HomeMy WebLinkAboutAUGUSTA HOUSING TRUST FUND BOARD
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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. ..' ". ....
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JI~ C. / nu;X'
Warren C. Smith
Housing & Economic Development, Director
CC: Commissioner Hankerson
Jacob Oglesby - Housing Authority
Fred Russell- Interim Administrator
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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.
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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
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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.
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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
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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
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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.
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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.
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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:
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(. ) 12 Months ( ) 24 Months
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CHECKING
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(NO\V ACCOUNT)
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( ) Regular Savings
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(Minor)
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( ) Commercial Checking
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MONEY MARKET
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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
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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
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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.
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>.
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
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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
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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]
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4