Contract No. 1993-10 - AML Investment Pool, Inc.`��ESiME,1,r
p001 �N�
COMMON INVESTMENT AGREEMENT
OF
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
RECITATIONS
WHEREAS, AS 37.23.01037.23.900 of the Alaska Statutes ('Alaska Investment Pool Act')
provides that a public entity may enter into an agreement with other public entities to form and
manage an investment pool under which funds of the participating public entities are administered
and invested jointly;
WHEREAS, the Alaska Investment Pool Act provides that a public entity, by itself or with
other public entities, may form a nonprofit corporation for the purposes of managing an investment
pool;
WHEREAS, the Alaska Investment Pool Act provides that a public entity participating in an
Investment pool or a nonprofit corporation formed for the purposes as set forth in that act may
spend money reasonably necessary for the management of the pool, Including the employment of
staff, and that income from the investments of the pool may be used for management costs;
WHEREAS, the Alaska Investment Pool Act defines public entity to mean a political
subdivision of the State of Alaska, including a municipality and its subdivisions, a school district,
a regional educational attendance area or an organization composed of political subdivisions of the
state;
�- WHEREAS, the Alaska Municipal League Investment Pool, Inc. has been formed as a
nonprofit corporation under the Alaska Nonprord Corporations Act (AS 10.20) with membership
limited to political subdivisions of the State of Alaska, including a municipality and its subdivisions,
a school district and a regional attendance area but not an organization composed of political
subdivisions ('Public Enthiesh;
WHEREAS, each of the initial participants (Initial Participants) as Identified at the end of
this Agreement and included in the list of Participants given in Exhibit i to this A�m mntent is be
Public Entity, and each person that subsequently becomes a signatory is9
a Public Entity and desire to enter into this Agreement for the combined investment of public funds;
WHEREAS this Agreement is intended to be a joint agreement entered into pursuant to the
Alaska Investment Pool Act for the purposes of better performing the Initial toonsi-
bilities and the responsibilities of Public Entities who subsequentlysignatories
this
Agreement to invest their public funds, as set forth in Section 2.1 of this Agreement;
WHEREAS, the governing body of each of the Initial Participants has duly adopted an
ordinance (in the case ofa municipality) or a resolution or other procedure (In the case of any
other
Public Entity) authorizing the respective Initial Participant to become a party to this Agreement, and
each Public Entity which subsequently becomes a signatory to this Agreement will do so after its
governing body has adopted an ordinance (in the case of a municipality) or a resolution or other
procedure (in the case of any other Public Entity) authorizing the respective Public Entity to become
a party to this Agreement;
WHEREAS, the governing body of each of the Initial Participants has adopted and each
Public Entity which subsequently becomes a signatory to this Agreement will adopt the investment
objectives and purposes as set forth in Article II of this Agreement and the Irrvestment Policy as set
forth in Exhibit B to this Agreement;
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 2
WHEREAS, the Initial Participants anticipate that other Public Entities may desire to Invest
public assets jointly with the Initial Participants or other Public Entities which become signatories
to this Agreement; and
WHEREAS, the Alaska Municipal League has assisted In the incorporation of the
Corporation to implement the provisions of the Alaska Investment Pod Act for the Initial Participants
and other Public Entities which become signatories to this Agreement;
NOW, THEREFORE, the Initial Participants do hereby covenant and agree as follows: to
have the Corporation manage and invest all monies, assets, securities, funds and property now or
hereafter transferred to or held by It pursuant to this Agreement, all for the benefit of such Public
Entities as may from time to time become Participants, and the Initial Participants do further declare
their agreement to be bound and abide by the terms of this Agreement.
ARTICLE 1 • NAME AND DEFINITIONS
Section 1.1 Name of Pool. The monies, assets, securities, funds and property raw or hereafter
transferred to and held by the Corporation pursuant to this Agreement will be known as the Alaska
Municipal League Investment Pool.
Section 1.2 Definitions. Wherever used within this Agreement, unless otherwise required by the
context or specifically provided:
(1) 'Agreement' or 'Alaska Municipal League Investment Pool, Inc. Common
Investment Agreement' means this instrument executed by the Corporation and the
Initial Participants and establishing the Pod, and will encompass any amendments
to this Agreement which are duly approved pursuant to this Agreement, and will
also encompass the written instruments by which Public Entities become parties
to, or terminate their participation under, this Agreement;
(2) 'Alaska Investment Pool Act' means the Alaska Statute AS 37.23.01037.23.900, as
amended from time to time;
(3) 'Articles of Incorporation' means the Articles of Incorporation of the Corporation,
as amended from time to time;
(a) 'Bylaws' means the Bylaws of the Corporation, as amended from time to time;
(5) 'Corporation' means the Alaska Municipal League Investment Pod, Inc.;
(6) 'Custodian' means the party identified in Section 5.7 of this Agreement with
qual'if'ication and duties as set forth in Article X of this Agreement;
(7) •Directors' means the individual directors of the Board of Directors of the
Corporation and their successor or success= for the time period during which
they were in that office; and 'Board of Directors' means the board of directors of
the Corporation;
(8) 'Investment Adviser and 'Investment Manager mean the parties with wham the
Corporation has contracted on behalf of the Pod pursuant to Article VIII; and
'Supervisory and Investment Adviser Agreement and Investment Management
Agreement' refer to the agreements between the Corporation and the Investment
Adviser and between the Corporation and the Investment Manager, respectively;
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 3
(9) 'Investment Officer means an officer or employee of the Corporation or other
person who will be designated in accordance with the provisions of Article XI of this
Agreement;
(10) -Investment Policy- means the Investment Policy for the Alaska Municipal League
Investment Pool attached to and incorporated into this Agreement as Exhibit B;
(11) 'Net Asset Value' means the net asset value of the Pool in the manner provided in
Section 12.3 of this Agreement;
(12) -Participant' means a party which has entered into this Agreement through due
and proper authorization and which has not terminated such status and as listed
In Exhibit A attached to and incorporated into this Agreement; and 'Participation'
refers to the status of an entity as a Participant;
(13) -Poor means the Alaska Municipal League Investment Pool;
(14) 'Public Entity' means a political subdivision of the State of Alaska, including a
municipality and Rs subdivisions, a school district or a regional education
attendance area;
(15) -Series- means any subdivision of the assets of the Pod established in accordance
with the provisions of Section 4.2 of this Agreement; and 'Series Supplement'
refers to the written document containing the terms of a certain Series; and
(16) 'Units' means the equal proportionate units of undivided beneficial interest in the
assets of the Pool or of each Series from time to time, including fractions of Units
as well as whole Units (which the Participants intend to maintain at a stable $1.00
`— Net Asset Value, in accordance with Section 2.2(a)(4) of this Agreement); and
'Unitholder refers to a record owner of Units of the Pod or of a Series.
ARTICLE II - PURPOSE, OBJECTIVES
Section 2.1 Purpose. The purpose of this Agreement Is to establish the tents for the joint
investment of public funds by Public Entities pursuant to the terms of the Alaska Investment Pool
Act, the Articles of incorporation and the Bylaws. The Purpose of the Pool is to provide a means
for eligible Public Entities to invest temporarily available public funds.
Section 2.2 Objectives. (a) The general objectives of the Pod Include:
(1) Improving the efficiency and effectiveness of participants in the investment
of their public funds;
(2) Minimizing administrative fees and transactional and other expenses of
Investing public funds;
(3) Providing Public Entities with a continuous source of managed
investments, within the limitations upon such investments prescribed by
applicable law; and
(4) Managing the assets of the Pod with the intent of maintaining a stable
�– $1,00 Net Asset Value for each whole Unit.
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 4
(b) The Investment objectives of the Pool In order of priority are as follows:
(1) Preservation d capital - seeking to preserve the capital hwestment of all
Participants through prudent management and adoption of investment
policies and restrictions;
(2) Liquidity - seeking to meet the needs of Participants for cash by
maintaining a high level of portfolio liquidity and Investing in readily
marketable securities; and
(3) Return - objectives preservation capital and liquidity. to attain the highest level of i
with the objeccome consistent
ARTICLE III - PARTIES TO AGREEMENT
Section 3.1 Eligibility. A Participant must be a member of the Corporation; provided that (1)
no person will be allowed to become a member of the Corporation or a Participant H the Board of
Directors, upon advice of legal counsel, determines that such membership or Participation would
cause the income of the Pool to be subject to federal irtcorne taxation, and (2) the Board of
Directors will have sole discretion to designate categories of Public Entities eligible to become
Participants. In making a determination under this section the Board of Directors, after obtaining
the advice of legal counsel, will have final authority to determine the question.
Section 3.2 Entry Into Agreement. (a) A Public Entity determined to be eligible as a Participant
under Section 3.1 d this Agreement may enter into this Agreement, without further action by the
existing Participants, by executing and delivering to the Corporation an agreement to be bound by
its terms pursuant to duty exercised authority. Such agreement need not be physically affixed to
a copy of this Agreement, but Instead may be Indicated by reference to this Agreement. In
accordance with the Bylaws, the Board of Directors will establish the form of such agreement and
such additional procedures and requirements for entering into Oft Agreement as it from time to
time deems appropriate.
(b) In executing an agreement under (a) of this Section 3.2, a Public Entity will be deemed
to expressly (1) designate the Investment Officers of the one or more Series Into which the Public
Entity places any of its public funds as that Public Entity's Investment Officer responsible for such
funds; (2) designate the depository and custodian of the one or more Series Ito which the Public
Entity places any of its public funds as that Public Entity's depository and custodian for such funds;
(3) delegate to the Corporation the authority to hold legal tide to the assets placed in the Pool' (4)
approve the investment objectives, policies, rules and procedures for the Pool and the Corporation
or of any Series d the Pool, as the investment objectives, policies, rules and procedures of the
Public Entity with respect to its assets transferred for placement In the Pod or any Series of the
Pool; and (5) provide authority to the Corporation, the Board of Directors, the; Manager,
the Corporation's officers, employees and any of their agents to deposit, ,
er
and otherwise manage the funds which the Public Entity may pta>ice in the Pod; all In conformance
with the terms of this Agreement and the investment objectives, policies, rules and procedures of
the applicable Series and the requirements of the Alaska Investment Pod Act.
Section 3.3 Termination of Participation. Participants will have the right to terminate their
Participation in this Agreement, and the Board of Directors will specify procedures for such
termination. Such procedures will require a Participant to redeem Its Units In the Pod prior to such
termination. The termination of Participation by a Participant will not affect the validity of this
Agreement with respect to the remaining Participants.
Common Investment Agreement - Alaska Municipal League investment Pool, Inc. page 5
Section 3.4 effect of Amendment of Alaska Investment Pool Act. In the event that the Alaska
Investment Pool Act is amended so as to expand the definition ot 'Public Entity' as used In this
Agreement, the Board of Directors will have the power to determine whether and under what
circumstances any new category of Public Entity may become a party to this Agreement. In the
event that the Alaska Investment Pool Act Is amended so as to exclude from the definition of 'Public
Entity' as contained in this Agreement any previously included entity, the Board of Directors will
promptly determine whether any existing Participant has lost itsB�tl as of DirectorsPublic
Entity
tertn(or
will
lose
after
such status upon effectiveness of such amendment)'a Public Entity (or will not
obtaining the advice d counsel, that an existing Participant is no bngar
be a Public Entity upon the effectiveness of the amendment), the Board of Directors will so notify
that Participant, redeem any Units d that Participant held in the Pool and transfer to the Participant
the resulting funds and other Investment funds of that Participant administered through the
Corporation and terminate the Participation of that Participant The Board of Directors will have final
authority with respect to determinations under this Section 3.4.
Section 3.5 Effect of Amendment of Federal Tax Law. Should the federal income tax law be
amended so as to cause the Income of the Pool to be subject to federal income taxation, the Board
of Directors will promptly determine whether that subjugation could be eliminated through the
termination of Participation by one or more Participants and may, upon advice of legal counsel,
terminate the membership in the Corporation and the Participation of those participants in the Pool
to eliminate the subjugation of the Pod to federal income taxation. Should the Board of Directors
determine to terminate the Participation of a Participant under this Section 3.5, it wW so notify that
Participant, redeem any Units of that Participant held in the Pod and transfer to the Participant the
resulting funds and other investment funds of that Participant administered through the Corporation
and terminate the Participation of that Participant. The Board of Directors will have final authority
with respect to determinations under this Section 3.5.
ARTICLE IV • BENEFICIAL INTERESTS
Section 4.1 Units d Beneficial Interest. The undivided beneficial Intim UnitsParticipants;one Intoe
assets d the Pool or d any Series of the Pod will be representby
separate and distinct Series as the Board of Directors will from time to ttimecreatte and will be fully� land
h.
The number of Units is unlimited, aril each Unit will be without par etr
nonessessable. The Board of Directors will have fixit power and authority,
In #Wr sole discretion
and without obtaining any prior authorization of or vote of the Unitholders or of any Series, (1) to
create and establish Units or any Series with such preferences, voting powers' rWft and privileges
as the Board of Directors may from time to time detemikte, (2) to divide or combine the Units
thereof into a greater or lesser number, (3) to classify or reclassify any existing Urrits Into one or
to take such more Series or classes of Units and (4) ch other action with respect to the Units as the
that the Board of Directors may take no action
Board of may deem desirable; provided
pursuant to this Section 4.1 which would Impair the beneficial i the Boardhold Unitholders
in the
Directors may
existing assets of the Pod; and provided further, that such powers
ordinarily exercise pursuant to this Section 4.1 will not be inconsistent with the Intent of maintaining
a stable Net Asset Value of $1.00 per Unit.
Section 4.2 Establishment of Series. (a) The first Series is hereby established pursuant to
Article V of this Agreement.
