Loading...
RES 2008-1184 - Consent to assignment ofco-general partnership interest in Milton Apartment LP of 44 Planning Department Al ��� r,�; ' ,e, n b< < Omaha/Douglas Civic Center «` n, CO. ;�;1,; c i3 1819 Farnam Street,Suite 1100 r...:Y [i F Omaha,Nebraska 68183 (402)444-5150 op yry (�''t T Tele fax(402)444-6140 a"�1,.I' F.t„ Steven N.Jensen,AICP,LA City of Omaha Director Mike Fahey,Mayor September 9, 2008 Honorable Ptesident and Members of the City Council Attached is a proposed Resolution authorizing the Mayor to execute the attached Consent to Assignment providing for the City's consent to the transfer of the Co-General Partner interest in Milton Apartments Limited Partnership (Owner Partnership), a Nebraska Limited Partnership, related to property located at 1954 Jones Street, from South Omaha Affordable Housing Corporation (Assignor), a Nebraska Nonprofit Corporation, 2401 Lake Street, Omaha, NE 68111, (formerly known as Holy Name Affordable Housing Corporation) to Family Housing Advisory Services, Inc., (Assignee), a Nebraska Nonprofit Corporation, 2401 Lake Street, Omaha,NE 68111. On August 1, 1995, by Resolution No. 1883, the City Council approved an Agreement between. the City of Omaha and Milton Apartments Limited Partnership to provide partial financing, in the amount of$160,000.00, for the rehabilitation of property located at 1954 Jones Street under the CDBG Downtown and Neighborhood Vacant Rehabilitation Program. SOAH is a Co- General Partner in the Owner Partnership. This project included the rehabilitation of the property into fifteen residential rental units affordable to households at or below 80% of the Median Family Income as determined by HUD. The terms of this Agreement provided the funding in the form of a repayable loan at one percent (1%) interest with amortization over 360 months beginning on January 1, 2011. The principal balance of the loan becomes due and payable upon the sale or transfer of the property. The Assignor has requested the City of Omaha's consent to the assignment of its Co-General Partnership interest to the Assignee. Family Housing Advisory Services, Inc., would join the other existing Co-General Partner, THI, Inc., a Nebraska Corporation, as Co-General Partner of the Owner Partnership. • The Board of Directors of South Omaha Affordable Housing Corporation has decided to dissolve the corporation. This action requires the disposal of corporate assets, including the Co-General Partnership interest in this project. The Assignee will continue to fulfill the terms of the agreement. Approval of the attached resolution will provide for the City's consent to the assignment. We urge your favorable consideration of this Resolution. Sincerely, Referred to City Council for Consideration: S Zci•a�5gillifSra" 'S''" Z I —a, Steven N. Jens n, AIC , LAP Date Mayor's Office/Title Date Planning Directo PLNLSF 1135-cover letter CONSENT TO ASSIGNMENT In regards to the CDBG Downtown. and Neighborhood Rehabilitation Program project located at 1954 Jones Street and pursuant to Sections 5.9 of the Agreement between the City of Omaha and Milton Apartments Limited Partnership, a Nebraska Limited Partnership, I approved on August 1, 1995, by Resolution No. 1883, the undersigned Mayor of the City of Omaha does hereby consent to the assignment of all rights and obligations as Co-General Partner regarding that Agreement from South Omaha Affordable Housing Corporation, a Nebraska Nonprofit Corporation, 2401 Lake Street, Omaha, NE 68111, to Family Housing Advisory Services, Inc., a Nebraska Nonprofit Corporation, 2401 Lake Street, Omaha,NE 68111. This Consent is contingent upon agreement by Family Housing Advisory Services, Inc., that it will defer management of the property to the Co-General Partner, THI, Inc., a Nebraska Corporation, 514 Walker Street, Woodbine, IA 51579. IN WIT SS EREOF, this Consent has been executed by the undersigned this //7c day of /4 , 20 0f . ATTEST: CITY OF OMAHA, a Municipal Corporation CITY CLERK OF THE CITY OF OMAHA MAYOR OF THE CI OF OMAHA ACKNOWLEDGMENT • STATE OF NEBRASKA ) ) § COUNTY OF DOUGLAS ) On this //tit- day of . 20 6 8', before me the undersigned, a Notary Public in and for said County, personally came i/' ki 4 a-A-1.(-1-, -t' ./ who executed the above document and acknowledged the execution thereof to be his voluntary act and deed as such officer and the voluntary act and deed of the City of Omaha, a Municipal Corporation. In testimony whereof,I have hereunto set may hand and affixed by Notary Seal at Omaha in Douglas County Nebraska on the day and date last above written. C t .