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Constitution

The National Council on Teacher Retirement (Council or NCTR) is hereby constituted as an independent organization dedicated to safeguard the integrity of public retirement systems in the United States and in its territories to which teachers belong and to promote the rights and benefits of the members, present or future, of such systems.

The Council is constituted as a nonprofit, tax-exempt entity under Section 501(c)(6) of the Internal Revenue Code. It shall operate in all respects as a nonprofit organization and shall not engage in any business or activity for profit. None of the Council's funds shall be used for the benefit of any private individual.

ARTICLE I -PURPOSES

The purposes of the National Council on Teacher Retirement are to:

(a) Provide guidance in the development and management of financially sound and equitable retirement plans for qualified career public employees and to promote benefit levels for members and beneficiaries that will assure economic security.

(b) Encourage plan directors, administrators, and trustees to: (i) provide progressive leadership and sound management to assure that plan objectives are attained; (ii) identify problems that impact plan administration and devise solutions to those problems; and (iii) act as a catalyst in dealing with federal legislative and regulatory issues which impact plan administration.

(c) Provide a national forum for the discussion and resolution of public policy issues affecting public pension funds by: (i) collecting and analyzing data about the funds; (ii) presenting the results of such analysis to Congress, relevant federal agencies, and comparable state bodies; and (iii) acting as a clearinghouse so that NCTR members can share information about state legislative and state court litigation activity.

(d) Encourage the development of standards of conduct for plan fiduciaries that will assure control and management of plan assets for the exclusive benefit of members and beneficiaries.

(e) Counsel NCTR member systems in the development of procedures to assure disclosure to members (and other where required by law) of all information relating to the plan, including benefits and funding. This activity should include the publication and distribution of annual reports reflecting the financial condition of the plan, as well as the distribution to each participant of an annual statement reflecting the status of his/her account.

(f) Urge NCTR member systems to undergo periodic actuarial evaluations to determine the soundness of funding practices. The valuations should utilize sound actuarial procedures to assure the adequacy of each plan's funding.

(g) Encourage NCTR member systems to develop a statement of investment objectives and policies designed to protect plan assets and to achieve the best possible investment yields, consistent with the standards of prudence imposed upon fund fiduciaries.

(h) Engage in any lawful activity, including the making and carrying out of any contracts necessary, suitable, and proper for the accomplishment of its purposes and to do or perform every other act or thing incidental to the conduct of a trade association's activity.

ARTICLE II-MEMBERSHIP

Section 1. Active Membership

Any retirement system to which teachers belong, in any state commonwealth, territory, or any political subdivision thereof, including Washington, D.C., shall be eligible for active membership.

Section 2. Associate Membership

(a) School employee organizations from each state, all of whose members belong to a state retirement system; local employee organizations, whose members belong to a public teacher retirement system, separate from the state retirement activities; and pension-related public agencies, shall be eligible for associate membership.

(b) Actuarial, accounting, investment firms, and other organizations having an interest in retirement activities shall be eligible for associate membership.

Section 3. Dues

The Council shall be financed by the payment of annual dues by active and associate members. The amount of dues shall be established periodically by the Executive Committee .

Section 4. Approval of Membership Requests

Requests for membership must be approved by the Executive Committee or its designee.

Section 5. Delegates and Voting

(a) General Only delegates, as hereinafter provided, shall be entitled to vote at the annual Meeting or other meetings of the Council.

(b) Election or Designation of Delegates Each active member shall be entitled to three delegates. One shall be the executive officer of the active member. The executive officer is the highest ranking administrative officer of the active member. The other two shall be staff, board members, or both. Alternate delegates who shall vote in the event that one or both of these staff/board delegates are absent may be designated. There shall be no alternative delegate for the executive officer.

(c) Qualification to Vote at Annual Meeting All delegates and alternates shall pay their registration fees at or before the annual meeting to have the right to vote. In addition, each active member shall have paid its annual dues prior to the annual meeting so that its delegates or alternates may vote.

(d) Verification by Credentials Committee The Credentials Committee shall verify the qualification of delegates and alternates and shall advise the Executive Committee and the Council membership as to with delegates and alternates qualify to vote. In addition, each active member shall certify as to the names of its delegates and alternates in a form approved by the Executive Committee. The certification shall be signed by the executive officer of the active member.

(e) Proxy Voting No proxy voting of delegates is allowed.

ARTICLE III-OFFICERS AND EXECUTIVE COMMITTEE

Section 1. Officers

(a) The officers of Council shall be one of the following: an executive officer, a staff member, or a board member of an active member of the Council.

(b) The officers shall be: President, President-Elect, Secretary-Treasurer.