(b) The establishment of any future Series will be effective upon the adoption of a
resolution by a majority of the Board of Directors. With respect to each such future Series, the
Board of Directors will designate investment objectives and policies as required by this Agreement,
authorized investments (and it repurchase agreements are authorized, the custodian for pledged
securities), categories of Public Entities eligible to own Units, authorized Investment Officers and
Common Investment Agreement - Alaska Municipal League Investment Pod, Inc- page 6
the relative rights and preferences of the holders of such Units; all of which will be described in a —
written Series Supplement.
(c) At any time that there are no Units outstanding of any particular Series previously
established and designated, the Board of Directors may, by majority vote, abolish that Series and
the establishment and designation of it.
Section 4.3 Ownership d Units. Notwithstanding other provisions of this Agreement to the
contrary, ownership of Units will be limited to Participants. Ownership of Units will be recorded
in
the books of the Pool. The Board of Director: may have such rules as it considers appropriate, to
the extent permitted by law, for the transfer of Units and simgar matters. The record books of the
Pool will be conclusive as to who are the holders of Units and as to the number of Units held from
time to time by each Unitholder, unless the Unitholder shows otherwise to the satisfaction of the
Board of Directors.
Section 4.4 Placement of Assets in the Pod. The Board of Directors will accept transfers of
funds to a Series from such governmental entities as have become Participants on such terms as
the Board of Directors may from time to time authorize. After the date of the Initial transfer of funds
to a Series, the number of Units of that Series to represent the Initial transfer of funds may be
considered as outstanding, and the amount received by the Series on account of such transfer will
be treated as an asset of such Series. Subsequent transfers of funds to the Series will be credited
ext
d each Unitholder s account In etre f I leve theNot
the Board of Dirreectoorrs may, IUnit n its
determined after the funds are received; provided,
sole discretion, authorize the issuance of fractional Units.
Section 4.5 Assets and Liabilities of Series. (a) All consideration received by the Pool with
respect to Units of a particular Series, together with all assets In which such consideration is
invested or reinvested, all Income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds in whatever form, will be referred to as $assets belonging
to, that Series. In addition, arty assets, Income, earnings, profits, and proms thereof, finds or
payments which are not readily identifiable as belonging to arty particular Series will be allocated
by the Board d Directors between and among one or more of the Series In such manner as the
board, in its sole discretion, deems fair and equitable. Each touch &location will be referred to as
assets belonging to that Series, and will be conclusive and binding for all purposes. The assets
belonging to a particular Series will be so recorded upon the books of the Pod and will be held
in the Pod by the Corporation for the benefit of the Unitholders of that Series.
(b) The assets belonging to each particular Series wig be charged with all expenses, costs,
charges and reserves attributable to that Series. Any expenses, costs, charges or reserves of the
Pool which are not readily identifiable as belonging to any particular sanies will be allocated and
charged by the Board of Directors between or among any one or more of the Series In such
manner as the Board of Directors, in its sole discretion, deems fair and equitable, and such
expenses, costs, charges, and reserves will be payable any from the assets belonging to the
applicable Series. Each such allocation will be conclusive and binding for all purposes. Any
creditor of any Series may look only to the assets of that Series to satisfy such creditor's debt.
(c) To the extent that the expenses, costs, charges and reserves of the Pool or one or
more Series of the Pool, Including ordinary or extraordinary legal, accounting or other professional
service expenses, are allocated pursuant to this Section 4.5 to the Units of a Participant, that
Participant authorizes the payment of such out of principal and earth from that Participant's
investment in the Pool.
Section 4.6 No Preemptive Rights. Unitholders will have no preemptive or other preferential
rights to acquire any additional Units of the Pool.
Common Investment Agreement - Alaska Municipal League Investment Pool, Ins. page 7
Section 4.7 Limitation of Personal Liability. The Board of Directors will have no power to bind
any Unitholder or to call upon any Unitholder for the payment of any sum or money or assessment
whatsoever other than such as the Unitholder may at any time agree to pay by way of subscription
for any Units or otherwise. Every contract or other undertaking by or on behalf of the Pool will
include a recitation limiting the obligation represented thereby to the Pool or a Series of it and its
assets, however, the omission or such a recitation will not operate to bind any Participant.
ARTICLE V - FIRST SERIES, SUBSEQUENT SERIES
Section 5.1 Establishment of Series. (a) The Initial Participants hereby agree that the first Series
will be established in conformance with the terms of this Agreement and the policies, objectives,
restrictions and other terns of this Article V.
(b) Participants in a subsequent Series will agree, In entering Into the Agreement for that
Series, that subsequent Series will be established in conformance with the terms of the Agreement
at that time and the policies, objectives, restrictions and other terms of this Article V and as not
otherwise prohibited by law.
Section 5.2 Eligible Public Entities. Only Public Entities situated In the State of Alaska may
become Participants in the first Series or In a subsequent Series.
Section 5.3 Eligible Investments. The Pool may invest only in the instruments as set forth in
the Investment Policy for purposes of the first Series. The eligible Investments for a subsequent
Series will be as provided in the investment policy for that Series and as included in the terms of
the Agreement at that time.
Section 5.4 Investment Policies and Restrictions. The investment policies and restrictions to
be followed by the Pool are as set forth in the Investment Policy for purposes of the first Series.
The investment policies and restrictions to be followed by the Pool for a subsequent Series will be
as provided in the investment policy for that Series and as included In the terms of the Agreement
at that time.
Section 5.5 Investment Officer. The Investment Officer for the Pool will be designated by the
Board of Directors, subject to the provisions of Article XI of this Agreement.
Section 5.6 Distributions. Earnings on the assets of a Series will be accrued daily and will be
distributed as determined by the Board of Directors but not less frequently than the first business
day of the month following the month in which such earnings are accrued. Such earnings may be
distributed in the form of cash sent to a Participant, or credited to the Participant's account in the
form of full or fractional Units.
Section 5.7 Custodian. The Custodian will be designated by the Board of Directors, having
duties and otherwise subject to the provisions of Article X of this Agreement.
ARTICLE VI - DIRECTORS
Section 6.1 Manaaement of the Pool. The business and affairs of the Pool will be directed by
the Board of Directors.
Section 6.2 Effect of Death Resignation. Etc. of a Director. The death, declination, resignation,
retirement, removal, incapacity or inability of the Board of Directors, or any one of its members, will
not operate to annul or terminate the Pool or to revoke any existing agency created pursuant to the
terms of this Agreement.
Common Investment Agreement - Alaska Municipal League lnvastment Pool, Ine. page 8
ARTICLE VII - POWERS OF BOARD OF DIRECTORS
Section 7.1 Powers. The Board of Directors will have full power and authority to do any and
all acts and to make and execute or authorize the making or executing of any and all contracts and
instruments that are necessary for or incidental to the business and affairs of the Corporation and
the Pool and the direction of management of the Pool or the kivestrnent of assets of the Pool.
Subject to applicable law and this Agreement, the Board ol Directors will have full authority and
power to make, or cause to be made, any and all investments which it, in Its sole discretion, will
deem proper to accomplish the objectives of the Pool. Subject to any, limitation of this Agreement
or applicable law, the Board of Directors will have power and authority to do the following:
(1) To Invest and reinvest cash and securities, and to hold cash or other property
uninvested, in accordance with the Investment Policy and the terms of this
Agreement;
(2) To adopt Bylaws not k►consistent with this Agreement providing for the conduct of
the business of the Corporation and the Pool and to amend and repeal them to the
extent that the Articles of Incorporation do not reserve that right to the members
of the Corporation;
(3) To appoint and remove one or more Investment Officers pursuant to Article XI of
this Agreement; to appoint and remove such additional officers as the Board of
Directors considers appropriate and In accordance with the Bylaws; and to appoint
and terminate such agents as the Board of Directors considers appropriate;
(4) To employ a bank or other penton, as allowed under the Alaska Investment Pool
Act and otherwise in accordance with applicable law, as Custodian of any assets
of the Pool, subject to conditions set forth in this Agreement or In the Bylaws, it
any;
(5) To retain a Supervisory Investment Adviser and an Investment Manager with such
powers, responsibilities and functions as are described In Article VIII of this
Agreement;
(6) To set record dates In the manner as provided In this Agreement;
M To delegate, consistent with applicable law, such 8uft" as the Board ol
Directors considers desirable to any officers of the Corporation and to the
Supervisory Irirastmert Adviser, Investment Manager, the Custodian or other
agents;
arid
(6) To Pool, subject tl or c oo theeor Cause to be sold provisions of Section uA dexcof ithissAAgr�eementall assets a the
(9) To vote or to give assent or to sxwcise any rights of ownership, with respect to
securities or property and to execute and deliver powers of attorney to such person
or persons as the Board of Directors will deem proper, granting to such person or
persons such power and discretion with relation to securities or property as,
subject to applicable law, the Board of Directors will deem proper;
(10) To exercise powers and rights which In any manner arise out of ownership of
securities;
(11) To hold any security or property in a form not Indicating any trust, whether in
bearer, unregistered or other negotiable forth, either in the Pool's name or in the
Common Investment Agreement - Alaska Municipal League Inveatrnent Pool, Inc. Page 9
name of a custodian or nominee or nominees, subject in either case to proper
�— safeguards to protect the Participants;
(12) To establish separate and distinct Series with separately defined investment
objectives and policies and distinct investment purposes in accordance with the
provisions of Article IV of this Agreement;
(13) To allocate assets and expenses of the Pool to a particular Series or to apportion
the same between or among two or more Series, provided that any expenses
Incurred by a particular Series will be payable solely out of the assets belonging
to that Series as provided for in Article N of this Agreement;
(14) To consent to or participate in any plan for the reorganization, consolidation or
merger of any corporation or concem, any security of which is held in the Pool;
and to consent to any contract, lease, mortgage, purchase or sale of property by
such corporation or concern;
(15) To compromise, arbitrate or otherwise adjust claims in favor of or against the Pool
or any matter in controversy Including, btrt not limited to, claims for taxes;
(16) To make distributions of income and of capital gains to Unkholders in the manner
as provided in this Agreement;
(17) To establish from time to time a minimum total investment for Unitholders and to
require the redemption of the Units of any Unitholders whose Investment is less
than such minimum upon giving notice to such Unkholder;
(18) To amend this Agreement pursuant to Section 14.7 of this Agreement;
(19) To retain one or more auditors for the Pool or any Series, and to require annual
audits and reports as the Board of Directors considers appropriate; and
(20) To do other things not inconsistent with the provisions of this Section 7.1 which the
Board of Directors deems necessary in carrying out its duties.
Section 7.2 Action by the Board of Directors. The Board Of Directors will act and otherwise
conduct the business of the Pool in accordance with the terms of this Agreemem and as otherwise
set forth in the Articles of Incorporation and Bylaws.
Section 7.3 officers. The Board of Directors will appoint one or more of its number to be
officers of the Corporation in accordance with the terms of the Artickis of incorporation and Bylaws.
ARTICLE VIII - SUPERVISORY AND INVESTMENT ADVISER; INVESTMENT MANAGER
Section 8.1 5upenn-
Agreement. When authorized by at least a majority of the Board of Directors, the Corporation on
behalf of the Pool may, subject to the laws of the State of Alaska, from time to time enter into
one
or more Supervisory and Investment Adviser Agreements and Investment Manapemem Agreements
whereby the other party to such agreements will be designated as the Supervisory investment
Adviser and the Imstigment Manager, respectively, to the Corporation on behalf of the Pool, will
agree to serve as such and will undertake to provide to the Corporation on behalf of the Pool such
advice, assistance, facilities and services upon such terms and conditions as the Board of Directors
may, in its discretion, determine:
Common Investment Agreement - Alaska Municipal League kmstmant Pool, Inc. page 10
Section 8.2 Duties. (a) The Supervisory and Investment Adviser Agreement and the Investment
Management Agreement will be set forth in writing and will establish the duties and responsibilities -
of the Supervisory Investment Adviser and the Investment Manager. The Board of Directors will
have power to retain the Supervisory Investment Adviser and the Investment Manager to provide
such advice, assistance, facilities and services as the Board of Directors will, consistent with the
applicable law and this Agreement, in its discretion, determine, Including, without limitation, those
set forth in this Section 8.2, provided that such advice, assistance, facilities and services will be
provided in accordance with this Agreement and the Investment Policy or such amendments to
them as are approved by the Board of Directors;
(b) The duties and responsibilities of the Supervisory Investment Adviser will include the
following:
(1) To provide technical direction to the Pool;
(2) To review custodial and investment operations of the Pool, to include
performance against established benchmarks;
(3) To ensure that the Investment Policy established by the Board of Directors
and required by the Alaska Investment Pod Act is adhered to;
(4) To ensure that necessary reports are rendered both to the Board of
Directors and to each Participant; and
(5) To ensure that participants in the Pod receive recessary Pod -related
information;
(c) The duties and responsibilities of the Investment Manager will include the following:
(1) To act as the Pod's fiduciary and be responsible for Investment and
recordkeeping services;
(2) To adhere to the investment Policy and the Alaska Investment Pod Act;
(3) To advise the Pod on the strategies being employed, to Include risk and
yield factors; and
(4) To render periodic reports to both the Pod and Participants with regard to
units held and account transactions.
Section 8.3 Provision of Services. The Supervisory Investment Adviser and the investment
Manager will provide such advice, assistance, facilities and services as the Board of Directors may
determine, in accordance with Section 8.2 of this Agreement. However, the Supervisory Investment
Adviser and the Investment Manager will have the power, subject to applN able law end with the
consent of the Board of Directors, to retain third parties, whether or not ei8lfated with the
Supervisory Investment Adviser and the Investment Manager, to provide all or some of the advice,
assistance, facilities and services for which it has been retained by the Pod.
