Plan Amendment - new Trustee

[HarleyBabe]

Have a situation where the 2 Trustees retired. There is not a Board Meeting until April and the new Trustee to be doesn't think we need this Consent Actions of the Board of Directions, in lieu of a Meeting and Amendment placing him as Trustee because the chairman of the Board told him he shouldn't be required to do anything and he's a very smart attorney, the chairman I mean, lol. Just kidding but that's seriously what the Trustee to be told me.

All because the Consent of Directors says by Unanimous Consent, in lieu of a meeting......

Honestly I am not document strong but how can I explain that this is required in order to amend the plan and this Consent of Directors is what is done in lieu of the meeting. Are they supposed to email this to all the Board members? I only have the President signing this Resolution by the way, not the entire board and the Trustees and President signing the Amendment.

Help.

[david rigby]

What is your relationship? Do you have any such responsibilty?

If you think someone else is doing it wrong, but it's their responsibility, have you put your concerns in writing?

If you have a cite (or other reference), give it, but it sounds like you might be taking responsibility for someone else's duty.

[K2retire]

Have you explained to them that until they either get the signatures of all of the board members on a unanimous consent, or have a board meeting, the retired individuals continue as trustees with all of the attendant responsibilities and liabilities?

[QDROphile]

K2retire: You can't say that with confidence. That is a typical arrangement suggested by the somewhat disjointed post, but the procedures for retirement or removal of a trustee and the replacement of appointment of a new trustee are determined by the trust terms. Those terms may or may not speak to the corporate governance aspects of the arrangements. In fact most prototypes avoid any statments about goernance matters, much to the dismay and confusion of hapless HR personnel who have no clue abut corporate governance matters, which brings us to Eleanor Rigby's father's most appropriate questions.

[My 2 cents]

A body in motion tends to stay in motion and a body at rest tends to stay at rest. Retiring from employment would not generally result in the individuals ceasing to be trustees unless the trust says that upon separation from service, someone who is a trustee will be immediately removed as a trustee. It is the trust that defines the way that trustees can be removed or replaced. If the trust document was inadequately drafted (after all, what could be more basic to a trust document, than to establish how someone becomes a trustee or ceases to be a trustee?) so as to be silent on that point, then reasonable action should be taken that is not inconsistent with what actually is there. If the trust does have appropriate procedures, they should be followed. Did the retiring trustees remove themselves? That would often be provided for.

If no explicit action has been taken, how did the "new trustee" become the new trustee?

[BG5150]

Make sure they know the difference between trustee and plan sponsor.