Order No, 25587 Approval of Resolution by the Commissioners' Court of Kerr County, Texas autorizing the filing of a second amendment to the articles of Incorporation of the Alamo Area Housing finance Corporation and authorizing the County Judge to sign same September 28th, 1998 Uol V Page 817 ORDER NO. 25587 APRROVRL OF RESOLUTION BY THE COMMISSIONERS' COURT OF N,ERR COUNTY, TEXRS RUTHORIZING THE FILING OF A SECOND RMENDMENT TO THE ARTICLES OF INCORPORRTION OF THE RLRMO RREA HOUSING FINANCE CORPORRTION RND RUTHORIZING THE COUNTY JUDGE TO SIGN SRME On this day the 28th day of September-, 1998 upon motion made by Commissioner Baldwin, seconded by Judge Denson, the Court unanimously approved by a vote of ~-g-0, the Resolution by the Commissioners' Court of Kerr County, Texas authorizing the filing of a second Rmendment to the Articles of Incorporation of the Rlamo Ar-ea Housing Finance Cor^por^ation and authorizing the County Judge to sign same. Tel. (830) 792-2255 ~i.~;.e J~. ~.a.~cati Kerr County Clerk 700 Main St. Suite 122 Kerrville, TX. 78028 Fax. (830) 792-2274 September 29th, 1998 Fulbright 8 Jaworski, L.L.P. Attn: W. Jeffrey Kuhn 300 Covent Street, Suite 2200 San Antonio, Texas 78205 Dear Mr. Kuhn: Please find enclosed the four copies of the completed and executed Resolution and Certificate that was approved by Commissioners' Court on September 28th, 1998 by Court Order Ho. 25587. If you have any questions concerning this matter, please feel free to contact our office. Sincerely Yours, Billie G. Meeker Kerr County Clerk _ Kerr County Texas _ - By: ~ eputy Tammra R. Marquar BM/tm enclosures TELEPHON E: 210/224-55]5 FAC51 M I LE: 210/2]0-]205 W RITER~S INTERNET ADDRESS: wkuhnQfulbright.com W RITER~S DIRECT DIAL NUMBER: 210/2]0-]131 FULBRIGHT & JAWORSKI L. L. P. A REGISTERED LIMITED LIABILITY PARTNERSHIP 300 CONVENT STREET, SUITE 2200 SAN ANTONIO, TEXAS 78205 September 24, 1998 Re: Alamo Area Housing Finance Corporation (the Corporation) The Honorable Robert A. Denson Ken County Judge Kerr County Courthouse 700 East Main Street Kerrville, Texas 78025 Dear Judge Denson: HOUSTON WASHINGTON, D.C. AUSTIN SAN ANTONIO DALLAS NEW YORK LOS ANGELES LONDON HONG KONG I enclose the following documents pertaining to the Alamo Area Housing Finance Corporation (the Corporation): 1. Revised Resolution of Ken County (five copies)--to authorize (i) an amendment to the Corporation's Articles of Incorporation to include Kendall County as a member of the Corporation, and (ii) the appointment of yourself or your designee as a member of the Board of Directors of the Corporation; and 2. Revised Certificate of County Clerk pertaining to this Resolution (five copies). Consideration of the Resolution to include Kendall County as a member of the Corporation is for inclusion on the agenda of the September 28, 1998 scheduled meeting of Commissioners Court. I previously forwarded the caption for that agenda item. Please return four copies of the completed and executed Resolution and Certificate to me as soon as possible following this meeting. Thank you, in advance, for your prompt attention to this matter. If I can provide any additional assistance concerning these matters, please do not hesitate to contact me. Very truly youryour/~ r~ /G~ . Jeffrey Kuhn (sec 527841 The Honorable Robert A. Demon September 24, 1998 Page 2 Enclosures cc: Mr. Al J. Notzon Alamo Area Housing Finance Corporation 118 Broadway, Suite 400 San Antonio, Texas 78205 Mr. Ernie Lopez Alamo Area Housing Finance Corporation I1S Broadway, Suite 400 San Antonio, Texas ?8205 Mr. Juan F. Aguilera (Firm) Ma. Suzi Crane (Firm) 527821 A RESOLUTION BY THE COMMISSIONERS COURT OF KERB COUNTY, TEXAS AUTHORIZING THE FILING OF A SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE ALAMO AREA HOUSING FINANCE CORPORATION; APPOINTING THE COUNTY JUDGE OR HIS DESIGNEE AS THE MEMBER OF THE BOARD OF DIRECTORS OF THE ALAMO AREA HOUSING FINANCE CORPORATION; AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Commissioners Court (the Commissioners Court) of Kerr County, Texas (the County), previously adopted a resolution authorizing the creation (on its behalf and on behalf of certain other counties and cities) of a joint, non-profit housing finance corporation established pursuant to the provisions of the Texas Housing Finance Corporations Act, as amended, Local Government Code, chapter 394 (the Act), and approving the original Articles of Incorporation