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HomeMy WebLinkAboutAUGUSTA HOUSING TRUST FUND BOARD " ~ j'! . Housing and Economic Development Department Warren C. Smith Director November 2, 2004 TO: Augusta Housing Trust Fund Trustee Board Mr. Todd Gaines Ms. Lynda Suarez Mr. Brian Haltermann Mrs. Tina Bland Hugh Connolly Let me take this opportunity to congratulate and welcome each of you to serve as the first Augusta Housing Trust Fund (FUND) Board. As a new board, we are facing many exciting and challenging opportunities that will become beneficial for economic growth and quality of life in Augusta. The FUND will serves as an important new resource in the provision of affordable housing opportunities. I am confident that your skills, knowledge and commitment to excellence will insure the FUND's ultimate success. Within the next week you will be notified as to date, place and time of the first meeting for this initiative. At this point we are looking at a timeframe of late November or early December. Let me conclude by thanking you for your willingness to serve; as I have said many times, our goal will be to get things done for Augusta, improving our quality of life. Yours Sincerely, ;L. ..' ". .... . , ~LI JI~ C. / nu;X' Warren C. Smith Housing & Economic Development, Director CC: Commissioner Hankerson Jacob Oglesby - Housing Authority Fred Russell- Interim Administrator .. , ; TRINITY PLUS ONE CONSULTANTS, INC. TO: . MR. WARREN SMITH, MR. NORMAN MICHAEL, MR. JACOB OGLESBY, MR. R. LEE SMITH,JR AND MR. HARRY JAMES FROM: DWAN PACKNETT SUBJECT: AUGUSTA HOUSING TRUST FUND MEETING MINUTES FOR OCTOBER 7, 2003 MEETING DATE: 4 NOVEMBER 2003 CC: MR. MICHAEL SYPHOE MEETING ATTENDEES: Harry James, City Attorney's Office, Norman Michael, Housing and Neighborhood Development Department, Jacob Oglesby, Augusta Housing Authority, Dwan Packnett, Trinity Plus One Consultants, Inc., Warren Smith, Housing and Neighborhood . Development Department, and R. Lee Smith, Jr., CSRA Community Foundation, Ine. Mr. Warren Smith, Director of the Housing and Neighborhood Development Department called the meeting to order and facilitated the discussion of the possibility of creating a housing trust fund for Augusta, Georgia. To this end, Mr. Oglesby acknowledged that the Augusta Housing Authority was prepared to act in a limited capacity as the housing trust fund in order to administer $100,000 of CDBG funds specially set aside for this purpose. These funds must be expended within the next two years. In light of housing trust fund research prepared by the Housing and Neighborhood Development Department consultants, Mr. Warren Smith suggested that the group consider extending the housing trust fund concept beyond the initial expenditure of $100,000 and look to this concept as a mechanism for creating economically diverse neighborhoods that contain housing, jobs and educational and workforce development throughout the city of Augusta. To this end, Mr. Warren Smith asked Dwan Packnett, HND's consultant, to review the contents of the Housing Trust Fund Research Notebook provided to each of the meeting attendees. After a review of the housing trust fund research, the discussion was divided into the following four categories. 1. Authorize the creation of the Housing Trust Fund From the research presented by Ms. Packnett, under Georgia law, although a housing trust fund is permissible in Augusta with the appropriate state and local legislation, the legislative process could take several years if the proposed dedicated revenue source for the housing trust fund is derived from taxes, fees or assessments imposed by law. This time consuming process would be prohibitive to the implementation of the current Master Plan for the Target Area as well as the timely expenditure of the $100,000 CDBG funding. As a consequence, the meeting attendees considered alternative funding resources that treat the housing trust fund as a flexible entity that would eventually evolve into a fund with a dedicated revenue source derived from taxes, fees or assessments imposed by law. Currently, however, the proposed housing trust fund entity must have the flexibility to expend public and or private funds that it could raise to improve Augusta's neighborhoods through the creation of affordable housing. \ . ( , Mr. Harry James recommended that the housing trust fund become a separate entity and suggested the creation of a SOlC3 corporation. The corporation would be subject to Articles of Incorporation, By-laws and an operating agreement between the primary participating organizations, the Augusta Housing Authority, the Housing and Neighborhood Development Department and the CSRA Community Foundation. If successful, the term of the housing trust fund would span several years as a self-perpetuating entity. The first three years of the fund, the initial or "short term" period, would contemplate a revenue source derived from CDBG funding and donations and contributions. These funds would be administered by CSRA with minimal administrative costs. The administrative costs depend on the investment mechanism used by CSRA, i.e., a money market account has an administrative cost of 1 % annually. Funding for years four through six would be derived from a heightened private sector contribution and donations from community stakeholders. The heightened private sector contribution would carry with it a commensurate reduction in the amount of federal funds sustaining the housing trust fund. From years six through perpetuity, the fund would by that time have acquired the necessary state and local legislation to create a dedicated revenue source derived from fees, taxes or assessments. In addition to this proposed revenue source, the fund would continue to solicit private donations and community stakeholder funding. 