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HomeMy WebLinkAbout90-076 CC ResolutionRESOLUTION NO. 90-76 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF TEMECULA AMENDING RESOLUTION 90-50 ESTABLISHING AN EMPLOYEE DEFERRED COMPENSATION PLAN TO BE ADMINISTERED BY ICMA RETIREMENT CORPORATION THE CITY COUNCIL OF THE CITY OF TEMECULA DOES RESOLVE, DETERMINE AND ORDER AS FOLLOWS: WHEREAS, The City adopted Resolution No. 90-50 on the 8th day of May, 1990 establishing an Employee Deferred Compensation Plan and, WHEREAS, ICMA Retirement Corporation has provided the City with the specific deferred compensation plan, NOW THEREFORE BE IT RESOLVED, that the City of Temecula adopts the deferred compensation plan attached hereto as Appendix A, and directs as follows: Section 1. The City of Temecula hereby appoints the ICMA Retirement Corporation to serve as Administrator thereunder; and Section 2. The City Clerk shall certify the adoption of this resolution. PASSED, APPROVED AND ADOPTED this 24th day of July, 1990. ATTEST: Ronald J. Parks, Mayor Ju~~reek, Deputy City Clerk [SEAL] Resos 90-76 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) SS CITY OF TEMECULA ) I, June S. Greek, Deputy City Clerk of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. 90-76 was duly adopted at a regular meeting of the City Council of the City of Temecula on the 24th day of July, 1990, by the following roll call vote. AYES: 5 COUNCILMEMBERS: Birdsall, Lindemarts, Mufioz, Moore, Parks NOES: 0 COUNCILMEMBERS: None ABSENT: 0 COUNCILMEMBERS: None Resos 90-76 ("Employer") Deferred Compensation Plan 10/89 Article I. INTRODUCTION The Employer hereby establishes the Employer's Deferred Compensa- tion Plan, hereinafter referred to as Ihe "Plan." The Plan consists pt the provisions set forth In this document. The primary purpose of this Plan is to provide retirement income and other deferred benefits to the EmDIoyees of the Employer in accordance with the provisions of Section 457 of the Internal Revenue Code of 1986, as amended (the "Code"), This Plan shall be an agreement solely between the Employer and particiDatlng Employees. Article II. DEFINITIONS Section 2.01 Account: The bookkeeping account maintained for each Participant reflecting the cumulative amount of the Participant's Deferred Compensation, including any income, gains, losses, or increases or decreases in market value attributable to the Employer's investment of the Participant's Deferred Compensation, and further reflecting any distri- butions to the Participant or the Participant's Beneficiary and any fees or expenses charged against such Participant's Deferred Compensation. Seaion 2.02 Administrator: The person or persons named to carry out certain nondiscretionary administrative functions under Ihe Plan, as hereinafter described. The Employer may remove any person as Admin- Istrator upon 60 days' advance notice in writing to such person. in which case the Employer shall name another person or persons to act as Administrator. The Administrator may resign upon 60 days' advance notice in writing to the Employer, in which case Ihe Employer shall name another person or persons to act as Administrator. Section 2.03 Beneficiary: The Derson or persons designated by the Participant in his Joinder Agreement who shall receive any benellis payable hereunder in the event of the Participant's death. In the evenl that the ParticiDanl: names two or more Beneficiaries, each Beneficiary shall be entitled to equal shares of the benefits payable at the Partici- pant's death, unless otherwise provided in the Participant's Joinder Agreement. If no Beneficiary is designated in the Joinder Agreement, if the Designated Beneficiary predeceases the Participant, or if the desig- nated Beneficiary does not survive the Participant for a period of fifteen (15) days, then the eslate of the Participant shall be the Beneficiary. Section 2.04 Deferred Compensation: The amount of Normal Compen- sation otherwise payable Io the Participant which the Participant and the Employer mutually agree to defer hereunder, any amount credited to a Participant's Account by reason of a transfer under Section 6.03, or any olher amount which the Employer agrees to credit to a Partici- pant's Account. Section 2.05 Employee: Any individual who provides services for the Employer, whether as an employee pt the Employer or as an independ- ent contractor, and who has been designated by the Employer as eligible to participate in the Plan. Section 2.06 Includible Compensation: ]'he amount of an Employees compensation from the Employer for a taxable year that is attributable to serv;ces performed for the Employer and that is includible in the Employ- ee's gross income for the taxable year for federal income tax purposes; such term does not include any amount excludable from gross income under this Plan or any other plan described in Section 457(b) of the Code or any other amount excludable from gross income for federal income tax purposes. Includible Compensation shall be determined without regard to any community property laws. Section 2.0? Joinder Agreement: An agreement entered into between