of the Alamo Area Housing Finance Corporation (the Corporation); and WHEREAS, certain amendments have been proposed to be made to such Articles of Incorporation to permit the Alamo Area Housing Finance Corporation to act on behalf of Kendall County, Texas; and WHEREAS, Section 394.016, as amended, of the Act requires that the Commissioners Court approve the form of these Articles of Amendment; and WHEREAS, at the request of the Executive Director of the Alamo Area Council of Governments, the Commissioners Court hereby appoints the County Judge or his designee as the official member of the Board of Directors of the Corporation; and WHEREAS, the Commissioners Court hereby finds and determines that the filing of the Articles of Amendment and the aforementioned appointment of the County Judge or his designee are in the beat interest of the citizens of the County; now, therefore, BE IT RESOLVED BY THE COMMISSIONERS COURT OF KERR COUNTY, TEXAS THAT: SECTION 1: The proposed amendments to the Articles of Incorporation of the Alamo Area Housing Finance Corporation to permit this Corporation to act on behalf of Kendall County, Texas the form of "SECOND ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE ALAMO AREA HOUSING FINANCE CORPORATION", attached in substantially final form as Exhibit A hereto, are hereby approved. 628&R9 SECTION 2: The County Judge or his designee is hereby designated as the official member of the Board of Directors of the Alamo Area Housing Finance Corporation. SECTION 3: All actions pertaining to the creation, corporate existence, and operation of the Alamo Area Housing Finance Corporation, including, but not limited to, authorization to file the Articles of Amendment, are hereby ratified, approved, and confirmed. SECTION 4: The recitals contained in the preamble hereof are hereby found to be true, and such recitals are hereby made a part of this Resolution for all purposes and are adopted as a part of the judgment and findings of the Commissioners Court of Kerr County, Texas. SECTION 5: All orders and resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 6: This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 7: If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Commissioners Court hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 8: It is officially found, determined, and declared that the meeting at which this Resolution is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code. SECTION 9: This Resolution shall be in force and effect from and after its final passage, and it is so resolved. (The remainder of this page intentionally left blank.] 6 -2- PASSED AND APPROVED this 28th day of September, 1998. COUNTY, TEXAS - dry Judge ATTEST: County Clerk and Ex-Officio Clerk of the Commissioners Court (SEAL OF THE COMMISSIONERS COURT) 5 -3- EXHIBIT A SECOND ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF ALAMO AREA HOUSING FINANCE CORPORATION Pursuant to the provisions of Section 394.016, as amended, of the Texas Housing Finance Corporations Act (formally Texas Revised Civil Statutes Annotated Article 12691-7), the undersigned officers of the Alamo Area Housing Finance Corporation adopt the following Articles of Amendment to its Articles of Incorporation, which amend the provisions of Article Eight thereto. The name of the Corporation is the Alamo Area Housing Finance Corporation. 2. The following amendments were adopted to the Articles of Incorporation: (a) Article Eight of the Articles of Incorporation is amended to read as follows: ARTICLE EIGHT "The property and affairs of the Corporation shall be managed by a board of directors which shall be composed in its entirety of persons appointed by the governing bodies of the Sponsoring Local Governmental Units named in this Article. The number of directors constituting the Board of Directors is thirteen (13). The names and addresses of the persons who are to serve as such directors, the date of the expiration of their terms as directors, and the name of the Sponsoring Local Governmental Unit appointing the same are as follows: Sponsoring Local Date of Expiration Governmental Unit Director and Address of Term ATASCOSA COUNTY Judge Deborah Cox Herber December 31, 1998 Atascosa County Courthouse Jourdanton, Texas 78026 BANDERA COUNTY Judge Richard A. Evans December 31, 1998 Bandera County Courthouse Bandera, Texas 78003 COMAL COUNTY Judge Carter Casteel December 31, 1998 Comal County