2. Establish the range of permitted functions and targeted purposes The proposed purpose of the housing trust fund is the creation of sustainable, economically diverse neighborhoods throughout Augusta beginning with the target area as set forth in the Target Area Master Plan; and such other specific projects outside the target area as designated, i.e., Gordon Highway and Aragon Park. Further discussion and market area research is needed to determine the population to be served and eligibility. Although the housing trust fund will focus on providing affordable housing options for low-income residents, the term "affordable" needs more research. HND is currently procuring a market study for the target area that will help the housing trust fund board determine applicant eligibility and population served. 3. Designate a specific revenue source As set forth above, for the short term (1-3 years), tl1e specific revenue source for the housing trust fund will consist of CDBG funds, donations and contributions from community stakeholders. In-kind contributions will also be encouraged. 4. Set forth the administrative decision making structure The primary participants in the housing trust fund are CSRA Community Foundation, the Augusta Housing Authority, and the Housing and Neighborhood Development Department. The following structure was proposed. CSRA will act as the fiduciary agent, responsible for the management of funds and investments. AHA will manage the day-to-day program activities and review and rate applications to determine applicant eligibility. HND will be responsible for program oversight and regulatory compliance. This administrative structure will be guided and advised by a Board of Trustees, consisting of seven members. The trustee board will be comprised of seven individuals from the pubic and private sectors with experience in the ways to address housing needs in Augusta. It was proposed that the housing authority executive director and HND director will serve as ex-rifficio board members who will serve in an advisory capacity but will not vote on funding for applicants. The terms of the board of directors will be set forth in the housing trust fund Articles of Incorporation and By-laws 2 of The administrative structure will be subject to a tri-party Memorandum of Agreement or Operating Agreement that sets forth the roles and responsibilities of the parties and the capitalization requirements of the trust fund. It is envisioned that the housing trust fund board will make quarterly presentations and reports to the Augusta commissioners and community providing details of projects funded, status and overall viability of the trust fund. 3 .;" .~ Attachment 1 Augusta (GA) Housing Trust Fund (Guiding Principles & Organizational Design) April 2004 Purpose: The Augusta Housing Trust Fund (hereinafter, "FUND'? will o Support housing production, preservation, and rehabilitation for low-income households and create and preserve appropriate homeownership opportunities for those Uow-income] households in the jurisdiction. o Create sustainable, economically diverse neighborhoods that contain housing, jobs and educational opportunities throughout the Augusta, GA. o Provide an on-going and appropriately constituted structure/ vehicle for soliciting, managing and investing privately donated as well as publicly granted funds for improving affordable housing opportunities and resources. Authorization: Under the authorization of the Augusta Commission, CSRA and Department will work together in a collaborative partnership structure as an independent 501 (c) 3 non-profit corporation under appropriately constituted governance through a Board of Trustees. The FUND shall be operated under an agreement by and through the efforts of: o CSRA Community Foundation (hereinafter "CSRA") - Fiduciary agent, responsible for funds management and investments o Augusta Housing & Neighborhood Development Department (hereinafter "Department") - Management of day-to-day program activities and administration of applicant eligibility, program oversight and regulatory compliance Operating Principle: The housing trust fund initiative will be led by individuals from the public and private sectors with background and experience in ways to address Augusta's affordable housing needs. An appointed Board of Trustees will serve to set FUND policy and guide its operation. FUND Resources: The housing trust fund shall be created through the initial (start-up) provision of$100,000by the City from a Neighborhood Initiatives (pre- Development) Grant received from the U. S. Department of Housing & Urban Development (HUD) partly for this purpose. After this initial (first year) funding, the FUND shall be capitalized through: o Solicitation of donations and gifts o Community stakeholder and supporter annual contributions (i.e., ANIC and MCG) o Private foundation and public grants 6 May 2004 10:28 AM ....' ... o Interest-bearing investment of funds on hand The five-year resource development goal shall be to capitalize the FUND at $5-7 million. Distribution of Funds o Funds will be awarded to applicants in the form of loans, loan guarantees, deferred payment loans or grants. o Priority will be given to applicant projects supporting Augusta's Revitalization and Redevelopment plans, programs, ordinances and initiative. o The long-term intent of the FUND is to serve the needs of eligible persons and projects throughout the City. Establishment of a housing trust fund in Augusta: 1. The Augusta Commission authorizes the creation of the FUND and approves its administrative and governing structure; and guiding principles; this includes the permitted functions and targeted purposes of the housing trust fund; 2. Department recommends a designated revenue source for start-up funds, which is adopted/ ratified by the Augusta Commission; and 3. After authorization and approval the Department and CSRA work with attorneys to establish 501 (c) 3 FUND "entity" and operating agreement. Authorization to create a housing trust fund: o In Georgia, the power and authority of local governments to create dedicated trust funds must be