•L Notary Public My commission expires: £l/6/// V AS TO FO GENERAL NOTARY-State of Nebraska CYNTHIA I.FORD *Comm.Exp.Aug.16,2011 01) Ar CITY ATTORNEY V t PLNLSF1135-consent to assignment t to the Assignee. Family Housing Advisory Services, Inc., would join the other existing Co-General Partner, THI, Inc., a Nebraska Corporation, as Co-General Partner of the Owner Partnership. • iiiii„ . . • . i 4iL -Since 1968-r FAMILY HOUSING Advisory Services, Inc. • August 11, 2008 MAIN OFFICE • 2401 Lake Street Omaha.Nebraska 681 I I Ms. Kit Diesing 402.934.7926/Fax 402.934.7928 HCD Planner SOUTH OFFICE Planning Department 3605 Q Street Omaha.Nebraska 68107 Omaha/Douglas Civic Center 402.546.10 I 3/Fax 402.734.8887 i1819 Farnam Street, Suite 1111 COUNCIL BLUFFS OFFICE Omaha,Nebraska 68183-0110 I South 4th Street Council Bluffs.Iowa 51503 712.322.4436/Fax 712.322.4443 , RE: Assignment of. South Omaha Affordable Housing Corporation's interest • in Milton Apartments project to Family Housing Advisory Services, Inc. OMAHA 100 2401 Lake Street Dear Ms. Diesing: Omaha,Nebraska 681 1 1 402.342.3773/Fax 402.342.3277 . I This is to provide the assurance you requested regarding the ongoing ' management of the Milton Apartments project. Should the anticipated • M L T It u 1 0 0 . assignment of the interest of South Omaha Affordable Housing Corporation, 10 South 111:Street Council Bluffs.Iowa 5!503 ' Inc. to Family Housing Advisory Services, Inc. be approved by the City, 1 1.2 ".303�;F4x-�_.���.-�-f'1 3 i Family Housing Advisory Services, Inc.will continue the practice of South �c Omaha Affordable Housing Corporation, Inc. to defer to its Co-General Partner for provision of ongoing management of the project. Please advise if . ' any further assurance or clarification is needed. Thank you. . • Sincerely, 1/bke j A)-(---\_.. 11+1 Teresa C. Hunter Executive Director • Family Housing Advisory Services, Inc. .,,,,i,i?T,OW 1.;nnee Stares Department Icusir r Inc t:'titan Qeve:oamen_ r'v::., ,cvi.,r ....)mrt ene .,ve D.,.- s 6.. . ?•leur;:;t.:r<,, .. .yen: United ei a -nr•rr,I.cinn-.l flinytable Housing-Opportunities for All g.16,2011 01) Ar CITY ATTORNEY V t PLNLSF1135-consent to assignment t to the Assignee. Family Housing Advisory Services, Inc., would join the other existing Co-General Partner, THI, Inc., a Nebraska Corporation, as Co-General Partner of the Owner Partnership. • C-25A CITY OF OMAHA LEGISLATIVE CHAMBER • Omaha, Nebr August 1 1995 RESOLVED BY THE CITY.COUNCIL OF THE CITY OF OMAHA: WHEREAS, the Housing and Community Development Act of 1974 Rules and Regulations, Section 570.200, authorizes financing rehabilitation of privately owned properties through the use of Community Development Block Grant Funds, in conjunction with and incidental to other Community Development activities,which are part of the City's Community Development Master Plan; and, WHEREAS, one of the primary purposes of revitalization projects is to arrest and protect designated areas from further deterioration through rehabilitation and preservation of dwelling units; and, WHEREAS, the Mayor recommended various projects in the 1995 Consolidated Submission for Community Planning and Development Programs (Consolidated Plan)including the Downtown and Neighborhood Vacant Rehabilitation Program: and, WHEREAS,the City Council approved the 1995 Consolidated Plan on December 6, 1994, by Resolution No. 3266; and, WHEREAS,Milton Apartments Limited Partnership,a Nebraska Limited Partnership, has submitted a preliminary application and has had the property inspected, a work write-up completed, and has solicited bids which indicate the total cost of the property located at 1954 Jones Street to be $925,100.00; and, WHEREAS, it is necessary for the City of Omaha to enter into an agreement with Milton Apartments Limited Partnership to provide partial financing to rehabilitate the building located at 1954 Jones Street; and, WHEREAS,funding for this project will be in the form of a$160,000.00 Repayable Loan; and$765,100.00 in the form of a bank loan, Owner's equity, and low-income tax credits; and, • By Councilmember Adopted City Clerk Approved Mayor sir r Inc t:'titan Qeve:oamen_ r'v::., ,cvi.,r ....)mrt ene .,ve D.,.- s 6.. . ?•leur;:;t.:r<,, .. .yen: United ei a -nr•rr,I.cinn-.l flinytable Housing-Opportunities for All g.16,2011 01) Ar CITY ATTORNEY V t PLNLSF1135-consent to assignment t to the Assignee. Family Housing Advisory Services, Inc., would join the other existing Co-General Partner, THI, Inc., a Nebraska Corporation, as Co-General Partner of the Owner Partnership. • I CITY OF OMAHA LEGISLATIVE CHAMBER ./ August 1 1995 Omaha, Nebr Page 2 WHEREAS, it is in the best interest of the citizens of the City of Omaha to enter into an agreement with Milton Apartments Limited Partnership to provide partial financing to rehabilitate the property located at 1954 Jones Street. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: THAT, the Mayor and City Clerk are authorized to execute the attached loan agreement with Milton Apartments Limited Partnership, a Nebraska Limited Partnership,THI,Inc., General Partner,Tammy Barrett,President,for a Repayable Loan in the amount of$160,000.00 to rehabilitate their property at 1954 Jones Street. Funds Downtown and Neighborhood be payable from Community Development Block Grant Fund No. 193, Rental Rehabilitation Vacant Program, Organization No. 8316. APPROVED AS TO FORM: __>Z17,a( • , ASSIST CIT TTO 1' F.