(c) The President-Elect shall be elected from the Executive Committee by the active members of the Council at its annual meeting pursuant to Section 2(b) of this Article. The President-Elect shall automatically succeed to the presidency upon the completion of his/her term. The Secretary-Treasurer shall be elected by the Executive Committee from among the Committee's members.

(d) All officers shall serve without salary or honorarium. Officers and members of the Executive Committee shall be reimbursed for expenses incurred in carrying out their duties.

(e) Terms of Office The President and the President-elect shall each serve a one-year term. The Secretary-Treasurer shall serve a term of one year and may be re-elected annually, but not to exceed his/her term on the Executive Committee.

(f) Duties (i) President The President shall serve as the Chairperson of the Executive Committee. (ii) President-Elect The President-Elect shall serve as the Vice-chairperson of the Executive Committee and shall oversee the program of the annual meeting. (iii) Secretary-Treasurer The Secretary-Treasurer shall oversee the finances of the NCTR.
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Section 2. Executive Committee

(a) Composition: The Executive Committee shall be composed of ten members. Three of the members shall be the President, President-Elect, and immediate past President. Of the seven remaining members, one shall be elected Secretary Treasurer by the Executive Committee. Executive Committee members shall be executive officers, staff members, or board members of active members of the Council. No active member of the Council shall be represented on the Executive Committee by more than one member. Membership on the Executive Committee shall cease when a committee member's employment or affiliation as an executive officer, staff member, or board member with an active Council member is terminated, provided, however, that the Executive Committee may allow the President to complete his/her term notwithstanding his/her retirement from employment or affiliation as an executive officer, staff member, or board member with an active Council member.

(b) Election of President-Elect and Executive Committee Members: The Nominating Committee shall propose to the Council delegates at the annual meeting a nominee for President Elect and a slate of nominees to succeed the Executive Committee members whose terms are expiring. Delegates may nominate additional candidates at the meeting. If no additional candidates are nominated, the delegates shall approve or disapprove in a single vote the nominees submitted by the nominating Committee. If additional candidates are nominated at the meeting, there shall be as separate vote for each position in which more than one person is nominated. A nominee for President-Elect shall be serving on the Executive Committee at the time of his/her nomination.

(c) Terms of Office: The Executive Committee members who are the President, the President-Elect, or the immediate past President shall serve for one year. Four of the remaining Executive Committee members shall each serve for four years and three of them shall each serve for two years. The term of the Secretary-Treasurer shall be one year and he/she may be re-elected. the terms of officers and Executive Committee members shall coincide with the annual meeting of the Council.

(d) Duties: The Executive Committee shall be responsible for establishing policies to govern the activities of the Council and for supervising its operations. The Executive Committee shall have the authority to: designate the location of the Council's headquarters, including rotating headquarters; hire staff; contract with consultants; establish training programs; create a political action committee pursuant to applicable federal and state law; enter into contracts on behalf of the Council; and carry out such other activities as are in the Council's interest.

(e) Vacancies: In the event of the death, disability, or resignation of any member of the Executive Committee, with the exception of the immediate past president, the vacancy shall be filled by the remaining members of the Executive Committee for such period from the date of the vacancy to the date of the next annual meeting. At the next annual meeting, the active members shall fill such vacancy for the remaining portion of such unexpired term.

ARTICLE IV- COMMITTEES

Section 1. Standing and Special Committees

The Executive Committee shall establish such standing committees listed below. The President may establish special committees as he/ she deems desirable to fulfill the purposes of the Council. The President shall select the members of the standing and special committees with the concurrence of the Executive Committee. The terms of committee members shall coincide with the annual meeting of the Council. Such committees may be composed of members of the Executive Committee. Committee members shall be executive officers, staff members, or board members of active members of the Council. The President shall fill any vacancies in standing and special committees which occur between Executive Committee meetings.

Standing committees shall include:

(a) A Resolutions Committee to recommend to the Council positions that the Council should take in regard to public policy issues that affect its operations. This may include resolutions affecting the concerns of retired teachers.

Resolutions shall be approved by a vote of sixty percent of the Delegates present at the annual meeting.

(b) A Legislative Committee to implement the policies of the Executive Committee in regard to federal or state legislative or agency decisions or proposals that impact the Council or its members. Its activity shall include the development and implementation of strategies to promote or oppose legislative or executive branch decisions or proposals. The Legislative Committee shall also monitor all federal legislative or executive agency initiatives that significantly affect public retirement systems and, where appropriate, shall make recommendations for action to the Executive Committee regarding those initiatives.

(c) A Nominating Committee to nominate for approval by the Council a candidate for the President-Elect and candidates to succeed the Executive Committee members who terms are expiring.