interpreted in the context of the history of Georgia legislative finance and the evolution of home rule. The dedication of any revenues derived from taxes, fees, or assessments imposed by law is possible only if there is an express constitutional exception. o Local Governments in Georgia appear to have adequate discretionary authority to -create a housing trust fund within their system of budgets and accounts to treat it as a special revenue fund. o Consequently, whether Augusta has the authority to create a housing trust fund depends in upon the scope, structure and funding of the entity. Permitted Functions and Targeted Purposes: o The Augusta Housing Trust Fund shall focus on the creation of affordable housing for lower-income households and related opportunities. In Augusta, the creation of affordable housing shall be balanced with the goal of creating viable and sustainable mixed-income communities for people of all income levels. The FUND shall work to support homeowners hip assistance as well as a range of opportunities to prepare renters for ultimate home purchase and ownership. The FUND will work with financial institutions to joint-venture and co-invest in 2 affordable housing projects submitted by applicants in order to leverage FUND resources. Designation of a Specific Revenue Source o For the legal reasons set forth above that apply in Georgia, initially the proposed revenue source for Augusta housing trust fund will initially depend on donations and community stakeholder and supporter contributions. In three or four years, the housing trust fund will seek General Assembly approval to dedicate existing taxes or fees to serve as a specific revenue source for the housing trust fund. Augusta is using this funding approach because the dedication of taxes, fees or assessments requires the action of the General Assembly as well as the Augusta Commission, which could take several years and the City has a limited amount of time to expend the HUD funds currently allocated for the trust fund. o The revenue sources proposed in the Augusta Housing Trust Fund organizational design, i.e., private donations, public grants, CDBG funds and annual contributions from supporters and stakeholders, are a more realistic alternative under existing Georgia law. The Governance IPolicy Making! Administrative Structure o The governance and policy making structure envisions a board of trustees consisting of seven r) members, including three ex-officio non-voting members: 1) Department Director (HND), 2) Housing Authority Executive Director and 3) The Chairperson of Augusta Commission's Administrative Services Committee (or his/ her designee). The five remaining members will be selected through a fou"nal nominating cOrI'.u'mttee process. The Augusta Commission will ratify the initial board of trustee candidates. The nominating committee will consist of, at a minimum, the ex-officio board of trustee members. o Public members must be knowledgeable in the area of housing, including development and/or finance and shall serve for a term of four years (with staggered initial terms). Regarding the administrative structure, the FUND will follow the model established by the State of Georgia, wherein the commission that oversees the State's trust fund does not hire staff, but contracts with DCA for professional, technical and clerical support or if special expertise is needed, outside consultants. In Augusta the Department will serve this function of staff to the FUND. 3 I c p.::l Attachment 2 STATEMENT OF INDIVIDUAL HOUSING TRUST FUND BOARD MEMBER'S RESPONSIBILITIES 1. To understand and support the mission of the Housing Trust Fund, which includes reading and being familiar with the Housing Trust Fund enabling legislation, articles of incorporation and by-laws. Board members shall have five years of housing related experience, i.e., development, financing, real estate, builders, affordable housing, public housing or development of mixed-income projects. 2. To speak often and positively of the Housing Trust Fund whenever the opportunity presents itself 3. To make a significant commitment to the Housing Trust Fund during service on the Board. 4. To serve in leadership positions or undertake special assignments willingly and enthusiastically when asked. 5. To personally and/or corporately contribute financially to the Housing Trust Fund according to personal means. Contributions may be in cash, charitable gift annuities, trusts, real estate, etc. Support for the operating needs of the Fund is also encouraged. 6. To be an advocate and mentor to other community citize~s concerning the advantages of using the Housing Trust Fund as a component of market rate housing projects to encourage the development of affordable housing stock in Augusta, Georgia. 7. To attend a majority of the Board meetings and events sponsored by the Housing Trust Fund each year. 8. To assume fiduciary responsibility including stewardship of assets and insuring that adequate operational and fmancial controls are in place. 9. As an advocate for the Housing Trust Fund, seek opportunities to tell the Foundation story, (service & civic clubs, newspapers, radio, television, etc.) and to urge private sector organizations and developers to consider partnering in the development of Housing Trust Fund proj ects. ~ DECLARATION OF FUND MANAGEMENT AGREEMENT We the initial Trustees as undersigned do hereby enter into an agreement with The Community Foundation for the Central Savannah River Area (The Foundation) for managing investment of: $100,000.00 These funds shall be known as the Augusta Housing Trust Fund (The FUND) and considered the investment resource of that entity. The Board of Trustees of the FUND, its agents or others may add gifts to the FUND at any time. The Foundation will hold and administer all property which we or any other person or organization contributes to the FUND in accordance with the provisions of the Agreement and the provisions of the governing