\pL,N\0857.MAF kr;,eF,R"/ z J R 41-7---- By 1 4/ , ". . '. ',... 1.._(:-.1:'''''''''''''''''''''''''''''''''''''' Councilmember Adopted. U G.-.1..1995 n )1 .. <: -.7.1---- .,,,,X -` Cit Jerk Approved. Mayor , GO an agreement with Milton Apartments Limited Partnership to provide partial financing to rehabilitate the building located at 1954 Jones Street; and, WHEREAS,funding for this project will be in the form of a$160,000.00 Repayable Loan; and$765,100.00 in the form of a bank loan, Owner's equity, and low-income tax credits; and, • By Councilmember Adopted City Clerk Approved Mayor sir r Inc t:'titan Qeve:oamen_ r'v::., ,cvi.,r ....)mrt ene .,ve D.,.- s 6.. . ?•leur;:;t.:r<,, .. .yen: United ei a -nr•rr,I.cinn-.l flinytable Housing-Opportunities for All g.16,2011 01) Ar CITY ATTORNEY V t PLNLSF1135-consent to assignment t to the Assignee. Family Housing Advisory Services, Inc., would join the other existing Co-General Partner, THI, Inc., a Nebraska Corporation, as Co-General Partner of the Owner Partnership. • r- 00g0 '61 ;41 (DZA.) ri = 0 co CD a F, 6 = g Co 0 00 Po co F ,y 0 0 cn 0 NI ..-. 5- = - : = n •.-. , cl, ,--. G., ..i o CD c;c1 a 8 " •-• u, LA) I. = /) i:•1. R. vt3,< Roct, " 0 , 04 (1) • za...< p....1 p) .--. r, ,< (\......"\\. c_cD cr, q• -N' . ...,,. •c--, (Pa = 0 a , 0 a t-, .,_ 0 , % c.0 0 ' t.,..) r•-t CD ri) ^4" i—.3 CI) , — Fo- sw 5 0'•.< - 4 til Pr 27. • , - • . • • BYLAWS OF FAMILY HOUSING ADVISORY SERVICES, INC. ARTICLE I Board of Directors Section 1. Powers. • The business of and affairs of Family Housing Advisory Services, Inc., ("the corporation") shall be conducted by its Board of Directors. Section 2. Number. The number of Directors shall be not less than nine (9) nor more than twenty-six (26); provided, however, if the number of Directors should fall below nine (9), the remaining number heall hasts. v t e5) of power to elect additional persons to the Board of Directors so that the minimum the Directors shall be nominated by the Omaha 100 Board as representatives of lenders who are participating lenders in Omaha 100. Section 3. Selection; Term. Regular elections of the Board of Directors shall be at the annual meeting. Directors shall be elected to serve a three- year term or until their successors have been elected. Directors elected in the interim between annual meetings shall be elected for a term to extend from the date of election until the next annual meeting and shall thereafter be eligible to be elected to serve a three-year term or until their successors have been elected. Directors shall be persons broadly representative of the community served by the Corporation and shall be persons with leadership or administrative abilities or both,who are committed to the goal of furthering the Corporation's charitable purpose. Commencing with terms which will expire in 2010, no board member, shall be eligible to be elected if the person has already served two or more consecutive three year terms;provided,however, after a one year absence from the Board of Directors, a person shall be eligible to again be elected to serve on the Board of Directors; and provided further,however, a person who is otherwise ineligible to be elected by reason of having already served two or more consecutive three year terms may be declared eligible to be elected to a special additional term(not to exceed one year) upon a determination stion bytheboard of dicectors d of directors. at Sectionis a good cause to do so, and the board of directors may so electperson Section 4. Absence From Meeting. A Director who shall fail, during any period between the Board ay be Corporation's annual from to attend one-half or more of the regularly scheduled meetings rd membership as of the end of such year or sooner if it would no longer be possible for such Director to meet this requirement during the remainder of such period. la tick by the Board of Directorsirector so removed shall be �uponle oa r reinstatement for the remainder of the term beingupon showing of good cause by the Director. Section 5. Removal; Resignation. In addition to automatic removal de forsuc�lcle oseS remove any Dction 4, The Bectoroard oandlrectors may, at may accept the any regular meeting or special meeting calledpurpose, resignation of any Director; upon a vote of a majority of the entire Board of Directors. • Section 6. Compensation to Directors. No fee, salary, or other compensation shall be paid to any Director, but the expenses of a Director in performing the business of the Corporation may be reimbursed upon authorization by the Board. Section 7. Composition of Members. Members appointed through a designated selection process include: Five members will be appointed by the Omaha 100 Board of Directors as representatives of the lenders participating in Omaha 100, subject to approval by the corporation Board of Directors; and one member will be the current Friends of FHAS committee president. ARTICLE II Meetings of the Board of Directors Section 