§ 154-212. Investment powers, duties, and privileges of the board of trustees.

The board of trustees shall hold and manage the trust fund and shall have all powers necessary, proper, and convenient for the preservation and management thereof and shall invest the assets of the trust fund in accordance with O.C.G.A. §§ 47-1-12 and 33-11-1 et seq. and subject to all the terms, conditions, limitations, and restrictions imposed by Georgia law on investments by domestic life insurance companies. No corporation, transfer agent, or other person dealing with the board of trustees or any of its members shall be obliged to see to the application of any money or other property delivered to the board of trustees, or to examine into the terms upon which any property is held by the board of trustees, or to make any inquiry whether the board of trustees is otherwise authorized to take or omit any action; but any such corporation, transfer agent, or other person may deal with such property and with the board of trustees as if it were the outright owner thereof, free from any trust. It is the intention of the parties that to the greatest extent permitted by applicable law any investment made or retained by the board of trustees in good faith shall be considered a proper exercise of its duties. In addition to and not in limitation of the rights, powers, and exemptions elsewhere given to the board of trustees by the plan and trust or by law, the board of trustees shall have the full power and authority, without notice or advertisement and without the order or intervention of any court, subject to the direction of an investment adviser or custodian, if any, as provided in section 154-213 and except as may be specifically limited by section 154-181(c):

(1)

To buy, exchange, pledge, mortgage, and sell any real or personal property, subject to the limitations in this section, at public or private sale, with or without advertisement, for such prices and upon such terms as it may deem proper; to lend money to others and to borrow money from others at any time and from time to time, upon such terms and conditions as it may determine, and for the sum so borrowed or advanced the board of trustees may issue its promissory note as trustee and secure the repayment thereof by the pledging of any securities or other property in its possession as trustee, and may pay interest thereon at such reasonable rate as it may determine; to continue mortgage investments after maturity either with or without removal or extension; to foreclose mortgages and bid in property under foreclosure and hold, lease and manage the same; to extend the time of payment of any obligation and to rescind, vary, compromise, arbitrate, or litigate any contract or claim in favor of or against the trust (but it shall not be required to institute or continue litigation unless it is in possession of funds available and suitable for that purpose or unless it has been indemnified to its satisfaction against its counsel fees and other expenses and liabilities to which it may in its judgment be subjected by such action, and out of the recoveries of any litigation the board of trustees shall be entitled to reimbursement for its expenses in connection therewith).

(2)

To invest and reinvest the trust fund and income therefrom in any personal property whatsoever as in its discretion it deems advisable including, without limitation, shares of any investment company, whether incorporated or not, that is registered under the Investment Company Act of 1940 as an open-end management company or trust and that has been organized for not less than ten years and has assets of not less than $25,000,000.00 at the date of investment, stocks, common or preferred, of any solvent corporation (other than a corporation engaged solely in the business of operating real estate or a corporation having substantially all of its assets invested in such corporation), provided that cash dividends have been paid out of current earnings in at least three of the last five years, purchase bonds (both public and private), mortgages, certificates of deposit, savings account, and other evidences of indebtedness or ownership, endowment or annuity contracts, participation certificates, and common collective trust funds. Notwithstanding the foregoing, the board of trustees will not invest the assets of the trust fund except as authorized under O.C.G.A. § 33-11-1 et seq., and no more than 75 percent of the market value of the trust fund shall be invested in common stock or other equities.

(3)

To invest and reinvest the trust fund and income therefrom in real property, subject to the limitations of O.C.G.A. §§ 33-11-29—33-11-32 and O.C.G.A. § 33-11-39. In no event shall the value of any real estate investments by the trust fund exceed 25 percent of the assets of the trust fund.

(4)

To vote directly or by general or limited proxy any stock held by it; to exercise any conversion privileges, subscription rights, or other options and to make any payments incidental thereto; to make such exchanges, pay such expenses, and otherwise act as it may deem proper in any merger, reorganization, consolidation, partition, or other transaction affecting any of the property held by it.

(5)

To hold funds uninvested for temporary periods without liability to pay interest thereon; to register, hold, and carry real and personal property in any name, including the name of a nominee, without the indication of any trust; and to hold any investment in bearer form; provided, however, that the books and records of the board of trustees shall at all times show that all such investments are a part of the trust fund; to execute or join in the execution, acknowledgement, and delivery of all deeds, leases, conveyances, assignments, transfers, or other documents or instruments, whether or not under seal, incident to their rights, powers and discretion; to perform such other acts, whether or not expressly authorized, as may be necessary or proper, and to exercise all such further rights and powers as may be granted to trustees under the laws of the State of Georgia and the United States.

(91-RC-669, § 8.2, 12-18-91; 92-RM-443, § 9, 9-2-92)