instruments and written policies of the Foundation and any future amendments or modifications, all of which are hereby incorporated by reference. Disbursements or distributions from the FUND shall be made as specified by the Trustees per their policies, guidelines and directives established separately. The Augusta Housing Trust Fundwas created by resolution of the Augusta Commission in 2004 and will provide support for the preservation, rehabilitation and production of affordable housing in Augusta, especially for low-income households. The FUND will assist efforts to increase homeownership among those of lower income, with a focus on creating sustainable, economically diverse communities that have jobs educational opportunities as wel! as decent housing. The FUND \-vas initially granted $100,000 for start-up capital and will seek a dedicated revenue source so that it may reach $5-7 million over the first 5 to 8 years. Assistance policies and procedures will be determined by an appointed board of trustees. The Foundation shall cause the assets of the Fund to be invested and reinvested pursuant to its governing instruments and the investment policies, practices, and procedures consonant therewith as adopted from time to time by its Board. Without restricting the Foundation's investments decisions, the FUND Trustees express a preference that the FUND be invested in a portfolio maintained by the Foundation that consists of a mix of equity and debt securities, money market, cash and equivalent which the Foundation has designed with the intent to produce total return that will maintain the real value of the FUND against the Consumer Price Index while permitting a reasonable annual distribution rate to charitable beneficiary (ies) net of fees. The Foundation shall provide periodic reports to the FUND regarding the status of investments, balances and disbursements. We authorize the Foundation to publish this named FUND in their annual report and other publications. ' We have hereunto set our hands this day of 2004. Name (printed) Signature Trust Fund as Initial Trustee of the Augusta Housing Name (printed) Signature Trust Fund as Initial Trustee of the Augusta Housing Representative for The Community Foundation / CEO President COMMUN ION, INC. Investment Options & Administrative Fees ./ Investment Option #1 - Balanced Income Pool This portfolio consists of approximately 50% Equity Funds (Stocks) and 50% Fixed Income Funds (Bonds). This Investment is considered moderately aggressive and is best suited for longer-term investors with an investment horizon greater than 5 years. The Foundation's Administrative Fee is 1.5% annually. 0, Investment Option #2 - Money Market Pool . This is a money market option with no risk tolerance that would provide clients with instant liquidity with no principal risk. This option is best suited for clients with investment horizons of less than 1 year. The Foundation's Administrative Fee is 1% annually. Please note that the Administrative Fee for Short Term or Pass Through Funds is 3%. These are Funds that receive and distribute gifts from donors to' donees, leaving little or no principle in the Foundation. These Funds are usually maintained/or a snorl period of time. Post Office Box 31358 · Augusta, Georgia 30903 · www.csracf.com . Office 706/724-1314 . Fax 706/724-1315 CAPITOL CITY BANK i& TRUST COMPANY Jd~ocdtad an Opportunity Of A life Time If you have not already opened an account at CAPITOL CITY BANK, we would like to take this time to extend to you an opportunity to do so. Please indicate the type of account you would like to start: CERTIFICATES OF DEPOSIT IRA'S ( ) 30 Days ( ) 90 Days ( ) 90 Days ( ) 6 Months ( ) 6 Months ( ) 12 Months (. ) 12 Months ( ) 24 Months ( ) 24 Months ( ) 36 Months ( ) 36 Months ( ) 48 Months ( ) 48 Months ( ) 60 Months ( ) 60 Months CHECKING ( ) Regular Personal ( ) CC 55" ( ) CC Package Plus ( ) Interest on Checking (NO\V ACCOUNT) ( ) Premo Rate Checking (SUPER NOW) NAME ADDRESS PHONE #S WK SOC SEC NUMBER EMPLOYMENT SAVINGS ( ) Regular Savings ( ) Starter Savings (Minor) COMMERCIAL CHECKING ( ) Commercial Checking ( ) Bus. Non-Profit Reg. DDA ( ) Business Checking MONEY MARKET ( ) Money Market INSTAllMENT LOANS ( ) Installment Loan HOME DATE OF BIRTH Please return this information to us as soon as possible so that we may contact you to start the account. For your convenienee we have established a bank by mail service. P.O. Box 42200* Atlanta, Georgia 30311 * 404-752-6067 ". BYLAWS OF THE AUGUST A HOUSING TRUST FUND ARTICLE ONE 1.1. The name of this corporation shall be "the Augusta Housing Trust Fund" (the Corporation. 1.2. The affairs of the Corporation shall be controlled and administered by a Board of Trustees consisting of seven (7) members who will exercise the rights and powers granted under these Bylaws. The Director of Augusta Housing and Neighborhood Development Department, the Director of Augusta Housing Authority and the Chair of the Administrative Services Committee shall serve as ex-officio non-voting members. 1.3. The original members of the Board of Trustees shall be designated in the Articles of Incorporation, and the initial terms of the original Trustees shall [Insert proposed terms], dating from the organizational meeting, which shall constitute the first annual meeting of the Board of Trustees of the Corporation. After such initial term, the duration of the succeeding terms of Trustees shall be as determined from time to time by the Board of Trustees by resolution, to a maximum of three (3) years for each term. A director.may serve any number of terms consecutively. A director may be removed with or without cause at any time by majority vote. Vacancies created by expiration of the terms of Trustees or by the death, removal, resignation, or incapacity of any member of the Board of Trustees shall be filled by the Board 1.4. The Board of Trustees shall meet once per month. Special meetings of the Board of Trustees may be called at