housing A G E N D A ALASKA CORPORATION FOR AFFORDABLE HOUSING SPECIAL BOARD OF DIRECTORS MEETING ANCHORAGE/JUNEAU/FAIRBANKS

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1 A G E N D A ALASKA CORPORATION FOR AFFORDABLE HOUSING SPECIAL BOARD OF DIRECTORS MEETING APRIL 25, 2018 ANCHORAGE/JUNEAU/FAIRBANKS 9:30A.M. I. ROLL CALL II. APPROVAL OF AGENDA III. MINUTES: NONE NEXT RESOLUTION: IV. PUBLIC COMMENTS: V. OLD BUSINESS: VI. NEW BUSINESS: A. Consideration of a resolution delegating to the President of the Alaska Corporation for Affordable Housing (ACAH) powers related to the development of in Alaska and supporting the mission of the Alaska Housing finance Corporation (AHFC). ( ) B. Consideration of a resolution authorizing the President of the Alaska Corporation for Affordable Housing (ACAH) to enter a contract or contracts, to borrow up to $10,000,000 from the Alaska Housing Finance Corporation (AHFC) to finance the development of in Alaska and supportive and related services to support the mission of the Alaska Housing Finance Corporation. ( ) VII. VIII. ANY OTHER MATTERS TO COME BEFORE THE BOARD. ADJOURNMENT The Chair may announce changes in the Order of Business during the meeting.

2 M E M O R A N D U M DATE: April 25, 2018 TO: FROM: RE: ACAH Board Members Staff RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALASKA CORPORATION FOR AFFORDABLE HOUSING DELEGATING TO THE PRESIDENT POWERS RELATED TO THE DEVELOPMENT OF AFFORDABLE HOUSING IN ALASKA AND SUPPORTING THE MISSION OF THE ALASKA HOUSING FINANCE CORPORATION Background The Alaska Housing Finance Corporation (AHFC) incorporated the Alaska Corporation for Affordable Housing (ACAH) to acquire, develop, manage and operate and to provide supportive and related services to support the mission of AHFC. ACAH s corporate purposes are described in Exhibit A, as listed in the Articles of Incorporation. ACAH s Bylaws provide all corporate powers of ACAH and the business and affairs of ACAH are exercised (or managed by or under the authority of) the Board of Directors of ACAH. The bylaws provide that the President shall perform duties that are incident to the office or that are properly required of the President by the Board of Directors of ACA. The bylaws provide that the Board of Directors of ACAH may authorize by general authority or authority confined to specific instances, one or more officers or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of ACAH. ACAH s Bylaws also provide that no loans shall be contracted on behalf of ACAH unless specifically authorized by the Board of Directors of ACAH. Delegating to the President of ACAH certain powers to implement the acquisition, development, management and operation of, and to implement the provision of supportive or related services to support the mission of AHFC, will enhance ACAH s ability to fulfill its mission and corporate purposes. It is in the best interests of ACAH, AHFC, and the State of Alaska for the ACAH Board of Directors to delegate general authority to the President of ACAH, as he determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH, to enter into any contract

3 or execute and deliver any instrument in the name of and on behalf of ACAH to implement the corporate purposes of ACAH, including purposes for ACAH to acquire, develop, manage and operate, and for ACAH to provide supportive and related services to support the mission of AHFC. This delegation should exclude authority of the President of ACAH to contract for a loan on behalf of ACAH unless the loan is specifically authorized by the Board of Directors of ACAH. Recommendation and requested action: Staff recommend approval of resolution to delegate general authority to the President of ACAH, as he determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH.

4 EXHIBIT A ACAH Resolution No (1) providing and related services for low-income and moderate-income persons who are in need of, decent, safe and sanitary and related services where an inadequate supply of exists for such persons; (2) providing decent, safe and sanitary for low-income and moderate-income persons, or for low-income and moderate-income persons who are homeless or in imminent danger of homelessness, or who are displaced from urban renewal areas, or as a result of governmental action or a major disaster where insufficient exists for such groups; (3) assisting low-income and moderate income households by enabling them to secure the basic human need of decent shelter; (4) assisting low-income and moderate-income households by providing or facilitating social, educational and other services that improve their quality of life or self-sufficiency; (5) serving as general partner (either directly or as the sole member of a limited liability company) in limited partnerships and serving as the sole or managing member in limited liability companies which own and operate for the benefit of low-income and moderate-income persons who are in need of, decent, safe and sanitary and related services; (6) lessening the burdens of government; (7) providing and services for elderly households and individuals; and (8) serving as the sponsor of for low-income and moderate-income households.