Section 8.4 Duty of Care. Management and Investment of assets of the Pod by the Supervisory
Investment Adviser and the Investment Manager will be done with the care, skill, prudence and
diligence under the circumstances then prevailing that an Institutional investor would use In the
conduct of an enterprise of a like character and with like aims.
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 11
ARTICLE IX - UNITHOLDERS' VOTING POWERS AND MEETINGS
Section 9.1 Voting Powers. A Unitholder, as a member of the Corporation on the record date
for a meeting of members, will have power to vote on matters coming before the members including
matters pertaining to the Pool as set forth in the Articles of Incorporation and Bylaws and by
applicable law.
Section 9.2 Meetings. A Unitholder, as a member of the Corporation, will be entitled to attend
meetings of members pursuant to the provisions of the Articles of Incorporation and Bylaws.
ARTICLE X - CUSTODIAN
Section 10.1 Qualifications, Appointments and Duties. (a) The Custodian will be designated by
the Board of Directors and will, lf such entity accepts such designation on the terms approved by
the Board of Directors or any duty authorized officers of the Corporation, be a commercial bank with
a subsidiary trust company or a trust company that Is authorized to exercise corporate trust
powers, have a combined capital and surplus of at least $50 million or an equivalent level 01
indemnification and be subject to supervision by federal banking regulators.
(b) The Corporation on behalf of the Pod, at all times, will employ a Custodian with
authority as agent, but subject to such restrictions, limitations and other requirements, lf any, as
may be contained under the laws of the State of Alaska, this Agreement or the Bylaws:
(1) To hold the securities owned by the Corporation on behalf of the Pool in
the name of the Pool or otherwise as authorized by the Board of Directors
and to deliver the same upon written order or other means approved by
the Board of Directors with written confirmation;
(2) To hold collateral securing certificates of deposit, repurchase agreements
and other instruments as allowed under the Investment Policy or required
by the Board of Directors;
(3) To receive and receipt for any monies due to the Corporation on behalf of
the Pool and deposit the same in its own banking department or otherwise
as the Board of Directors may direct;
(4) To disburse such funds upon orders or vouchers, all upon such basis of
compensation as may be authorized by the Board of Directors; and
(5) To deliver and pay over all property of the Corporation as directed by the
Board of Directors.
(c) The Board of Directors may also authorize the Custodian to employ one or more sub -
custodians or agents from time to time to perform acts and services on behalf of the Custodian;
provided that such sub -custodians or agents must each have a combined capital and surplus or
level of indemnification of at least that specified for the Custodian in (a) of this Section 10.1 and
must be subject to supervision by federal banking regulators.
Section 10.2 Central Certificate System. Subject to the laws of the State of Alaska, the Board
of Directors may direct the Custodian to deposit all or any part of the securities owned by the Pool
in a system for the central handling of securities pursuant to which system all securities of any
particular class or series of any issuer deposited within the system are treated as tangible and may
be transferred or pledged by bookkeeping entry without physical delivery of such securities.
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 12
ARTICLE XI • INVESTMENT OFFICER
Section 11.1 Appointment. The Board of Directors will designate for each Series one or more
Investment Officers who will be responsible for the investment of assets transferred to that Series.
By authorizing Participation in any Series, each Public Entity will thereby designate the Investment
Officers for that Series as such Public Entity's Investment Officers responsible for the assets
transferred to such Series, pursuant to the Alaska Investment Pool Act. The Investment Manager
may be designated as the •investment Officer' by the Board of Directors.
Section 11.2 Scope of Authority. The Investment Officer of each Series will be authorized to run
the day4o-day investment operations of that Series in coMomwice with this Agreement and such
purposes, objectives and requirements as the Board of Directors may set forth In the Series
Supplement for that Series. Within the limits of such Series Supplement, the Investment Officer of
each Series will be authorized, to the fullest extent allowable by law, to buy, sell, swap, Invest,
reinvest and otherwise manage the assets of that Series.
Section 11.3 Mananement Reports. At least once each month, each Investment Officer will
prepare a written report concerning the investment transactions of the applicable Series for which
such Investment Officer is responsible for the preceding year, and describing in detail the
investment position of such Series as of the date of the report. M the Board of Directors has
appointed two or more Investment Officers for a Series, those officers will prepare that report jointly.
The report will be signed by each Investment Officer and will be delivered to the Board of Directors.
ARTICLE XII • DISTRIBUTIONS AND REDEMPTIONS
Section 12.1 Distributions. (a) The Board of Directors will have power, to the fullest extent
permitted by the laws of the State of Alaska, at any time to declare and cause to be paid
distributions on Units of a particular Series, from the assets belonging to that Series, which
distributions, at the election of the Board of Directors, may be made monthly or otherwise pursuant
to a standing resolution or resolutions adopted with such frequertcY as the Board of Directors may
determine, and may be payable In cash or Units of that Series election of � oily Unkholder
of that Series. The amount d such distributions and the pay
he
discretion of the Board of Directors.
(b) Notwithstanding anything in this Agreement to the contrary, the Board of Directors may
at any time declare and distribute pro rata among the Unitholders of a particular Series as of the
record date of that Series fixed as provided in Section 14.3 of this Agreement a distribution in the
form of Units.
Section 12.2 RegIMpgons. (a) In case any holder d record of Units of a particular Series
desires to redeem some or all of its Units, It may deposit at the orrice d the Custodian or other
authorized agent of the Pool a written request, or such other form d request as the Board of
Directors may from time to time authorize, requesting 00 the Series redeem the Unks in actor -
dance with this Section 12.2. The Unitholder so requesting will be antkle l to require the Series to
redeem such Units, and the Series will redeem such Units, at the Net Asset Value thereof next
calculated, as described in Section 12.3 of this Agreement. The Series will make payment for any
such Units to be redeemed In cash from the assets d that Series.
(b) The Board of Directors will specify procedures pursuant to which the Unitholder may,
under normal circumstances, redeem its Units and receive payment on them by wire and in the
form of immediately available funds within the same business day. In any event, except for the
provisions of (c) of this Section 12.2, payment for such Units will be made by the Pool from that
Series to the Unitholder of record no later than seven days after the date upon which the request
is effective.
Common Investment Agreement - Alaska Municipal League Investment Pool, Inc. page 13
(c) Notwithstanding anything to the contrary, the provisions of this Section 12.2 and any
procedures for the redemption of Units and the payment on them will be subject to Section 12.4
of this Agreement.
Section 12.3. Determination of Net Asset Value and Valuation of Portfdjo Asset. (a) The net
income of the Pool and Net Asset Value per Unit will be deternined as of the close of trading on
each day the Federal Reserve Bank of San Francisco Is open for business (and at such other times
as the Board of Directors may determine). The net income of the Pool (from the time of the
immediately preceding determination thereof) will consist of (1) all interest Income accrued on the
portfolio assets of the Pool, less (2) all accrued expenses ofthe Pool. SIncomea lcbe
determined on the accrual basis in accordance with generally accept
ed Interest income will include amortization of purchase discount or premium. Securities in the Pool's
portfolio will be valued as set forth in the Investment Policy.
(b) All the net income of the Pool, at the time of each determination thereof, will be
allocated among and accrue to each Unitholder at the time of such determination in proportion
the number of Units then held by each Unitholder. k the net income of the Pool at the time of such
determination is a negative amount, the Board of Directors will havetpoweo the ^and � th Un s held
allocate such negative amounts among the Unkholders in proport
at the time of such determination and to offset the allocable share of eachUnitholder number
f such
negative amount against any income accrued to such Unitholder, and (2) o reduce the
of outstanding Units of the Pool by reducing the number of Units of each Unkholder by that number
of Units which represents the amount of its allocable share of such negative amount which is not
offset against income accrued to such Unitholder.
(c) The Net Asset Value per Unit at the time of each determination thereof will be
determined by taking the value of all assets of the Pool (valued on the sante basis as In the
determination of the net income of the Pool at the time of such determination) less accrued
�— expenses and arrearages and divided by the number of Units then outstanding.
(d) For purposes of this Section 12.3, the term •Pool' will refer to each Series of the Pool
if more than one Series is outstanding. The net income and Net Asset Value of each Series and
of Units of each Series will be calculated separately from that of all other Series.
declare a
Section 12.4.Suspension of the Ripht d the date of payment
ption. The Board of «i the
whole
�rs or pan
suspension of the right of redemption or postpone the Corporation
of arty period during which an emergency exists as a result of which disposal by
on behalf of the Pool of securities owned by it Is not reasonably practicable or it is riot reasonably
practicable for the Corporation on behalf of the Pod fairy to determine the value of its net assets.
A suspension pursuant to this Section 12.4 will take effect at such time as the Board of Directors
will specify but not later than the close of business on the business day next following the
declaration d suspension. Thereafter there will be no right of redemption or payment until the
Board of Directors will declare the suspension at an end. Any suspension pumuart to this Section
12.4 will continue only so long as the Board of Directors concludes such suspension s in thebest
Unithn der
interests of the Unitholders. In the case of a suspension of the right of redemption,
may either withdraw a request for redemption or receive payment based on the Net Asset Value
per Unit existing after termination of the suspension.
ARTICLE XIII - STANDARD OF CARE, LIMITATION OF LIABILITY, AND INDEMNIFICATION
d Investment of an
Section 13.1. Standard of Care Limitation d Liability. (a) The management end
will be done
Participants' assets by the Corporation, fts dficers, directors, employees and age
with the care, skill, prudence and diligence under the circumstances then prevailing that an
institutional investor would use in the conduct of an enterprise of a like character and with like aims.
Common Investment Agreement • Alaska Municipal League Investment Pool, Inc. page 14
(b) The members of the Board of Directors, officers and employees of the Corporation will
not be liable for any mistakes of judgment or other actions taken or omitted by them in good faith,
nor will they be liable for any action taken or omitted by an agent, employee or independent
contractor selected in good faith by them or any of them, nor will they be liable for loss incurred
through investment of funds through the Corporation or failure to Invest.
(c) No director, MCer roroemployee fficer employee.
the
eeC�at� will be liable for any action taken
or omitted by any other d
Section 13.2. Board of Directors Good Faith Action Expert Advice No Bond or Sum. The
exercise by the Board of Directors of its powers and discretion under this Agreement in good faith
will be binding upon all interested parties. Subject to the provisions of Section 14.1 and to Article
XIII of this Agreement, the Board of Directors will not be liable for errors of judgment or mistakes
of fact or law. The Board of Directors may take advice of counsel or other experts with respect to
the meaning and operation of this Agreement and, subject to the provisions of Section 14.1 of this
Agreement and this Article XIII, will be under no liability for any act or omission In accordance with
such advice or for failing to follow such advice. Directors will not be required to give any bond or
act as a surety under this Agreement.
Section 13.3.Indemnification, Insurance. (a) The Corporation will defend. Indemnify and hold
officer and employee
harmless each director, of the Corporation for exprNnses, including attorney s
fees, and the amount of any judgment, money decree, fine, penalty or settlement for which he or
she may become liable by reason of his or her being or having been a director, officer or employee
of the Corporation who exercises powers or performs duties for the Corporation, except in relation
to matters as to which that director, officer or employee is finally adjudged in any pion, suit or
proceeding to be liable for failure to act in good faith in the performance of his or her duties as
such director, officer or employee.
(b) At the discretion of the Board of Directors, the Corporation may purchase and maintain
insurance on persons associated with the Corporation and as expressly provided in its Bylaws.
ARTICLE XIV - MISCELLANEOUS
Section 14.1. Corporation and Pool Not a Partnership. It is hereby expressly declared that the
e and distinct nonprofit corporation and not a partnership. No Director will
Corporation is a separat
have any power to bind personally either the Board of Directors or officers of the Corporation or
any Participant. All persons providing services or property to, contracting with or having any claim
against the Corporation on behalf of the Pool, its officers, Board of Directors, employees and agents
will look only to the assets of the appropriate Series for payment thareof under this Agreement.
Neither the Participants nor the Board of Directors nor any officers, employees or agents of the
Corporation, whether past, present or future, will be personally liable therefor.
Section 14.2.Ownership of Assets of the Pool. The assets of the Pool will be heli separate and
apart from all other assets, kx*X lr►9 the assets of other Series of the Pod. Lepel title to all of the
assets of the Pool will at all times be considered as vested In the Corporation, as custodian for the
appropriate benefit of the respective Unitholders. No Unitholder will be deemed to have a every abut le
ownership in any individual asset of the Pool or any right of partition or Possession
Unitholder will have a proportionate undivided beneficial Interest in the assets of the Pool or of a
Series of the Pool.
Section 14.3. Establishment of Record Dates. The Board of Directors may fix In advance a date,
not exceeding fifty days and not less than ten days preceding the date of any meeting of members
of the Corporation, or the date for payment of any distributions, or the date for the allotment of
rights or the date when any change or conversion or exchange of Units will go Into effect, as a
Common investment Agreement • Alaska Municipal League Investment Pool, Me. page 15
record date for the determination of the persons entitled to notice of, and to vote at, any such
meeting, or entitled to receive payment of arty such distributions, or to any such allotment or rights,
or to exercise the rights in case such persons and only such persons as will be members of the
Corporation of record on the dates so fixed will be entitled to such notice of, and to vote at, such
meeting, or to receive payment of such distributions, or to receive such allotment or rights or to
exercise such rights, as the case may be, notwithstanding any transfer of any Units on the looks
of the Pool after any such record date is fixed.
Section 14.4. Termination of Pool. (a) The Pod will continue for a period of 40 years and then
terminate, unless sooner terminated pursuant to this Section 14.4 or unless the Board of Directors
by at least a simple majority vote extends the period for an additional period of time.
