ORDER NO. 21722

APPROVAL OF REINSTATEMENT OF THE KERR COUNTY
HOUSING FINANCE CORPORATION

On this the 23rd day of November, 1993, upon motion made by
Commissioner Holekamp, seconded by Commissioner Oehler, the
Court unanimously approved by a vote of 4-0-0, to approve the
reinstatement of the Kerr County Housing Financing Corporation.McCabe & Voss
Attorneys and Counselors at Law
7320 North MoPac, Suite 309 Phone: (512) 346-8983
Austin, Texas 78731 FAX: (512) 346-8986
MEMORANDUM
TO: The Honorable Judge and Commissioners of Ketr County
FROM: Brian T. McCabe~~~ ' \.
DATE: November 11, 1993
SUBJECT: Oakdale Apartments
We appreciated having the opportunity to appear before you on November 9, 1993, to
discuss the Kerr County Housing Finance Corporation ("Corporation") and proposed financing of
the Oakdale Apartments ("Project"). On behalf of Affordable Asset Development, Inc., the
proposed purchaser of the Project ("Borrower") and T. J. Thompson & Associates, Inc., the
underwriter of the proposed bonds, we request that the Commissioners Court consider this issue at
their meeting of November 16, 1993. The purpose of this Memorandum is to briefly set forth the
nature and purpose of the action requested.
Commissioners Court
The Commissioners Court authorized the formation of the Kerr Counry Housing Finance
Corporation in 1986. This Corporation was formed, the members of the Court were designated as
the members of its Boazd of Directors and the Articles of Incorporation were filed with the
Secretary of State, It seems that nothing else happened following these actions. While the Articles
are still on file with the Secretary of State, they are currently "inactive".
In order for a bond issue for the Oakdale Apartments to be considered, the Commissioners
Court must fast "reactivate" this Corporation, appoint its members and authorize the Corporation
to adopt Bylaws. We anticipate that the Court would want to appoint the members of the Court as
the directors of the Corporation, as the 1986 Court did. We have prepared an Order of the Court
accomplishing this and submitted such Order to your County Attorney (a copy of this Order is
attached). We also attach a memo with the suggested posting for this matter. We believe that the
County Attorney has reviewed this Order and found it to be in proper, legal form to cause these
actions. We respectfully request that the Commissioners Court consider the adoption of this Order
at its November 16, 1993, meeting.
Kerr County Housing Finance Corporation
If the Court adopts the Order discussed above and appoints the members of the Court as the
Board of Directors of the Corporation, we request that the Corporation meeting be held
immediately after the Court's session on November 16, 1993. A proposed Agenda and posting are
attached. The Corporation is asked to consider the adoption of the following resolutions:
1. A Resolution approving the Bylaws of the Corporation, appointing the Board of
Directors and Electing Officers. A copy of this Resolution is attached with a proposed letter to the
Secretary of State requesting the "reactivation" of the Corporation.
2. A Resolution authorizing the filing of an application to the State of Texas Bond Review
Board requesting a portion of the State's Private Activity Bond allocation. Under the Internal
Revenue Code of 1986, as amended, there is a limit in each state as to the amount of "private
activity bonds" that may be issued. Because the proceeds of the proposed bonds will be used by a
private entity to acquire and rehabilitate the Project, these Bonds, rf issued, will be considered
"private activity bonds" and be subject to this limit. The allocation of this limit is administered by
the Bond Review Board. While the procedure is somewhat complicated, it basically requires that
bond issuers, such as this corporation, file an application for a portion of this allocation. The
Bonds may be issued only if the application is approved and there is sufficient allocation available.
Because of the desirability of allocations, there have been many applications filed. While an
allocation cannot be guazanteed, the Borrower believes that an allocation can be obtained either for
calendar yeaz 1993 or 1994. The Borrower pays all fees associated with the application. A copy
of the application is attached with a copy of the Corporation Resolution authonzmg the filing of the
applicatian.