an Employee and the Employer, including any amendments or modifica tions thereol. Such agreement shall IIx the amount of Delerred Compen salion, specify a preference among the investment alternatives designated by the Employer, designate the Employee's Beneliciary or Beneficiaries, and incorporate the terms, conditions, and provisions pt the Plan by relerence. Section 2.08 Normal Compensation: The amount of compensation which would be payable to a Participant by the Employer for a taxable year if no Joinder Agreement were in effect to defer compensation under this Plan Section 2.09 Normal Retirement Age: Age 70'5, unless the Participant has elected an alternate Normal Retirement Age by written instrument deliv ered to the Administrator prior to Separation from Service. A Partici pant's Normal Retirement Age determines the period during which a Participant may utilize the catch-up limitation of Section 5.02 hereun der. Once a Participant has to any extent utilized the catch-up limitation of Section 5.02, his Normal Retirement Age may not be changed. A Participant's alternate Normal Retirement Age may not be earlier than the earliest date that the Participant will become eligible to retire and receive unreduced retirement benefits under Ihe Employer's basic retirement plan covering the Participant and may not be later than the date the ParticiDant will attain age 70t5. If a Participant continues employ ment after attaining age 70~5, not having previously elected an alternate Normal Retirement Age, the Participant's alternate Normal Retirement Age shall not be later than the mandatory retirement age, if any. estab lished by the Employer, or the age at which the Participant actually separates Irom service if the Employer has no mandatory retirement age. If the Participant will not become eligible to receive benefits under a basic retirement plan maintained by lhe Employer, the Participant's alternate Normal Retiremenl Age may not be earlier than age 55 and may not be later than age Section 2.10 Participant: Any Employee who has joined the Plan pursuant to the requirements of Article IV. Section 2.11 Plan Year: The calendar year. Section 2.12 Retirement: The first date upon which both of the following shall have occurred with respect to a participanl: Separation from Service and attainment of age 65. Section 2.13 Separation fi'om Service: Severance of the Participant's employment with the Employer which constitutes a "separation from service" within the meaning of Section 402{e)(4)(A)(iii) of the Code. In general, a Participant shall be deemed to have severed his employmenl with the Employer for purposes pt this Plan when, in accordance with the established practices of the Employer, the employment relationship is considered to have actually terminated. In the case pt a Participant who is an independent contractor of the Employer. Separation from Service shall be deemed to have occurred when the Participant's con- tract under which services are performed has completely expired and terminated, there is no foreseeable possibility that the Employer will renew the conlract or enter into a new contract for the Participant's services, and it is not anticipated that the Participant will become art Employee of the Employer. Article III. ADMINISTRATION Section 3.01 Duties of Employer: The Employer shall have the authority Io make all discretionary decisions affecting the rights or benefits of Participants which may be required in the administration of this Plan, Section 3.02 Dutle~ of Administrator: The Administrator, as agent for the EmDtoyer, shall perform nondiscretionary administrative functions in connection wilh the P~an, including the maintenance of Participanls' Accounts, the provision of periodic reports of the status of each Account, and the disbursement of benefits on behalf ol the Employer in accor- dance wilh the provisions of this Plan. Article IV. PARTICIPATION IN THE PlAN Section 4.01 Initial Participation: An Employee may become a Padicipant by enlering tnlo a Joinder Agreement prior to the beginning pt the calendar month in which the Joinder Agreement is to become effective to defer compensation not yet earned. Section 4.02 Amendment of Joinde~' Agreement: A Parlicipant may amend an executed Joinder Agreement to change the amount pt compensation not yet earned which is to be deferred (including the reduction of such future deferrals to zero) or to change his investment preference (subiect to such restrictions as may result from the nature or terms of any investment made by the Employer), Such amendment shall become effective as of the beginning of the calendar month commencing after the date the amendment is executed. A Participant may at any time amend his Joinder Agreement to change t: designated Beneficiary, and such amendment shall become effecliv~ minedlately. Article V. LIMITATIONS ON DEFERRALS Section 5.01 Normal Limitation: Except as provided in Section 5.02, the maximum amounl of Deferred Compensation for any Participant for any taxable year shall not exceed the lesser of $7,500.00 or 33¼ parcertl of Ihe Participant's Includible Compensation 1or the taxable