ORDER NO.28734 ARTICLES OF INCORPORATION ALAMO AREA HOUSING Came to be heard this the 26th day of July 2004 with a motion made by Commissioner Letz, Seconded by Commissioner Nicholson, the Court unanimously approved by a vote of 3-0-0 the Resolution 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 authorizing the County Judge to sign. COMMISSIONERS' COURT AGENDA REOUEST ~, . ~ PLEASE FURNISH ONE ORIGINAL AND NINE COPIES OF THIS REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT. MADE BY: Pat Tinley OFFICE: County Judge ~~ MEETING DATE: July 26, 2004 TIME PREFERRED: SUBJECT: (PLEASE BE SPECIFIC) Consideration and approval of a resolution by the Commissioners' Court of Kerr 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. (County Judge) EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON) NAME OF PERSON ADDRESSING THE COURT: County J u d g e ESTIMATED LENGTH OF PRESENTATION: IF PERSONNEL MATTER -NAME OF EMPLOYEE: Time for submitting this request for Court to assure that the matter is posted in accordance with Title 5, Chapter 551 and 552, Government Code, is as follows: Meeting scheduled for Mondays: 5:00 P.M. previous Tuesday. THIS REQUEST RECEIVED BY: THIS REQUEST RECEIVED ON: All Agenda Requests will be screened by the County Judge's Office to determine if adequate information has been prepared for the Court's formal consideration and action at time of Court Meetings. Your cooperation will be appreciated and contribute towards you request being addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners' Court. FULBRIGHT Sc JAWORSKI L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP 300 CONVENT STREET, SUITE 2200 SAN f~NTONlO. TEXAS 78205-3792 WWW. FU LBRIGHT,COM SC RANECa FULB RIGHT.COM TELEPHONE: 1210) 224-5575 DIRECT DIAL: 1210) 270-7127 FACSIMILE: 1210) 270-7205 July 16, 2004 BY E-MAIL Honorable Pat Tinley Kerr County Judge Kerr County Courthouse 700 E. Main Kerrville, Texas 78028 Re: Alamo Area Housing Finance Corporation Dear Judge Tinley: As you know, Kerr County, Texas (the "County") is a member of the Alamo Area Housing Finance Corporation (the "Corporation"), and is required by the Corporation's Articles of Incorporation to approve the addition of any new member to the Sponsoring Local Government Units, in this case Kendall County, Texas. As bond counsel to the Corporation, we have been asked to coordinate this approval process. The resolution we are asking the County to adopt amends the Corporation's Articles of Incorporation to add Kendall County as a Sponsoring Local Government Unit and directs the Commissioners Court to appoint you or your designee as the County's representative on the Board of Directors of the Corporation. I enclose as Exhibit A to this letter the agenda item to be utilized in preparing the agenda for the July 26, 2004 meeting of the Commissioners Court. Please let me know as soon as possible whether you will be able to add this item to the July 26, 2004 agenda, so that I can send you execution copies of the approving resolution and County Clerk's certificate. Thank you for your assistance in this matter. If you have questions or comments about the enclosed documentation, please do not hesitate to contact me. Very truly yours, Suzi E. Crane Senior Legal Assistant /sec 45481127.1 HOUSTON . NEW YORK . W45HINGTON DC . AUSTIN . DALLAS . LOS ANGELES . MINNEAPOLIS . SAN ANTONIO . HDNG KONG . LONDON . MUNICH Honorable Pat Tinley July 16, 2004 Page 2 cc: Mr. Al J. Notzon, III Alamo Area Housing Finance Corporation c/o Alamo Area Council of Governments 8700 Tesoro Drive, Suite 700 San Antonio, Texas 78217 Ms. Rose Jackson Alamo Area Housing Finance Corporation c/o Alamo Area Council of Governments 8700 Tesoro Drive, Suite 700 San Antonio, Texas 78217 Mr. W. Jeffrey Kuhn (Firm) Mr. Erwin E. Caban (Firm) BY E-MAIL BY E-MAIL 45481127.1 Honorable Pat Tinley July 16, 2004 Page 3 EXHIBIT A CONSIDERATION AND APPROVAL OF 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 45481127.1 FULBRIGHT Sc JAWORSKI L.L.P. A REGISTERED LIMITED LIABILITY PARTNERSHIP 300 CONVENT STREET, SUITE 2200 SAN ANTONIO, TEXAS 78205-3792 WWW. FULBRIGHT.COM SCRANE a~FULBRIGHT.COM DIRECT DIAL: X210) 270-7127 TELEPHONE: X210) 224-5575 FACSIMILE: 1210) 270-7205 July 19, 2004 BY FEDERAL EXPRESS Honorable Pat Tinley Kerr County Judge Kerr County Courthouse 700 East Main Kerrville, Texas 78028 Re: Articles of Amendment to the Articles of Incorporation of the Alamo Area Housing Finance Corporation Dear Judge Tinley: At Jeff Kuhn's request, I enclose the following documents pertaining to the adoption of a resolution amending the Articles of Incorporation of the Alamo Area Housing Finance Corporation ("AAHFC") for consideration at the Commissioners Court meeting on July 26, 2004. This documentation is provided pursuant to my recent conversation with Ms. Kathy Mitchell of your office. 1. Resolution authorizing amendment (two copies and five signature pages); and pages). 