any time by the Chairman, and must be called by the Chairman on the written notice of any member of the Board. All trustees shall be given at least 2 days notice of special meetings. Notice of meetings may be given personally or by first class mail, telegram, cablegram, telex or facsimile transmission and shall be deemed given when mailed or when the telegram, cablegram, telex or facsimile transmission is sent, addressed to the trustee at his or her business or residence address. Neither the business to be transacted, nor the purpose of any meeting of the Board of Trustees need be specified in the notice (or waiver of notice) of such meeting except in the following cases: the removal or election of trustees; the removal or election of officers; amendments to these Bylaws; or amendments to the Articles of Incorporation. Notice of any such meeting or of the purpose of a special meeting may be waived by an instrument in writing. Attendance of a trustee at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, the manner in which it has been called or convened, and of notice of the purpose of the meeting, except when a trustee states, at the beginning of the meeting, any such objection or objections to the transaction of business. 1.5. A quorum for the transaction of any business shall be a majority of the trustees then in office. If a quorum is present and except as otherwise specifically provided in the Articles ofIncorporation or by these Bylaws, the Board of Trustees may act upon a majority vote ofthe trustees present at the meeting. Every trustee shall have one vote. D R AFT 3 November 2004 I :32 PM BYLAWS OF THE AUGUSTA HOUSING TRUST FUND 1.6. Notwithstanding any other provisions of these Bylaws, the following actions shall not be taken by or on behalf of the Corporation without the ~pproval of Augusta-Richmond County Commission. 1.6.1. the dissolution, merger or consolidation of the Corporation; 1.6.2. the sale, lease or exchange of all or substantially all of the assets of the Corporation; 1.6.3. the distribution of any ofthe properties ofthe Corporation; and 1.6.4. the amendment of the Article ofIncorporation; 1.7. Any action required to be taken a meeting of the Board of Trustees, or any action that may be taken at a meeting of the Board of Trustee, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Trustees then in office and filed with the minutes of the proceedings of the Board of Trustees. 1.8. Members of the Board of Trustee or any committee thereof may participate in any meeting of the board or any committee thereof by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other and such participation in a meeting shall constitute presence in person at such meeting. 1.9. The Board of Trustees by resolution adopted by the entire board may designate from its members one or more committees, except as limited in these Bylaws; each such committee shall consist of two (2) or more trustees. 1.10. The trustees of this Corporation shall receive no compensation for their services as trustees. By resolution of the Board of Trustees, either specific and limited or general and continuing, reasonable travel, hotel and other expenses may be allowed for attending and returning from any meeting of the Board of Trustees or for attending and returning from any meeting of an Executing or other Committee or in connection with the affairs of the Corporation. A trustee, however, shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services. ARTICLE 2. TRUSTEES 2.1 The Officers of the Corporation shall be elected by the Board of Trustees and shall consist of a President, a Secretary, a Treasurer, and such other officers as may be elected by the trustees. Any two offices may be held by the same person, except the offices of President and Secretary. Without limiting the foregoing, the Board of Trustees shall have the power to hire an Executive Director to be responsible for the active management of the operations of the Corporation. Subject to the approval of the Board of Trustees, the Executive Director shall have the authority to employ persons to conduct the business of the Corporation, and retain, on behalf of the Corporation, such consultants, independent contractors and agents as may be necessary to achieve the objective of the Corporation. D R AFT 3 November 2004 I :32 PM ... BYLAWS OF THE AUGUST A HOUSING TRUST FUND 2.1 The President shall be responsible for the oversight of the administration of the Corporation, including general supervision of the policies of the Corporation and general management of the financial affairs of the Corporation. He or she shall have the authority to execute bonds, mortgages or other contracts, agreements or instruments on behalf of the Corporation. The President shall preside at all meetings of the Board of Trustees. He or she may delegate his or her authority to preside at such meetings to any other trustee or to an officer of the Corporation. 2.1 The Secretary shall keep minutes of all meetings of the Board of Trustees and have charge of the minute book and seal of the Corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him or her by the President or the Board of Trustees. 2.1 The Treasurer shall be charged with the management of the financial affairs of the Corporation, acting under the supervision or direction of the President. He or she shall in general perform all of the duties incident to that office and such other duties as from time to time may be assigned to him or her by the President or the Board of Trustees. The Treasurer shall have the authority to execute bonds, mortgages or other contracts or agreements under the seal of the Corporation, subject to all the restrictions upon the President relating to such functions. " 2.1 The other officers, if any, shall perform such duties as are generally performed by officers with equivalent restrictions on title, if any, and shall perform such other duties and exercise such other powers as the President or the Board of Trustees shall request or delegate. 