Except as otherwise provided herein, the operation and administration of the plan shall be the responsibility of the Committee and the Committee shall have all of the broad, general authority necessary or advisable to operate and administer the plan. The Committee shall have the power and the duty to take all action and to make all decisions necessary or proper to carry out its responsibilities under the plan. All determinations of the Committee as to any question involving its responsibilities under the plan, including interpretation of the plan or as to any discretionary actions to be taken under the plan, shall be solely in the Committee's discretion and shall be final, conclusive and binding on all parties.
Without limiting the generality of the foregoing, the Committee shall have the following powers and duties:
A. 
To require any person to furnish such information as it may request for the purpose of the proper administration of the plan as a condition to receiving any benefit under the plan;
B. 
To make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the plan;
C. 
To interpret the plan and to resolve ambiguities, inconsistencies and omissions in the terms of the plan or any document related to the plan;
D. 
To decide all questions concerning the plan and the eligibility of any employee or other individual to participate in the plan;
E. 
To determine the amount of benefits which shall be payable to any person in accordance with the provisions of the plan;
F. 
To enlarge or diminish any applicable time period set forth in the plan, subject to applicable law; and
G. 
To determine the methods and procedures for the implementation and use of any automated telephone, computer, internet, intranet or other electronic or automated system adopted by the Committee for purposes of plan administration, including for receiving and processing enrollments and instructions with respect to the investment of assets allocated to an account participant's accounts and for such other purposes as may be designated from time to time.
A. 
Except as may be prohibited by applicable law, neither the Committee nor any member thereof shall be liable for:
(1) 
Anything done or omitted to be done by it or by them unless the act or omission claimed to be the basis for liability amounted to a failure to act in good faith or was due to gross negligence or willful misconduct;
(2) 
The payment of any amount under the plan; or
(3) 
Any judgment or reasonable mistake of fact made by it or on its behalf by a member of the Committee.
B. 
No member of the Committee shall be personally liable under any contract, agreement, bond or other instrument made or executed by him or her or on his or her behalf in connection with the plan or Trust Fund.
The Trustee shall have responsibility for the custody and safekeeping of the assets of the plan and the Trust Fund and the valuation of such assets in accordance with the terms of the trust agreement and, in conjunction with the administrative service agency, shall be responsible for implementing the aggregated investment decisions of participants and beneficiaries by allocating the plan assets to the various investment options. The Committee shall periodically review the performance and methods of the Trustee and the Committee may, subject to the terms of the trust agreement, appoint and remove or change the Trustee at any time for any reason or for no stated reason. If the trust agreement so provides, the Trustee may also serve as the administrative service agency and perform the recordkeeping services normally performed by a third party administrative service agency or may provide the services normally provided by a financial organization, provided that the Trustee otherwise qualifies as an administrative service agency or a Financial Organization, as the case may be.
A. 
The Committee shall have the power to appoint or remove one or more financial organizations and to delegate to such financial organization(s) authority and discretion to manage (including the power to acquire and dispose of) the assets of the plan and Trust Fund in accordance with the regulations and the plan.
B. 
The Committee shall periodically review the performance and methods of such financial organization(s).
C. 
The Committee has the right to:
(1) 
Replace any financial organization or investment option with a successor financial organization or investment option; or
(2) 
Select any additional financial organization or investment option.
The Committee may delegate its general authority as it deems appropriate in accordance with the terms of the plan and all applicable Code sections; provided, however, that such delegation shall be subject to revocation at any time at the discretion of the Committee. Notwithstanding any other provision of the plan, the Committee's general authority shall include the right to review, revise, modify, revoke, or vacate any decision made or action taken by any party under the plan to whom authority of the Committee has been delegated or to whom authority with respect to the administration of the plan or the custody and investment of the assets of the Trust Fund has been delegated or assigned under the terms of the plan, by the Committee or otherwise. The rights of the Committee under this § 50-11.6 include the right to review, revise, modify, revoke, or vacate any decision of the administrative service agency or the review.
A. 
