Board of Trustees Bylaws

These bylaws governing the conduct of the Board's affairs are adopted pursuant to the authority granted by 1 CMC § 8315, as amended, 1 CMC § 8421, as amended, and 4 CMC $ 9351, as amended.

Section I. General Offices. The general offices of the Board shall be at the Retirement Board Building, Capitol Hill, Saipan, CNMI, or such other place as the Board may direct.

Section 2. Other Offices. The NMIRF/WCC/GHLITF has an office on the island of Rota and an office on the island of Tinian. The Board (or a Trustee) may use these offices during regular business hours to conduct business related to the functions of the Board and may have such other or further office as shall be established by the Board.

Section 3, Seal and Logo of the NMI Retirement Fund/Workers' Compensation Commission/Group Health and Life insurance Trust Fund. The seal and/or logo of the NMI Retirement Fund shall be as designated and approved by the Board of Trustees, which shall be used for official business transactions and documents, as prescribed by the Trustees.

Section 1. Meetings.

A. Regular meetings of the Board shall be held once a month on the first Thursday of each month, unless the Board by consensus directs otherwise. The Board may so direct by voice vote at a Board meeting or, at the direction of the Chairperson, by poll of each member. A record of such poll shall be included in the materials scheduled in this manner.

B. Special meetings of the Board may be called at any time by the presiding officers (Chairperson or Vice-Chairperson) or by a majority of the
members of the Board. The call and notice shall specify the business to be transacted, however, final disposition shall not be taken on any other matter at such meeting by the Board.

C. Emergency meetings of the Board may be called by the presiding officers if there is need for expedited action or other emergency. The presiding officer of the governing body may provide for a meeting site other than the regular meeting site and notice requirements shall be suspended during such emergency.

Section 2. Place and Time of Meetings. Meetings shall be held at the General Offices of the Fund, subject to the determination of the Chairperson, unless the Board by consensus directs otherwise.

Section 3. Annual Meeting. The annual meeting of the Board shall be held on the first Thursday of February, unless the Board by consensus directs otherwise. Elections of officers shall be held during an annual meeting of the Board.

Section 4. Quorum. Four (4) Trustees shall constitute a quorum of the Board for the transaction of business.

Section 5. Attendance. Attendance by Trustees at duly convened meetings are permitted via electronic means, whether by telephone, video, or any other medium available. Members participating by electronic means must be audible to all present so that their participation may be appropriately recorded in the minutes.

Section 6. Voting. Voting shall be conducted openly at public meetings and each member of the Board shall have one vote. No member may vote by proxy.

Section 7. Procedural Matters. All matters of procedure shall be decided by the presiding officer (Chairperson; Vice-Chairperson in the absence of the Chairperson; or Second Vice-Chairperson in the absence of the Chairperson and Vice Chairperson), unless overruled by a majority vote of the Board then present.

Section 8. Meetings Open to Public. All meetings of the Board and Committees shall be open and public, provided, however, that the right to attend does not carry the right to take part in the Board's deliberations without the permission of the Presiding Officer or a majority of the Board then present, and any person creating a disturbance or interfering with the deliberation of the Board may be removed from
the meeting.

The Board may consider personnel matters, consult with its Attorney, and deliberate on matters in Executive Session, but before excluding the public and going into Executive Session it shall state for the record the purpose of such a session, and discussion shall be limited to the stated purpose pursuant to the requirements and conditions of 1 CMC § 9912.

Section 9. Record of Proceedings. Records shall be kept of all meetings of the Board and Committees, in such form as the Board may direct and pursuant to applicable laws.

Section 10. Notice of Meetings. Whenever possible, notice of any meeting at a time or place other than those set forth in Section 2 &,3 of this Article shall be given to each member of the Board at least one (1) week in advance of the meeting. public notice shall be provided throughout the news media, printed/posted seventy (72) hours prior to regular meetings and twenty-four (24) hours prior to special meetings. Notice requirements for emergency meetings shall be suspended, pursuant to 1 CMC § 9908(b).

Section 11 Robert Rules. All rules of order not herein provided shall be determined in accordance with "Roberts Rules of Order".

Section 12. Conflicts of Interest. A Trustee who has an interest (as defined by the Office of the Public Auditor) in any matter pending before the Board, whether personal, professional or otherwise, shall make full disclosure to the Board of the nature of such interest. A Trustee shall refrain from taking any action on such matter and any and all NMIRF/WCC/GHLITF Board of Trustees' action on such matter shall be suspended during the period of time such Trustee serves on the Board due to the Trustee's bona fide conflict of interest as long as such personal, professional or other interest exists, with the exception that for the purposes of adjudicating administrative appeals from decisions of the Administrator or Hearing Officer on contested administrative appeals from decisions of the Retirement Fund, the Workers' Compensation Commission, or the Group Health and Life Insurance Trust Fund, the Trustee need only recuse himself/herself from the procedure
following the disclosure of the interest causing the Conflict.

