Title
Resolution - Revocation of Plan Administration Committee (PAC) Bylaws and Approval of Retirement Plan Committee Charter - A Stover
Other Info
Submitted By: A Stover
Department: General Counsel
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session
Discussion
Effective January 1, 1964, Pedernales Electric Cooperative, Inc. (PEC or the Cooperative) established for the exclusive benefit of its employees and their beneficiaries, a Employees Defined Benefit Retirement Plan, a defined benefit pension plan intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code (DB Plan).
Effective January 1, 1968, PEC established for the exclusive benefit of its employees and their beneficiaries, an Employees Defined Contribution Savings Plan, a money purchase pension plan intended to qualify under Sections 401(a) and 501(a) of the Internal Revenue Code, and now known as the Pedernales Electric Cooperative, Inc. Employees’ 401(k) Savings Plan (401(k) Plan).
Under the terms of the DB Plan and of the 401(k) Plan, PEC as the Plan Sponsor has the authority to appoint a person or committee to serve in the capacity of Plan Administrator. Beginning in 2010, PEC appointed employees to serve as members of the Pedernales Electric Cooperative, Inc. Plan Administration Committee.
Subject to the requirements of the Employee Retirement Income Security Act of 1974 (ERISA), PEC as the Plan Sponsor has undertaken a review of administration of its DB Plan and 401(k) Plan and has determined to revoke the bylaws and operating guidelines of the Plan Administration Committee and instead reconstitute and approve a charter for a Retirement Plan Committee.
The Retirement Plan Committee charter outlines its role to administer and supervise the operation of both the DB Plan and the 401(k) Plan of the Cooperative, includes the structure of the Retirement Plan Committee to include five employees as members of the RPC, and guidelines for operation of the Retirement Plan Committee.
Body
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that PEC as the Plan Sponsor revokes any bylaws in connection with the creation of the Plan Administration Committee and any other operating guidelines and reconstitute the existing administration committee and approve the charter for a Retirement Plan Committee;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that PEC as the Plan Sponsor adopt the Charter for the Retirement Plan Committee substantially in the form presented to the Board in Executive Session, effective as of December 1, 2025;
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 establishment of the Retirement Plan Committee and the adoption of its charter;
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that a majority of the members of the Retirement Plan Committee are authorized to approve and execute amendments to the Retirement Plan Committee Charter in order to facilitate efficient administration of the Retirement Plan Committee; and
BE IT FURTHER RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE that all actions taken prior to the date hereof by an officer or employee of the Cooperative in respect of, related to, or in connection with the preceding resolutions are hereby ratified, confirmed and approved in all respects; and
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.