March 25, 2009
The Massachusetts Port Authority
Employees’ Retirement System
The Massachusetts Port Authority Employees’ Retirement System Board (the “Board”), acting pursuant to the powers granted it under the provisions of Chapter 32 of the General Laws as amended by Chapter 487 of the Acts of 1978, hereby establishes By-Laws for use by the Board.
Section 1 Powers and Duties of the Board:
The Massachusetts Port Authority Employees’ Retirement System (“MPAERS” or the “Retirement System”) shall be managed by a retirement board consisting of five members as provided in subsection 4 7/8 (b) of Section 20 of Chapter 32 of the General Laws. The retirement board shall have the general powers and duties set forth in subdivision 5 of Section 20 as well as the duties set forth in 840 CMR 1.01.
Section 2 Board Composition:
The membership of the Board shall consist of five members as follows: The Secretary-Treasurer of the Massachusetts Port Authority (the “Authority”) who shall be a member ex officio, a second member appointed by the Authority, a third and fourth member who shall be elected by the members in or retired from service of this system from among their number for a term of three years, a fifth member who shall not be an employee, retiree or official of the government unit and who shall be appointed by the other four members for a term of three years. The terms of the third and fourth members shall be arranged so as not to expire in the same year as the term of the fifth member (M.G.L Chapter 32, Section 20 (4 7/8) (b)).
Section 3 Election or Appointment of Successors:
Each member of the retirement board shall continue to hold office until the expiration of his/her term and until qualification of his/her successor. Prior to the expiration of the term of office of the third and fourth members, successors shall be elected for a three- year term by the members in or retired from service of the system. The election shall be held within a period of ninety days prior to the expiration of the term of office of the incumbent third and fourth members. Elections shall be held in accordance with both the Standard Rules for Elections promulgated by the Public Employees Retirement Administration in (840 CMR 7 00 to 7 13) and the MPAERS Supplementary Election Regulations. In the case of a vacancy during the third or fourth members’ three year term, a special election shall be held for the unexpired portion of the third or fourth members’ term within a period of ninety days of a vacancy. No later than thirty days after the expiration of the term of office of the fifth member, the other four members, by a majority vote, shall appoint a successor for a three year term. If a fifth member is not appointed by the other four members within thirty days following the expiration of his or her term of office, the Members of the Authority shall appoint the fifth member. In the case of a vacancy during the fifth member’s term, the other four members shall appoint a successor within thirty days after a vacancy for the unexpired portion of the fifth member’s term, and, if a fifth member is not appointed by the other four members within the specified thirty days, the Members of the Authority shall appoint a fifth member.
Section 4 Compensation of Board Members:
The elected and appointed members of the Board upon acceptance of Chapter 32 Section 20(6)(a) by the Authority’s Board of Directors shall receive a stipend of three thousand dollars per annum, provided however, that said stipend shall be paid from such funds under the control of said Board as shall be determined by the Public Administration Retirement Administration Commission. Members may also be reimbursed from the expense fund of the system for any expense or loss of salary or wages which they may incur through service on the Board (M.G.L. Chapter 32, Section 20 (4 7/8)(c)).
Organization and Meetings
Section 1 Chairman:
The Board shall elect one of its members to serve as chairman for a term of three years or until the expiration of that member’s term as a member of the Board. The Chair shall preside over all meetings of the Board.
Section 2 Vice Chairman:
The Board shall elect one of its members to serve as vice chairman for a term of three years or until the expiration of the member’s term as a member of the Board. In the absence of the Chairman, the Vice Chairman shall preside at a meeting of the Board.
Section 3 Director of Retirement:
The Board shall appoint a Director of Retirement. The Director of Retirement shall serve as secretary or clerk of the Board. He/she shall keep a true and accurate record of the proceedings of the Board and shall be custodian of all books, documents and papers filed with the Board and of the minute book or journal of the Board. He/she shall have authority to cause copies to be made of all minutes and other records and documents of the Board and to certify to the effect that such copies are true copies, and all persons dealing with the Board may rely on such certifications. He/she shall cause notice to be given of all meetings of the Board as required by law or these By-laws.
Section 4 Other Employees:
The Board shall employ other staff as may be required to effectively and efficiently transact the business of the system.