year, This llmltallon will ordinarily be equivalent to the lesser of $7,500.00 or 25 percent of the Participant's Normal Compensation. ~',,~Uon 5.02 Catch-Up limitation: For each of the last lhree (3) taxable years of a Participant ending before his attainment of Normal Retirement Age, Ihe maximum amount of Deferred Compensation shall be Ihe lesser of: (1) $15,000 or (2) the sum of (i) the Normal Limitalign for the taxable year, and (it) the Normal Limitation for each prior taxable year of the Participanl commencing after 1978 less the amount of the Participant's Deferred Compensation for such prior taxable years. A prior taxable year shall be laken into account under the preceding sentence only if (i) the Participant was eligible to participate in the Plan for such year (or in any other eligible deferred compensation plan established under Sec- tion 457 of the Code which is properly taken into account pursuant to regulations under section 457), and (it) compensation (il any) aleletted under the Plan (or such other Dian) was subject to the deferral limita- tions set forth in Section 5.01. Section 5,03 Other' Plans: The amount exc/udable from a Participant's gross income under this Plan or any other eligible deterred compensa- tion plan under section 457 of the Code shall not exceed $7,500.00 (or such grealer amount allowed under Section 5.02 of the Ptan). less any arepurer excluded from gross income under section 403(b), 402(a)(8), or 402(h)(1)(B) of the Code. or any amount with respect to which a deduction is allowable by reason of a contribution to an organization described in section 501(c)(18) of the Code. Article Vl. INVEb"FMENTS AND ACCOUNT VALUES Section 6.01 Investment of Defen'ed Compensation: All investments of Participants' Deferred Compensation made by the Employer, including all property and rights purchased with such amounts and all income attribulable thereto, shall be the sole property of the Employer and shall not be held In trust for Partlclpanls or as collateral securib/ for the fulfillment of the Employer's obligations under the Plan. Such property shall be subiect to the claims of general creditors of the Employer, and no Participant or Beneficiary shall have any vested interest or secured or preferred position with respect to such property or have any claim against the Employer except as a general creditor. Section 6.02 Crediting of Accounts: The Participant's Account shall reflec~ the amount and value of the Inveslmenls or other properly obtained by the Employer through Ihe Investment of the Participant's Deferred Corn pensalign. It is anticipated that Ihe Emptoyer's investmenls with respect to a Participant will conform to !he investment prelerence specified in the Participant's Joinder Agreement, but nothing herein shall be con strued to require the Employer fo make any particular investment of a Participant's Deferred Compensation. Each Participant shall receive periodic reports, not less frequently than annually, showing the then current value of his Account. Section 6.03 Transfers: (a) Incoming Transfers: A transfer may be accepted (rom an eligible deferred compensation plan maintained by another employer and cred tied to a Participant's Account under this Plan if (i) the Participant has separated from service with that employer and become an Employee of the Employer, and (it) the other employer's plan provides that such transfer will be made. The Employer may require such documentation from the predecessor plan as it deems necessary to effectuate the transfer, to contirm that such plan is an eligible deferred compensation plan within the meaning of Section 457 of the Code, and to assure that transfers are provided for under such plan. The Employer may refuse to accept a transfer in the Iorm ol assets other than cash. unless the Employer and the Administrator agree to hold such other assets under the Plan. Any such transferred amount shall not be treated as a deferral subject to the limitations oi Article V, except that, 1or purposes ol applying the limitations of Sections 5.01 and 5.02, an amount deferred during any laxable year under the plan from which the transfer is accepted shall be Irested as if it has been deferred under this Plan during such taxable year and compensation paid by the Iransferor employer shall be trealed as if it had been pa~d by the Employer. (b) Outgoing Transfers: An amount may be transferred to an eligible deferred compensation plan maintained by another employer, and charged to a Participant's Account under this Plan, if (i) the Participant has separated from service with the Employer and become an employee of the other employer, (ii) the other employer's plan prowdes !hat such transfer will be accepted. and (iii) the Participant and the employers have signed such agreements as are necessary to assure that the Employer's liability to pay benefits to the Participant has been dis- charged and assumed by the other employer. The Employer may recluire such documentation from the other plan as it deems necessary lo effectuate the transfer, to confirm that such plan is an eligible deterred compensation plan within the meaning of