Section 13. Decisions After a Hearing. Following a hearing on an appeal filed by a Fund member, whether by a Hearing Officer or by the entire Board of Trustees, a decision shall be issued on the matter within a reasonable time but no later than ninety (90) days from the completion of the hearing.

Section 14. Compensation. Trustees shall be compensated for Board meetings in accordance with public Law 15-32, made effective on September 28, 2006. Compensation thereafter shall be made for meetings convening the full membership of the Board; committee and informal meetings shall not be compensable. The rate of compensation shall be no more than $60 for a full-day meeting, defined as not less than 4 hours, and no more than $30 for a half day or less meeting, defined as not less than 2 or more than 4 hours. Trustees shall not
receive compensation for Board meetings unless the minutes of that meeting have been transcribed and adopted.

Section 1. Chairperson. The Chairperson shall be the presiding officer of the Board, and shall preside over all meetings at which he or she is present. The Chairperson shall be elected by majority vote for a two-year term and shall serve until the expiration of his/her term, or is otherwise removed by the majority of the Board members. Pursuant to the "Agreement Between the Prior Service Benefits Trust Fund Board and U.S. Department of the Interior," the Chairperson of the Fund, or another Trustee designated by the Chairperson, shall be a member of the PSBTF Board. The Chairperson shall not chair any standing committees.

Section 2. Vice-Chairperson. The Vice-Chairperson shall conduct Board business and preside over all meetings in the absence of the Chairperson. The Vice-Chairperson shall be elected by a majority vote for a two-year term and shall serve until the expiration of his/her term, or is otherwise removed by the majority of the Board members.

Section 3. Second Vice-Chairperson. The Second Vice-Chairperson shall conduct and preside over all meetings in the absence of the Chairperson and Vice-Chairperson. The Second Vice-Chairperson shall be elected by a majority vote for a two-year term and shall serve until the expiration of his/her term, or is otherwise removed by the majority of the Board members.

Section 4. Election of Officers. Election of officers shall be held during an annual meeting of the Board. In the event of an officer vacancy, a majority of the Board may vote at a properly noticed meeting attended by quorum to conduct an election of officers to fill any vacancy of the Chairperson, Vice-Chairperson, or Second Vice-Chairperson if left vacant by resignation or otherwise. Any officer elected by a majority vote for the period of time existing in which a vacancy exists in that office shall serve until the next election is held at the following Annual Meeting.

Section 5. Removal of Officers. The Board may vote by two thirds (2/3) vote to remove an officer who is incapacitated or otherwise unable to serve as provided by Art. III, §21 of the Northern Mariana lsland Constitution.

Section 1. Purpose. The Board may, from time to time, create such standing or special committees as it may find necessary. Each committee shall work under the overall supervision of the Board, through its committee chair, and according to its specific instructions. The findings and/or recommendations of each committee shall be reported to the Board and may be rejected or adopted, in whole or in part by vote of the Board.

Section 2. Standing Committees.

A. Finance and Investment Committee. Pursuant to authority under 1 CMC § 8371(a), the Board has created a Finance and Investment Committee, which shall include no more than three Trustees as members. The Investment Committee shall be deemed a standing committee for purposes of investments. The general tasks of the Investment Committee are to:

1. Evaluate applications submitted to the Board pursuant to its Local Investment Policy for compliance with the requirements of that policy.
2. Make recommendations to the Board on whether additional experts should be retained to assist in conducting a due diligence review to determine the prudence of a potential local investment.
3. Report to the Board its findings and recommendations as to the prudence of the proposed local investment.
4. Evaluate applications of other investment matters, which shall include the procurement or hiring of Money Managers, Fund Custodian, Investment Advisors and Fund Actuary.
5. Explore other investment schemes pursuant to the established and approved investment policy statement.
6. Periodically review the existing asset allocation policy and recommend changes or commission a study if deemed necessary.
7. NMI Retirement Fund Representation on Commonwealth Government Employees Credit Union Board - Pursuant to 4 CMC § 6384, a Trustee/member or the Administrator shall be the designated Trustee from the NMI Retirement Fund to serve as ex-officio member of the Credit Union.
8. Develop and submit to the Board the annual budgets of the NMIRF/WCC/GHLITF.