(b) The Board of Directors may at arty time sell and convert, or cause to be sold and
converted, into money all the assets of the Pool or of any Series. Upon making provision for the
payment of all outstanding obligations and unpaid expenses, accrued or contingent, of the Pool
or of the affected Series, the Board of Directors may distribute the remaining assets of the Pod or
of the affected Series ratably among the holders of the outstanding Units of the Pod or of the
affected Series.
(c) Upon completion of the distribution of the remaining proceeds or the remaining assets
as provided in (b) of this Section 14.4, the Pod or the affected Series will terminate, and the Board
of Directors will be discharged of any and all further liabilities and duties under this Agreement
pertaining to the Pool or the affected Series, as the case may be, and the rights, titles and interests
of all parties will be canceled and discharged.
Section 14.5 Open References Headings Principal Office. (a) The original or a copy of this
Agreement will be kept at the principal office of the Corporation where it may be inspected by any
Unitholder. All records of the Pool will be maintained in accordance with the Articles and Bylaws.
(b) Anyone dealing with the Pool may rely on a certification by the Board of Directors or
an officer of the Corporation as to whether or not arty supplements to this Agreement have been
made and as to any matters in connection with the Pod under this Agreement, and with the same
effect as IF it were the original, may rely on a copy certified by the Board d Directors or an officer
of the Corporation to be a copy of this instrument or of any supplement. In this Agreement or in
any supplement, references to this Agreement will be deemed to refer to this Agreement as
amended or affected by any such supplement to this Agreement.
placed(c) Headings are this
for convenience of reference
d any conflict, the ext d thisirtst rument, Agreement
only, and in case
than the headings, will control.
(d) This instrument may be executed in any number of counterparts, each of which will be
deemed an original.
(e) The principal office of the Corporation will be located at 217 Second Street, Suite 200,
Juneau, Alaska 99801 or such other office as the Board of Directors may from time to time
determine.
Section 14.6 A2029!2e Law. The terms and conditions of this Agreement will be governed by
and interpreted in accordance with the laws of the State of Alaska. The Corporation is a nonprofit
corporation incorporated pursuant to the Alaska Nonprofit Corporations Ad and further established
pursuant to the Alaska Investmert Pool Act.
Section 14.7 Amendments. (a) This Agreement and any Series Supplement may be amended
by a two-thirds vote of the Board of Directors. Such amendments will take effect at a time fixed by
the Board of Directors but in no event sooner than 60 days after notice of such amendment has
Common Investment Agreement - Alaska Municipal League InvWmeM Pool, Inc, page 16
been provided to all Participants holding Units of each Series aflecled by the amendmem. Such _
notice will contain a description of the amendment and the date such amendment becomes
effective. Participants who have not withdrawn from the Agreement (or N the amendment Is to a
Series Supplement, the affected Series) by the date upon which the amendment becomes effective
will be deemed to have consented to the amendment. Copies
of the amendment will be kept in
accordance with Section 14.5 of this Agreement.
(b) Notwithstanding the proviskxrs of (a) of this Section 14.7, creation of a new Series
and issuance of a new Series Supplement will be deemed an amendment to this Agreement, but
it may be effected by a majority vote of the Board of Directors and will not requirenotice
as
Participants described In (a) of this Section 14.7. Copies of the Series supplement will be
kepspecified in Section 14.5 of this Agreement.
Section 14.8 Fiscal Year. The fiscal year of the Corporation and therefore the Pool will end on
a date established by resolution of the Board of Directors arequired fiscal year of the Corporation
oard
of Directors may, without Participant approval, change
the and the Pool.
Section 14.9 Defect As To Provision or Particigw on. (a) The provisions of this Agreement are
severable, and If one or more of such provisions are found to be In conflict with applicable law,
such provisions will be deemed never to have constituted a part of this Agreement' provided
however, that such findings will not affect or Impair any of the remaining provisions of this
Agreement, or render invalid or Improper arty action taken or admitted prior to such finding.
(b) A Participation in this Agreement or transfer of assets to the Corporation for placement
in the Pool or to any Series of the Pool by a person who is not qualified, by virtue of law or
otherwise, to so participate, (1) will not operate to terminate this Agreement or the Participation of
other Participants and (2) will not Invalidate or otherwise adversely affect the Pool and the Interests
of those other Participants.
IN WITNESS WHEREOF, the parties to this Agreement, acting through their
resp4pctive governing bodies and authorized representatives, hereby execute this Agreement as of
199' .
ALASKA MUNICIPAL LEAGUE
INVESTMENT POOL, INC.
By:
its: Exrcut v� DireGroh
[SEAL)
1/14/93
INVPOOL:invegre.fin
INITIAL PARTICIPANTS:
CITY OF
By:
Its:
MUNICIPALITY OF
By:
Its:
Ld i 5 OROUGH
EXHIBIT A
Public Entities Who Have Entered Into the
Alaska Municipal League Common Investment Agreement
Date Entered Into Agreement
ALASKA MUNICIPAL LEAGUE
INVESTMENT POOL, INC.
Membership Documents
■ Common Investment Agreement
■ Investment Policy
■ Model Resolution/Ordinance for Participation
For oars Udormatlon on the Alaska Municipal League Investment Pool, Inc., contact
Alaska Municipal League
217 2nd Street, Suke 200
Juneau, Alaska 99801
INVESTMENT POLICY
FOR THE
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
Purpose
The purpose of the Alaska Municipal League Investment Pod ('Pool) Is to provide a means
for eligible political subdivisions of the State of Alaska ('Public Entities) to secure the maximum
investment return consistent with the preservation of capital and liquidity by pooling money
temporarily available for Investment To accomplish this purpose, the Alaska Municipal League
('AML) has formed the Alaska Municipal League Investment Pod, Inc. ('Corporation).
Authority for Organization
The Corporation was incorporated under the Alaska Nonprofit Corporations Act (AS 10.20)
and further established in accordance with the Alaska Investment Pod Act (AS 37.23.010-
37.23.900). The Corporation's membership is limited to Public Entities, Le., political subdivisions
of the State of Alaska, including municipalities and their subdivisions, school districts and regional
educational attendance areas.
The Pod was established by the Corporation in accordance with the provisions of the
Alaska investment Pool Act and in accordance with the Alaska Municipal League Investment Pool,
Inc. Common Investment Agreement ('Agreement'). Participation In the Pod Is open on a voluntary
basis to Public Entities who become members of the Corporation and execute an Agreement,
subject to the provisions of the Articles of Incorporation and Bylaws of the Corporation.
Investment Objectives
The investment objectives of the Pod in order of priority are as follows:
(1) Preservation of Capital - The Pod seeks to preserve to Investment policies
investment f all
and
participants through prudemanagement adoption
restrictions.
(2) Liigui�y . The Pool seeks to meet participants' needs for cash by maintaining a
high level Of portfolio liquidity and ktvasting In readily marketable securities.
(3) Return - The Pod seeks to attain the highest level of current income consistent with
the objectives of preservation of capital and IkluBdity.
Authorized Investments
The Pod seeks to achieve its Investment objectives by limiting its Investments to
instruments described below. All investments must comply with the statutory requirements of the
Alaska Investment Pod Act and are limited to the following:
(1)
Obligations of the United States and of an agency or instrumentality of the United
States.
DRAFT 10131/92
Investment Policy - Alaska Municipal League Imeetment Pool, Ina
page 2
(2) Repurchase and reverse repurchase agreements secured by obligations
of the
Treasury of the United States and obliged= of an agency or Instruentality d the
m
United States.
(3) Certificates of deposit, bankers acceptances and other similar obligations of a bank
domiciled in the United States that has
(a) outstanding
rating
g and higher by at least one of the nationally
recognized
(b) A combined capital and surplus aggregating at least
$500,000,000.
(4) Commercial paper and other short -tern taxable instruments that at the time of
investment, maintain the highest rating by at least two nationally recognized rating
services.
(5) Obligations of a corporation domiciled in the United States or obligations of a
municipality that are taxable under federal law, If the obligations are rated A or
higher by at least two nationally recognized rating services at the time of
investment.
(6) Collateralized certificates of deposit that are Issued by a state or federally chartered
financial institution that is a comrwrchd or mutual bank, savings and throughloan
and, if the WEMAWS accounts are irmxw the
association or credit union
appropriate federal Insuring agency ofthe nited States, regardless of whether the
institution meets the requirements of Item (3) above.
(7y Money market mutual funds in which the securities Of e the mutual
the fund
consof this
Of
obligations rated in this section and otherwise
Investment Pocky.
(S) Other cash equivalent Investments with a maturity date of one year or less after
date of the Investment that are of sirdlar quality to those listed in Items (1) - M
above, are rated A or higher by at least one of the nation* recognized rating
services and are approved by the Public Entitles participating in the Pod.
The Pod has also adopted the following Polies and reatrictiorw
(1) The management and investment of assets by the Pod will be done with theca an
skill, pntdenee and diligence under the d= tint an a prevailing of a Ike mer
institutional would use in the conduct
and with Ike aims.
(2) The Pod will only purchase securities with a remaining maturity Willi, 13 months
of the date of purchase. In the case Of a money market fund, the dollar weighed
average maturity of the portfolio will be 90 days or leas.
DRAFT 10/31110 Imaatrlsra Pod, WnG
Investment Policy - Alaska Munkipal laagrs
page 3
(3) At the tints of purchase. no more than 5 percent of the Poor* net assets will be
unrested in securities of arty ars Wsuer, unless the securities aro an obligation of
or guaranteed by the united States.
(a) At the time of pu dm% no more than 2s percent of the Poops total Irnestrne IIS
will be in securities of companies whose pruncod business is in the same industry.
(� The investments of the Pool win not include transactions in futures, options,
derM*a securities or shat sales.
(g)
investments In des of deposit under Item (6) above and the entire amount
of principal and interest payable upon maturity of the certincOeamuat be
collateralized by a combination of securities that are marked to market at least
monthly and have maturity dates comparable to the certificates of deposit being
consterelized but in nes event exceed five years. only the following securities may
serve as colateral:
(a) obligations of the united States with a maturity date
of fin a m leOr less
after the date of the pod's invesmsnt transaction, id
value
of at least 102 percent
(b) Seourklas in united States agencies ar securities, with��nty �e
traded, other than mortgage pass-through
of
m one year or bas after the date of the pod's unveetment trensac-
tkrn, and with a market value Of at bast 103 percent Or
(19 More than One year and less than be years after the date Of the
Poore kwgs nsnt uarsaction, and with a market value Of at least
107 percent;
(c) Mortgage pass4wough seotrnies issued by the Government National
Mortgage Association with a market vain of at Met 120 percent and
(di the fakp of its stats of Alataxing
p or ofPolitical
thepo � as ►tit
tune fun taktL tredR and taxing power Or
ivil-
slona, rated A or higfter by at Worst ors of the nsdorsfiy recogrnized rating
serAoss, with a maturity dace Of
(� ars year or less after the data of the Poore Investment transac-
tion, and with a market vale of at least 102 percent or
k
More
t tranone sactiioon, � market value of at lust 107YMS after the data of the 7
percent.
A finanabl Institution will not MWSW assign, est, mortgags, leas transbr, pledge
(7) or granta security interest In, encumber, substitute or otherwise dbpoes of Or
DRAFT 10/31/92
Investment Policy - Alaska Municipal League Investment Pool, Inc.
page 4
abandon all or arty pan of pledged collateral without prior written authorization of
the Pod.
(8) While the Pod purchases securities with the Intention of holding them to maturity,
It may, from time to time, engage in portfolio trading in an attempt to Increase the
total return on assets. In addition, cash flows Into and ort of the Pool may be
substantial in reletion to total assets of the PooL For these reasons, the Pool may
have a substantial portfolio turnover rate.
(9) The Pod Invests only in those issuers whose credit worthiness and compliance
with the applicable statutes and policies has been reviewed and found satisfactory
by the investment manager.
Net Asset Value
The net asset value per unit of the Pod will be calculated by adding the value of of portfolio
securities and other assets, deducting Its actual and accrued liabilities and dividing by the number
of units outstanding. it Is the intention of the Pod to maintain the net asset value per unit at $1.00.
The Pool's portfolio assets are valued on the basis of the amortized or accreted cost
valuation technique. This method involves valuing an instrument at its coat and dweaher assuming
a constant amortization to maturity of any discount or premium, regardless of the impact of
fluctuating interest rates on the market value of the Instrument. While this method provides
certainty of valuation, it may result In periods during which value, as determined by amortized or
accreted cost, is higher or lower than the price the Pod would receive If it odd the ktstrurnent. The
Pod has established policies to stabilize. to the Went reasonably possible. the price per unit at
$1.00. These policies include regular review of the market value of the Pod's portfolio holdings by
the Corporation and the right Of the Corporation to take corrective action, Including sale of instru-
ments prior to maturity to realize capital gains or k saes, withholding of dividends or redemption of
units in kind.
Although the Pod values Its Instruments on the basis of their amortized or accreted cost,
certain occasions may arise on which the Pod sofa some portfolio holdings prior to maturity. The
proceeds realized by such a sale may be higher or lower than the ori" cost, thus resulting in
a capital gain or loss. The Pod amortizes such gains and losses by adjustltg the dally not income
and distribution. Gains and losses will be amortized and distributed as soon as passible, but in
no case will the period mmeed one year.
Diversification
Investrnsnts will be diversified to minimize the risks of loss resulting from over -
tion of investments in a single maturity, a specific Issuer, a specific class of security or a specific
financial Institution.
Safekeeping and Custody of Securities
All investments purchased by the Pod, and of securities pledged to the Pod as collateral,
will be held direly by a third party custodial bank as agent for the Corporation in administering
the Pod.