Section 5 Meetings:
The Board meetings shall be held at the principal offices of the retirement system or at such other place as may from time to time be fixed by vote of the Board or as shall be specified in the notice of the meeting.
A. Regular Meetings: A regular meeting of the Board shall be held each month generally on the last Wednesday of the month unless otherwise specified by the Board.
B. Notice: Written notice, specifying the date, place, and hour (but not necessarily the purpose) of the meeting, must be served on or sent or mailed to each member but not less than two days before the meeting unless notice is waived by the member. Such notice shall also be filed and posted as required under Section 11A 1/2of Chapter 30A of the General Laws.
C. Special Meetings: Special meetings may be held at any time upon the call of the chairman or a majority of the other members.
D. Disability Hearings: If at all possible, disability hearings will be scheduled as Special Meetings and not part of a Regular Meeting agenda. Should board member schedules not permit this, disability hearings may be conducted during a Regular meeting.
1. Disability applicants will be given the choice of whether or not their hearing will be held in Executive Session.
2. A Summary of Application will be provided to the Board and applicant prior to the hearing.
3. The applicant will have the opportunity to review with the Board any evidence submitted as part of the disability application.
Section 6 Minutes:
The Board shall keep minutes for all meetings. The Director of Retirement shall be responsible for preparing the minutes.
Section 7 Quorum:
Three or more members present at any meeting shall constitute a quorum and the affirmative vote of a majority shall be necessary for any action taken by the Board. At any meeting at which a quorum is present, any action may be taken by the vote of the members present. If a quorum is not present at any meeting, the members present shall adjourn the meeting, without further notice, until a quorum has been obtained.
Section 8 Procedure:
A point of order as to procedure raised by any Member in the course of a regular or special meeting shall be resolved by a ruling of the Chair on the point of order. A member may appeal a ruling of the Chair to the Board. In the case of an appeal of a ruling of the Chair to the Board, Robert’s Rules of Order Revised (“Roberts Rules”) shall guide the Board in its deliberation in all cases in which Robert’s Rules are applicable and in which they are not in conflict with these By-laws or the General Laws of the Commonwealth of Massachusetts. The affirmative vote of at least three Members shall be required to overrule the Chair.
Section 9 Investment Committee:
The investment committee of the board shall consist of the ex-officio member, as he is the Treasurer-Custodian of the funds of the system, and the Director of Retirement. The Investment Committee shall be responsible for implementing the investment policy of the Board on a daily basis, for daily supervision of the Investment Advisor, Custodian, and Investment Managers, and for keeping the Board advised of all matters material to the Board’s management of the MPAERS funds.
Section 10 Ad-Hoc Committees:
The Chair may, in his or her sole discretion, establish an ad-hoc committee to consider a specific matter and report back to the Board. The Chair will appoint the Committee Chair, who must be a Board member, and the members of the Committee.
Maintenance and Inspection of Records
The Board shall maintain at its principal offices the original or attested copies of these By-laws, records of all Board member elections, records of all Board meetings and all records required to be maintained under the provisions of Chapter 32 or any other provision of the General Laws. Such copies and records as shall pertain to any member in service or member inactive shall be open at all reasonable times to the inspection of the member for a proper purpose, and in accordance with the Standard Rules for Disclosure of Information promulgated by the Public Employee Retirement Administration Commission (840 CMR 6 00 to 6 14).
Management of Funds
Section 1 Checks, Notes, Drafts, and Other Instruments:
Checks, notes, drafts, and other instruments for the payment of money drawn or endorsed in the name of the Retirement System shall be signed by the Treasurer-Custodian of the Retirement System upon vouchers signed by both the Director of Retirement and the Treasurer-Custodian. In the Treasurer-Custodian’s absence, checks, notes, drafts, and other instruments for payment of money drawn or endorsed in the name of the Retirement System shall be signed by the second member appointed by the Authority.
Section 2 Investments:
The Board shall invest and reinvest the funds of the Retirement System, to the extent not required for current disbursements, as provided in Section 23 of Chapter 32 of the General Laws. The Board may, by vote, employ any qualified company, corporation, firm or person to advise it on the investment of the funds and may pay for such advice.