2. Certificate of County Clerk pertaining to the Resolution (two copies and five signature I will appreciate your ensuring that one copy of the Resolution (indicating where marked Kerr County's representative on the AAHFC Board of Directors), one copy of the completed County Clerk's Certificate, and all of the enclosed executed and sealed signature pages are returned to me as soon as possible following the Commissioners Court meeting. The remaining copies are for your records. Thank you for your assistance in this matter. If I can provide any additional assistance concerning this matter, please do not hesitate to contact me. Very truly yours, ~ ~~ ~~~ ,~ Suzi E. Crane Senior Legal Assistant 45481671.1 HOUSTON • NEW YORK • WASHINGTON DC • AVSTIN • DALLAS • LOS ANGELES • MINNEAPOLIS • SAN ANTONIO • HONG KONG • LONDON • MUNICH Honorable Pat Tinley July 19, 2004 Page 2 sec Enclosures cc: Mr. Al J. Notzon, III Alamo Area Housing Finance Corporation c/o Alamo Area Council of Governments 8700 Tesoro Drive, Suite 700 San Antonio, Texas 78217 Ms. Rose Jackson Alamo Area Housing Finance Corporation c/o Alamo Area Council of Governments 8700 Tesoro Drive, Suite 700 San Antonio, Texas 78217 Mr. D. Ladd Pattillo D. Ladd Pattillo & Associates, Inc. 3355 Bee Caves Road, Suite 204 Austin, Texas 78746 Mr. W. Jeffrey Kuhn (Firm) Mr. Erwin E. Caban (Firm) BY E-MAIL BY E-MAIL BY E-MAIL asast6n.t A RESOLUTION BY THE COMMISSIONERS COURT OF KERR 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, Texas Local Government Code, Chapter 394 (the Act), and approving the original Articles of Incorporation and the First Articles of Amendment to the 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 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 best 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 in 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. 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. 45481124.1 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.] 45481124.1 -2- PASSED AND APPROVED this 26th day of July, 2004 KERR COUNTY, TEXAS ATTEST: County Clerk and Ex-Officio Clerk of the Commissioners Court - , r Co Jtl ge (SEAL OF THE COMMISSIONERS COURT) 45481124.1 -3- EXHIBIT A SECOND ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF THE ALAMO AREA HOUSING FINANCE CORPORATION Pursuant to the provisions of Section 394.016, as amended, of the Texas Housing Finance Corporations Act, 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. 1. 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 Governmental Unit Director and Address Date of Expiration of Term ATASCOSA COUNTY BANDERA COUNTY COMAL COUNTY FRIO COUNTY Atascosa County Courthouse Jourdanton, Texas 78026 Bandera County Courthouse Bandera, Texas 78003 Comal County Courthouse New Braunfels, Texas 78130 Frio County Courthouse Pearsall, Texas 78061 December 31, 2007 December 31, 2007 December 31, 2007 December 31, 2007 45481124.1 A-1 GILLESPIE COUNTY December 31, 2007 County Courthouse Fredericksburg, Texas 78624 GUADALUPE COUNTY December 31, 2007 Guadalupe County Courthouse Seguin, Texas 78155 KARNES COUNTY December 31, 2007 Karnes County Courthouse Karnes City, Texas 78118 KENDALL COUNTY December 31, 2007 Kendall County Courthouse Boerne, Texas 78006 KERB COUNTY W i 11 i a m H. W i 11 T a m s December 31, 2007 Kerr County Courthouse Kerrville, Texas 78028 MEDINA COUNTY December 31, 2007 Medina County Courthouse Hondo, Texas 78861 WILSON COUNTY December 31, 2007 Wilson County Courthouse Floresville, Texas 78114 CITY OF NEW December 31, 2007 BRAUNFELS City Hall 424 S. Castell Avenue New Braunfels, Texas 78130 CITY OF SEGUIN December 31, 2007 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 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 45481124.1 A-2 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 Atascosa County Bandera County Comal County Frio County Gillespie County Guadalupe County Karnes County Kendall County Kerr County Medina County Wilson County City of New Braunfels City of Seguin Date of Adoption of Resolution July 26, 2004 July 26, 2004 July 21, 2004 July 26, 2004 July 26, 2004 and by the Board of Directors of the Corporation on the day of , 2004. Dated: ALAMO AREA HOUSING FINANCE CORPORATION President, Board of Directors Secretary-Treasurer, Board of Directors 45481124.1 A-3 THE STATE OF TEXAS COUNTY OF BEXAR This instrument was acknowledged before me on the day of , 2004, by Judge Carlos E. Garcia, President, and Al J. Notzon, III, Secretary-Treasurer of the Alamo Area Housing Finance Corporation, on behalf of said corporation. Notary Public in and for the State of Texas Printed Name of Notary My Commission Expires: (SEAL) 45481124.1 A-4 CERTIFICATE OF COUNTY CLERK THE STATE OF TEXAS § COUNTY OF KERB § THE UNDERSIGNED HEREBY CERTIFIES that: 1. The Commissioners Court (the Commissioners Court) of Kerr County, Texas (the County), convened on the 26th day of July, 2004 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: Pat Tinley H.A. "Buster" Baldwin William "Bill" Williams Jonathan Letz Dave Nicholson County Judge Commissioner, Precinct No. 1 Commissioner, Precinct No. 2 Commissioner, Precinct No. 3 Commissioner, Precinct No. 4 and all of such persons were present at the Meeting, except the following: ~~NVIYW, _ c~h~~.X,K~, thus constituting a quorum. Among other business considered at the Meeting, the attached resolution (the Resolution) entitled: A RESOLUTION BY THE COMMISSIONERS COURT OF KERR 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 that the Resolution be passed and adopted. The motion was seconded by Commissioner and carried by the following vote: ~_ voted "For" ~ voted "Against" O "Abstained" all as shown in the official Minutes of the Court for the Meeting. 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 45481668.1 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 26th day of July, 2004. O~~~gSI0NE9s . v ~o~ ~} ~ ~ ~~ 9~co .«...~'~PG' LINTY, ~ Co y Clerk and Ex-Officio Clerk of the Commissioners Court of Kerr County, Texas (SEAL OF COMMISSIONERS COURT) 45481668.1 2