1.Meetings. A regular annual meeting of the Board of Directors shall be held in January of each year. The Board may provide for the holding of additional regular meetings. Special meetings may be called by the President of the Board whenever, in his or her judgment, the interests of the Corporation require the same; and shall be called when requested in writing by two (2) or more Directors. Section 2.Notice. Notice of the scheduling of regular meetings shall be given at least two days prior to such meeting and notice of the scheduling of any special meeting shall be given at least two days prior to such meeting and shall state the business to be transacted at the special meeting. The notice shall be in writing and set forth the time, date,place, and agenda of the meeting; however,in event of an emergency, such notice may be oral. Such notice may be by mail, telegraph,personal delivery, facsimile or through electronic e- mail. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, properly addressed as appears on the records of the Corporation, with postage prepaid. Any director may waive notice of a meeting. The attendance of a Director at a meeting shall constitute waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Any business may be transacted at any regular meeting, of which notice has been given, and at any meeting at which all Directors are present, whether or not notice or waiver thereof has been given. No business other than stated in the notice may be transacted at a special meeting. Section 3. Voting; Quorum. A majority, defined as greater than one-third of the number of directors in office, shall constitute a quorum for the transaction of business. Each Director present shall be entitled to one (1) vote. Voting by proxy shall not be permitted. Section 4. Manner of Acting. Except as otherwise required by law or by the Articles of Incorporation or Bylaws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. ing or special meeting calledpurpose, resignation of any Director; upon a vote of a majority of the entire Board of Directors. • • Section 5. Dispensing with Meetings. Whenever the vote of the Board of Directors at a meeting thereof is required to be taken in connection with any corporate action, the meeting of Directors may be dispensed with and the corporate • action may be carried forward if each Director consents in writing to a written vote on the action.without a meeting of Directors, and if a majority of the entire Board files with the Secretary written consent to the corporate action being taken. • ARTICLE III Officers of the Corporation Section 1. Officers. The officers of the Corporation shall consist of a President, a Vice President, a Secretary, a Treasurer, and the Immediate Past President (if still a Board member), and such other subordinate officers as may be appointed by the Board of Directors. The duties,powers, and authorities of officers and subordinate officers shall be provided in the Bylaws, or by resolution of the Board of Directors. The President,Vice President, Secretary, and Treasurer shall be elected from among the Board of Directors at the annual meeting of the Board of Directors for a period of one (1) year or until their successors have been elected and have assumed their duties. Section 2. President of the Board. • The President of the Board shall interest himself or herself in all affairs of the Corporation; he or she shall preside at all meetings of the Board of Directors. He or she shall appoint all committees and designate all committee chairmen, unless the composition of any committee is specifically provided for in the Articles or these Bylaws, and shall be an ex-officio voting member of all committees. He or she shall do and perform such other duties and responsibilities as are usually incident to the office or as may from time to time be assigned to him or her by the Board of Directors or as may be provided in these Bylaws Section 3. Vice President of the Board. The Vice President of the Board shall act as President of the Board in the absence of the President of the Board and, when so acting, shall have all the power and authority of the President of the Board. The Vice President of the Board shall have such other duties and responsibilities as are usually incident to the office or as from time to time may be assigned to him or her by the Board of Directors or the President of the Board, or as may be provided in these Bylaws: Section 4. Secretary. It shall be the duty of the Secretary to keep an accurate record of accounts and proceedings of all Directors meetings; give all notices required by law,by the Board of Directors, by the Articles of incorporation, or by these Bylaws; and assist in keeping the records of the Corporation and its correspondence. The Secretary shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to him or her by these Bylaws, the Board of Directors, or the President of the Board. The Board of Directors or the President of the Board may delegate all or part of the authority