Please feel free to call with any questions, comments or suggestions.
ORDER APPOINTII3G BOARD MEMBERS
AND ADOPTING OTHER MATTERS PERTAINING TO THE
ORGANIZATION OF THE KERB COUNTY HOUSING FINANCING CORPORATION
BE IT ORDERED BY THE COMMISSIONERS' COURT OF KERR COUNTY, TEXAS:
i n 1. That the Bylaws of the Kerr County Housing Finance Corporation (the
°Corporation") shall be as shown in Exhibit A hereto and incorporated herein for all proposes.
i n 2. That the County Judge of Ketr County and the Members of the Kerr County
Commissioners Court are hereby appointed as the members of the Kerr County Housing Finance
Corporation
Section 3. That the Commissioners Court has considered evidence of the posting of
notice of this meeting and officially finds, determines, recites, and declares that a sufficient written
subject of this Ordinance was posted on a bulletin board located at a place convenient to the public
in the County Courthouse of Ken County, Texas for at least 72 hours preceding the scheduled
time of such meeting; and that such place of posting was readily accessible to the general public at
al] times from such time of posting until the scheduled time of such meeting; and that such meeting
was open to the public as required by law at all times during which this Order and the subject
matter thereof was discussed, considered, and formally acted upon, all as required by the Open
Meetings Law, Article 6252-17, Vernon's Texas Civil Statutes, as amended. The Commissioners
Court further ratifies, approves, and confirms such written notice and the contents and posting
thereof.
AGENDA FOR THE
KERB COUNTY HOUSING FINANCE CORPORATION
A SPECIAL MEETING OF THE KERR COUNTY HOUSING FINANCE
CORPORATION will be held immediately following the Kerr County Commissioners Court
session on Tuesday, November 16, 1993, in the Commissioners Court meeting room in the Kerr
County Courthouse. At this meeting the following items will be discussed and considered for
action
1. Discuss and consider action on the following titled resolution:
RESOLUTION APPOINTING BOARD MEMBERS, ELECTING OFFICERS
AND ADOPTING OTHER MATTERS PERTAINING TO THE
ORGANIZATION OF THE KERR COUNTY HOUSING FINANCING CORPORATION
2. Discuss and consider action on the following titled resolution:
RESOLUTION CONCERNING ISSUANCE OF BONDS TO
FINANCE AN AFFORDABLE MODERATE AND LOW-INCOME
HOUSING PROJECT FOR THE OAKDALE APARTMENTS
3. Other business of the Boazd.
CERTIFICATE FOR ORDER
The undersigned County Clerk of the Ken County Commissioners' Court (the "County")
hereby certify as follows:
1. The Commissioners' Court of the County (the "Governing Body") convened in a
Regular Meeting on November _, 1993 at the regular designated meeting place and the roll was
called of the duly constituted officers and members of said Governing Body, to-wit:
and all of said persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business the following was transacted at
said Meeting: a written _
ORDER APPOINTING MEMBERS AND ADOPTING OTHER MATTERS
PERTAINING TO THE
KERR COUNTY HOUSING FINANCING CORPORATION
was duly introduced for the consideration of said Governing Body. It was then duly moved and
seconded that said Order be adopted; and, after due discussion, said motion, carrying with it the
passage of said Order, prevaIled and carried by the following vote:
AYES:
NOES:
2. That a true, full and correct copy of the aforesaid Order adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; that said
Order has been duly recorded in said Governing Body's minutes of said Meeting; that the above
and foregoing paragraph is as true, full and correct excerpt from said Governing Body's minutes of
said Meeting pertaining_to the adoption of said Order; that the persons named in the above and
foregoing paragraph aze the duly chosen, qualified and acting officers and members of said
Governing Body as indicated therein; that wntten notice of the date, hour, place and subject of the
meeting of the Governing Body was posted for at least seventy-two (72) hours preceding the
convening of such meeting on a bulletin boazd located at a place convenient to the public at the
County Courthouse; such place of posting was readily accesstble to the general public at all times
from such time of posting until the convening of such meeting; and such meeting was open to the
public as required by law at all times during which the Order and the subject matter thereof was
discussed, considered and formally acted upon, all as required by the Open Meetings Law, Article
6252-17, Vemon's Annotated Texas Civil Statutes, as amended..
