI - Application for benefits Section 1. Form. AIl applications for benefits shall be made in writing on forms supplied by or satisfactorily to, the Columbia Heights City Manager. The City Manager shall forthwith deliver all applications to the Board of Trustees. The Board of Trustees shall convene a special meeting of the Board of Trustees to make a determination on all applications. All determinations of the Board of Trustees shall be made within thirty days after the application was submitted to the City Manager except when a longer period of time is necessary to receive medical evidence in disability cases. No benefits or pensions shall be paid until the application therefore has been approved by a majority vote of the Board of Trustees. Decisions of the Board shall be final. Section 2. Content. Applications shall be verified under oath by the applicant and shall state, in addition to any other information required by the City Manager, the following: The age of the applicant, or member, or both; The period of service and anticipated date of retirement from the fire department of the City of Columbia Heights, Minnesota; The length of time the applicant or member, or both, has been a member of the Volunteer Division or its predecessors, including dates in membership of the Columbia Heights Fire Department Relief Associations; Such other and further information the Board of Trustees may require Section 3. Notice of intent to retire. It shall be the duty of each member who intends to retire and request a service pension from the Volunteer Division, to file a notice of intent to retire. Such notice shall be in writing and shall be fried with the Secretary not less than 6-xmmths 60 days prior to the date of retirement and submission of application for service pension. Upon receipt of a notice of intent to retire, the Secretary shall provide any notices to the applicant as required by state or federal law with respect to pension or benefit payments. 17 Section 4. Approval of Applications. It shall be the duty of the board to approve applications for service pensions if the applicant meets all of the eligibility requirements set forth in these bylaws. If shall also be the duty of the board not to approve the application if any of the eligibility requirements are not met. If an application is not approved, the board shall return the application to the applicant within 30 days, noting thereon, with particularity, which requirements the applicant does not meet. Thereafter, the applicant shall be furnished with the opportunity to appeal the decision pursuant to Article XVI - Procedure for Review. Article XI! - Ancillary Benefits Section 1. Survivor's Benefits. 17This language can be added to require that a member give the board notice. 14 Subd. A. Active Volunteers. Upon receipt of the information in subdivision C, and a copy of the death certificate of an active volunteer firefighter as defined in Laws of Minnesota, Chapter 374, State Statute 39, the surviving spouse and if them is no surviving spouse, the surviving child or children and if there are no surviving children, the estate, shall be eligible to receive payment of the entire account balance of the deceased member. The payment shall represent the account balance as of December 31, of the year in which the death occurred. The survivor benefit payment may be made according to Article xm - Timing and modes of distribution. 18 Subd. B. Terminated vested volunteers. If a prior member of the Volunteer Division is (1) inactive (no longer a volunteer fire fighter in good standing) at the time of the volunteer's death and (2) who has served ten or more years as a volunteer 15xefighter prior to the volunteer's death, and (3) who dies before reaching the age of fifty year years, the surviving spouse, surviving children or the estate if there are no survivors, is eligible to receive a death benefit in lieu of the member's retirement that shall be paid to the beneficiary ............... d-i'striba'edote:- within three months after the date of death. Only the vested portion of the account shall be distributed. Subd. C. Notice. The surviving spouse, surviving children or estate, if there are no survivors eligible for survivors benefits under this section may, within sixty days after the date of the volunteer's death in the case of an active volunteer under Section lA or w/u~,s umty uay~ mtci uic uatc wile//thc deceased ............. '- ' - '"' .................... case ~,t a ~.ttt~,..t~u ¥c~[.,~ Ymm,[~-~t diider and Section lB, serve upon the City Manager, as ex officio member of the Board of Trustees, a notice of election to receive the payment according to Timing Article xm- and modes of distribution. ~-~,,~"-"' "' The Board of Trustees shall within ten days of receiving notice of the volunteer's death, mail notice of the right to elect a payment method under Article xm - Timing and modes of distribution. The notice shall be sent to the beneficiary at an address designated by the volunteer in writing and fred by the volunteer with the City Manager as ex officio member of the Board of Trustees. Subd. D. Payments due. Payments pursuant to Sections lA and lB hereunder shall be due within sixty days from the date the Board of Trustees is notified of the death. §eciioii ......... d~,e ....... si,,~y .............. il,= Bo,~d -"To.stees .................... ........................ deceased ......... ~oe .................................. have tcavhed th, age,~ ..... t~[y y~a~-s. Notification shall include a certified copy of the deceased volunteer's death certificate. 18 State law requires survivor benefits to be paid to surviving spouses and if none, to the surviving children. The law says nothing about payments to the estate. See Minn. Stat. 424A.05, Subd 3. Funeral benefits can, however, be paid to the estate if there is no surviving spouse. I have tried to craft something that complies with the law, however, be aware that the current use of beneficiary forms was really not in compliance. A firefighter cannot sign away a survivor's right to the benefit. 19 1 am curious as to why you would wait until they would have turned 50? I suppose it makes sense for purposes of a monthly plan, but with a defined contribution plan, you may want to consider paying it out right away. 20 This seems harsh. 15 Suuu. E. ~,,~sgna~cu t,,~laty. Subd.'-F E. Limitations [move to new section on limitations on benefits.] Section 2. Total Disability. A member who is permanently disabled from being an active in the Fire Department may be eligible for a disability benefit in lieu of retirement. Upon approval of the Board of Trustees pursuant to this section the disability benefits will apply: A member who is permanently disabled with a total disability that arises out of or in the course of his duties as volunteer firefighter; sustains a total disability which does not arise out of or in the course of his as a volunteer firefighter and has served at least ten years as a volunteer firefighter in the service Columbia Heights, and is an active member in good standing at the commencement of such disability22 shall be eligible to collect a disability benefit in an amount equal to his or her account balance based on valuation of the account on December 31 of the year in which the debilitating injury occurs or the sickness is diagnosed. The member shall be eligible to receive the disability benefit within 30 days of the date of approval of the Board of Trustees. 1. Limitation. Any such disability benefit paid in accordance with this section shall be in lieu of all rights to further service pension and survivor's benefit. 2. Benefit disqualification. No benefits shall be paid under this Section if the disability is directly or indirectly, wholly or partly as a result of: self-inflicted injury or suicide, while sane or insane; or The commission or the attempted commission of an assault or crime by the individual. Disability def'med: Disability is defined as the inability to engage in performance of his/her duties as a firefighter by reason of a medically determinable physical or psychological impairment that is certified by a physician, surgeon or chiropractor acceptable to the board of trustees, which can be expected to last for a continuous period of not less than twelve months or can be expected to result in death.23 Reports Required. No member shall be paid disability benefits except upon the written report of a physician, surgeon or chiropractor of the member's choice. This report shall set forth the diagnosis and prognosis of the disability, disease or injury of the member. Each such report shall be filed with the Volunteer Division. 21 This section really isn't needed, as I don't sec how the law allows a designated beneficiary other than those included in the statute. 22 Rick: this is what I called you about. Your articles of incorporation don't allow this so I suggest that you amend them to allow payment for these kind of benefits or remove them from the bylaws. I am sending along an articles amendment form for you. 23 The old bylaws used 30 days as the "test" for a disability. That may be a little short. 16 o Procedure. Written application shall be made to the Board of Trustees setting out the nature and cause of such disability. All applications for disability benefits shall be made within 30 days after such applicant has ceased to be an active member of the fn'e department. The application shall be under oath by the member or his or her immediate family. The Board of Trustees shall attempt to meet within fifteen days after receipt of the application for disability benefits by the City Manager and shall act upon the application as soon as is expedient. The application shall be tabled until the next meeting so that a physician, surgeon or chiropractor of the member's choice may examine the applicant. The physician or chiropractor shall submit a written opinion concerning the diagnosis and prognosis of the applicant's disability and its · probable duration of permanence. The Board of Trustees has the discretion to rextuest that another doctor, selected by the board, examine the applicant as a condition precedent to being considered for payment of disability. Final determination of disability will be based on the reports of at least one doctor and by a 2/3-majority vote of a quorum of the Board of Trustees present at the subsequent Volunteer Division meeting. Proof of disability. An applicant shall not be considered under a disability unless the member furnishes adequate proof of the existence thereof. An applicant's