Curtiss-Wright Corp. v. Schoonejongen, 514 U.S. 73, 10 (1995)

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Opinion of the Court

Section 402(b)(3)'s primary purpose is obviously functional: to ensure that every plan has a workable amendment procedure. This is clear from not only the face of the provision but also its placement in 402(b), which lays out the requisite functional features of ERISA plans. 29 U. S. C. 1102(b) (every ERISA plan shall have, in addition to an amendment procedure, "a procedure for establishing and carrying out a funding policy and method," "[a] procedure under the plan for the allocation of responsibilities for the operation and administration of the plan," and "[a] basis on which payments are made to and from the plan").

Requiring every plan to have a coherent amendment procedure serves several laudable goals. First, for a plan not to have such a procedure would risk rendering the plan forever unamendable under standard trust law principles. See Restatement (Second) of Trusts, supra, 331(2). Second, such a requirement increases the likelihood that proposed plan amendments, which are fairly serious events, are recognized as such and given the special consideration they deserve. Finally, having an amendment procedure enables plan administrators, the people who manage the plan on a day-to-day level, to have a mechanism for sorting out, from among the occasional corporate communications that pass through their offices and that conflict with the existing plan terms, the bona fide amendments from those that are not. In fact, plan administrators may have a statutory responsibility to do this sorting out. See 29 U. S. C. 1104(a)(1)(D) (plan administrators have a duty to run the plan "in accordance with the documents and instruments governing the plan insofar as such documents and instruments are consistent with the provisions of [the statute]," which would include the amendment procedure provision). That Congress may have had plan administrators in mind is suggested by the fact that 402(b)(3), and 402(b) more generally, is located in the "fiduciary responsibility" section of ERISA. See 29 U. S. C. 1101-1114.

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