Section 3 Maintenance of Funds:
The board shall by vote designate one or more depository banks or trust companies, as provided in Section 23 of Chapter 32 of the General Laws, to maintain funds and securities of the Retirement System. The Board shall by resolution designate a custodian or custodians of the securities of the Retirement System in accordance with the provisions of said Section 23, and may, as permitted by that section, cause any stock, bond or other security or cash of the system to be registered and held, or deposited and held, in the name of one or more nominees appointed by the custodian for the purpose of facilitating security trading and/or money management.
Section 4 Annual Audits:
Promptly after the close of each fiscal year the Board shall cause an audit to be made of its books and accounts by an independent public accountant or firm of independent public accountants of recognized ability and standing nationwide. The report of this audit shall be open to the inspection of all members of the Retirement System, and their agents and representatives. This audit shall be in addition to that required by Section 21 of Chapter 32.
The board shall, at such intervals as it shall establish by vote, but at least every two years, cause an actuarial valuation to be performed with regard to the Retirement System assets and liabilities for purposes of determining funding requirements under Section 22 of Chapter 32 of the General Laws and under Section 20 of Chapter 487 of the Acts of 1978. In order to carry out these valuations, the Board shall employ as a pension consultant an independent actuarial consulting organization having a favorable repute for skill and experience in such work. In lieu of this requirement the Board shall rely upon a professional actuary’s certification of its pension liabilities for any year in which such certification is provided for by the Authority. Certification of such valuations shall be provided to the Public Employee Retirement Administration Commission’s actuary as part of the information required to be provided under Subsection (7)(h) of Section 22 of Chapter 32 of the General Laws.
The fiscal year of the retirement system shall be the year ending with the 31st day of December in each year.
The By-laws may be amended or repealed and any new By-laws may be adopted at any regular or special meeting of the Board, provided, however, that notice of a proposal to alter, amend, or repeal these By-laws or adopt new By-laws shall be included in the notice of any meeting at which such alteration, amendment or repeal or adoption is considered, and provided, that in each case the affirmative vote of three Members of the Board is required, and such amendments or new By-laws are subject to approval of the Public Employee Retirement Administration Commission as provided under Subsection 4 of Section 21 of Chapter 32 of the General Laws.
Controlling Effect of Provision of Law
Each of the provisions of these By-laws shall be subject to and controlled by any specific provisions of law, and particularly Chapter 32 of the General Laws, which relate to their subject matter.
Both the Board and Director of Retirement of the Retirement System are deemed “officers” of the Authority for purposes of indemnification as provided in Article VII of the Authority’s By-Laws.
Pursuant to our authority, this rule, and a list of all retirement boards which have submitted supplementary rules, shall be kept on file within the Public Employee Retirement Administration Commission and shall be available upon request. If you have further questions or concerns, please contact this office.
October 11, 2001
Buyback of Vacation as
Regular Compensation and
Election of Board Members
Buyback of Vacation as Regular Compensation
1. Payments received by a member pursuant to the Authority’s vacation policy buyback provisions shall be considered regular compensation for purposes of G.L. c. 32, § 1.
2.The Secretary-Treasurer of the Authority shall cause the annuity savings deductions provided for in G.L. c. 32, § 22(1)(b) to be made from all payments made to members pursuant to said vacation buyback policy.
Election of Board Members
7.07(3) … No campaign paraphernalia or literature on behalf of any candidate will be delivered or distributed to voting members by the Retirement Board or its staff; provided, however that this shall not preclude the Board from utilizing its newsletter or other materials to publish information about the election and the candidates as it may determine to be in the best interest of the members and a fair election. …
7.12 - The Massachusetts Port Authority Employees’ Retirement System shall conduct a simultaneous election for the two elected members of the Board. Both terms of the elected members shall be for three years and expire on the same date. In conducting the election, the Board shall place all candidates who have been nominated in conformance with 840 CMR 7.04 on one ballot. All eligible candidates shall be listed on the ballot in an order determined by a random drawing of the names of the candidate. In the event that only two candidates have been nominated, the Board shall declare said candidates to be the elected members of the Board, no elections shall be held, and said candidates shall take office and serve in all respects as though he or she had been elected by election. If there are more than two candidates, an election shall be conducted and each member of or retired from the Massachusetts Port Authority Employees’ Retirement System shall be allowed to vote for not more than two candidates. Upon tabulation of the ballots, the two candidates who receive the most votes shall be declared the elected members of the Board.