section 457 of the Code, and to assure that Iranslers are provided for under such plan, Such trans- fers shall be made only under such circumstances as are permitted under section 457 of the Code and the regulations lhereunder, Section 6.04 Employer Liability: In no event shall the Employer's liability to pay benefits to a Participant under Article VI exceed the value of the amounts credited to the Participant's Account; the Employer shall not be liable for losses arising from depreciation or shrinkage m the value pt any investments acquired under this Plan. Article VII. BENEFITS Section 7.01 Retirement Benefits and Election on Separation from Service: Except as otherwise provided in this Article VII, the dlstr~butior~ of a Participant's Account shall commence as of April I of the calendar year alter the Plan Year of lhe Participant's Retirement, and lhe distribu- tion of such Retirement benefits shall be made in accordance w~th one of the paymenl options described in Section 7.02. Notwithstanding the foregoing, lhe Participant may irrevocably elect within 60 days following Separation from Service to have the distribution of benefits commence on a lixed or determinable date other than that described in the braced · ing sentence which is at least 60 days after the date such election is delivered in wriling to the Employer and forwarded to the Administrator, but not later than April ! of the year following the year of the Participant's Retirement or attainment of age 70'/~,, whichever is later. Section 7.02 Payment Options: As provided in Sections 7.01, 7.04. and 7.05, a Participant or Beneficiary may elect to have the value of the Participant's Account distributed in accordance with one of the follow- ing payment options, provided Ihat such option is consistent with the limitations set forth in Section 7.03: (a) Equal monthly, Quarterly, semi-annual or annual payments in an amount chosen by the Participant, continuing until his Account is exhausted; (b) One lump-sum payment; (c) Approximately equal monthly, quarterly, semi-annual or annual payments, calculated to continue for a period certain chosen by the ParticipanL (d) Annual Paymenls equal to the minimum distributions required under Section 401(a)(9) of the Code over the life expectancy of the Participant or over the lite expectancies of the Participant and his Beneficiary. (e) Payments equal to payments made by the issuer of a retirement annuity policy acquired by the Employer. (f) Any other payment option elected by the Participant and agreed to by the Employer and Administrator, provided that such option must provide for substantially nonincreasing payments for any period after the latest benefit commencement date under Section 7.01. A Participant's or Beneficiary's election of a payment option must be made at least 30 days before the payment of benefits is to commence. If a Participant or Beneficiary fails to make a timely election of a payment option, benefits shall be paid monthly under option (c) above for a period of five years. Sec41on 7.03 Umitafion on Options: No payment option may be selected by a Participant or Beneficiary under Seclions 7.02, 7.04, or 7.05 unless it satisfies the requiremenls of Sections 401(a)(9) and 457(d)(2) of the Code, including that oaymenls commencing before the death of the Participant shall satisfy the incidental death benefits reclutrement under section 457(d)(2)(B)(I)(l). Unless otherwise elected by the Participant, all determinations under Section 401(a)(9) shall be made without recaN culafion of life expectancies. Section 7.04 Post-retirement Death Benefits: (a) Should the Participant die after he has begun to receive benefits under a payment option, the remaining Daymerits, if any, under the payment option shall be payable to the Participant's Beneficiary com- mencing within the 30-day period commencing with the 6tst day after lhe Participant's death, unless the Beneficiary elects payment under a different payment option that is available under Section 7.02 within 60 days of the Participant's death. Any different payment o!Dtion elected by a Beneficiary under this section must provide for payments al a raie that is at least as rapid as under the payment option that was applicable to the Participant. in no event shall the Employer or Administrator be liable to the Beneficiary for the amount of any payment made in the name ol the Participant before the Administrator receives proof of death of the Participant. (b) If lhe designated Beneficiary does not continue to live for the remain- ing period of payments under the payment option, then the commuted value of any remaining payments under the payment option shall be paid in a lump sum to the estate of the Beneficiary. In the event that the Partlcipanl's estate is the Beneficiary, the commuted value of any remain- ing payments under the payment option shall be paid to the estate in a lump sum. Section 7.05 Pre-retirement Death Benefits: (a) Should the Participant die before he has begun to receive the benefits provided by Section 7.01, the value of lhe Participant's Account Shall be payable to Ihe Beneficiary commencing within the 30-day