Section 24A. (a) The State Retiree Benefits Trust Fund shall be managed by a board of trustees which shall have general supervision of the trust. The duties and obligations of the board shall be set forth in a declaration of trust to be adopted by the board. The declaration of trust and any amendments to it shall be filed with the general court, but if the general court takes no final action on the declaration or any amendments to it within 60 days after the date of the filing of the declaration or any amendments with the clerks of the senate and house of representatives, the declaration or amendments shall be considered to be approved.

(b) The board of trustees shall consist of 7 trustees, including the secretary of administration and finance or a designee, the executive director of the group insurance commission or a designee, the executive director of the public employee retirement administration commission or a designee, the state treasurer or a designee, the comptroller or a designee, 1 person to be appointed by the governor and 1 person to be appointed by the state treasurer. The appointed trustees shall serve for terms of 5 years and shall be experienced in the fields of investment, financial management, law and public management. Trustees shall be eligible for reappointment. The members of the board shall elect 1 of the trustees to serve as the chair.

(c) A trustee shall disclose in advance to the board any interest or involvement in any matter that is before the board. The disclosure shall be contemporaneously recorded in the minutes of the board. A trustee having such an interest or involvement shall not participate in any such matter.

(d) The board may select an executive director who shall serve at the pleasure of the board. Sections 9A, 45, 46 and 46C of chapter 30, chapter 31 and chapter 150E shall not apply to the executive director or any other employees of the board. The executive director shall, with the approval of the board: (i) plan, direct, coordinate and execute administrative and investment functions in conformity with the policies and directives of the board; (ii) employ professional and clerical staff as necessary; (iii) report to the board on all operations under the director's control and supervision; (iv) prepare an annual budget and manage the administrative expenses of the trust; and (v) undertake any other activities necessary to implement the powers and duties set forth in this section. If the board does not select an executive director, the chair shall perform all the duties and functions of the executive director set forth in this section or, with the approval of the board, the chair may delegate duties to others.

(e) In addition to the other powers and duties set forth in this section, the board shall approve or ratify decisions of the executive director or, if the board does not select an executive director, the chair or other person designated to carry out the powers and duties of an executive director, formulate policies and procedures considered necessary and appropriate to carry out the purposes of the fund, maintain a record of its proceedings and undertake any other activities necessary to implement the powers and duties set forth in this section.

(f) All records of the fund, including the transactions of the fund, shall be public records as defined in clause Twenty-sixth of section 7 of chapter 4.

(g) In a civil action brought against a trustee or employee of the fund, acting within the scope of the official duties of the trustee or employee, the defense or settlement of which is made by the attorney general or by an attorney employed by the board, the trustee or employee shall be indemnified for all expenses incurred in the defense of the action and shall be indemnified for damages to the same extent as provided for public employees in chapter 258. No trustee or employee shall be indemnified for expenses in an action or damages awarded in an action in which there was shown to be a breach of fiduciary duty, an act of willful dishonesty or an intentional violation of law by the trustee or employee.