SIGNED AND SEALED the day of , 1993.
County Clerk
Kerr County, Texas
CERTIFICATE FOR RESOLUTION
The undersigned Secretazy of the Ken County Housing Finance Corporation (the
"Corporation") hereby certifies as follows:
1. The Boazd of Directors of the Corporation (the "Board") convened in a SPECIAL
MEETING ON , 1993, at the meeting room of the Kerr Counry Commissioners Court
in the Kerr County Courthouse and the roll was called of the duly constituted officers and members
of said Board, to-wit:
and all of said persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business the following was transacted at
said Meeting: a written
RESOLUTION CONCERNING ISSUANCE OF BONDS TO
FINANCE AN AFFORDABLE MODERATE AND LOW-INCOME
HOUSING PROJECT FOR THE OAKDALE APARTMENTS
was duly introduced for the consideration of said Board. It was then duly moved and seconded
that said Resolution be adopted; and, after due discussion, said motion, carrying with it the passage
of said resolution, prevailed and carried by the following vote:
AYES:
NOES:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above paragraph is attached to and follows this Certificate; that said Resolution has
been duly recorded in said Board's minutes of said Meeting; that the above and foregoing
paragraph is a true, full and correct excerpt from said Board's minutes of said Meeting pertaining to
the adoption of said Resolution; that the persons named in the above and foregoing paragraph are
the duly chosen, qualified and acting officers and members of said Board as indicated therein; that
each of the officers and members of said Board are as indicated therein; that each of the officers and
members of said Board was duly and sufficiently notified officially and personally, in advance, of
the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced
and considered for adoption at said Meeting, and each of said officers and members consented, in
advance, to the holding of said Meeting for such purpose.
SIGNED the day of , 1993.
Secretary
Kerr County Housing Finance
Corporation
RESOLUTION CONCERNING ISSUANCE OF BONDS TO
FINANCE AN AFFORDABLE MODERATE AND LOW-INCOME
HOUSING PROJECT FOR THE OAKDALE APARTMENTS
WHEREAS, the Kerr County Housing Finance Corporation (the "Issuer") is empowered
to issue bonds to finance the costs of projects, including the acquisition of land, the construction or
acquisition of buildings, equipment, facilities and improvements (one or more) for the purpose of
assisting persons of low and moderate income to acquire and own decent, safe, sanitary, and
affordable housing, pursuant to the Texas Housing Finance Corporation Act of 1979, as amended
(V.T.C.A. Local Government Code, §394.001 et seq., and herein called the "Act"); and
WHEREAS, the issuance of bonds pursuant to the Act is a lawful and valid public purpose
and will help promote and develop the public purposes of the Act; and
WHEREAS, Affordable Asset Development, Inc., a Texas corporaticut (the "User"), has
requested that the Issuer finance amulti-family housing project to assist persons of low and
moderate income to acquire decent, safe, sanitary, and affordable housing (the "Project"), known
as the Oakdale Apartments and located at 905 Paschal, Kerrville, Kerr County, Texas (the
"Project"), within the boundaries of the Issuer, and, further, that the Issuer adopt this Resolution
with respect to the acquisition, construction, and installation of the Project and
WHEREAS, the User has advised the Issuer that a contributing factor which would further
induce the Issuer to proceed with providing for the acquisition and construction of the Project
would be the Issuer's adoption of this Resolution indicating their indication of interest in the
issuance of private activity multi-family housing revenue bonds ("private activity bonds") pursuant
to the Act (the "Bonds") to finance and pay for the Project and
WHEREAS, in view of rising construction costs and the necessity of compliance with
administrative regulations, it is considered essential that acquisition and rehabilitation of the Project