Courthouse New Braunfels, Texas 78130 529839 A-1 Sponsoring Local Date of Expiration Governmental Unit Director and Addreas of Term FRIG COUNTY Judge Carlos A. Garcia December 31, 1998 Frio County Courthouse Pearsall, Texas 78061 GILLESPIE COUNTY Judge Mark Stroeher December 31, 1998 Gillespie County Courthouse Fredericksburg, Texas 78624 GUADALUPE COUNTY Judge James E. Sagebiel December 31, 1998 Guadalupe County Courthouse Seguin, Texas 78155 KARNES COUNTY Judge Alfred Pawelek December 31, 1998 Karnes County Courthouse Karnes City, Texas 78115 KENDALL COUNTY Judge James W. Gooden December 31, 1998 Kendall County Courthouse Boerne, Texas 78006 KERR COUNTY Judge Robert A. Denson December 31, 1998 Kerr County Courthouse Kerrville, Texas 78028 MEDINA COUNTY Judge David F. Montgomery December 31, 1998 Medina County Courthouse Hondo, Texas 78861 WILSON COUNTY Judge Martha Schnabel December 31, 1998 Wilson County Courthouse Floresville, Texas 78114 CITY OF NEW Mayor Jan Kennady December 31, 1998 BRAUNFELS City Hall 424 S. Castell Avenue New Braunfels, Texas 78130 CITY OF SEGUIN Mayor Mark Stautzenberger December 31, 1998 City Hall 210 East Gonzales Seguin, Texas 78155 Each of the directors resides within one of the Sponsoring Local Governmental Units. Each Director shall be eligible for reappointment. Directors are removable by the governing body of the Sponsoring Local Governmental Unit which appointed such director, for cause or at will, and may not be appointed for a term in 5 A-2 excess of three (3) years. Each successive director shall be appointed by the governing body of the Sponsoring Local Governmental Unit which appointed his or her predecessor. Any vacancy occurring on the board of directors through death, resignation, or otherwise, shall be filled by appointment by the governing body of the Sponsoring Local Governmental Unit which appointed such vacating director and any director so appointed shall hold office until the expiration of the term for which the vacating director had been appointed." 3. The foregoing amendments were adopted by resolutions approving the aforesaid Articles of Amendment by a majority vote of the members (in office) of the governing bodies of the Sponsoring Local Governmental Units listed below on the dates shown below: SPONSORING LOCAL GOVERNMENT UNIT DATE OF ADOPTION OF RESOLUTION Atascosa County Bandera County Comal County Frio County Gillespie County Guadalupe County Karnea County Kendall County Kerr County Medina County Wilson County City of New Braunfels City of Seguin October 12, 1998 October 5, 1998 October 8,1998 October 12, 1998 September 28, 1998 October 6, 1998 October 13, 1998 October 12, 1998 September 28, 1998 October 5, 1998 October 12, 1998 October 12, 1998 October 6, 1998 and by the Board of Directors of the Corporation on the _ day of October, 1998. [The remainder of tkis page intentionally left bl¢nk.) 5 A-3 Dated: THE STATE OF TEXAS § COUNTY OF BEXAR § ALAMO AREA HOUSING FINANCE CORPORATION President, Board of Directors Secretary, Board of Directors This instrument was acknowledged before me on the day of October, 1998, by Judge James E. Sagebiel, President, and Al J. Notzon, Secretary of the Alamo Area Housing Finance Corporation, on behalf of said corporation. (SEAL) Notary Public in and for the State of Texas Printed Name of Notary My Commission Expires: 5~~ A-4 CERTIFICATE OF COUNTY CLERK THE STATE OF TEXAS § COUNTY OF KERR § THE UNDERSIGNED HEREBY CERTIFIES that: 1. The Commissioners Court (the Court) of Kerr County, Texas (the County), convened on the 28th day of September, 1998 in regular session in the regular meeting place of the Court in the County Courthouse (the Meeting), which Meeting was at all times open to the public, the duly constituted officers and members of the Court being as follows: Robert A. Denson H.A. (Buster) Baldwin T.H. Lackey Jonathan P. Letz Bruce Oehler County Judge Commissioner, Precinct 1 Commissioner, Precinct 2 Commissioner, Precinct 3 Commissioner, Precinct 4 and all of such persons were present at the Meeting, except the following: T.x. Iackey, Commissioner #2 ,thus constituting a quorum. Among other business considered at the Meeting, the attached order (the Resolution) entitled: A RESOLUTION BY THE COMMISSIONERS COURT OF KERB COUNTY, TEXAS AUTHORIZING THE FILING OF A SECOND AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE ALAMO AREA HOUSING FINANCE CORPORATION; APPOINTING THE COUNTY JUDGE OR HIS DESIGNEE AS THE MEMBER OF THE BOARD OF DIRECTORS OF THE ALAMO AREA HOUSING FINANCE CORPORATION; AND OTHER MATTERS IN CONNECTION THEREWITH was introduced for the due consideration of the Court. After presentation and discussion of the Resolution, a motion was made by Commissioner Baldwin that the Resolution be passed and adopted. The motion was seconded by Commissioner a and carried by the following vote: 3 voted "For" _Q, voted "Against" ~ "Abstained" all as shown in the official Minutes of the Court for the Meeting. 