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The Board shall be subject to the following:

(A) Establishment. The Board is established to administer the Trust Fund.

(B) Appointment. The City Council shall appoint individuals to serve as Trustees overseeing the management and administration of the Trust. The City Council shall consider and may appoint any individual so recommended, provided that the number and identity of the appointed Trustees shall conform to the requirements of this section. Each Trustee so appointed shall accept the appointment in writing and shall confirm in writing that the Trustee agrees to hold and administer the Funds, in trust, pursuant to the terms of this article.

(C) Number and Identity. There shall be five Trustees. No more than one Trustee may be an employee of Goodyear. The Finance Director shall be assigned as one of the five Trustees in an ex officio Trustee status with full Trustee privileges. In the event that the position of Finance Director is vacant, the City Manager shall appoint another employee to serve as the ex officio Trustee until such time as the position of Finance Director is filled. No former member of the Council or former employee shall be a Trustee. Preferably the Trustees shall have expertise in the field of finance, employee benefits, or health care.

(D) Bonding. All Trustees shall be bonded in an amount to be approved by the City Manager. This requirement may be satisfied by a blanket performance bond or other coverage provided by Goodyear.

(E) Officer. At the commencement of each Plan Year, the Trustees shall elect a Chairperson, Vice-Chair, and a Secretary from among themselves. The Chairperson shall preside over the work of the Trustees pursuant to this article. The Vice-Chair shall preside in the Chairperson’s absence. The Secretary shall maintain accurate records of all actions of the Trustees, including minutes from all Trustees’ meetings. A copy of the minutes shall be retained as record of the Trust’s activities.

(F) Terms. Each Trustee, with the exception of the Finance Director, shall serve a three-year term, unless terminated as described in this article. Notwithstanding the foregoing, the initial terms for the first five Trustees shall be as follows: one Trustee to serve an initial term of one year; two Trustees to serve an initial term of two years; and two Trustees to serve an initial term of three years. The Council shall determine which of the first five Trustees shall serve the one-year, two-year, and three-year terms.

(G) Termination. The term of any Trustee shall automatically terminate upon the earliest of the following: death; resignation; removal; failure to attend three consecutive meetings; or, for a Trustee who is an employee of Goodyear, the termination of such employment.

(H) Resignation of a Trustee. A Trustee may resign by giving a 60-day notice in writing to the Chairman. The Chairman may exercise discretion to waive or reduce the 60-day requirement, but shall not waive the written notice requirement. The notice shall state the effective date of resignation. The resignation shall take effect on its stated effective date unless a new Trustee is appointed and accepts appointment prior to the stated effective date, in which case the date of acceptance shall constitute the effective date of the resignation. Upon the effective date of the resignation, the resigning Trustee shall be discharged from any further duty or responsibility under the Trust, and the resigning Trustee shall deliver to the Chairman (or to the Secretary, if the Chairman is resigning) any and all property in his or her possession or control which belongs to the Plan or Trust.

(I) Removal of a Trustee. A Trustee may be removed by the majority vote of a quorum of the City Council at a regular or special meeting. Upon the effective date of the removal, the removed Trustee shall be discharged from any further duty or responsibility under the Trust, and the removed Trustee shall deliver to the Chairman (or the Secretary, if the Chairman is being removed) any and all property in his or her possession or control which belongs to the Plan or Trust.

(J) Meetings. The Trustees shall meet whenever required to provide for the orderly and timely administration of the business of the Plan and the Trust at such location as may be acceptable to the Trustees, but no less than four times per Plan year. In calling, providing notice of, and holding meetings, the Trustees shall conform to applicable laws.

(K) Quorum. A quorum shall consist of three Trustees.

(L) Voting. Each Trustee shall have one vote. All actions by and decisions of the Trustees shall be the affirmative vote of a majority of the number of the Trustees attending a duly called meeting of the Trustees at which there is a quorum present. (Ord. 17-1349, passed 4-24-2017; Am. Ord. 19-1452, passed 11-4-2019)