The URL can be used to link to this page

Home My WebLink AboutR93-133 amendment to bylaws of Lake Creek Affordable HousingCommissione moved adoption of the following Resolution: BOARD OF COUNTY COMMISSIONERS COUNTY OF EAGLE, STATE OF COLORADO RESOLUTION NO. 93- APPROVING AN AMENDMENT TO ARTICLE III, SECTION 1 OF THE BYLAWS OF LAKE CREEK AFFORDABLE HOUSING CORPORATION WHEREAS, the Lake Creek Affordable Housing Corporation (the "Corporation ") has issued the Lake Creek Affordable Housing Corporation Multifamily Housing Project Subordinate Revenue Bonds, Series 1993B (the "Series 1993B Subordinate Bonds "); and WHEREAS, Corum Real Estate Group, Inc. ( "Corum ") has requested a transfer of its Series 1993B Subordinate Bonds in the aggregate principal amount of $250,250 to certain officers and shareholders of Corum; and WHEREAS, the Trust Indenture dated as of July 1, 1993 securing the Series 1993B Subordinate Bonds contemplated such transfer at Section 2.04. Registration. Transfer and Exchange. to wit: "Notwithstanding the foregoing, Corum Real Estate Group, Inc. may transfer its Series 1993B Subordinate Bonds to its officers or shareholders subject to the approval of the Board of Directors of the Corporation;" and WHEREAS, in order to permit Corum to maintain representation on the Board of Directors of the Corporation after such transfer of Series 1993B Subordinate Bonds, it is necessary to amend Article III, Section 1 of the corporation's Bylaws; and WHEREAS, Article X of the Corporation's Articles of Incorpora- tion and Article VI, Section 8 of the Corporation's Bylaws require approval of the Board of County Commissioners of Eagle County, Colorado (the "Board of County Commissioners ") prior to amendment of the Corporation's Bylaws; and _n 1 WHEREAS, at a meeting held on October 22, 1993, the Board of Directors of the Corporation adopted a resolution, subject to the approval of the Board of County Commissioners, amending the Corporation's Bylaws in the manner set forth in Section 1 hereof; and WHEREAS, Article VI, Section 8 of the Corporation's Bylaws requires that any amendment "which would change the number of members of the board of directors or the manner of appointment described in Section 1 of Article III shall not be made without first receiving an opinion of counsel to the effect that such amendment will not adversely affect the corporation's qualification under I.R.S. Revenue Ruling 63 -20 or any rule or regulation superseding such ruling" (the "Opinion "); and WHEREAS, Ballard Spahr Andrews & Ingersoll has prepared the opinion required by Article III, Section 8 of the Bylaws, a copy of which is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE COUNTY OF EAGLE, STATE OF COLORADO: THAT, the Board of County Commissioners hereby approves the following amendment to Article III, Section 1 of the Corporation's Bylaws: 1. Number and Term of Office. Except as otherwise provided in the articles of incorporation or the Colorado NonProfit Corpo- ration Act, the business and affairs of the corporation shall be managed by a board of directors consisting of five members. Of the five members, four members shall be appointed by the Board of County Commissioners of Eagle County, Colorado and one member shall be appointed by Vail Associates, Inc., a Colorado corporation. Of the four members appointed by the Board of County Commissioners of Eagle County, one member shall represent an employer which has been actively engaged in a business enterprise employing five or more full -time employees located within that portion of Eagle County School District No. Re -50J located in Eagle County (the "Designated Employer "); and one member shall be nominated for approval by Corum Real Estate Group, Inc. ( "Corum ") , a Colorado corporation, so long as Corum, its officers or shareholders, hold subordinated debt in connection with the financing of the Lake Creek Apartments project. If the Board of County Commissioners of Eagle County does not approve a nominee of Corum, Corum is entitled to nominate different nominees until a nominee is appointed. If Corum no longer holds subordinated debt in connection with the financing of the Lake Creek Apartments pro- ject, the Board of County Commissioners of Eagle County has the option to retain a Corum representative on the board of directors or at any time replace the Corum representative with another employer representative meeting the same requirements as the Designated Employer. Each director shall be a natural person of the age of eighteen years or older but does not need to be a resident of the State of Colora- do. A director shall hold office until the director's resignation, removal or death. (Emphasis added to indicate the amendment language) MOVED, READ AND ADOPTED by the Board of County Commissioners of he County of Eagle, State of Colorado, this _ & day of J , 1993. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: Geor 'A.'Gates, Chairman r hnnette Phillips, Commi sioner County Commissioners Commissioner __ seconded adoption of the foregoing resol ion. Th oll having been called, the vote was as follows: Commissioner George A. Gates Commissioner Johnnette Phillips Commissioner James E. Johnson, Jr. This Resolution passed by (.3 —(`) vote of the Board of County Commissioners of the County of Eagle, State of Colorado. r \lake.amd 93 -35 uW lxlU.A(YF) ` LAW OFFS ® BALLARD SPAHR ANDREWS &, INGERSOLL 1225 17TH STREET, SUITE 2300 PHILADELPHIA. PA DENVER. COLORADO 80202 -5523 BALTIMORE. MO CAMDEN, NJ (303) 292 -2400 SALT LAKE CITY, UT FAX: ( 296 -3956 WASHINGTON, OC October 20, 1993 Board of Directors Lake Creek Affordable Housing Corporation 500 Broadway Eagle, Colorado 81631 Re: Lake Creek Affordable Housing Corporation $955,000 Multifamily Housing Project Subordinate Revenue Bonds, Series 1993B Reference is made to the corporate bylaws (the "Bylaws ") of the Lake Creek Affordable Housing Corporation (the "Corporation ") . You have asked us to render the opinion of counsel required by Article VI, Section 8 of the Bylaws in connection with the proposal by Corum Real Estate Group, Inc. ( "Corum ") to transfer $250,250 aggregate principal amount of the Corporation's Multifamily Housing Facilities Subordinate Revenue Bonds, Series 1993B (the "Bonds ") presently held by Corum to certain of Corum's officers and shareholders and to amend Article III, Section 1 of the Bylaws in order to maintain Corum's representation on the board of directors of the Corporation (the "Board of Directors ") after such transfer. We delivered an opinion as bond counsel dated July 27, 1993 upon the issuance of the Bonds on such date (the "Bond i Counsel Opinion ") as to matters relating to the legality of the m Bonds and the exemption of interest thereon from federal income tax under the Internal Revenue Code of 1986 (the "Code "). Article VI, Section 8 of the Bylaws provides that any amendment to the Bylaws which would change the number of members of the Board of Directors or the manner of appointment described in Article III, Section 1 of the Bylaws shall not be made without first receiving an opinion of counsel to the effect that such amendment will not adversely affect the Corporation's qualification under I.R.S. Revenue Ruling 63 -20 or any rule or regulation superseding such ruling. z The proposed amendment to Article III, Section 1 of the Bylaws would grant a membership on the Corporation's Board of Uh I I 5 Directors to Corum so long as Corum, its officers or shareholders hold subordinated debt such as the Bonds. In order to render the opinion set forth below, we have examined the Corporation's Articles of Incorporation and Bylaws, the Code, I.R.S. Revenue Ruling 63 -20, and such other documents as we deem necessary in order to render this opinion. Based upon and subject to the foregoing, we are of the opinion that the above- stated amendment to Article III, Section 1 of the Bylaws in and of itself, will not adversely affect the Corporation's qualification under I.R.S. Revenue Ruling 63 -20 or any rule or regulation superseding such ruling. We call your attention to the fact that we have not made a complete or independent investigation of facts and expectations established to our satisfaction as of the date of the Bond Counsel Opinion. Therefore, we cannot confirm such Opinion in any respect as of this date. We further call your attention to the fact that our responsibility is necessarily limited to those specific matters to which our attention is required for the purpose of rendering the opinion set forth above, and that we have not been engaged for the purpose of passing upon, and do not pass upon, any matters with respect to the legality of any action taken by any of the parties involved in the transfer of the Bonds. This letter is furnished solely for your information and benefit under the terms of the Bylaws and may not be relied upon by any other person without our express written permission. Very truly yours, Ya