DRAFT 10/31192
investment Policy - Alaska Municipal League Investment Pool, Me.
Paye a
Reporting
The investment manager wUl submk to the Corporation and participants in the Pool monthly.
quarterly and annual Investment reports that describe the a ctivides of the Poem9 sum martes
terms of the portfolio in of irnesttnerit transactions, mahxRies. risk categories, MUM and other
features. The annual report will include a disclosure a warnerht on the management and open
of the Pod which will include an annual audit as of June 30 of that year. The audit will be
participantparfeiinthae pool oorr a contrapublic ctor n icansecl of Alaska who� ���Investments
services for the Pod.
Controls
The Corporation's eztemal auditors will review or cause to be reviewebe d � m�u�
least annually, administration of the Pool. Pod security transactions
basis by a neutral party external to the Investment function to assure compliance with this policy.
OualBlcations of Investment Managers and Other Ins"lons
The investment manager, custodian and other financial P i ool will be who
will on provide
irnrlity to and other services
01 this Investment Pte. s��y � investment manager must
ability to meet the Objectives
be one or more of the following:
(1) q andntt der the federal registered
get�.urn� change Act of 1under AS 934.
(2)
of the Alaska securities
(2) An investment adviser registered under AS 45.55.030 of the Alaska securities Act
and under time federal Investment Advisers Act of 1940.
(3) The Alaska Department of Reverai L
(4) A flnancial irwthtAlon that is a stare or federally dl8rtered commercial or mutual
bank, savings and ban association or cradh union ff the institutions accounts are
insured through the approprWe federal InSINIrn9 a9WICY of the United states, and
I the insaution has trust pourers under stats or federal law.
sbalers and banks)
The khvsatrthent man ger will evaluate the financial k>sdtutioris (broker
which offer khve
and other Institutionsonent securities to the Corporation based on their ability to
mmmaw
meet the objec&A$ of this Investment PON Admkhialretive D of tthe kwestrthert
will require an analysis of the credit charecteristkx, cepksftation, Okies, financial
w and
history, client reterenoaa and other relevant kttcn MOW concerning
the crs& competitiveness of each of than flnanclal and other insau9lormA
DATED this day of 1g9z
ALASKA MUNICIPAL LEAGUE
INVESTMENT POOL, INC.
ORGANIZING DOCUMENTS
■ Alaska Investment Pool Act
(AS 37.23.010 - 37.23.900)
■ Articles of Incorporation
■ Certificate of Incorporation
■ Bylaws
For mon Information on the Alaalts Municipal League Investment Pool, Inc„ contact
Alaska Municipal League
217 2nd Stoat, Suite Zoo
Juneau, Alaska 99801
907-5811-1325
LAWS OF ALASKA
1992
Scums Chapt%6"
HCS CSSS 3711FIM 6
AN ACT
Reladap to iavamem pods far public wdda; wA pwWinS tar ae dbcdve des.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF ALASKA:
THE ACT FOLLOWS ON PAGE I
Appro"d by do Comoms Jme 15, IM
Adad Esludo Done Jane 16.1992
Chapter K
AN ACI'
1 Relating m mves meot pools for public entities: sod providing for a effective due -
2
3 • Sadioa L f?URPOSL The PmFN I mf this Aa is to ptwido a macs for aauain public cant" 0
d Beane the maximum iwamtat 'Mn eotttivat *"h theFUWV@dm of apital ed u9nidiry by
5 POWai tt>ottey=111oreift "ail" far invatuott , The Act allows (Or drc ernb6sltmat of
i (1) centralized invemaem through Pooling of camin availabk money by Participating
7 public WAUM Mad
i (2) opwadmill and mvumzm a'=" far invezmbnt Pooh in order m amnia rhe
! comimam investment taum for" public eadties- money coosisxm with the Ptaervadm of capital and
is liquidity.
11 • See. 2. AS 29.35 is amended by adding a new Ncti m m Rad
12 See. 29.35.015. 1NVESTbW4T POOLS. A manieiWlity may inveat money in
13 iwesuom pools for Public eandu a mthm(md under AS 37.23 only if that municipality has
4- MCS CSSB 374(M
Chapter K
1 obtained the consent of its governing body through an ordinance authorizing the participation.
2 • Sec. 3. AS 37 is amended by adding a new chapter to read:
3 CHAPTER 23. INVESTMENT POOLS FOR PUBLIC ENTITIES.
4 Sec. 37.23.010. INVESTMENT POOL PARTIClPAT1ON. (a) Subject to this chapter.
S a public entity tnay enter into an agtament with other public entities to foam and manage an
6 invesmtan pool under which funds of the participating public enu m are administered ad
7 invested jointly. A public entity, by itself or with other public entices, may form a nonprofit
3 eotpontio n for the purpose of nunaging an iavesntadn pool.
9 (b) A public entity participating in an investment pool or a nmpmfit wrpancm fol,
it under (a) of this section may spend money reasonably necessary for the management of the pool.
11 including the employment of sufi'. Income from invaomenu of the pool may be used for
12 management costs.
13 (c) The registration requisaoents of AS 43.55'do not apply to an investment pool famed
14 under this chapter or to padcgmM public entities with respect to activities of the pool.
YS Sac. 37.23.020. AUTHORIZM INVESTMENTS. An investment pool may invest any
is in securities that bave a (Seal msmeity data within 13 months it* the dace of purchase
17 Invesmem may only include
is (1) obligations of dm United Saes and of an agency or W mhmmulity of the
if United Stasis:
20 (2) repurchase and reverse mputchase agreem nim secured by the Treasury of the
21 Untied Sums ad abHpdom of as agency or instrumentality of rho Untied Saes;
22 (3) aeoflara at deposit, baolmes mcopahasand ouhrr shmOw obligations of
23 a bank domiciled in the United Saes ohm hes
24 (A) outstanding debt rand A or higher by at 10001 am Of due astoneny
26 recapimd making Services; and
26 (B) a ambimd apid and surplus agOegadng at 10001 SS00 000000:
27 (4) commercial paper sad other short-term msabb huaumwm dmL at the dura
25 of inves m rat, mriomia the MOM mdog by at MM two ttadoaally MOP=d reriog SetviM
29 (S) obbpdoos d a aoepaeafoa domiciled in the Uaimd Saes of obligations of
39 a municipality ohm are rasabk under, bda W law, if the obligations me tamed A at higher by Is
31 hot two mdoeaBy recognized main{ savm at dm time of iays01maM
HCS CSSB 374(FDI) -2-
Chapter K
1 (6) certificates of deposit that are issued by a state or federally chartered financial
2 imsunmon that is a commercial or mutual bank, savings and loan association. or credit Union and
3 if the institution's accounts am insured though the appropriate federal insuring agency of the
4 United States, regardless of whether the msduam meta the requirements of (3) of this section:
S (7) money market funds in which the securities of the fund consist of obliptions
6 lined in this section and otherwise mteet the tequieemena of this chapter,
7 (g) other ash equivalent investments with a maturity data of one year or less after
g data of the hnvesmtat that at of similar quality to those listed in (1) - (7) of this section, are
! rated A or higher by at least one of the nationally recopimd ruing services, and ere approved
10 by the public entities participating in dot investment pool.
it Sam- 3723.030. COu,A'1MALMAT1ON. lwatment in certificates of deposit under
12 AS 37.23.020(6) and the entire amount of principal and interest payable upon maturity of rhe
13 ars Mats must be eollammiimd by a ambinauon d set unties that are marked to marker u
14 least monthly and have maturity dates that do not exceed five yars. Only the fo0owing
1S securities may serve as collateral:
16 (1) obhpdms of the United States with a maturity date of five years of less after
17 the data of the pool's investment ramaction. and with a masks value Of In 101110 102 PCMM
1g (2) uemiues is Unhad Soon apwm or mmmeealma thatate aedvaly raded.
if other than MwWp pmrtmough same" with a mataky data of
20 (A) am year or leo after the date of due pool's invamat transaction, and
21 with a matks value of at ism 103 psemc
32 B) d mere dm one year atd leu duan five yon afro the data d the
23 Poops invameat aam11aion. amt with a mods value of u kms 107 Paccar:
24 (3) mertpp Pu11'tmoads ucwmu issued by tba Gwm= m NationalMartpp
25 As@Odadaa with a mmkK value of at 10x10 1201
76 (4) obliptioea of do state or is polital suhdivato ax mond by the full faW4
27 credit. and axing power of the came of ha political sakdivioam, road A or MOM by er kaat tem
20 of the nationally eempt1111d erg aavWW with a maturity data of
H (A) oro year or hoer after the data of the pod's Wvamm 911ouetim and
30 with a maks value at at kat 102 patantt
31 (B) mole tho am and lam dm five years aha the data of dte Pinch's
-3- HCS CSSS 374MM
Chapter K
I investment transaction, rd with a malice[ value of at least 107 percent.
2 See. 37.23.040. PORTFOLIO RESTRICTIONS. The portfolio of m investment pool
3 under this chapter may not contain
4 (1) mere dun Ove percent of total invesanmts im secur(des of one issuer unless
S the securities an an oblipdon of or Suranteed by the United States;
6 (2) mere than 30 percent Of Well investments in sewrides of companies whose
7 principal busiaets is in die same industry: or
s (3) transactions in futures, options. derivative ucu"dm or &bort sacs
S Sea 37.23.030. INVESTWNT MANAGEMENT. The public entitle pudciPadaS ins
10 an iavesommt pod under to chapter sluff provide for mmasdoam of mveslmeon to the pod
11 by ennaactins for iovesm mt nonapmm gad melded services with
12 (1) a securities btolu 4saier metaund under AS 4535.030 and under 15 US.C.
13 780 (Securities Exehmp Act of 1934)c
14 (2) m ievesma adviser m med under AS 4535.030 and leder 13 US.C.
Is Wbo3 Onvawent Advisers Aa of 1940k
i4 (3) die Deper®ent of Revenue; er
17 (4) a Hernial institution that is a sena or hderaliy eharured commercial or
is mound bank savimp atd Iom assn iadon. or addle union if the iosunruans's aoewots an
19 insured throup the approprim federal i NWM APVICY of the United stam and if the umum a
29 has teat pow= under, ansa or federal law.
21 See. 37.23.060. INVESTMENT RESPONSMBdTIEL The mompmaou and rove mat
22 of nater& by mva m« Poor *0 be dome with dee we. &lull. pradeam amt dapace under
23 do cmumsmoa stem permli°s that an inmAned imvaam would use in do conduct of m
24 emaprim of a Blot: ednraem ad with tine aims
25 See. 37.23.070. REPORTS. DLWI.=URE STATEMENT. W The ed an
26 Wvaam Pod da pm ids to steer prdeipsims p b k endtiss a moaddy report on the
27 allocation of imemar of bmmmmn of the tool and &Udbims aarvida of the pool At WM
28 sunumAy. die mawser of m mvemmm Pool shall pomAde a OWIM re atatemaar on rife
29 mm"j, ant and open of the pool o each pfblie andty pwdcifspis dr pool The
38 disclosure: statemmr must mclude a copy of the mmrl Sadie n**" under AS 37.23M
31 (b) A pubic amity PwdciP&ft in se invues ess pod that is m arpn(ftadao composed
HCS CSSB 374MM -&
Chapter K
I of political subdivisions of the state shall promptly provide a copy of each report or statement
2 received under (a) of this section to its members who are participating in die investment pooL
3 (c) The manager of m investment pod shall provide to a pospecdve participant in the
4 pool copies of mombly reports prepared under (a) of this section for the past yew. and a copy
S of the moa recant diselois statement prepared wrier (a) of this section
ti Sec. 37.23.080. ANNUAL AUDIT. By September 30 of each yew. the manager of an
7 investment pod shall submit to time participating public entities an audit of the pod's investments
g at of June 30 of that year. The audit must be performed by a certified public accountant licensed
! under AS OIL04 wbo is not
U (1) an employee of a pub amity participating in the investment pod; or
Il (2) a comm= or an employa of a contactor who performed investment
12 services for the Imvesmramt pod.
13 Sec. 37.23.090. LIMITATION OF LIABMM. The state, except when providing
U inves®mt mmapmcut and related services under AS 37.23.030(3), and participating public
1s amides are nes liable for my act or omissions of so investment manager with wbom the
1i patti<agtiog coda have ceotacsed for investment management and related services under
17 AS 37.23.050.
1s Sea 37.23.900. DEFINITION. For purpose of this chapter. "public entity" means a
If political subdivision of the wee, including a municipality end its subdivisions. a school district.
20 a regional educational atmdaoce area, or an orpmiradon composed of political subdivisions of
21 the star.
22 • Sao 4. Ibis Act takes effect immadissely under AS 01.10.070(c).
-5- . HCS CSSB 374(FIN)
ARTICLES OF INCORPORATION
OF
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
Alaska
'rho undersigned, acting as the incorporators under the provisions of the Nonprofit
Corporations Act (AS 10.20), adopt the following Articles Incorporation
of f the Corporation:
Ito
ARTICLE I
The name of this Corporation Is ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
ARTICLE It
The Corporation's duration will be perpetual.
ARTICLE III
The Corporation will have only one class of `rating members consisting of public entities in Alaska
defined as political subdivisions of the State of Alaska, including municipalities and their
subdivisions, school districts and regional educational attendance areas. The manner of election
or appointment and rights of members will be set forth in the Bylaws.
ARTICLE IV
The Corporation has been formed under the Alaska Nonprofit Corporations Act (AS 10.20) and the
Alaska Investment Pod Act (AS 37.23.01037.23.900) at the direction of the Alaska Municipal
uwhich ip l
League as a service to Its members and to other public entities. The purposes
Corporation for are
services to members and as the members approve by at Mast atwo-
thirds majority vote, all of which purposes must be permitted for nonprofit organizations whose
members are public entities as set forth in Section 115 of the Internal Revenue Code of 1980, as
amended.