B. Operations, Personnel and Review Committee. The general tasks of the O&P Committee are to:

1. Review the personnel procedures of NMIRF/WCC/GHLITF programs to ensure conformance with the laws and regulations of theCNMI Government Personnel Service System, Civil and Excepted.
2. Provide assistance and guidance for efficient branch functionality and maximum effectiveness.
3. Review applications and documentation of applicants for key staff positions, providing for the conduct of interviews and recommendations to the Board.
4. Review and monitor proposed legislative actions and existing public laws impacting the NMIM/WCC/GHLITF programs to ensureclarity and provide for amendments, aimed to best improve and suit the needs of the programs' missions and objectives.
5. Assist in updating and reviewing strategic plans, directions and attainment of goals.
6. Periodically review, and amend as needed, the Board Bylaws,programs' regulations, and policies of the NMIRF/WCC/GHLITF.
7. Develop a budget consistent with the demands of the Committee and programs.
8. Assist the Administration in the publicity of functions concerning the programs.
9. Review and present concerns, oral and/or written, submitted by members.
10. Report to the Board its findings and recommendations as to the diligent work of the committee.
11. Develop, implement and monitor training programs and workshops recommended by the Administration for trustees and staff, maintaining a database on such training availed.

Section 3. Committee Chairperson. Committees shall be comprised of not more than three (3) Trustees who may make findings and/or recommendations to be reported to the Board which may be rejected or adopted, in whole or in part, by vote, but such Committee findings and/or recommendations shall not constitute"Action" or "Final action" of a "Public agency'' as these terms are defined in 1CMC § 9902(a), (b), (e) for purposes of the Commonwealth's Open Government Act of 1992,1 CMC §§ 9901-18, without complying with the provisions of 1 CMC
§§ 9904, 9907-11.

A. Appointment. Appointment and composition of the Committees shall be as follows:

1. The Chairperson of the Board shall appoint a Trustee as the Committee Chair.
2. The Committee Chair shall appoint the committee Vice Chair from the Board, and the third member shall be elected at large fromthe Board of Trustees.
3. The Committee Chair may appoint any staff member to assist the committee.
4. The Committee shalt be composed of the Trustees and the Administrator or his designee.
5. The Fund Administrator or his/her designee shall be a member and attend all Standing Committee meetings and shall exercise all rights and privileges the same as the other committee members during the committee meeting. In the event he/she is unable to attend, the
6. Fund Administrator may designate a most qualified Staff Representative to attend Committee meetings. The Administrator Representative shall be allowed, during committee meetings, to make binding decisions and vote on behalf of the Fund Administrator; inform the Fund Administrator of any information disseminated or received, discussions, and other matters presented during the Committee meeting.

B. Term/Vacancies. Trustee members of the Committee shall serve at the pleasure of the appointing authority but in no event longer than two (2) years. Vacancies may be filled by the appointing authority.

C. Quorum. Two (2) Trustees shall constitute a quorum of the committee for the purpose of transacting Committee business.

D. Voting. Voting shall be conducted openly and each Trustee member of the Committee shall have one vote, The Administrator, or his designee, shall be a non-voting member of the Committee. No member may vote by proxy.

E. Procedural Matters. Matters of procedure shall be decided by the presiding officer, unless ovemrled by the majority vote of the members then present.

F. Meetings. All meetings of the Committee shall be conducted in an office of the Fund may have such other or further office as shall be designated by the Committee Chair. All meetings of the Committee shall be conducted publicly and in compliance with the provisions of 1 CMC § 9901, et.al, known as the Open Government Act of 1992. Each Committee may call two meetings a month and only for the purpose of furthering its work on a specific task assigned to it by the Board.

G. Assignments. The authority of the Committee shall be determined by the Board and the Board may assign to the Committee such other tasks as the Board deems appropriate, necessary, and advisable. Each Committee may delegate its assigned tasks to the Administrator, Legal Counsel, Consultants, or specific committee members. Whenever the Board assigns a task to the Committee, the Board may:

1. Authorize the Committee to expend such sums as the Board deems necessary, reasonable, and appropriate for the completion ofthe tasked assigned to the Committee;
2. Authorize the Committee to engage in such travel as the Board deems necessary, reasonable, and appropriate for the completion ofthe task, All travel by Committee members shall be limited to within the Commonwealth of the Northern Mariana Islands unless expressly authorized by the Board;
3. Authorize the Committee to use the services of those consultants, attorneys, experts, and advisors employed by the Board asthe Board deems necessary, reasonable, and appropriate for the completion of any task assigned to the Committee;
4. Authorize the Committee to obtain the services of other consultants, attorneys, experts, and advisors not employed by the Board as the Board deems necessary, reasonable, and appropriate for the completion of any task assigned to the committee.

H. Reports. The Committees shall provide written reports to the Board on its activities, findings and/or recommendations concerning such tasks as assigned to them.

Section 1 Credit Card. For so long as the Fund maintains a credit card issued in its name, the Administrator shall at all times retain physical custody and control of such card. Authorized expenses shall include "guarantee" only of hotel and car rentals, and any necessary and reasonable expense of rescheduling or rerouting due to an incident that is outside the control of the traveler. The Fund Administrator
shall provide copies of the monthly credit card statements to the Board regardless whether or not there are card activities. Any other usage of the Fund credit card must be authorized by the Chairperson of the Board.

Except as otherwise provided herein, these Bylaws may be amended by vote of a majority of the Trustees then present at properly noticed meetings attended by quorum.