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. ' (b) At the first election of Trustees, three Trustees shall be elected for a term of three years, three Trustees shall be elected for a term of two years and three Trustees shall be elected for a term of one year, At each subsequent election, three Trustees shall be elected for a term of three years and until his or her successor is elected and qualified, Section 3.3 Nominations: The Trustees who are full-time employees of Public Employers shall serve as the Nominating Committee for the Public Employee Trustees, The Nominating Committee shall choose candidates for Public Employee Trustees in accordance with the procedures set forth in the By. Laws, Section 3.4 Resignation and Removal. (a) Any Trustee may resign as Trustee (without need for prior or subsequent accounting) by an instrument in writing signed by the Trustee and delivered to the other Trustees and such resignation shall be effective upon such delivery, or at a later date according to the terms of the instrument. Any of the Trustees may be removed for cause, by a vote of a majority of the Public Employers, (b) Each Public Employee Trustee shall resign his or her position as Trustee within sixty days of the date on which he or she ceases to be a full-time employee of a Public Employer, Section 3.5 Vacancies: The term of office of a Trustee shall terminate and a vacancy shall occur in the event of the death, resignation, removal, adjudi- cated incompetence or other incapacity to perform the duties of the office of a Trustee, In the case of a vacancy, the remaining Trustees shall appoint such person as they in their discretion shall see fit (subject to the limitations set forth in this Seciion), to serve for the unexpired portion of the term of the Trustee who has resigned or otherwise ceased to be a Trustee, The appointment shall be made by a written instrument signed by a majority of the Trustees, The per- son appointed must be the same type of Trustee (i,e., Public Employee Trus- tee or ICMA/RC Trustee) as the person who has ceased to be a Trustee, An appointment of a Trustee may be made in anticipation of a vacancy to occur at a later date by reason of retirement or resignation, provided that such appoint- ment shall not become effective prior to such retirement or resignation, When- ever a vacancy in the number of Trustees shall occur, until such vacancy is filled as provided in this Section 3,5, the Trustees in office, regardless of their number, shall have all the powers granted to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration, A written instru- ment certifying the existence of such vacancy signed by a majority of the Trustees shall be conclusive evidence of the existence of such vacancy, Section 3_6 Trustees Serve in Representative Capacity: By executing this Declaration, each Public Employer agrees that the Public Employee Tru~tees elected by the Public Employers are authorized to act as agents and represen. tatives of the Public Employers collectively, ARTICLE IV. POWERS OF TRUSTEES Section 4.1 General Powers: The Trustees shall have the pOlNer to conduct the business of the Trust and to carry on its operations. Such poNer shall include, but shall not be limited to, the power to: (a) receive the Trust Property from the Public Employers, Public Employer Trustees or other Trustee of any Employer Trust; (b) enter into a contract with an Investment Adviser providing, among other things, for the establishment and operation of the Portfolios, selection of the Guaranteed Investment Contracts in which the Trust Property may be invested, selection of other investments for the Trust Property and the payment of reasona- ble fees to the Investment Adviser and to any sub-investment adviser retained by the Investment Adviser; (c) review annually the performance of the Investment Adviser and approve annually the contract with such Investment Adviser; (d) invest and reinvest the Trust Property in the Portfolios. the Guaranteed Interest Contracts and in any other investment recommended by the Investment Adviser. but not including securities issued by Public Employers, provided that if a Public Employer has directed that its monies be invested in specified Portfolios or in a Guaranteed Investment Contract. the Trustees of the Retirement Trust shall invest such monies in accordance with such directions; (e) keep such portion of the Trust Property in cash or cash balances as the Trustees, from time to time, may deem to be in the best interest of the Retire- ment Trust created hereby, without liability for interest thereon: (Q accept and retain for such time as they may deem advisable any securi- ties or other property received or acquired by them as Trustees hereunder, whether or not such securities or other property would normally be purchased as investments hereunder; (g) cause any securities or other property held as part of the Trust Property to be registered in the name of the Retirement Trust or in the name of a nomi- nee, ,and to hold any investments in bearer form, but the books and records of the Trustees shall at all times shOlN that all such investments are a part of the Trust Property; (h) make, execute, acknowledge, and deliver any and all documents of trans- fer and conveyance and any and all other instruments that may be hecessary or appropriate to carry out the pOlNers herein granted; (i) vote upon any stock, bonds, or other securities; give general or special proxies or powers of attorney with or without pOlNer of substitution; exercise any con- version privileges, subscription rights, or other options, and make any pay- ments incidental thereto; oppose, or consent to, or otherwise participate in, corporate reorganiZations or other changes effecting corporate securities, and delegate discretionary pOlNers, and pay any assessments or charges in con. neetion therewith; and generally exercise any of the powers of an owner with respect to stocks, bonds, securilies or other property held as part of the Trust Property; (j) enter into contracts or arrangements for goods or services required in con- nection with the operation of the Retirement Trust. including, but not limited to, contracts with custodians ancfcontracts for the provision of administrative services; (k) borrow or raise money for the purposes of the Retirement Trust in such amount, and upon such terms and conditions, as the Trustees shall deem advis. able, provided that the aggregate amount of such borrowings shall not exceed 30% of the value of the Trust Property, No person lending money to the Trustees shall be bound to see the application of the money lent or to inquire into its validity, expediency or propriety of any such borrowing; (I) incur reasonable expenses as required for the operation of the Retirement Trust and deduct such expenses from the Trust Property; (m) pay expenses properly allocable to the Trust Property incurred in connec- tion with the Oeferred Compensation Plans, Qualified Plans, or the Employer Trusts and deduct such expenses from that portion of the Trust Property to whom such expenses are properly allocable; (n) payout of the Trust Property all real and personal property taxes, income taxes and other taxes of any and all kinds which, in the opinion of the Trustees, are properly levied, or assessed under existing or future la'NS upon, or in respect of, the Trust Property and allocate any such taxes to the appropriate accounts; (0) adopt. amend and repeal the By-Laws, provided that such By-Laws are, at all times consistent with the terms of this Declaration of Trust; (p) employ persons to make available interests in the Retirement Trust to employers eligible to maintain a Deferred Compensation Plan under Section 457 or a Qualified Plan under Section 401 of the Internal Revenue Code, as amended; (q) issue the Annual Report of the Retirement Trust. and the disclosure docu- ments and other literature used by the Retirement Trust; (r) make loans, including the purchase of debt obligations, provided that all such loans shall bear interest at the current market rate; (s) contract for, and delegate any powers granted hereunder to, such officers, agents, employees, auditors and attorneys as the Trustees may select. provided that the Trustees may not delegate the powers set forth in paragraphs (b), (c) and (0) of this Section 4,1 and may not delegate any powers if such delega- tion would violate their fiduciary duties; (t) provide for the indemnification of the officers and Trustees of the Retirement Trust and purchase fiduciary insurance; (u) maintain books and records, including separate accounts for each Public Employer, Public Employer Trustee or Employer Trust and such additional sep- arate accounts as are required under, and consistent with, the Deferred Com. pensation or Qualified Plan of each Public Employer; and (v) do all such acts, take all such proceedings, and exercise all such rights and privileges, although not specifically mentioned herein, as the Trustees may deem necessary or appropriate to administer the Trust Property and to carry out the purposes of the Retirement Trust.