and duties of the Secretary to subordinate officers. • Section 5. Treasurer. The Treasurer shall be responsible for the safekeeping of the Corporation's funds; the full and accurate accounts of all receipts and disbursements of the Corporation, and inventory of assets, and a record of the liabilities of the Corporation; the deposit of all money and other securities in such depositories as may be designated by the Board of Directors; the disbursement of funds of the Corporation as ordered by the President of the Board of Directors, taking proper vouchers for disbursements; and the preparation of all statements and reports required by law,by the President of the Board, or by the Board of Directors. The Treasurer shall have such other duties and responsibilities and may exercise such other powers as are usually incident to the office or as from time to time may be assigned to him or her by these Bylaws, the Board of Directors, or the President of the Board. The Board of Directors or the President of the Board may delegate all or part of the authority and duties of the Treasurer to subordinate officers. Section 6. Immediate Past President. The office of Immediate Past President shall be held by the person who held office of President in the previous year, if during the subsequent year such person remains a member of the Board of Directors; otherwise such office shall be unfilled. The Immediate Past President shall have duties and responsibilities as from time to time may be assigned to him or her by the Board of Directors or the President of the Board, or as may be provided in the Bylaws. Section 7. Removal; Resignation. The Board of Directors, by majority vote of the entire Board of Directors at any meeting, may remove from office any officer or subordinate officer of the Corporation, and any meeting may accept the resignation of any officer of the Corporation. The Board of Directors may delegate to any officer the authority to remove or accept the resignation of any subordinate officer. Section 8. Vacancies. Any vacancies occurring in the offices of President of the Board, Vice President of the Board, Secretary, or Treasurer by death,resignation, removal, or otherwise may be filled for unexpired portion of the term of the Board of Directors at a special meeting called for such purpose,but such vacancies need not be filled until the first annual meeting of the Board of Directors if the Board of Directors does not deem it advisable to fill the vacancy prior to that meeting. ARTICLE IV Committees of the Board of Directors Section 1. Committees. Committees of the Board of Directors shall be standing or special. The Board of Directors or the President of the Board of Directors may refer to the proper committee any matter affecting the Corporation or any operations needing study,recommendation, or action. The Corporation may carry out its responsibilities of review and approval through assignment of such responsibility to committees or officers as it directs. Section 2. Committee Requirements, Generally. or the President of the Board may delegate all or part of the authority and duties of the Secretary to subordinate officers. • Each standing and special committee created pursuant to these Bylaws shall be subject to the following requirements: a. Each Committee member shall have one vote,but there shall be no voting by proxy. All committee business may be transacted by a majority vote of members in attendance, a quorum being present, unless otherwise provided for. b. The procedures at Article II-Section 2 shall apply in providing notice of Committee meetings. c. Unless otherwise specifically provided under these Bylaws, each Committee shall meet upon call by the Chairman of the Committee meeting. The meeting will be held at the offices of the Corporation at the time and date fixed unless changed by the President of the Board or by the Committee Chairman. d. Each committee shall maintain minutes of meetings and proceedings. e. All Committee members shall serve for a period until the next annual meeting of the Board of Directors or such other term as is established by the Board of Directors. f. The Board of Directors may delegate to any standing or special committees or any executive officer, the power to take action in specific instances, except to the extent that the same is reserved to the Board. g. Except as otherwise provided, a majority of voting members of any standing or special committee shall constitute a quorum for the transaction of business. h. Except as otherwise provided, committee members need not be members of the Board of Directors. i. The President of the Board shall appoint the members of each committee, and a chairman and vice chairman of each committee. • Section 3. Standing Committees. There shall be five standing committees of the Board. They shall be: a. Finance. Budget and Auditing. The Finance, Budget and Auditing committee shall consist of the Treasurer, as Chair, and at least two other members of the Board of Directors. It