5 RESOLUTION No RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALASKA CORPORATION FOR AFFORDABLE HOUSING DELEGATING TO THE PRESIDENT POWERS RELATED TO THE DEVELOPMENT OF AFFORDABLE HOUSING IN ALASKA AND SUPPORTING THE MISSION OF THE ALASKA HOUSING FINANCE CORPORATION WHEREAS, the Alaska Housing Finance Corporation (AHFC) incorporated the Alaska Corporation for Affordable Housing (ACAH) empower ACAH to acquire, develop, manage and operate, and to provide supportive and related services to support the mission of AHFC, which corporate purposes are more particularly described in Exhibit A; and WHEREAS, the Board of Directors of ACAH have determined that delegating to the President of ACAH certain powers to implement the acquisition, development, management and operation of, and to implement the provision of supportive or related services to support the mission of AHFC, will enhance ACAH s ability to fulfill its mission and corporate purposes; and WHEREAS, ACAH s Bylaws [Art. III, Sec. 1] provide all corporate powers of ACAH and the business and affairs of ACAH are exercised or managed by or under the authority of the Board of Directors of ACAH, except as AS or ACAH s Articles of Incorporation expressly provide otherwise; and WHEREAS, neither AS or ACAH s Articles of Incorporation expressly preclude or restrict the ACAH Board of Directors from exercising or delegating powers to implement the acquisition, development, management or operation of or the provision of supportive or related services to support the mission of AHFC; and WHEREAS, ACAH s Bylaws [Art. V, Sec. 5] provide the President shall perform duties that are incident to the office or that are properly required of the President by the Board of Directors of ACAH; and WHEREAS, ACAH s Bylaws [Art. IX, Sec. 1] provide the Board of Directors of ACAH may authorize, by general authority or authority confined to specific instances, one or more officers or agents to enter into any contract or to execute and deliver any instrument in the name of and on behalf of ACAH; and WHEREAS, ACAH s Bylaws [Art. IX, Sec. 2] provide that no loans shall be contracted on behalf of ACAH unless specifically authorized by the Board of Directors of ACAH; and

6 WHEREAS, the Board of Directors of ACAH have determined it is in the best interests of ACAH, AHFC, and the State of Alaska for the ACAH Board of Directors to delegate general authority to the President of ACAH, as he determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH, to enter into any contract or execute and deliver any instrument in the name of and on behalf of ACAH to implement the corporate purposes of ACAH which are more particularly described in Exhibit A, including purposes for ACAH to acquire, develop, manage and operate, and for ACAH to provide supportive and related services to support the mission of AHFC; HOWEVER, the delegation should exclude authority of the President of ACAH to contract for a loan on behalf of ACAH unless the loan is specifically authorized by the Board of Directors of ACAH. NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of ACAH delegates general authority to the President of ACAH, as he determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH, to enter into any contract and to execute and deliver any instrument in the name of and on behalf of ACAH to implement the corporate purposes of ACAH which are more particularly described in Exhibit A, including purposes for ACAH to acquire, develop, manage and operate, and for ACAH to provide supportive and related services to support the mission of AHFC. BE IT FURTHER RESOLVED that the delegation of general authority granted to the President of ACAH by this Resolution excludes authority of the President of ACAH to contract for a loan on behalf of ACAH unless the loan is specifically authorized by the Board of Directors of ACAH. PASSED AND APPROVED by the Board of the Alaska Corporation for Affordable Housing this 25th day of April Brent LeValley Board Chair