be completed at the earliest practicable date but, at the same time, the User wishes to begin such
acquisition and rehabilitation of the Project after satisfactory assurances from the Issuer that the
proceeds of the sale of the Bonds, or other obligations, of the Issuer in an amount necessary to pay
the costs of the Project, will be made available to finance the Project and
WHEREAS, the Issuer finds, intends and declares that this Resolution shall constitute its
official binding commitment, subject to the terms hereof, to issue Bonds, or other obligations,
pursuant to the Act in an amount prescribed by the User now contemplated to be $1,500,000 and
to expend the proceeds thereof to acquire, construct, and install the Project and to pay all expenses
and costs of the Issuer in connection with the issuance of the Bonds; and
WHEREAS, the Issuer finds, considers, and declares that the issuance and sale of the
1
Bonds in the amount and for the purpose hereinabove set forth will be appropriate and consistent
with the objectives of the Act, and that the adoption of this Resolution is and constitutes and is
intended as (i) an inducement to the User to proceed with providing for the acquisition and
construction of the Project, and (ii) the taking of affirmative official action by the Issuer towazds
the issuance of the Bonds within the meaning of federal income tax law with respect to interest on
the Bonds to finance certain facilities to be financed by the issuance of private activity bonds.
THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE KERR
COUNTY HOUSING FINANCE CORPORATION, THAT:
Section 1. Subject to the terms hereof,to:
(a) Issue the Bonds, and if the User and the Issuer agree, other evidences of
indebtedness providing temporary financing of the Project which may be issued after the date
hereof and may be refunded by the Bonds pursuant to the Act, or any other Texas legislation
heretofore or hereafter enacted which may provide a suitable method of financing in addition to or
in substitution for the Act
(b) Cooperate with the User with respect to the issuance of the Bonds, and, if
arrangements therefore satisfactory to the User and the Issuer can be made, the Issuer will take
such action and authorize the execution of such documents and will take such further action as may
be necessary or advisable for the authorization, execution, and delivery of any contracts or
agreements deemed necessary or desirable by the User or the Issuer in connection with the
issuance of the Bonds (collectively, the "Contracts"), providing among other things for payment of
the principal of, interest on, redemption premiums, paying agents' chazges, and Trustee's fees, if
any, on the Bonds; payment of fees and charges of the Issuer; acquisition, construction, and
improvement of the Project; and use, operation, and maintenance of the Project (and the execution
of any appropriate and necessary guaranty agreements), all as shall be authorized, required, or
permitted by law and as shall be mutually satisfactory to the Issuer and the User.
(c) If the proceeds from the sale of the Bonds aze insufficient, take such actions
and execute such documents as may be necessary to permit the issuance from time to time in the
future of additional bonds on agreed terms which shall be set forth therein, whether on a parity
with other series of bonds or otherwise, for the purpose of paying the costs of completing the
acquisition, construction, and installation of the Project, as requested by the User and within then
applicable limitations.
(d) Take or cause to be taken such other actions as may be required to implement
the aforesaid undertakings or as it may deem appropriate in pursuance thereof.
2
(e) Cause its authorized officers to prepare or cause to be prepazed an application
for a portion of the State of Texas' allocation for private activity bonds. Such application, when
executed by the proper officer(s) of the Issuer, shall be filed with the Texas Bond Review Board
and this resolution shall be sufficient authority for such application to be filed.