ARTICLE V
The regulation of the Internal affairs of the corporation
will be governed by the Bylaws of the
Corporation and will be controlling in the governing of the Corporation.
ARTICLE VI
The address of the initial registered office for the Corporation will be Alaska Municipal League, 217
Second Strook Suits 2DO, e Alaska SgWI. name of the initial registered agent of the
Corporation at the address wbei
ARTICLE VII
Thenumber of directors constituting the initial Board of Directors Ofthe Corporation will be seven,
and the Board of Directors may be expanded by at least a majority vote of the board as provided
in the Bylaws of the Corporation, provided that the Board of Directors of the Alaska Municipal
League will at all times have power to nominate, elect and otherwise appoint persons to a
designated simple majority of the positions on the Board of Directors of the Corporation, andng
members will at all times have power to nominate and elect persons
to the other designated positions on the Board of Directors of the Corporation.
Articles of Incorporation - Alaska Municipal League Investment Pool
page 2
The names and addresses of the persons who are to serve as the initial directors of the
Corporation are as follows:
Jerome Selby
710 MIN Bay Road
Kodiak, Alaska 99645
Egon Braden
532 W. 6th Avenue
Anchorage, Alaska 99519
Judith A. Slayer
809 Pioneer Road
Fairbanks, Alaska 99701
Kevin Ritchie
155 S. Seward Street
Juneau, Alaska 99801
Ross Kinney
144 North Binkley Street
Soldotna, Alaska 99669
Willie Goodwin, Jr.
3rd and Mission Streets
Kotzebue, Alaska 99752
Harold Ivenoff
General Delivery
Atqasuk, Alaska 99791
These initial directors will serve until the first annual election of directors or until the organizational
meeting of the Board of Directors of the Corporation, which ever occurs first.
The terms of office of directors may be staggered as provided in the Bylaws of the Corporation.
ARTICLE VIII
The names and addresses of the incorporators of the Corporation are as follows:
Willie Goodwin, Jr.
3rd and Mission Streets
Kotzebue, Alaska 99752
Rosales T. Walker
1220 Glacier Ave., No. 208
Juneau, Alaska 99801
ARTICLE IX
Jerome Selby
710 Mill Bay Road
Kodlek, Alaska 99545
Upon the winding up and dissolution of the Corporation and disbursement of member accounts
to the corresponding members of the Corporation, and after paying or adequately providing for the
debts and obligations of the Corporation, the remaining assets will be distributed to those public
entities who had been members at some time during the three-year period preceding the
dissolution date e"Ashed by the Board of Directors, in proportion to their respective contributions
to the Corporation during the three-year period immediately preceding the dissolution date. In the
event that any one or more of the public entities is unwilling or unable to accept such a distribution,
the portion that would have gone to those Public Entities will be distributed pro rata to the members
that remain at the time of dissolution of the Corporation.
ARTICLE X
The power to adopt, after, amend or repeal the Bylaws is vested exclusively In the Board of
Directors of the Corporation.
IN WITNESS WHEREOF, the undersigned incorporators of the Corporation have hereunto set their
hands this _ day d 1992.
STATE OF ALASKA )
) se.
THIRD JUDICIAL DISTRICT )
BEFORE ME, Ilmur>daraiprledaulhaly.PW*0n* X I Jma.*Sefby.
who. SO by no being duty sworn deposes and steles that he is an Incaporaar in t1»
faspokq ARTICLES OF INCORPORATION: to he has rsed Ise above and boo
ARTICLES OF INCORPORATION and Imm tin axsenb Inrskl; and that each and d
of said has and mtatara m true and oorrea to tin bast of hie Monnsib and bdaf.
• •r
STATE OF ALASKA )
) as.
raA
UDICIAL DISTRICT )
BEFORE ME. Ise >s>deraIg aumarly, peraondy appeared Wills
Goodwin, Jr., who, that by rt» betel duly swon deposes and aides 00 he is on
above nd boWks0 ARTICLES INCOWMTTM wd knows the cor tm twain;
and dW each and d of said has nd memos w true and >arrsa a the beet of Ids
h on- aft and b".
•r �
STATE OF ALASKA )
) stf.
FIRST JUDICIAL DISTRICT )
BEFORE ME. to ts>denipned aulho fty, personally appeared Raw" T.
Wdar, who. *st by me bWq duly W m deposes and sfa me the ahs k n irsoorpoosim
h t o lorepokq ARTICLES OF INCORPORATION: that *ohm rsed the above and
lorepoirq ARTICLES OF INCORPORATION and haws to oonterrh dow : and that
etch arse d of said has nd m W ars true and oared m the beat of her im fti nalb
nd belief.
I
FILE NO.: 50063-0
State of Alaska
Department of Commerce and Economic Development
Division of Banking, Securities and Corporations
CERTIFICATE
OF
INCORPORATION
Nonprofit Corporation
The undersigned, as Commissioner of Commerce and Economic
Development of the State of Alaska, hereby certifies that duplicate
originals of the Articles of Incorporation of
ALASKA MNICIPAL LEAGUE INVESTMENT POOL, INC.
have been received in this office and are found to conform to law.
ACCORDINGLY, the undersigned, as such Commissioner of Commerce
and Economic Development, and by virtue of the authority vested in him
by law, hereby issues the Certificate of Incorporation hereto a duplicateand attaches
original of the Articles of Incorporation.
08-120N (Rev. 9/88)
IN and affix the Great SealEof the State of Alaska oate
r
July 29, 1992.
Paul Fuhs
COMMISSIONER OF COMMERCE
AND ECONOMIC DEVELOPMENT
3841 M-4
Iswed W- comoratfans fin, pp Box 0. Juneau Alaska 99811. Telephone (907) 465.253
BYLAWS
OF
ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.
ARTICLE 1- OFFICES
Section 1. Rena KMI 00— A registered office will be maintained by the Corporation in to State
of Alaska at such location as the Board of Directors, from time to time, designates.
Section 2. Other Offices. The Corporation also may have offices at such other places both within
and without the State of Alaska as the Board of Directors may from time to time determine or as
the business of the Corporation may require.
ARTICLE II - MEMBERS
Section 1. Oualfications. (a) The Corporation will have one class of voting members Consisting
of public entities in Alaska defined as Political subdivisions of the State ofAlaska,including
areas.
municipalities and their subdivisions, school districts and regional educational dance
The Corporation may enter into an Alaska Municipal League Investment Pool. Inc Common
Investment Agreement with a member.
(b) A person seeking to be a member under this Section 1 may become person semember only
the oconditions of this Section 1Dlrectors and Articale VII of Bylaws. so king
as that (c) As a basis for its approval of an application for membership In the Corporation
ordinance
a
person, the Board of Directors will require the person to provide a certified copy
of an by the corresponding governing body
(in the case d a municipality and its subdMsbnsurenactthe case of other public entities as defined
or a certified copy of a resolution or other Procell (I di governing body-
resolution
ody The ordinance or
in (a) of this Section (1)) adopted by the corresponding 9 anted by the Board d
resolutkxn must be in a form as adopted, approved o otherwise
Directors. The following approvals and authorizations must be contained within the ordinance or
resolution:
m Approval of public entity membership in the corporation and the terms and
conditions of the investment pool agreement between theCor om bir the
the
person and other participants in the investment Pod
Corporation:
f9 Authorization for one or more officers of the Person to execute and deliver
the investment pod agreement and any amendments to it to the Corpora-
tion and to do other acts to allow the person to become a member
of the
Corporation, and
(iii) Authorization of the transfer of public funft of the person to the Corpora-
tion for placement and investment In the investment Pool administered by
the Corporation.
of electing directors
Section 2 n ^� ',on d Me let nos AU meetings d members, forte efore the b will be
and for the transaction of such other business ae Property �Y held in
held during the week of November each yew orhon such other day and at e annual conference of such time ase Alaska uwiti be designatednicipal L989u9 dbby he Board
Of Directors.
Byte" - Alaska Municipal League Investment pool, Inc.
page 2
Section 3. Soecial Meetings. Special meetings of the members may be called at any time by the
president, the Board of Directors, or members holding not less than one-tenth of all the votes
entitled to be cast at such meeting.
Section 4. Notice of Meetings. Written or printed notice staring the place, hand meeting our of e
meeting and, in the case of a special meeting, the purpose purposes
for called, will be delivered not Was than 10 nor more than 60 days before the date of the meeting,
either personally, by mail or by facsimile transfer to each member of record entitled to vote at such
meeting. Only members of record on the record date established by the Board of Directors
pursuant to Section 6 of this Article II will be entitled to notice of such meeting.
Section 6. Quoni Lj01AggUmmqM& Members holding a majority of the votes entitled to be
cast, present in person or by electronic media, will constitute a quorum at all meetings of the
members for the transaction of business except as otherwise provided by applicable law or by the
Articles of Incorporation for the Corporation. ff, however, such quorum initially Is not present or
represented at any meeting of the members, those members present In person or by electronic
media and entitled to vote will have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum is present crepresented.es ay raAAt such
reconvened meeting at which a quorum is present or represented, any
cted
which might have been transacted at the original meeting.
Section 6. Voting Rights (a) The persons entitled to receive notices of and to vote at any
member meeting will be determined from the records of the Corporation on the record date of
mailing of the notice or on such other record date determined by the Board of Directors, but in no
event more than 60 nor less than 10 days before such meeting fixed in advance by the Board of
Directors.
(b) A public entity will be entitled to vote as a member of the Corporation at an annual or
special meeting of members: provided that the ipublic e� hras onan rn��d�gunt determined
by
he
the Board of of Directors
maintained th ughmeeting
the Corporation.
investment pool
(c) Except, and to the extent, provided otherwise by express provision of applicable law
or of the Articles of Incorporation of the Corporation, each member entitled to vote at a meeting tN
members will have one vote registered in the name of the member in the membership books of the
Corporation.
(d) If a quorum is Pry at any meeting, the affirmative vote of a majority of the votes
represented at the meeting and entitled to vote on the subject matter will be the act of the
members, unless by proviskin of
statute or of the Articles of Incorporation of
the
Corporation a d'dferent vote isrequired, in which case such express Provision
will govern and
control.
Section 7. .'m.w. M, eipetronic Media. The members may meet and transact business at an
or meeting by electronic media If the folkrwing procedure is followed: (1)
annual meeting special
notice to members of the time and kications where the meeting will be held by electronkn m��
as
been given in the same mariner as M the meeting were held in a he tingle the meeting were
in
attendance can hear and have the same right to participateulat in hs and
conducted In person: and (3) copies of pertinent reference materials, statute media d
audio-visual materials are reasonably available to the members. A meeting by
provided in this Section 7 has the same legal effect as a meeting In person.
Section B Vating� Mb Aa of a public entity whichisa member of the Corporation may
be voted f such officer a agent as the body � that entity may determine by ordinance
absence of such provlsbn, as the governing body
Bylewa - Alaska Municipal League Investment Pool, Inc.
page 3
or resolution as provided by law; provided that voting by Proxy at a meeting of members of the
Corporation is prohibited.
ARTICLE III - DIRECTORS
Section 1. P All corporate powers will be exemised by or under the authority of, and the
business and affairs of the Corporation will be managed under the direction f, e
directors of the Corporation ('Board of Directora0 except as eVM* provided
Alaska Statutes AS 0.20, the ARicies of Incorporation of the Corporation or these Bylaws.
constitutof Directors
Section 2. Numbs.. (a) The number of directors whichwi a e amendingthe wholeB
1these Bylaws
woard
by
will be seven until the number is changed by �ich that the board of directors the
et (east s simple majority d the Board of Directors; providedr to nominate, elect and otherwise appoint
Alaska Municipal League will at all times have Powe
persons to a designated simple majority of the positions on the Board of Directors, and the
have power to
mal meeting of members of the Corporation
members will elan annual or spec on the Board of Directors.
nominate and elect persons to the other remaining designated positions
(b) No reduction in the number of directors will have the effect of removing any director
prior to the expiration of that Person's tern of office.
Section 3. Term- (a) At the first annual election of directors and at each annual meeting thereafter
persons will be elected to the Board of Directors to hold office until each successor is elected,
qualified, and accepts office lass
(b) The Board of Directors will b dividedi t three
ehdClasses:
d s � lie numbetll of the Band oard.
Each such class will consist. as nearly possible.
The initial Class 1 directors as determined by the inkjet Board of Directors will serve until the next
Annual Meeting following such date. The initial Class 11 directors as determined by the initial Board
of Directors will serve until the second Annual Meeting following such data. The Initial Class 111
directors as determined by the initial Board of Directors will serve until the third Annual Meeting
following such date. In the case of each such class such directors wfU gefvesubteject By
earlier death, resignation or removal in accordance with the Articles of Incorperel
and the laws of the State of Alaska, until their respective
successors will be elected and will be
will be elected to hold office for a term to expire at the third
qualUied. At each Annual Mae" after the date of such filing, the directors chosen to succeed
those whose terms will have expired
succeeding Annual Meeting after their election and, subject to thak garlic. death, resignation or
removal in accordance With the Articles of Incorporation. the Bylaws ander H thaaws n u e Stst f
of Alaska until their respective will be elected and will be qual'such classes so number
to
directors b changed, any Increase r ch mbar possible, and Wasse wilt be apportioned additional director elected to any
maintain ail classes as equal
class will hold office for a term which will coincide with the terms of the other directors in such
class.
(c) Aa used in these Bylaws, the tears 'whole Board' or 'entire Board' will mean the
would have under these Bylaws at the time of determination
number of directors the Corporation
W there were no vacancies the death,
Section 4. VacanC10 (a) A vacancy on
the Board of Directors will OM upon
resignation or removal of any director.