2.1 Any officer, assistant officer or agent elected by the Board of Trustees may be removed by the Board whenever in its judgment the best interests of the Corporation win be served thereby. Any vacancy, however occurring, in any office may be filled by the Board. 2.1 The officers of the Corporation shall be entitled to such reasonable compensation for their services as is approved by the Board of Trustees and the reimbursement of reasonable expenses, if any, incurred by them as officers, if approved by the Board of Trustees, and nothing herein shall be construed to preclude an officer from serving the Corporation in any other capacity and receiving compensation. The compensation of other employees, if any, ofthe Corporation shall be fixed by the Board. ARTICLE 3. CONTRACTS. CHECKS. DEPOSITS AND FUNDS 3.1 The Board of Trustees may authorize any officer or officers, agent or agents of the Corporation, in the addition to the officers so authorized by these Bylaws, to perform D R AFT 3 November 2004 I :32 PM BYLAWS OF THE AUGUSTA HOUSING TRUST FUND certain acts, to enter into any contract or execute and delivery any instrument in the name of said on behalf of the Corporation, and such authority may be general or defined in specific instances. 3.2 All checks, drafts or orders for the payment of money, notes or other evidences' of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Trustees. In the absence of such determination by the Board such instruments shall be signed by the Treasurer. ARTICLE 4. LIQUDATION 4.1 Upon liquidation or cessation of the activities of the Corporation, the Board of Trustees, shall determine the manner in which the property and assets of the Corporation are to be disturbed, in accordance with the rules governing a 501 ( c) (3) corporation. ARTICLE 5. INDEMNFICATION 5.1 The Corporation shall indemnify and hold harmless each person who shall serve at any time hereafter as a trustee, officer, employee or agent ofthe Corporation (including the heirs, executors, administrators or estate of such person) from and against any and all claims and liabilities to which such person shall become subject by reason of his or her having heretofore or hereafter having been a trustee, officer, employee or agent of the Corporation, or by reason of any action alleged to have been heretofore or hereafter taken or omitted by him or her as such trustee, officer, employee or agent to the full extent permitted under Sections 14-3-851 through 14-3- 856 of the Georgia Non-profit Corporation Code or any successors provision of the laws of the State of Georgia, and shall reimburse such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of any appropriation of any business opportunity of the Corporation, any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law, or any transaction from which he or she derived an improper personal benefit. 5.2 The rights accruing to any person under the provisions of Article Seven shall not exclude any other right to which he or she maybe lawfully entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically herein provided for. The Corporation, its trustees, officers, employees and agents shall be fully protected in taking any action or making any payment under this Article Seven or in refusing to do so in reliance upon the advice of counsel to the Corporation. ARTICLE 6. EXEMPT ACTIVITIES D R AFT 3 November 2004 I :32 PM BYLAWS OF THE AUGUSTA HOUSING TRUST FUND 6.1 Notwithstanding any other provision of these Bylaws, no trustee, officer, employee, agent or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by a non-profit corporation exempt under section 501(c)(3) of the Code. ARTICLE7. SEAL 7.1 The seal of the Corporation shall be in such form as the Board of Trustees may from time to time determine. In the event it is inconvenient to use such a seal at any time, the signature of he Corporation following the word "Seal" enclosed in parentheses or scroll shall be deemed the seal of the Corporation. The seal shall be in the custody of the Secretary and affixed by him or her on such papers as may be directed by law, by these Bylaws or by the Board of Trustees. ARTICLE8. AMENDMENT 8.1 The Board of Trustees shall have the power by the vote of the trustees then in office to alter, amend or repeal the Bylaws or adopt new Bylaws, provided that the Bylaws at no time shall contain any provision inconsistent with law or the Articles of Incorporation, or the policies, rules, regulations and procedures of the Augusta Richmond County Commission. D R AFT 3 November 2004 1 :32 PM >. BYLAWS OF THE AUGUSTA HOUSING TRUST FUND TRUSTEE BOARD RESPONSIBILITIES 1. To understand and support the mission of the , which includes being familiar with the rules and procedures of the organization. 2. To speak often and positively ofthe whenever the opportunity presents itself. 3. To make a significant commitment of time to during service on the Board of Trustees. · To serve in leadership positions or undertake special assignments willingly and enthusiastically when asked. · To personally and corporately contribute financially to or solicit funds to carry on the activities of the organization. Support for the operating needs of the organization is also encouraged. · To encourage corporations, banks, and professional organizations to financially support the organization. 4. To attend a majority of the Board meetings and events sponsored by the each year. 5. To assume fiduciary responsibility including stewardship of assets and insuring that adequate operational and financial controls are in place. 6. As an advocate for the , seek opportunities to tell the Foundation story, (service & civic clubs, newspapers, radio, television, etc.) and to urge organizations to consider making financial contributions to the Housing Trust. D R AFT 3 November 2004 I :32 PM ~~ .