period commencing on lhe 91 st day after the Participant's death, unless Ihe Beneficiary irrevocably elects a different fixed or determinehie benefit commencement date within 90 days ol the Participant's death. Such benefit commencement date shall be not later than the later of {i) December 31 of the year following the year of the Participant's death, or (if) if the Beneficiary is the Participant's spouse, December 31 of the year in which the Participant would have attained age 70~/~. (b) Unless a Beneficiary elects a different payment option prior to the benefit commencement date. death benefits under this Section shall be paid in approximately equal annual installments over five years, or over such shorter period as may be necessary to assure that the amount of any annual installment is not less than $3,500. A Beneficiary shall be treated as if he were a Participant for purposes of determining the payment options available under Section 7.02, provided, however, that the payment option chosen by the Beneficiary must provide for pay- ments to the Beneficiary over a period no longer than the lile expec- tancy of the Beneficiary, and provided that such period may not exceed fifteen (15) years if the Beneficiary is not the Participant's spouse. (c) In the event that the Beneficiary dies before the payment of death benefits has commenced or been completed, the remaining value of the Participant's Account shall be paid to the estate of the Beneficiary in a lump sum, In the event that the Participant's estate is the Beneficiary, payment shall be made to the estate in a lump sum. Section 7.06 Unforeseeeble Emergencies: (a) In the event an unforeseeable emergency occurs, a Participant may apply to the Employer to receive that part of the value of his Account that is reasonably needed to satisfy the emergency need. If such an applica- tion is approved by the Employer, the Participant shall be paid only such amount as the Employer deems necessary to meet the emergency need, but payment shall not be made to the extent that the financial hardship may be relieved through cessation of deferral under the Plan, insurance or other reimbursement, or liquidation of other assets to the extent such liquidation would nol ilsell cause severe financial hardship. (b) An unforeseeable emergency shall be deemed to involve only cir- cumstances of severe financial hardship to the Participant resulting from a sudden unexpected illness, accident, or disability of the Partici- pant or ol a dependent (as defined in Section 152(a) of the Code) ol lhe Participant, loss of the Participant's property due to casualty, or other similar and extraordinary unforeseeable circumstances arising as a result of events beyond the control of the Participant. The need to send a Participant's child to college or to purchase a new home shall not be considered unforeseeable emergencies. The determination as Io whether such an unloreseeable emergency exists shall be based on the merits of each individual case. Section 7.07 Transitional Rule for Pre-1989 Benefit Elections: in the event that, prior to January I, 1989, a Participant or Beneficiary has com- menced receiving benefits under a payment option or has irrevocably elected a payment option or benefit commencement date, then that payment option or election shall remain in effect notwithstanding any other provision of this Plan. Article VIII. NON-ASSIGNABILITY Section 8.01 In General: Except as provided in Section 8.02, no Partici- pant or Beneficiary shall have any right to commute, sell, assign, pledge, transfer or otherwise convey or encumber the right to receive any payments hereunder, which payments and rights are expressly declared to be non-assignable and non-transferable. Section 8.02 Domestic Relations Orders: (a) Allowance of Transfers: To the extent rec~uired under a final judg- ment, decree, or order (including approval of a property settlement agreement) made pursuant to a stale domestic relations law, any portion of a Participant's Account may be paid or set aside for payment to a spouse, former spouse, or child of the Participant, Where nece~=ary to carry out the terms of such an order. a separate Account shall be established with respect to the spouse, former spouse, or child who shall be antilied to make investment selections with respect thereto in 3 the same manner as the Participant; any amount so set aside Iora spouse, former spouse. or child shall be paid out in a lump sum at the earliest date that benefits may De paid to the Participant, unless the order directs a different time or form of payment. Nothing ~n this Section shall be construed to authorize any amount to be distribuled under the Plan at a time or in a form that is not l:)ermltted under Section 457 of the Code. Any payment made to a person other than the Participant pursu- ant to this Section shall be reduced by required income tax withholding; the fact that payment is made to a person other than the Participant may not prevent such payment from being includibie in the gross income oi the Participant for withholding and income tax reporting purposes. (b) Release from Liabilib/to Participant: The