Section 2. It is understood by the Issuer and the User has represented to the Issuer, that in
consideration of the Resolution of the Issuer and by filing the Application, and subject to the terms
and conditions hereof, the User has agreed that:
(a) Prior to or contemporaneously with the sale of the Bonds in one or more series
or issues from time to time as the Issuer and the User shall hereafter agree to in writing, the User
will enter into the Contracts with the Issuer under the terms of which the User will obligate itself to
pay to the Issuer (or to a Trustee, as the case may be) sums sufficient in the aggregate to pay the
principal of, interest on, redemption premiums, paying agents' fees, and the Trustee's fees, if any,
on the Bonds, as and when the same become due and payable, with such contract to contain the
provisions described in Section 1 hereof and such other provisions as may be required or permitted
by law and to be mutually acceptable to the Issuer and the User.
(b) The User will (1) pay all Project costs which are not or cannot be paid or
reimbursed from the proceeds of the Bonds issued to provide funds to finance the Project; and
(2) at all times, indemnify and hold harmless the Issuer against all losses, costs, damages,
expenses, and liabilities of whatever nature (including, but not limited to, attorneys' fees, litigation
and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or
indirectly resulting from, arising out of or related to the Application, this Resolution, the Project,
or the issuance, offering, sale, or delivery of the Bonds or other evidence of indebtedness issued to
provide funds to finance the Project, or the design, construction, installation, operation, use,
occupancy, maintenance, or ownership of the Project.
Section 3. It is recognized and agreed by the Issuer that the User may exett;ise its rights
and perform its obligations with respect to the financing of the Project either through (i) itself in its
own name; (ii) any of its wholly owned subsidiaries; (iii) any "related person" as defined in
Section 147 of the Internal Revenue Code of 1986, as amended; or (iv) any legal successor thereto,
respectively, subject to approval of the Issuer's bond counsel and, provided that suitable guaranties
necessary or convenient for the mazketability of Bonds shall be furnished, if required by the
Issuer, and all references to the User shall be deemed to include the User acting directly through
itself or any such approved entities.
i n 4. The adoption of this Resolution, as requested in the Application, shall be
3
deemed to constitute the acceptance of the User's proposal that it be further induced to proceed
with providing the Project and the Application and this Resolution shall constitute an agreement
between the Issuer and the User effective on the date of this Resolution is adopted, and this
Resolution is affirmative of official action taken by the Issuer towazds the issuance of the Bonds.
Section 5• It is the intent of the Issuer in adopting this resolution to consider only the
issuance of private activity bonds. It is not the intent of the intent of the Issuer at this time to
authorize the issuance of bonds. If bonds are to be issued, the Issuer will consider such issuance,
if any, in a separate resolution, although there is no representation by the Issuer at this time that it
will consider the adoption or adopt such a resolution,
PASSED AND APPROVED this _ day of , 1993.
President, Kerr County Housing Finance
Corporation
ATTEST:
Secretary, Kerr County Housing Finance Corporation
4
CERTIFICATE FOR RESOLUTION
The undersigned Secretary of the Kerr County Housing Finance Corporation (the
"Corporation") hereby certifies as follows:
1. The Boazd of Directors of the Corporation (the "Board") convened in a SPECIAL
MEETING ON , 1993, at the meeting room of the Kerr County Commissioners Court
in the Kerr County Courthouse and the roll was called of the duly constituted officers and members
of said Board, to-wit:
and all of said persons were present, except the following absentees:
thus constituting a quorum. Whereupon, among other business the following was transacted at
said Meeting: a written
RESOLUTION APPOINTING BOARD MEMBERS, ELECTING OFFICERS
AND ADOPTING OTHER MATTERS PERTAINING TO THE
KERR COUNTY HOUSING FINANCING CORPORATION
was duly introduced for the consideration of said Board. It was then duly moved and seconded
that said Resolution be adopted; and, after due discussion, said motion, carrying with it the passage
of said resolution, prevailed and carried by the following vote:
AYES:
NOES:
2. That a true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above paragraph is attached to and follows this Certificate, that said Resolution has
been duly recorded in said Board's minutes of said Meeting; that the above and foregoing
paragraph is a true, full and correct excerpt from said Boazd's minutes of said Meeting pertaining to
the adoption of said Resolution; that the persons named in the above and foregoing paragraph are
the duly chosen, qualified and acting officers and members of said Board as indicated therein; that
each of the officers and members of said Boazd aze as indicated therein; that each of the officers and
members of said Boazd was duly and sufficiently notified officially and personally, in advance, of
the time, place and purpose of the aforesaid Meeting, and that said Resolution would be introduced
and considered for adoption at said Meeting, and each of said officers and members consented, in
advance, to the holding of said Meeting for such purpose.