(b) Any director may resign at any time by giving written notate to the Board of Directors,
the President, or the Secretary of the Corporation' Any such resignation will take effect upon
the resignation of
receipt of such notice or at any later time specified in the notice. be I I� to take office when
a director Is tendered to take effect at a future time, a successor may
the resignation becomes effective.
Bylaws - Alaska Municipal League Investment Pool, Inc.
pegs 4
(c) n Vacancies on the Board of Directors will be filled as follows:
(A) B pertaining to a director position within the allocation of directors
to the Alaska Municipal League under Section 2 of this Article III,
by a majority vote of the board of directors of the Alaska Municipal
League at a regular or special meeting of the board of directors of
the Alaska Municipal League; end
(B) If pertaining to a director position within the allocation of directors
to the members under Section 2 of this Article III, by the Board of
Directors.
@ Each director so elected will hold office for the balance of the unexpired
term of that person's predecessor and until that person's successor is
elected, qualified and accepts office.
(d) In no case may a vacancy continue for longer than six months or until the next annual
meeting of the members, whichever first occurs•
Section 5. Qualln ions, (a) The qualifications for individuals app0lnted or elect to the Board
of Directors are as follows:
(i) Must be at least 21 years of age; and
(ii) H to be elected by the members of the Corporation, must be nominated by
a least one member of the Corporation; and
(ii) if to be appointed by the board of directors
the Alaska
lskAlaska Municipal
League, must be designated as the repress
League.
(b) (>) in addition to the provisions of (a) of this Section 5, the composition of the Board
of Directors must at all times meet the following criteria:
(A) A simple majorriy of the Board of Directors must be composed of
individuals appointed by the board of directors of the Alaska Municipal
League and designated as its authorized repreaentatNes;
(B) A simple majority of the Board of Directors must atke mpoof a public
individuals each of whom Is an au xxftgd epresentkw i� services
antsy which ls o oradoactive , Le.. pu that has entered Into an
offered by the Cl League i e„ a public ihn through due
Alaska Municipal League Co as a investment Ante in an Investment
and pry anAhorfzation' has a rtrt fined by the Corporation and
account held in the investment Pool
has not terminated that status; and
(C) A simple majority of the Board of Di m professional ed rof
individuals
ala each of whom d *Once accounting or business.
potence In the fields of investment.
Notwithstanding other provisions of this Section 5. in the nomination be election
en to
iof n any individual to the Joao n Directorsei� cotlOn in the fields of
individuals who display
investment, finance, accounting or business.
Bylaws - Alaska Municipal League Investment Pool, Ina
page S
Section 8. Executive Committee Other CoMMI'll es (a) The Board of Directors, by resolution adopted
by at least a majority vote of the entire Board of Directors, may designate, from among its members, an
Executive Committee of that board composed of at least two directors. The Executive Committee will have
authority as set forth by resolution of the Board of Directors or these Bylaws, except as provided in (b)
of this Section 6.
(b) The following areas of responsibility are expressly reserved to the Board of Directors and will
not be delegated to the Executive Committee:
() Approving or recommending to members actions or proposals required by Alaska
Statutes 10.20 to be approved by members;
(1) Designating candidates for the office of director or filling vacancies on the Board
of Director: or any committee of the Board;
(ii) Adopting, altering, amending or repealing the Bylaws;
(iv) Approving a plan or merger, sale of assets or other reorganization of the
Corporation;
(v) Authorizing, approving or ratifying contracts or other transactions Involving the
Corporation.
(c) The designation of the Executive Committee, the delegation to that committee of authority or
action by that committee under that authority does not alone constitute compliance by a member of the
Board of Directors or that committee with the responsibility Imposed by law including to act in good faith,
in a manner the member reasonably believes to be in the best interests of the Corporation, and with the
care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances.
(d) The Board of Directors, by resolution adopted by at least a majority vote of the entire Board
of Directors, may designate, from among its members or otherwise, other committees for specific
purposes of the board not otherwise Inconsistent with these Bylaws.
Section 7. Meetings. (a) Regular or special meetings of the Board of Directors or of the Executive
Committee will be held at such place as may be designated from time to time by the Board of Directors
or any other person calling the rtww". Meetings of the Board of Directors may be called by the
President or by at least three directors on the Board of Directors. Meetings of the Executive Committee
or another committee appointed by the Board of Directors may be called by the chair of that committee
or by at least two members of that committee, as the case may be.
(b) The first meeting of each newly elected Board of Directors will be held, without notice,
immediately following the adjournment of the annual meeting of members.
(c) Regular meetings of the Board of Directors, or of the Executive Committee, or of another
committee appointed by the board may be held, without notice, at such time and Place, as will from time
to time be fixed by the board or these Bylaws.
(d) Special meetings of the Board of Directors, or of the Executive Committee, or of another
committee appointed by the board will be held upon either notice in writing
nt5days ore commun ca -
meeting or notice by electronic means, personal messenger, or comparableperson-to-person
tion given at least 72 hours before the meeting. In the case of a special meeting, the notice must include
disclosure of the business to be transacted and the purpose of the meeting.
(e)Any another co' mmittee appointed by the Directors, d which has been dduy noticed and
Bylaws - Alaska Municipal League Investment Pool, Inc.
which could properly be held by the directors or the ng in P M committee um
quest bort of the President, oar tthe request
Corporation of at Inst three directors on the
question, as the case may Committee or other
Board of Directors Or at least two mambos of the Exeoviaoo e ence telephone or
co mmittae, as the case may be, be conducted
similar mans of simultaneous electronic corlummicoarL t stat the
authority, to meet and transact business by such electronic media must follow the
foibwing procedures:
(A) Notice of the time and locations where the meeting will be held by
electronic media has been given In the same manner as It the meeting
were held in a single location;
(B) Officers, directors and other participants in attendance can hear and
have the same right to participate in the meeting as fi the meeting were
conducted in person; and
(C) Copies of pertinentreference materials, statutes, regulations and audio-
visual materials are reasonably evellabie to officers, directors and partici-
pants at the meeting.
00 A meeting by electronic media as provided in this subsection (6) has the same
legal effect as a meeting in person.
Section 8 Quonj (a) A ms)orty of the directors at a meeting of the Board of Directorsof the directors
bled will constitute a quorum for the transaction of business. The act of at least a nAorihr
present at any meeting of the Board of Directors a< which a quorum is prArticies esent wiU be the act of the Board
of Directors, except as may be other see ly provided by ffi mof Incdirectors,otthis
Corporation or by these Bylaws ff e quorum ktmally b not present
directors present at that meeting may adjoum the meeting iron time to time, without notice other than
announcement at the meeting, until a quorum is present.
(b) A majority of the directors at a meeting of the Executive Committee or another committee
appointed by the Board of Directors duly assembled witl cornMilt a quorum for the transacts that
business. The art d a majority
Of the members of such a committee present at any meetatg
comumittee at which a quorum is Present witl be the act d that otnmtttee, except ash a hOINVIN
quorum
spm provided of this Corporation or thea BY
adjourn t not Present o meeting * d v ch ��mittee, the members Present It UW Mee" may
oher than announcement at meeting. until a
adjourn the meeting from tint• to tkr�. waFtou<
quorum is present ed simple majority of the
Section g. R""""'t ot Directors. (a) Persons who are a part of tits designated to attic board by the
positions on the Board of Directors nominated, elected rem ese ftdnd by other persons by
board of directors Of the Alaska Munidpal League maymeeting
a vote of at last a simple majority of the board of directors of the league at a regular pr special
of the board of directors of are bagus.
(b) Persons who are a Part of the designated minority of the positions on the Board of Directors
the members of the Corporation may be rerttoved and replaced
nominated and elected
to ination and election of other
persons at an annual or special meeting of
by other persons by
members as otherwise provided in thea Bylaws.
page 6
Sylaws - Alaska Municipal League Investment Pool, Inc.
ARTICLE IV - NOTICES AND WAIVERS
page 7
Section 1. Form of Notices. Whenever under the provisions of statutes, of the Articles of incorporation
of the Corporation or of these Bylaws, notice is required to be given to any director or member, it will be
given in writing, by mail, by facsimile trerhsfer or by telegram, addressed to such director or member at
ag
such address sand such notice by Maiappears on the l
of be deemed o be given at le time whendepositedit ent the Corpor8fi0m It by mai, will be a with in the
thereon prepaid,
United States mail If addressed to a member, the address of the member will be used as appears on
the ed with the
that the notice be mailed tbership books 01 o a different addrer, I the member has ss, he Corporation will m he notiSecretary
cer oathat other address.
Section Z Attendance at Meetings. Attendance by a member or a director, either in pecrson e Is made
electronic media, will constitute a waiver of notice of such meeting, except where an appear
for the express purpose of objecting to the transaction of any business because the meeting Is not
lawfully called or convened.
Section 3. Waive . Whenever any notice is required to be given under the provisions of statutes, the
Articles of Incorporation of the Corporation or these Bylaws, a waiver of the notice in writing, signed by
the person entitled to the notice either before or after the time stated in the notice, will be deemed
equivalent to the giving of that notice.
ARTICLE V - OFFICERS
Section 1. i i . The officers of the Corporation will be a President, a Secretary and a Treasurer
provided that the Board of Directors may, by resolution adopted by at least a majority of the directors,
establish other officer positions and elect persons to fill those positions including Vice President and other
officers, assistant officers and agents as the Board of Directors by resolution will designate. The Board
of Directors by resolution may provide that an officer is an ex -officio member of the board. Any two officer
positions may be held by the same person except the positions of President and Secretary -
Section 2 Election. The Board of Directors, at its first meeting after each annual meeting of the
members, will elect a President, a Secretary and a Treasurer. Other officers, assistant officers or agents
of the Corporation will be elected at such meeting, or onsuch
u cchept in occasions� Board � Directors
in its discretion will from time to time deem appropriate.
of
Directors, death, resignation, disqualification or abolition of an office, he officers, assistant officers and
agents of the Corporation will hold office until their successors are chosen and qualified, or for such other
period as the Board of Directors may determine.
Section 3, Vacaird a and Remg!ra). (a) A vacancy in any office because of death, resignation, removal.
disqualificattion or any
other cause will be filled in the manner prescribed in these Bylaws for regular
appointments to such office, unless at least a majority of the directors vote to abolish such office (other
than an office required by law).
(b) Any officer, assistant officer or agent may be removed, or any office abolished (other than an
office required by law), whenever In the judgment of the Board of Directors the beat interests of the
Corporation will be served, and such removal is pursuant to the affirmative vote of at least a majority of
the Board of Directors.
(c) Any officer, assistant officer or agent may resign at any time by giving written notice to the
Board of Directors, the President or the Secretary of the Corporation. Any such resignation will take effect
upon receipt of such notice or at any later time specified in the notice. Unless cowwwise specified in the
notice, the acceptance of such resignation will not be necessary to make it effective, provided that the
Board of Directors may reject any postdated resignation by notice in writing to the resigning officer.
(d) This Section 3 will not affect the rights of the Corporation or any corporate officer, assistant
officer or agent under any express contract of employment.
"arw . Alaska Municipal Lesgue Investment Pool, Inc
paps 8
Section a. Comoerhse<ion. The salaries and other compensation of all officers, assistant officers and
agents of the Corporation will be fixed by the Board of Directors
section!; Pr The President will be responsible for carrying art poky directives of the Board of
Directors and will be responsible for general management of the business of the Corporation. The
President will preside at meetings of the members and directors, and the president olrise Tbe he President
member of all standing committees, unless the Board of Directors desigr� otiter instruments of the
will have authority to sign or countersign an certificates, contracts
Corporation, under the seal of the Corporation or otherwise, except where required by law to be otherwise
signed and executed, and except where the signing and exeoaution thereof will be delegated or reserved
by the Board of Directors to some other officer or agent of the Corporation. The President will perform
all other duties as are incident to the office or are properly required of the President by the Board of
Directors.
Section 6. Secretary. The Secretary "rill attend all meetings of the Board of Directors and all meetings
of the members and will record, or cause to be recorded, all votes and the minutes of eke donees for the standing committees roceedx on the
in
a book to be kept for that purpose, and will perform
Corporation when required. The Secof the Board of Directors, and to
perform such other duties as maybe
members and special the Secretary will be.
prescribed by the Board of Directors a the President, under whose �uper to aft the corporate
Unless otherwise provided by the Board of Directors, the Secretary Secretary's signature
seal to arty instrument requiring a seal, and when so affixed, it will be attested by the
or by the signature of an Assistant Secretary, if any. The Board of Directors may give general �
9
to any other officer to aft the seal of the Corporation and to attest the affixing of that officer's signature.
Section 7. Treasurer. The Treasurer will keep or cause to be kept accounts of all of the monies of the
Corporation received and disbursed, and subject to direction Month Toru t, will
timesafely
time
or cause to be kept all securities and valuables of the Corporal be wired and m perform
make such reports to the officers, Board of Directors and members as may req
such other duties as may be prescribed by the Board of Directors or the President, under whose s
supervi-
sion
by the Secretary, or such other officer athe Board of Directors will desiTreasurer, the dudes of gnat ren will be discharged
Section 6. Other Officer . Other officers, assistant officers or agents appointed by the Board of Directors
will exercise such powers and perform such duties as will be determined from time to time by the Board
of Directors. Unless otherwise specified by the Board of Directors, any Assistant Secretary As an
Treasurer will have authority to exercise any powers delegated to them from the Secretary r Treasurer
all
respectively, and, in the absenceof Secretary or Treasurer. will assume all powers
and duties ordinarily exercised by absent
ARTICLE VI . STANDARD OF CARE, INDEMNIFICATION, INSURANCE
Section 1. L
rM&MLL
vestor Duty. The management and investment of assets of participants in
Investment pools formed turd administered through the Conporetkxh, its officers. directors, employees and
agents will be dons with the care, skin, prudence and diligence under the circumstances than prevailing
that an institutional investor would use in the conduct of an enterprise of a like character and with like
aims.