~ ARTICLES OF INCORPORATION OF THE AUGUSTA HOUSING TRUST FUND (A Nonprofit Corporation) I. The name of the corporation is "The Augusta Housing Trust Fund" (the "Corporation"). II. The Corporation is organized pursuant to the provisions of the Georgia Nonprofit Corporation Code. III. The Corporation shall have perpetual duration. IV. The Corporation is a nonprofit corporation organized for the following exclusively charitable purpose: to support the production, preservation, and rehabilitation for low-income households in Augusta Richmond County and create and preserve appropriate homeownership opportunities for such low-income households. In addition, the Corporation will strive to create sustainable, economically diverse neighborhoods that contain housing, jobs and educational opportunities throughout the Augusta-Richmond County area and to engage in any lawful act or activities related to the foregoing which are consistent with the provisions of section 501 (c) 3 of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States internal revenue law (referred to in these Articles of Incorporation as the "Code"). v. The Corporation is not organized and shall not be operated for pecuniary gain or profit. No part of the property or net earnings of the Corporation shall inure to the benefit of any individual, except as reasonable compensation for services actually rendered by such individual and as payments and distributions in furtherance of the purposes set forth in this Article V and VI hereof. It is intended that the Corporation will qualify at all times as an organization exempt from federal income tax under sections 501 (a) and 501 (c) (3) of the Code, that it will qualify as an organization to which deductible contributions may be made pursuant to sections 170( c) (2), 642, 2055, and 2522 of the Code, and that it will qualify at all times as other than a private foundation pursuant to Section 509(a)(3) of the Code. Therefore, notwithstanding any other provision of these Articles, the Corporation shall never be authorized to engage in any activity except in furtherance of the purposes for which the Corporation is organized, and the Corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under sections 501(a) and 501 (c) 3 of the Code or (ii) by a corporation, contributions to which are deductible under sections 170(c)(2), 642,2055, and 2522 of the Code. The Corporation shall never directly or indirectly participate or intervene in (including in the publishing or distributing of statements) any political campaign on behalf or in opposition to any candidate for public office, and the Corporation shall not engage in any activities which would subject it to tax under 4955 of the Code. No substantial part of the activities of the DR AFT 3 November 20041:32 PM I ,. ARTICLES OF INCORPORATION OF THE AUGUSTA HOUSING TRUST FUND (A Nonprofit Corporation) Corporation shall be devoted to attempting to influence legislation by propaganda or otherwise within the meaning of the proscriptive provisions of the Code, except as otherwise provided in section 501(h) of the Code, and its expenditures to influence legislation shall not exceed the permissible limits of sections 501(h) and 4911 of the Code, to the extent applicable, and shall not be of the type or magnitude which would subject the Corporation to tax under section 4911 of the Code. To the extent that section 4942 of the Code is applicable to the Corporation, the trustees shall cause the Corporation to distribute amounts for each taxable year at such time and in such manner as not to become subject to the tax imposed by such section. Notwithstanding any other provisions of these Articles ofIncorporation, to the extent that the following provisions of the Code are applicable, the Corporation and the trustees shall not engage in any act of self dealing which would give rise to any liability for tax under section 4941 (d) of the code, shall not retain any excess business holdings which would subject the Corporation to tax under section 4943(c) of the Code, shall not make any investments in such manner as to subject the Corporation to tax under section 4944 of the Code, and shall not make any taxable expenditures which would subject the Corporation to tax under section 4945 of the Code. VI. (a) The Board of Trustees ofthe Corporation shall cause the assets held by the Corporation or to be held, distributed to or otherwise utilized for the support, benefit or purposes of the City of Augusta, Georgia, [insert supported institutions, i.e., MCG, ANIC, etc), or entities owned by such institutions at such times, in such amounts and for such specific uses as shall be determined form time to time by the Board of Trustees of the Corporation. (b) The Corporation shall, not less often than annually, deliver to each of the Supported Institutions a report of the financial affairs of the Corporation for the period concerned, including a statement of the assets and liabilities of the Corporation, a statement of the receipts and disbursements of the Corporation and such other information as the trustees of the Corporation deem appropriate and helpful. The trustees of the corporation shall confer at least once during each fiscal year of the Corporation with the appropriate officers of the Supported Institutions concerning the support of the Supported Institutions by the Corporation. (c) The Supported Institutions named above shall be deemed to include their respective successors by merger, consolidation or otherwise. If any of the Supported Institutions or its successor should cease to exist, substantially terminate or abandon its operations, change its purposes or methods of operation to the extent that it no longer fulfills the charitable purposes and directives expressed in these Articles, or cease to be a qualifying charitable organization, the Board of Trustees of this corporation shall select a substitute organization which is then a qualifying charitable organization and which would enable this Corporation to maintain its status as a "supporting institution" described in section 