SIGNED the day of , 1993.
Secretary
Kerr County Housing Finance
Corporation
RESOLUTION APPOINTING BOARD MEMBERS, ELECTING OFFICERS
AND ADOPTING OTHER MATTERS PERTAINING TO THE
ORGANIZATION OF THE KERR COUNTY HOUSING FINANCING CORPORATION
BE TT RESOLVED BY THE BOARD OF DIRECTORS OF THE KERB COUNTY
HOUSING FINANCE CORPORATION:
' n 1. That the Bylaws of the Kerr County Housing Finance Corporation (the
"Corporation's shall be as shown in Exhibit A hereto and incorporated herein for all purposes.
ti n 2. That the Board of Directors of the Corporation shall be the County Judge of
Kerr County and the Members of the Commissioners Court of Kerr County. Such persons aze
hereby appointed as the Board of Directors of this Corporation.
ection 3. That the following have been duly elected by the Board as the officers of the
Corporation:
President _
Vice President
Secretary
Treasurer
ction 4. The Kerr County Attorney is hereby appointed as Corporate Counsel to the
Board.
Section The acts and instruments heretofore done and executed by the officers of the
Kerr County Housing Finance Corporation in its name and on its behalf are hereby ratified and
confirmed.
BYLAWS OF
KERR COUNTY
HOUSING FINANCE CORPORATION
ARTICLE I
POWERS AND PURPOSES
Section 1. Powers and Purposes. The Corporation shall possess and exercise all
powers granted under the Texas Housing Finance Corporations Act, Chapter 394, Local
Government Code, V.T.C.A. (the "Act"), including without limitation accomplishment of the
public purpose of provision of decent, safe, and sanitary housing at affordable prices for residents
of Kea County, Texas ("County")
Section 2. Financing of Facilities. In order to implement the purposes for which the
Corporation was formed as set forth in the Articles of Incorporation, the Corporation shall do all
things necessary and proper to finance all or part of the cost of acquiring, constructing,
rehabilitating, renovating, repairing, equipping, furnishing and placing in service decent, safe, and
sanitary housing at affordable prices for the residents of the County.
Section 3. Issuance of Obligations. The Corporation may issue its bonds or other
obligations by resolution of the board of directors for the purposes described in the Act.
Section 4. Books and Records. The Corporation shall keep correct and complete
books and records of accounts and shall also keep minutes of the proceedings of its Board of
Directors.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers. Number and Term of Office. The property and affairs of the
Corporation shall be managed and controlled by the Board of Directors (the "Boazd") and, subject
to the restrictions imposed by law, the Articles of Incorporation and these Bylaws, the Board of
Directors shall exercise all of the powers of the Corporation.
The Boazd of Directors shall consist of five (5) voting directors, each of whom shall be a
member of the Commissioners' Court of the County (the "Commissioners' Court"). The County
Attorney of the County shall serve as Corporate Counsel to the Board of Directors.
Any director may be removed from office by the Boazd of Directors for cause or at will.
The term of a daector shall not exceed the maximum term provided by the laws governing
the County for the office in which he/she serves.
Vacancies in the Board, including vacancies to be filled by an increase in the number of
directors; shall be filled for the unexpired term by the appointment of successor directors by the
Boazd.
Section 2. Action of the Board. Unless otherwise required by law, the affirmative
vote of a majority of dtrectors shall constitute action of the Boazd and of the Corporation. The
provisions of this Section likewise apply to actions of Boazd Committees. Any meeting may be
recessed and reconvened without limitation.