statement as to pain or other symptoms will not alone be conclusive evidence of disability as defined in this section. In determining whether or not a firefighter is disabled, the Board of Trustees shall consider the Typical Duties Performed by a fzre fighter as promulgated by the Fire Chief in the Rules and Regulations of the Fire Department handbook. Grievance Procedure. If the applicant for disability benefits feels the he/she has been aggrieved by any action of Board, the member shall, within sixty (60) days from notice of such action of the Board, file written objections and the reasons thereof with the Board and shall be allowed to appeal the determination pursuant to the review procedure in these bylaws.24 24 Relief Volunteer Divisions have the authority to pay temporary or permanent disability benefits to members. Minn. Stat. §424A.05, Subd. 3, (2). This statutory provision requires that a relief Volunteer Division specifically state that it provides disability benefits in the bylaws, in order for the Volunteer Division to have the authority to pay such benefits. The statute is unclear on the extent of the coverage of these types of benefits. Currently, some relief Volunteer Divisions do pay disability benefits for injuries or illnesses that do not arise out of services perforated in the line of duty. The bylaws of the Fire Department Relief Volunteer Division currently allow payment for disabilities incurred outside the line of duty. I have maintained the same definition. I have also added some language. The definition section is different but incorporates the old 17 Payment. No benefits shall be paid under this section for any disability prior to thirty days before the application for benefits is served upon the City Manager. Payments of benefits under this section shall be made only during such time, as the volunteer is totally disabled. No benefits shall be paid under this section for any disability period during which the disabled member is actually performing services for the Columbia Heights Fire Department. Article Xlll- Timing and Modes of Distribution Section 1: Because of the varying circumstances in each member's retirement planning, optional benefit payment methods are offered. Selection should occur after consultation with a tax consultant, insurance and/or estate planner, or an attorney. Alternate payment methods on the Application Form shall include: (1) A single Lump sum check payment payable to the eligible retiree. (2) Lump Sum payment by the Volunteer Division to a recognized insurance carder licensed to do business in this state and approved for this product by the Commerce Commissioner under Minn. Stat. § 60A.40. (3) Installment payments as governed by Article XIII (4) Rollover to an IRA account pursuant to Article XII.25 Section 2: Upon written request from the retiring member who has given proper notice of retirement, the Secretary or Treasurer shall directly transfer the service pension amount into an Individual Retirement Account under Section 408(a) of the Internal Revenue Code, as amended. Section 3: A member may elect installment payments as follows: (1) The election of installment payments shall be irrevocable and shall be made by the retired member in writing on a form supplied by and fried with the Secretary of the Relief Volunteer Division no later than thirty days prior to the commencement of payment of the service pension, q~e installments shall be paid in equal annual installments, not to exceed three consecutive years. (2) If the retired member who elected an installment plan dies before all installments are paid, then the remaining unpaid at the time of death shall be paid to the member's surviving spouse, if any, and if there is no surviving spouse, to the surviving child or children, if any, and if no child or children survive, to the estate of such deceased member. definition, as well. 25 The board and membership need to decide if it would like to offer annuities of installment payments, as these are optional forms of payment. 18 (3) The payment of each installment shall include interest actually earned by the Relief Volunteer Division but not to exceed 5%. The interest shall be compounded annually on the reserve supporting the remaining installments, computed from the date the previous installment was made to the date of payment for the current installment payment.26 Article XIV - Early Vesting Provision In the event a member with five ten years or more but less than twenty years of active service on the Fire Department resigns or otherwise becomes a nonmember, that person shall be entitled to the following benefits that represents the nonforfeitab!e portion of: Completed Years of Service Nonforfeitable Percentage of Account Balance 10 ,*0 60 percent 11 4-0 64 percent 12 .5-2 68 percent 13 5-8 72 percent 14 (:~ 76 percent 15 ~10 80 percent 16 96 84 percent 17 8-2 88 percent 18 88 92 percent 19 94:96 percent 20 and thereafter 100 percent27 26 This is required under statute. 