509(a) (3) of the Code and the Treasury Regulations promulgated thereunder. (d) In these Articles and in any statements to them, references to a "qualifying charitable organization" shall mean any federal, state or local governmental bodies (but only with respect to exclusively public or charitable purposes) or any corporations, trusts, funds, foundations, or community chests which are organized and operated exclusively for charitable purposes, no part or the net earnings of which inures or is payable to or for the benefit of any private shareholder or individual (except as reasonable compensation for DR AFT 3 November 20041:32 PM 2 .. r ... ARTICLES OF INCORPORATION OF THE AUGUSTA HOUSING TRUST FUND (A Nonprofit Corporation) services necessary or appropriate in fulfilling its charitable purpose and reimbursement of ordinary and necessary expenses thereto and distributions in furtherance of its charitable purposes) no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation (except as otherwise provided in section 509(h) ofthe Code), which is not disqualified for tax exempt~on under section 501(c) (3) of the Code by reason of attempting to influence legislation, whose expenditures to influence legislation do not exceed permissible limits of sections 50 I (h) and 4911 of the Code (to the extent applicable), which do 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 for public office, which do not discriminate in conducting their affairs against any person on account of race, color, national origin, sex, religion or age, and which are described in section 170 (c)(l) or 50 1 (c)(3) and in section 509(a)(1) or (2) of the Code. VII. (a) Unless otherwise provide in these Articles ofIncorporation or in the Bylaws of the Corporation, the corporation shall have all ofthe powers conferred upon nonprofit corporations under the Georgia Nonprofit Corporation Code, to be exercised solely in furtherance of the charitable purposes described in Article IV hereof. The corporation shall have the power and authority to accept gifts and contributions, whether made by will or otherwise, in any form of property, but only if the objects specified by the testator or donor are within the objects and purposes of the Corporation. (b) The trustees are authorized to and shall take any and all other action necessary or appropriate to qualify the Corporation as a "supporting organization" within the meaning of section 509(a)(3) of the Code and the Treasury Regulations promulgated thereunder. In the event of the dissolution of the Corporation, after payment of or provision for all liabilities of the Corporation, all of the assets of the Corporation shall be distributed exclusively for the purposes of the Corporation among, or its assets shall be sold and the proceeds distributed among, the Supported Institutions, or their successors, in the manner and proportions determined by the Board of Trustees of the Corporation. In the event that for any reason upon the dissolution of the Corporation the Board of Trustees of the corporation shall fail to act in a manner herein provided within a reasonable time, the senior judge of the Superior Court of Richmond County shall make such distribution exclusively for such purposes among the aforesaid organizations as herein provided upon the application of one or more of the Supported Institutions. No distribution shall be made at any time to or for the benefit of any organization other than a qualifying charitable organization or for other that a charitable purpose. IX. The Corporation shall have no capital stock and it shall have no shareholders or members. X. The affairs ofthe Corporation shall be managed by a Board of Trustees consisting of at least seven (7) members. One (1) member of the Board of Trustees shall be elected or appointed by the Boards of Trustees of each ofthe Supported Institutions. The exact method of election of the members of the Board of Trustees as well as any qualifications for being a member of the D R AFT 3 November 2004 1 :32 PM 3 ~ ARTICLES OF INCORPORATION OF THE AUGUSTA HOUSING TRUST FUND (A Nonprofit Corporation) Board of Trustees shall be as provided from time to time by or pursuant to the Bylaws of the Corporation, except that the number of the members of the initial Board of Trustees is fixed by Article X of these Articles ofIncorporation. XI. . The initial Board of Trustees of the Corporation shall consist of three ex-officio members (chair of the Administrative Services Committee, Trustee of the Augusta Housing and Neighborhood Development Department and the Executive Trustee of the Augusta Housing Authority) who shall serve until the first annual meeting of the Board of Trustees and whose names and addresses are as follows: XII. No trustee of the Corporation shall be personally liable to the corporation for monetary damages for breach of his duty or other duty as a trustee; provided, however, that this provision shall eliminate of limit the liability of the a trustee only to the extent permitted from time to time by the Georgia Nonprofit Corporation Code or any successor law or laws. XIII. The address of the initial registered office and principal office of the Corporation is and the initial registered agent of the Corporation at such address is Warren Smith [or HND's attorney]. XN. The name and address of the incorporator are: [Insert HND's attorney] XV. The Articles of Incorporation of the Corporation may be amended by the affirmative vote of all of the trustees of the Corporation then in office as permitted in the Georgia Nonprofit Corporation Code (or the corresponding provision of any future Georgia nonprofit corporation law); provided, however, that no amendment may be made which would cause the Corporation no longer to be qualified as an exempt organization described in section 501(c) (3) of the Code. IN WITNESS HEREOF, the undersigned incorporator has executed these Articles of Incorporation. [Insert HND's Attorneys] DR AFT 3 November 20041:32 PM 4