If a quorum is not present at any meeting, the directors present may recess the meeting
from time to time, without notice other than announcement at the meeting, until a quorum is
present.
Meetings may be held at any place not prohibited by law.
Section 3. Notice of Meetingg. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for the express purpose
of objecting to the transaction of any business on the grounds that the meeting is not lawfully called
or convened. A waiver of notice in writing, signed by the person or persons entitled to said notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of such
notice to the Director.
Section 4. Compensation of Directors. Directors as such shall not receive any salary
or compensation for their services, except that they shall be reimbursed for their actual expenses
incurred in the performance of their duties hereunder.
ARTICLE III
OFFICERS
Section 1. Titles and Term of Office. The officers of the Corporation shall be a
president, a vice president, a secretary, a treasurer, a general counsel, and such other officers as
the Board may from time to time elect or appoint. One person may hold more than one office,
except that the president shall not hold the office of secretary. Terms of office shall be for the
remaining term of the elective office which the officer holds, or for three years, as the case may be,
except that an officer may serve until his/her successor is qualified.
All officers shall be subject to removal from office, with or without cause, at any time by
the Boazd.
A vacancy in the office of any officer shall be filled by the Board of Directors.
Section 2. Powers and Duties of the President. The president shall be the chief
executive officer of the Corporation and, subject to the Boazd, be in general charge of the
properties and affairs of the Corporation. The President shall preside at all meetings of the Board
of Directors. In furtherance of the purposes of this Corporation, the president may sign and
execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and
other instmments in the name of the Corporation.
Section 3. Vice President. The vice president shall have such powers and duties as
may be assigned by the Board and shall exercise the powers of the president during that officer's
absence or inability to act. Any action taken by the vice president in the performance of the duties
of the president shall be conclusive evidence of the absence or inability to act of the president at the
time such action was taken.
2
Section 4. r r .The treasurer shall have custody of all the funds and securities
of the Corporation. When necessary or proper, the treasurer may endorse, on behalf of the
Corporation, for collection, checks, notes and other obligations and shall deposit the same to the
credit of the Corporation.
The treasurer may sign all receipts and vouchers for payment made to the Corporation,
either alone or jointly with such other officer as is designated by the Board of Directors. Whenever
required by the board of Directors, the treasurer shall tender a statement of the cash account and
shall enter or cause to be entered regularly in the books of the Corporation to be kept by the
treasurer for that purpose full and accurate accounts of al] moneys received and paid out on account
of the Corporation.
The treasurer shall perform all acts incident to the position of treasurer subject to the
oversight of the president, and shall, if required by the Boazd, give such bond for the faithful
discharge of duties in such form as the Boazd may require.
The treasttrer shall, under the general supervision of the president, conduct the day-to-day
business of the Corporation.
Funds and moneys of the Corporation shall be placed in a bank account in the name of the
Corporation. Checks and drafts on said account for proper corporate purposes shall be jointly
signed by two officers of the Corporation, one of whom shall be the treasurer.
Section 5. Secretary. The secretary shall keep the minutes of all meetings of the Board
in books provided for that purpose, attend to the giving and serving of all notices, and in
furtherance of the purposes of this Corporation, may sign with the president in the name of the
corporation, andlor attest the signature thereto, all contracts, conveyances, franchises, bonds,
deeds, assignments, mortgages, notes and other instruments of the Corporation.
The secretary shall have charge of the corporate books, records, documents and
instruments, except the books of account and financial records and securities of which the treasurer
shall have custody and charge, and such other books and papers as the Board may direct.
The secretary shall in general perform all dudes incident to the office of secretary subject to
the control of the Boazd.
Section 6. Compensation. Officers as such shall not receive any salary or
compensation for their services, except that they shall be reimbursed for their actual expenses,
approved by the treasurer, and by the president of the treasurer's, incurred in the performance of
their duties hereunder.