528780 2. The attached Resolution is a true and correct copy of the original on file in the official records of the County; the duly qualified and acting members of the Court on the date of the Meeting are those persons shown above, and, according to the records of my office, each member of the Court was given actual notice of the time, place, and purpose of the Meeting and had actual notice that the Resolution would be considered; and the Meeting and deliberation of the aforesaid public business, including the subject of the Resolution, was posted and given in advance thereof in compliance with the provisions of Chapter 551, as amended, Texas Government Code. IN WITNESS WHEREOF, I have signed my name officially and affixed the seal of the Commissioners Court, this 28th day of September, 1998. County Clerk and Ex-Officio Clerk of the Commissioners Court of Kerr County, Texas (SEAL OF COMMISSIONERS COURT) 588780 rFNFRAL CERTIFICATE OF KERB COUNTY TEXAG I, the undersigned, duly elected and acting County Judge of the County of Kerr, Texas {the "Unit'), do hereby make end execute this certificate for the benefit of all persons interested in the validity of the proceedings of the Alamo Area Housing Finance Corporetion (the "Issuer") related to the issuance by the Issuer of its Single Family Mortgage Revenue Refunding Bonds (GNMA and Fannie Mae Mortgage- Backed Securities Program) Series 1998A (the "Bonds"). We certify the following: 1. The issuer is a public nonprofit corporation duly created end authorized to act on behalf of the Unit in accordance with the laws of the State of Texas, particularly the Texas Housing Finance Corporations Act, Locei Govemment Code, Chapter 394, as amended (the "Act"}, and the Articles of Incorporetion of the Issuer and all amendments thereto, and the Bylaws ofthe Issuer and all amendments thereto, have been approved by the Unit and remain in full force and effect; 2. As of all Cates on which the Issuerconsidered ortook action v~ith respect to the 9onds, and at ell times since, the following persons constituted the officers and members of the Board of Directors of the Issuer: me Office Judge James E. Sagebiel President Judge Deborah Cox Herber Vice President Judge Richard Evans Director Judge Carter Casteel Director Judge Garlos Garcia Director Judge Mark Stroeher Director Judge Alfred Pewelek Director Judge Robert A. Denson Director Judge David F. Montgomery Director Judge Martha Schnabel Director FAayor Jan Kennedy Director Mayor Mark Stautzenberrer Director Other Officers (not on the Board of Cirectorsl: AI Notzon, III Secretary/Treasurer Ernie Lopez Assistant Secretary 3. Other than the Issuer, the Commissioners Courtof the Unit has not created a "joint housing finance corporation" as that term is described in the Act; nor is there a housing finance carporetion that has been created by the Unit under the Act which has the powers as provided in section 394.012, Local Govemment Code, as amended; 4. No action has been taken by the Unit pureuant to Chapter 394, Texas Local Govemment Code, orothervnse, to limit the effectiveness of the resolution adopted by the Issuerauthorizingtha Bonds or which would othennfse affeG the transactions contemplated by the Bonds; 5. No litigation is pending against the Issuer, or, to the best of our knowledge, threatened against the Issuer, to restrain or enjoin the issuance or delivery of the Bonds or in any way contesting the right and power of the issuer in connection with any action taken by it towards the issuance of the Bonds. 6. The Unit hereby authorizes the Office of the Attorney General to date this Cert~cate the Gate of delivery of its approving opinion, and agrees to notify the Office of the Attorney General of any changes with respect to this Certificate or any bond documents to which it is a party that are made behveen the date of such opinion and the date of dosing. ~s:a