7 M E M O R A N D U M DATE: April 25, 2018 TO: FROM: RE: ACAH Board Members Staff RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALASKA CORPORATION FOR AFFORDABLE HOUSING AUTHORIZING THE PRESIDENT TO ENTER A CONTRACT OR CONTRACTS TO BORROW UP TO $10,000,000 FROM THE ALASKA HOUSING FINANCE CORPORATION TO FINANCE THE DEVELOPMENT OF AFFORDABLE HOUSING IN ALASKA AND SUPPORTIVE AND RELATED SERVICES TO SUPPORT THE MISSION OF THE ALASKA HOUSING FINANCE CORPORATION Background The Alaska Housing Finance Corporation (AHFC) incorporated the Alaska Corporation for Affordable Housing (ACAH) to acquire, develop, manage and operate and to provide supportive and related services to support the mission of AHFC. The Board of Directors in Resolution delegated general authority to the President of ACAH to implement the corporate purposes of ACAH, including purposes for ACAH to acquire, develop, manage and operate, and for ACAH to provide supportive and related services to support the mission of AHFC. This delegation excluded authority of the President of ACAH to contract for a loan on behalf of ACAH, unless the Board of Directors of ACAH specifically authorizes the loan. This action authorizes the President to borrow funds from AHFC up to a certain amount, as loans are necessary for ACAH to achieve its corporate purpose. The President will determine the terms and conditions of the loan(s). If additional loans are desired, that will be brought back to the board under a new resolution. To most effectively implement the corporate purposes of ACAH, it is in the best interests of ACAH and the State of Alaska for the Board of Directors to specifically authorize the President of ACAH to contract for a loan or loans to borrow from AHFC up to a total amount $10,000,000, as the President determines in his discretion to be appropriate to fulfill the corporate purposes

8 of ACAH to acquire, develop, manage and operate, and to provide supportive and related services to support the mission of AHFC. Recommendation and requested action: Staff recommend approval of resolution to specifically authorize the President of ACAH, as he determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH, to contract for loan or loans to borrow from AHFC up to $10,000,000.

9 RESOLUTION RESOLUTION OF THE BOARD OF DIRECTORS OF THE ALASKA CORPORATION FOR AFFORDABLE HOUSING AUTHORIZING THE PRESIDENT TO ENTER A CONTRACT OR CONTRACTS TO BORROW UP TO $10,000,000 FROM THE ALASKA HOUSING FINANCE CORPORATION TO FINANCE THE DEVELOPMENT OF AFFORDABLE HOUSING IN ALASKA AND SUPPORTIVE AND RELATED SERVICES TO SUPPORT THE MISSION OF THE ALASKA HOUSING FINANCE CORPORATION WHEREAS, the Alaska Housing Finance Corporation (AHFC) incorporated the Alaska Corporation for Affordable Housing (ACAH) and empowered ACAH to acquire, develop, manage and operate, and to provide supportive and related services to support the mission of AHFC; and WHEREAS, the Board of Directors of ACAH in Resolution delegated to the President of ACAH certain powers to implement the acquisition, development, management and operation of, and to implement the provision of supportive or related services to support the mission of AHFC; and WHEREAS, ACAH s Bylaws [Art. IX, Sec. 2] provide that no loans shall be contracted on behalf of ACAH unless specifically authorized by the Board of Directors of ACAH; and WHEREAS, the Board of Directors of ACAH in Resolution provided that the delegation of general authority granted to the President of ACAH excluded authority of the President to contract for a loan on behalf of ACAH unless the loan is specifically authorized by the Board of Directors of ACAH; and WHEREAS, the Board of Directors of ACAH have determined it is in the best interests of ACAH and the State of Alaska for the ACAH Board of Directors to specifically authorize the President of ACAH to contract for a loan or loans to borrow from AHFC up to a total amount $10,000,000, as the President determines in his discretion to be appropriate to fulfill the corporate purposes of ACAH to acquire, develop, manage and operate, and to provide supportive and related services to support the mission of AHFC. The President will determine the terms and conditions of the loan(s). NOW, THEREFORE, BE IT RESOLVED that the Board of Directors of ACAH specifically authorizes the President of ACAH to contract for a loan or loans to borrow from AHFC up to the total amount of $10,000,000, as the President determines in his discretion to be

10 appropriate to fulfill the corporate purposes of ACAH to acquire, develop, manage and operate, and to provide supportive and related services to support the mission of AHFC. The President will determine the terms and conditions of the loan(s). PASSED AND APPROVED by the Board of the Alaska Corporation for Affordable Housing this 25th day of April Brent LeValley Board Chair