ARTICLE IV
PROVISIONS REGARDING ARTICLES OF INCORPORATION
AND BYLAWS
Section 1. Amendments to Articles of ]ncoryoration and Bylaws. The Articles of
Incorporation may at any time and from time to time be amended by a majority vote the Board and
by filing such amendments with the Secretary of State.
These Bylaws may be amended at any time and from time to time by majority vote of the
Board of Directors.
Section 2. Interpretation of Bvlaws. These Bylaws and all the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein. If any word phrase,
clause, sentence, pazagraph, section or other part of these Bylaws, or the application thereof to any
person or circumstance, shall ever be held to be invalid or unconstitutional by any court of
competent jurisdiction, the remainder of these Bylaws and the application of such work, phrase,
clause, sentence, paragraph, section or other part of these Bylaws to any other person or
circumstance shall not be affected thereby.
ARTICLE V
GENERAL PROVISIONS
Section 1. Principal Office. The principal office of the Corporation shall be located at
the Kerr Count Courthouse at 700 Main Street, Kerrville, Kerr County, Texas.
The Corporation shall have and continuously maintain in the State of Texas a registered
office, and a registered agent whose business office is identical with such registered office, as
required by the Act. The registered office may be, but need not be, identical with the principal
office in the State of Texas, and the address of the registered office may be changed from time to
time by the Board, pursuant to the requirements of the Act.
Section 2. Fiscal Year. The fiscal year of the Corporation shall be as determined by
the Board.
Section 3. Notice and Waiver of Notice. Whenever any additional notice is required to
be given under to a director the provisions of the Articles of Incorporation or these Bylaws, said
notice shall be deemed sufficient if given by depositing the same in a post office box in a sealed
postpaid wrapper addressed to the person entitled thereto at his last know post office address or as
it appears on the books of the Corporation, if to a holder of corporate bonds, and such notice shall
be deemed to have been given on the day of such mailing.
Section 4. ~1. The Corporation shall not be required to have a seal, but if the Boazd
elects to acquire a seal, the corporate seal shall be circulaz and shall have inscribed in the outer
circle "Kerr County Housing Finance Corporation" and shall have inscribed in the inner circle the
letters "Texas" and alive-pointed star. Said seal, if adopted, may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise accomplished.
Section 5. Resignations. Any director or officer may resign at any time. Such
resignation shall be made in writing and shall take effect at the time specified therein, or, if no time
be specified, at the time of its receipt by the president or secretary. The acceptance of a resignation
shall not be necessary to make it effective, unless expressly so provided in the resignation.
Section 6. Net Earnings Restrictions. No dividends shall ever be paid by the
Corporation and no part of its net earnings (beyond that necessary for retirement of the
indebtedness of the Corporation or to implement the public purpose for which the Corporation has
been created) shall be distributed or inure to the benefit of its directors or officers or any private
person, firm, corporation, or association except in reasonable amounts for services rendered. No
substantial part of the Corporation's activities shall be carrying on propaganda, or otherwise
4
attempting to influence legislation, and it shall not participate in, or intervene in (including the
publishing or distributing of statements), any political campaign on behalf of or in opposition to
any candidate or public office.
In the event the Board of Directors shall determine that sufficient provision has been made
for the full payment of the expenses, bonds, and other obligations of the Corporation issued to
finance all or part of the cost of aCorporation-financed project, then the net earnings of the
Corporation thereunder accruing with respect to such project shall be paid to the County or its
successor.
5
WAIVER OF NOTICE
WE, the undersigned members of the Boazd of Directors of the Kerr County Housing
Finance Corporation affirm that we were duly notified of the special meeting held on November
_, 1993, in the Commissioners Court meeting room at the Kerr County courthouse in Kerrville,
Texas, and consent to all actions, including the passage of the inducement resolution for the
Oakdale Apanments taken by said Corporation at that meeting.