(d) A Credentials Committee to verify that the delegates and alternates of the Council meet the qualifications to vote at the annual meeting or other meeting of the Council.

Section 2. Terms

Appointments to such committees shall be for one year; however, members may be reappointed to succeeding terms.

Section 3. Ex-Officio Members

The President and President-Elect shall be ex-officio members of all committees and shall have the right to vote on such committees.

ARTICLE V-MEETINGS

Section 1. General

There shall be held an annual meeting of the Council during which delegates shall vote for the President-Elect and members of the Executive Committee. The delegates shall also vote on such additional matters as the Executive Committee shall put before them. Other meeting of the Council shall take place if called pursuant to Section 2 of this Article.

Section 2. Time and Place

The annual meeting of the Council shall be held at that time and place designated by the Executive Committee. Such additional meetings of the Council or any of its committees shall be held as ordered by the President or a majority of the members of the Executive Committee.

Section 3. Quorums

Those present at any meeting or session of the Council or any committee of the Council, other than the Executive Committee, shall constitute a quorum for the transition of business at such meeting or session. A simple majority of the Executive Committee members shall constitute a quorum for the transaction of business at any meeting of such Committee.

Section 4. Votes Required for Action

A majority vote of those present at a meeting or session of the Council or a committee, other than the Executive Committee, shall be required to take any action, unless otherwise required by this Constitution or applicable law. Five affirmative votes shall be required for the Executive Committee to take any action, unless otherwise required by this Constitution or applicable law.

Section 5. Summary of Proceedings

A summary of the proceedings of the annual meeting of the Council shall be published and distributed to the membership. The Executive Committee shall cause to be maintained a written summary of the actions taken by it, and shall distribute such summaries to the Committee's members such summaries shall be available to Council members upon request to the President.

ARTICLE VI-AGREEMENTS WITH OTHER ORGANIZATIONS

As may be deemed advisable, the Executive Committee may communicate with, and may enter into agreements with, national organizations that have similar goals and purposes as the Council.

ARTICLE VII- OTHER MATTERS

Other matters not provided for in this Constitution shall be governed according to the manner prescribed by the Executive Committee.

ARTICLE VIII-FISCAL YEAR

The fiscal year of the Council shall be January 1 through December 31.

ARTICLE IX-RECORDS

Any records of the council required by the Executive Committee shall be open for reasonable public inspection during business hours at an office designated by the Executive Committee.

ARTICLE X-FINANCES

The Executive Committee shall designate the President, an individual specifically so authorized, or both to sign contracts, leases, bonds, deeds, and mortgages of the Council. The monies of the Council shall be deposited in the name of the Council in a separate account in such bank or banks, trust company or trust companies, or other financial entity or entities as the Executive Committee shall designate. Such monies may be withdrawn only on checks signed in the name of the Council by the Secretary Treasurer and/or such other person or persons as the Executive Committee may designate.

ARTICLE XI-INDEMNITY

Any person made a party to any action, suit, or proceeding, by reason of the fact that he/she, his/her testator, or intestate representative, is or was an officer, member of the Executive Committee or other committees, or employee of the Council or of any organization in which he/ she served as such at the request of the Council, shall be indemnified by the Council against the reasonable expenses including attorney's fees, actually and necessarily incurred by him/her in connection with the defense of such action, suit, or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit, or proceeding, or in connection with any appeal therein that such officer, committee member, or employee was liable for negligence or misconduct in the performance of his/her duties. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer, committee member, or employee may be entitled apart from the provisions of this section. The amount of indemnity to which any officer, committee member, or employee may be entitled shall be fixed by the Executive Committee.

ARTICLE XII-SURETIES AND BONDS

In case the Executive Committee shall so require, any officer, employee, or agent of the Council shall execute to the Council a bond in such sum, and with such surety or sureties as the Executive Committee may direct, conditioned upon the faithful performance of his/her duties to the Council, including responsibility for negligence and for the accounting for all property, funds, and securities of the Council which may come into his/her hands.

ARTICLE XIII-CONSTITUTIONAL AMENDMENTS

Section 1. Amendment Procedures

This Constitution may be amended, at any annual meeting of the Council, by a two-thirds vote of those delegates present, provided that any such proposed amendment shall be signed by a representative of at least three active members, and submitted in writing to the Executive Committee at least 90 days prior to any annual meeting. The Executive Committee shall submit the propose amendment to the Council members, together with its recommendations, no less than 30 days prior to said annual meeting.

Section 2. Effective Date

Such amendments shall become effective immediately upon adoption unless otherwise provided for therein.

(As amended: October 3, 2001)