Title
Resolution - Approval of Amendment and Restatement of ERISA Wrap Plan for Health and Welfare Benefit Plans - A Stover
Other Info
Submitted By: A Stover
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session.
Discussion
In light of certain changes to its offered health insurance benefits, Pedernales Electric Cooperative, Inc. (PEC or the Cooperative) is required to amend and restate the Pedernales Electric Cooperative, Inc. Welfare Benefit Plan (Wrap Plan) document to comply with mandatory and certain optional requirements of law, and to make several optional design changes to the Plan.
Body
WHEREAS PEC sponsors and maintains the Wrap Plan, originally adopted by its Board of Directors (Board) and most-recently amended and restated effective January 1, 2023;
WHEREAS, effective January 1, 2025, the PEC is required to amend and restate the Wrap Plan, consistent with its terms, to comply with mandatory and certain optional requirements of law;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the proposed amendments to the Wrap Plan are approved, effective January 1, 2025, in substantially the form presented to the Board in Executive Session;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that each of the officers of the Cooperative is hereby individually authorized, empowered and directed to take all actions and steps necessary or advisable to implement the amendment and restatement of the Wrap Plan in accordance with the terms of the Wrap Plan and applicable law;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that any and all actions taken prior to the date hereof by an officer of the Cooperative or other authorized Cooperative employee in respect of, related to or in connection with the preceding resolutions are hereby ratified, confirmed and approved in all respects;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the officers of the Cooperative are authorized and empowered individually to execute and deliver such additional agreements, instruments and documents, and to take or cause to be taken such other actions, as the officer may deem necessary, advisable or appropriate to implement the purposes and intent of the foregoing resolutions; each such agreement, instrument and document to be in such form and to contain such terms and conditions, consistent with the foregoing resolutions, as the officer may approve, the execution and delivery of any such agreement, instrument or document by the officer or the taking of such action to be conclusive evidence of such authorization and approval; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that the Board hereby delegates to the General Counsel of the Cooperative full authority to approve and execute any and all future amendments to the Wrap Plan, and to take all actions and execute all documents necessary or appropriate to effectuate such amendments, without further action or approval by the Board.