27 This language incorporates the old ten-year vesting schedule. This could be changed to incorporate the statutory schedule, which begins with 60 percent at year ten. The fund doesn't really take a loss anymore with a change in the vesting schedule. Whereas, under the old monthly plan, the fund would financial benefit with a lower percentage vesting schedule. Again, the Volunteer Division does not have to allow this; I offer it only as an example. Currently, the plan offers ten- year vesting that is substantially reduced in comparison to state statute. I.e. ten year vesting starts at 40%. 19 Article XV - Deferred Pension Status Section 1. Interest provided. If a member has attained the age of 50 years, and retires from the fn'e department and is otherwise eligible for the pension benefit, but has not taken a lump sum payment, the balance of that member's account will be credited with earned interest at the rate permitted by Minn. Stat. 424A.02, Sub& 7 which provides that: 1 ) Interest will be paid on the lump sum amount deferred. 2) During the period of deferral 3) At the rate actually earned by the Association on Special Fund asset investments, but not to exceed 5% per Minn. Stat. 356.215, Sub& 4d. 2O Article XVI - Procedure for review28 Section 1: In the event that the Board of Trustees denies an application for a service or ancillary pension benefit, the member shall be entitled to the right to appeal the determination. Section 2: If an application is not approved, the board shall return the application to the applicant within 30 days, noting thereon, with particularity, which requirements the applicant does not meet. Thereafter, the applicant shall be furnished with the opporm.nity to be heard by the full board, on the question of whether the applicant meets all of the eligibility requirements. The member shall indicate that the member intends to appeal by furnishing the board with a written intent to appeal that is filed with the Secretary of the Volunteer Division within 30 days of receiving an adverse determination. The intent to appeal shall be certified by the member. Section 3: Upon receipt of the written intent to appeal, the Board of Trustees shall hold a special meeting within 60 days of receipt of the written intent to appeal. Timely notice of the meeting shall be given to the member at least 15 days prior to the special meeting. The member shall have the reasonable opportunity to be heard by the Board of Trustees at the special meeting with regard to the negative determination. The board reserves the right to engage the services of a mediator, acceptable to both parties, at any time during the appeal. The mediator shall be selected from the Rule 114 Supreme Court Roster. The cost of the mediator shall be split in half among both parties.29 Article XVll - Limits on benefits30 Section 1: Domestic Relations Order: A qualified domestic relations or domestic relations order shall be accepted by the plan administrator if in compliance with state and federal law. A distribution made pursuant to a domestic relations order shall be treated as made pursuant to qualified domestic relations order as specified by I.R.C. 414 (p) (11), as amended. No benefits shall be paid under a domestic relations order which requires the plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan or under state law. Section 2: Garnishment, judgment or legal process: No service pension or ancillary benefits paid or payable from the special fund of a relief Volunteer Division to any person receiving or entitled to receive a service pension or ancillary benefits shall be subject to garnishment, judgment, execution, or other legal process, except as provided in section 518.58, 518.581, or 518.611. Section 3: No person entitled to a service pension or ancillary benefits from the special fund of a relief Volunteer Division may assign any service pension or ancillary benefit payments, nor shall the Volunteer Division have the authority to recognize any assignment or pay over any sum which has been assigned. 28 Minn. Stat. §356A, the public pension fiduciary responsibility act requires public pension funds to have a procedure in place for review of negative determinations for applications for pensions or benefits. 29 The mediation is certainly one possibility. Arbitration could be another. 30 Most of the language for these provisions is token directly from statute. 21 Section 4: Limitations on Ancillary Benefits: Foil.owing the receipt of a lump sum death benefit neither a member's surviving spouse or estate is entitled to any other or further financial relief or benefits from the Volunteer Division. Article XVIII - Amendments to the Bylaws Section 1. Procedure. The By-laws of the Volunteer Division may be amended at any regular or special meeting of the Board of Trustees by a 2/3 3/5 majority vote of the members present and voting, provided thai a quorum is present, and provided further that notice of any proposed amendment or amendments shall be given by reading the same a regular or special meeting not more than 31 days next preceding that upon which such amendment or amendments are acted upon, and that a notice be mailed to each Trustee at each not less than 10 days prior to such meeting.31 31 The old bylaws have no provision for amending the bylaws so you may want to add one. Here is a sample provision. The nonprofit corporation act says that if the articles are silent on this matter, the authority to amend the bylaws is vested in the board. Currently, the articles are silent so I have included an appropriate provision. 22