Section 2 Indemnification The Corporation will defend. Indemnify and hold harmless each director,
Of any
officer and employee of the Corporation for expense, including attorney s fees, and the amou by reason
judgment, money decree, fine, penalty or settlement for which he or she may become exreasos
of his or her being or having been a director, officer or employee of the Corporation
or whopowers or performs dudes for the CorPoMWM except in relation to matters amwhich � director,
officer or employee is finally adjudged in tasty action, suit, or proceeding
good faith in the performance of his or her duties as such director, officer or employee.
Bylaws - Alaska Municipal League Investment Pool, Ina pegs 9
Section 3. 1r n . At the discretion of the Board of Directors, the Corporation may purchase end
maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request
aguiventureof the ,
orporation trust
or other enterprise gai as a director, rust arty liability
agent of another corporation. partnership,
artners p, joint
asserted against that Person and incurred by that person in any such capacity, or arising out of that
status whether or not the Corporation would have the power to Indemnify that person against such
liability under the provisions of this Article VI.
ARTICLE VII - WITHDRAWAL AND TERMINATION OF MEMBERSHIP
a A Public Entity may continue to be a member and a participant in the
Investment services offered through the Corporation subject to the terms and conditions of the Articles
of Incorporation for the Corporation, the Alaska Municipal League Common Investment Agreement and
these Bylaws.
(b) In the event that the Alaska Investment Pool Act (AS 37.23.01037.23.900) is amended so as
e Board
to expand the definition of -publicedntetrrn�set � eh Anand ulnder what circe 11, Section I umstances es of these Bent newhcategory
of Directors will have the power ion and a party to the Alaska Municipal League
of public entity may become a member a the Corporal
Common Irnestnism Agreement. In the event that the Alaska Investment Pool Act is amendedreviously Included entity,
exclude from the definition of 'publice wno ermiwhhettt er �n Bexisting ylaws
khat acus as a public
the Board of Directors wig promptly of Directors
entity (or determines will
loseer obtaining the
of coeunsel. the an existing member is no longeiveness Of such am r Board b entity (or
will not be a public entity upon the effectiveness the amendment), the Board of Directors will so notify
that member, redeem ery units of that member In the, end transfer the Corpo�on and
resuming funds and other investment funds of that member administered thnwgh investment pools
terminate the membership in the Corporation end partiaPation of that member n any
of the Corporation. The Board of Directors will have final authority with respect to determinations under
this subsection (b). use
ent
(c) Should the federal income$a�� amended Alaska s to C pal �agu�eolmrnestment Pool, e of an Inc.
Pool established by the CorporationBoard of Directors will
Common Investment Agreement to be subject to federal Income taxation, the
frac subjugation could be eliminated through the termination of membership
promptly determine whether in that investment pod by one or more public entities
in the Corporation and terminatlorn of Pe�iOn and the participation
and may. upon advice of "of counsel, terminate the memberstnlP� the federal income taxation.
of those public entities in the pod to all the subjugation of a public entity
Should the Board of Directors determine to terminate the membership a participation member held in the
under this subsection (c), m will so notify that member, redeem any funds and other Inv0siffient funds d that member
Corporation and transfer t chit ember and a r9su teittirminate membership end participation of that member.
administered through determinations under this subsection (c).
The Bow of Directors will have final aur Vit with respect to ration, subject to the
Section 2. Withdrawal from Partidoati_4rl. A member may withdrew from the Corporation.
provisions of these Bylaws and of arty Alaska Municipal League Investment Pod, Inc. Comron Investment
Agreement entered into with the Corporation.
ARTICLE VIII - CERTIFICATES
n will be in such form (not
Section 1. Fa^`h of� �B�� for membership in the applicable the
Inconsistent with the Articles d incorporation Of the Corporation r applicable law) as aPP� n as they
Board of Directors and will be numbered and entered in the membership President
a Vice Gent and by
are issued Every certificate for membership will be signed by
the the Secretary or an Assistant Secretary.
hlylawe . Alaska Municipal League Investment 13001, Ina page 10
Section 2. Membership Reaistrara The Board of Directors may, from time to time, appoint one Or more
registrars for memberships in the Corporation who will have such powers and duties as the Board of
Directors will SPOW
Section 3. crgm Ndffl of Membership. The Corporation will be entitled to treat the holder Of record of
any centilme for membership as the holder In fact of that certlBcate authorizing the
hokW claim of o vote 88
interest
such member arid, accordingly, will not be bound to recognize arty equitable t c
will have express
In such membership On the Part of any other person, whether « not the Corporation
or other notice thereof. except as expressly Provided by applicable low -
Section 4. Membership without Certificates. Notwithstanding the provisions of Sections 1 through 3 of
this Article Vlll, the Board of Directors may, by resolutkx, authorize the issuance without certificates of
some or all are already arepresent on hceertificates untIn the il the cert catration. The authorization
are surrendered to the Corporation. memberships that
ARTICLE IX - BOOKS AND RECORDS
Section 1 Correct s^^ r•.�mplete= Inspection. (a) The Corporation will keep correct and complete books
and records 01 account and will keep minutes of the proceedings of its members, the Board of Directors,
and committees appointed by the board, I any.
(fo an books and records of theCorporationnormal business hours at the may be inapected by registered otflce of the
or Its agent or
attorney for any Pry purpose at anytime
medura
Corporation in Alaska
Section 2. List of Members Entitled To Vote. The Corporation will keep at Its registered oflloe in Alaska
a record of the names and addresses of members entitled to vote.
Section 3. Alaska Open Meetinas Law. All annual and special meetings of the members of the
Corporation, all regular and special meetings of the Board of Directors and all meetings of committees
of the Board of Directors, I any, will be conducted in accordance with the Alaska open meetings law
found at AS 44.62.310.
ARTICLE X . ADMINISTRATIVE STRUCTURE
Section 1. cY.n.rs„e Direct« 3talfino. (a) The day today operations of the Corporation will be carried
out by an Executive Director under the supervision of the President of the Cortio
poran The Executive
Director will carry out anter tasks as assigned by the Preskient Of the Corporctbn• The position of
Executive Director of the Corporation will be filled by the executive direct« of the Alaska Municipal
League.
(b) The Executive Director of the Corporation will be supported by stall of the Alaska Municipal
League and such other stag as the Board of Directors may by resolution aPProve-
(0) The Corporation win share office space and office equiprnent and furniture with the Alaska
Municipal League in the existkng offices of the Alaska Municipal League at 217 Second Street in Juneau.
Alaska. or such other offices which the Alaska Municipal League may acquire or lease, and such other
otflce space and office equipment and furniture as the Board of Directors may by resolution aPPrO"-
(f The Corporation will enter Into agreements with the Alaska Municipal League and as adopted
by the Board of Directors stetting fords the term and condnbns for the krtpisrttematioss of and compliance
with the provisions Of (a). (b) and (c) Of this Section 1 including bub not limited to the following.
(� The sharing of time and payment therefor of the ktdivkkW who will be the
Executive Director Of the Corporation and the Executive Director of the Alaska
Municipal League:
Bylaws - Alaska Municipal League Investment Pool, Ina
page 11
(i) The sharing of time and payment therefor of the individuals who will be the staff
of the Corporation and the staff of the Alaska Municipal League;
(i) The sharing of office space and office equipment and furniture with the Alaska
Municipal League and the payment therefor; and
(N) The providing of general office administrative services by the Alaska Municipal
League to the Corporation not otherwise provided by a contract manager,
adviser, investment officer or custodian.
Section 2. Use of Name. Marketing. (a) The Alaska Municipal League will do the following:
n Allow the use of its name in the corporate name of the Corporation, in agree-
ments and other documents entered into by the Corporation and in other
materials or settings used by the Corporation and in the advertising of the
services of the Corporation; and
(i) Assist in dissemination of information to the membership of the Alaska Municipal
League and other public entities in Alaska pertaining to the Investment services
of the Corporation, prepare and publish articles In its publications on those
services, arrange for meetings between its members and the investment manager
retained by the Corporation and otherwise assist in apprising the members of the
Alaska Municipal League and others of the services of the Corporation.
(b) Should the Alaska Municipal League in the future cease to have the power to nominate, elect
and otherwise appoint persons to a designated simple majority of the positions on the Board of Directors,
the Corporation must immediately cease all use of the league's name, and the services set forth in
Sections 1 and 2 of this Article X will terminate.
Section & Institutional Fee. In return for the ongoing services of the Alaska Municipal League as set forth
in Sections 1 and 2 of this Article X and for the use of the name of the Alaska Municipal League and its
logo, the Corporation will pay to the Alaska Municipal League for each common investment agreement
entered into between a Public Entity and the Corporation an institutional fee, based upon the average
monthly assets subject to each common investment agreement entered Into between the Corporation and
a member of the Corporation. The institutional fee will be due and payable on a monthly basis for so long
as there is a positive balance in assets of the Public Entity which are subject to that common investment
agreement. The amount of the Institutions] fee will be established by the Board of Directors, by resolution.
ARTICLE XI - GENERAL PROVISIONS
Section 1. Chark Drafts. All checks, drafts or other orders for payment of money, notes or other
evidences of ktdebtedness, issued in the name of or payable to the Corporation, will be signed or
endorsed by such person or persons and in such manner as will be determined from time to time by
resolution of the Board of Directors.
Section 2. Fiscal Year. The fiscal year of this Corporation will be fixed by resolution of the Board of Direc-
tors.
Section S. Headings The headings contained in these Bylaws are for convenience only and will not in
any way affect the meaning or interpretation of these Bylaws.
ARTICLE XII - AMENDMENT OF BYLAWS
Section 1. Amendment and Repeal (a) Except as otherwise provided by law, the Power to adopt, after,
amend or repeal these Bylaws and to adopt new Bylaws will be vested exclusively in the Board of
Directors.
Alaska Munklp l L.sapus Isstmsnt Pool, Ire. pop 12
(b) The adoption, atteraft% arllendment or repeal of two Bylaws and the adoption of now
Bylaws must be atwort�bhed by a vote of at W"a simple majorky of the whole Board of Directors at
a regular or special meetklg called by written notice, and that notice must krckde a brief description of
the prq=&
Section Z Whenever action kt taken to amend or akar the Bylaws or to adopt a new Bylaw,
a copy of the arttertdffwM alteration or new Bylaw will be filed and kept In the rninute book with the
be recorded in the book, copy a will Placed nany Bylaw is repealed, the fad of such mpoW ma to the
r�will
orByktws..
I, the underaipned being the Secretary of ALASKA MUNICIPAL LEAGUE INVESTMENT POOL. INC.
hereby certly the foregoing to be the Bylaws of the Corporation, as adopted by the Board of Director,
on the 14th day of August, 1992
Introduced by:
Requested by:
Drafted by:
Introduced:
Public Hearing
Adopted:
KODIAK ISLAND BOROUGH
ORDINANCE NO. 92-29
Mayor Selby
Mayor Selby
Mayor Selby
12/17/92
01/07/93
01/07/93
AN ORDINANCE AUTHORIZING THE KODIAK ISLAND BOROUGH TO BECOME
A MEMBER OF THE ALASKA MUNICIPAL LEAGUE INVESTMENT POOL, INC.,
TO EXECUTE A COMMON INVESTMENT AGREEMENT WITH THAT
CORPORATION, AND AMENDING KODIAK ISLAND BOROUGH
CODE 3.04.020 PERMISSIBLE INVESTMENTS TO AUTHORIZE
KODIAK ISLAND BOROUGH INVESTMENT IN THE INVESTMENT POOL
WHEREAS, the Alaska Municipal League Investment Pool, Inc. was formed as a
nonprofit corporation as a means for eligible political subdivisions of the
State of Alaska to secure the maximum investment return consistent
with the preservation of capital and liquidity by pooling money
temporarily available for investment; and
WHEREAS, participation in the Pool is on a voluntary basis to public entities who
become members of the Corporation and execute a Common Investment
Agreement; and
WHEREAS, it would be beneficial to have the option for the Kodiak Island Borough
to participate in the Alaska Municipal League Investment Pool, Inc.;
NOW, THEREFORE, BE IT ORDAINED BY THE ASSEMBLY OF THE KODIAK ISLAND
BOROUGH THAT:
Section 1: That the mayor is hereby authorized to execute such documents as are
necessary for the Kodiak Island Borough to become a member of the
Alaska Municipal League Investment Pool, Inc., and to enter into a
Common Investment Agreement, attached hereto as "Exhibit A".
inance is of a
and
t nature and
Section 2: shall Section become afpart of this the Kodiak Island Borlough Code ofnOrdinances.
Ordinance No. 92-29
Kodiak Island Borough, Alaska Page 1 of 2
Section 3: That Kodiak Island Borough Code 3.04.020 Permissible investments is
hereby amended by the inclusion of an additional subsection to read as
follows:
D. The Alaska Municipal League Investment Pool, Inc., made in
accordance with the terms of that Pool's "common Investment
Agreement".
ADOPTED BY THE ASSEMBLY OF THE KODIAK ISLAND BOROUGH
THIS 7th DAY OF JANUARY, 1993
KODIAK ISLAND BOROUGH
Jer a M. Selby, Boroug yo
Jack Lr M arland, Presiding
ATTEST:
C16% /Ln /,-7A
Donna F. Smith, Borough Clerk
Kodiak Island Borough, Alaska ordinance No. 92-29
Page 2 of 2