Employer's liability to pay benefits to a Participant shall be reduced to the extent that amounts have been paid or set aside for payment to a spouse, former spouse, or child pursuant to paragraph (a) of this Section. No such transfer shall be effectuated unless the Employer or Administrator has been provided wilh satisfactory evidence that the Employer and the Administrator are released from any further claim by the Participant with respect to such amounts. The Participant sl~all be deemed to have released the Employer and the Administrator from any claim wilh respect to such amounts, Jn any case in which (i) the Employer or Administralor has been served w~th legat process or otherwise joined in a proceeding relating to such transfer, (it) the Participant has been not~fied of the pendency of such proceeding in the manner prescribed by the law ol the jurisdiction in which the proceeding is pending for service of process in such aclion or by ma~i from the Employer or Administrator to the Participant's last known mailing address, and (ifil the Participant fails to obtain an order ot the court in the proceeding relieving the Employer or Administrator from the obligation to comply with the judgment, decree, or order, (c) Participation in Legal Proceedings: The Employer and Administrator shall not be obligated to defend against or set aside any judgment. decree, or order described in paragraph (a) or any legal order relating to the garnishment ot a Participant's benefits, unless the lull expense of such legal action is borne by the Participant. In the evenl that the Participant's action (or inaction) nonetheless causes the Employer or Administrator to incur such expense, the amount of the expense may be charged against lhe Participant's Account and thereby reduce the Employer's obligation to pay benefits to the Participant. In the course ot any proceeding relating to divorce, separation, or child support, lhe Employer and Administrator shall be authorized to disclose information relating to the Participant's Accounl to the Participant's spouse, former spouse, or child (including the legal representatives ol the spouse, former spouse, or child), or to a court. Article IX. RELATIONSHIP TO OTHER PLANS AND EMPLOYMENT AGREEMENTS This Plan serves in addition to any other retirement, pension, or benefit plan or system presently in existence or hereinafter established lor the benefit of the Employer's employees, and participation hereun- der shall not affect benefits receivable under any such plan or system. Nothing contained in this Plan shall be deemed tO constitute an employ- ment contract or agreement between any Participant and the Eruptdyer or to g~ve any Participant the right to be retained in the employ of the Employer. Nor shall anything herein be construed to modify the terms of any employment contract or agreement between a Participant and the Employer. Article X. AMENDMENT OR TERMINATION OF PLAN The Employer may at any time amend this Plan provided that it transmits such amendment in writing tO the Administrator al least 30 days prior to the effective date of the amendment. ]'he consent of the Administrator shall not be required in order for such amendment to become effective, but the Administrator shall be under no obligation to continue acting as Administralor hereunder if it disapproves ol such amendment. The Employer may at any time terminate this Plan. The Administrator may at any time propose an amendment to the Plan by an instrument in wriling transmitted to the Employer at least 30 days before the effective date of Ihe amendment. Such amendment shall become effective unless. within such 30-day period, the Employer notifies the Administralor in writing that it disapproves such amend- ment, in which case Such amendment shall not become effective. In lhe event of such disapproval, the Administrator shall be under no obliga- tion to continue acting as Administrator hereunder. if this Plan docu- ment constitutes an amendment and restatement of the Plan as prevmously adopted by the Employer. the amendments contained herein shall become effeclive on January t, 1989, and the terms ot the preced- ing Plan document shall remain in effect through December 31, 1988. Except as may be required to maintain the slatus of the Plan as an eligible deferred compensalion plan under section 457 ol the Code or to comply with other applicable laws, no amendment or termination ol Ihe Plan shall divest any Participant of any rights with respect to com- pensation deferred before the date oi the amendment or termination. Article Xl. APPLICABLE LAW This Plan shall be conslrued under lhe laws of the slate where the Employer is located and is established with the intent that it meet the requirements of an "eligible deferred compensation plan" under Sec- tion 457 of the Code, as amended. The provisions of this Plan shall be interpreted wherever possible in conformity with the requirements ol that section. Article Xll. GENDER AND NUMBER The masculine pronoun, whenever used herein, shall include the feminine pronoun, and the singular shall include the plural, except where the context requires otherwmse.