Assessment against the Trust Fund. Subject to Subsection B, the expenses of administering the plan, including (i) the fees and expenses of the financial organizations and administrative service agency for the performance of their duties under the plan, including any fees and expenses associated with a change, termination or addition of an investment option, (ii) the fees, if any, of any member of the Committee and any Trustee and the expenses incurred by the Committee or any of its members or any Trustee in the performance of their duties under the plan [including reasonable compensation for any legal counsel, certified public accountants, consultants, and agents, employees of the Committee and cost of services rendered in respect to the plan and the trust agreement (as provided therein)], and (iii) all other proper charges and disbursements of the financial organizations, administrative service agency, the Committee or its members (including settlements of claims or legal actions approved by counsel to the plan) or any Trustee, shall be allocated to and paid out of the assets of the Trust Fund in accordance with such allocation and payment procedures as the Committee shall establish from time to time. The Committee is authorized to levy a fee against the accounts of account participants for the purpose of paying some or all of such expenses, except where the employer elects to pay such expenses directly; provided, however, that any such fees shall be levied on a pro-rata basis from the account participants' various accounts at any given time, including before-tax deferral accounts, Roth accounts (to the extent applicable), rollover accounts not relating to rollover contributions of amounts from a Qualified Roth contribution Program, and rollover accounts relating to rollover contributions of amounts from a qualified Roth contribution program.
B. 
Investment expenses. Unless the Committee determines otherwise, brokerage fees, transfer taxes and any other expenses incident to the purchase or sale of securities for any investment option shall be deemed to be part of the cost of such securities, or deducted in computing the proceeds therefrom, as the case may be. The administrative service agency shall appropriately deduct any taxes assessed in respect of any assets held, income received, or transactions effected under any investment option proportionately against any accounts that are invested in such investment option.
A. 
Initial claim of rights or benefits and review. Any claim to rights or benefits under the plan, including any purported qualified domestic relations order, or request for an unforeseeable emergency withdrawal must be filed in writing with the Committee, or with such other entity as the Committee may designate. Within 60 days after receipt of such claim, the Committee, or such other entity designated by the Committee, shall notify the claimant and, if such claimant is not the account participant, any account participant against whose plan benefit the claim is made, that the claim has been granted or denied, in whole or in part. Notice of denial of any claim in whole or in part by the Committee, or by such other entity designated by the Committee, shall include the specific reasons for denial and notice of the rights granted by this § 50-11.8.
B. 
Review of decision. Any claimant or account participant who has received notice of denial or grant, in whole or in part, of a claim made in accordance with the foregoing Subsection A may file a written request within 30 days of receipt of such denial for review of the decision by the Review Committee. Within 90 days after receipt of such request for review, the Review Committee shall notify the claimant, and, as applicable, the account participant, that the claim has been granted or denied, in whole or in part; provided, however, that the Review Committee may, in its discretion, extend such period by up to an additional 120 days upon notice to the claimant, and, as applicable, the account participant, prior to expiration of the original 90 days that such additional period is needed for proper review of the claim. Notice of denial of any claim in whole or in part by the Review Committee shall include the specific reasons for denial and shall be final, binding and conclusive on all interested persons for all purposes.
The Committee shall arrange for the engagement of legal counsel and certified public accountants, who may be counsel or accountants for the employer, and other consultants, including an investment adviser, and make use of agents and clerical or other personnel, for purposes of this plan. The Committee may rely upon the written opinions of counsel, accountants and consultants, and upon any information supplied by the Trustee, a financial organization or administrative service agency appointed in accordance with the regulations.
No member of the Committee shall be entitled to act on or decide any matters relating solely to such member or any of his or her rights or benefits under the plan.
All actions of the Committee shall be taken at a public meeting in accordance with Article 7 of the Public Officers Law. The Committee shall establish its own procedures and the time and place for its meetings and provide for the keeping of minutes of all meetings.
Notwithstanding any other provision hereof, the plan shall at all times be operated in accordance with the requirements of applicable law, including the regulations.