shall be responsible for review of the Corporation's annual review of the Corporation's annual audit, review of the Corporation's financial performance and comparisons to budget, review and supervision of facility needs, and review and supervision pisu h otherodutia es as may be assing related gned by the it and regulatory compliance matters. It shall also perform Board of Directors, the President of the Board, or as may be provided in these Bylaws. b. Community Relations. The Community Relations Committee shall consist of the Vice President, as Chair, and at least three members of the Board of Directors. It shall be responsible for public relations, agency marketing and visibility, fund raising, and shall have general oversight concerning agency program development. It shall also perform such other duties as may be ,recommendation, or action. The Corporation may carry out its responsibilities of review and approval through assignment of such responsibility to committees or officers as it directs. Section 2. Committee Requirements, Generally. or the President of the Board may delegate all or part of the authority and duties of the Secretary to subordinate officers. assigned by the Board of Directors, the President of the Board, or as may be assigned in these Bylaws. c. Executive Committee. There shall be an Executive Committee of the Board, which shall have all powers to act on behalf of the Corporation in between meetings of the Board of Directors and such . other powers in matters which are from.time to time delegated to it by the Board of Directors, subject to limitations set by the Board of Directors and by applicable law. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, Immediate Past President, two at-large members of the Board, and representative from the Omaha 100 Board. It shall be responsible for an annual performance evaluation of the Executive Director, the recruitment and nomination of new directors,the nomination of officers, and such other duties as may be assigned by the Board of Directors, the President of the Board, or as may be provided in these Bylaws. d. Building Use and Maintenance Committee. The Building Use and Maintenance Committee shall be responsible for setting policy for the operations of the building and providing input regarding the use, grounds,maintenance, and fiscal responsibility of FHAS facilities. This Chair of this committee shall be a board member. e. Friends of FHAS. The Friends of FHAS committee will elect,with FHAS Board President approval, a President of the Committee. This Committee President will serve as one of the members of the FHAS board with all the rights and responsibilities of board membership. The Vice-President of the committee will serve on the FHAS Board as an ex-officio member. The purpose of"Friends" is to plan and coordinate major events, such as friend-and fundraising, team- building or planning, and to support the programs and goals of Family Housing Advisory Services, Inc., a Nebraska non-profit corporation and its affiliates. ARTICLE V Executive Director The Board of Directors shall have the power to appoint an Executive Director of the Corporation. Subject to the direction and supervision of the Board of Director shall be the chief executive officer of.the Corporation and shall have general charge of the business affairs and property of the Corporation. The Executive Director shall have such other duties and responsibilities and may exercise such other powers as may from time to time be assigned by the Board of Directors. The Executive Committee of the Board of Directors may authorize the payment of reasonable compensation for services rendered to or for the Corporation by the Executive Director. The Executive shall serve at the pleasure of the Board of Directors. ARTICLE VI Conflict of Interest Section 1. Conflict of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. Section 2. Prohibited Actions. No Director shall knowingly peinhit the Corporation to enter into a business transaction with him/her, or with a member of his/her family, employer, business associate or with any entity in which he/she is an officer, director, trustee, general manager or in which he/she holds an ownership interest, without previously informing all persons charged with approving the transaction of his/her position or interest and any and all significant facts in connection therewith. No Director shall actively participate in or vote in favor of, a decision by the Board or one of its committees to enter into a business transaction with the member, a family member, employer,business associate, or with any entity, in which the Director is an officer, director, trustee, general manager or holds an ownership interest and such fact of nonparticipation and non-voting by the Director shall be entered in the minutes of the meeting by the Board. ARTICLE VII Miscellaneous Section 1. Property of the Corporation. The title to all property of the Corporation,both real and personal, shall be vested in the Corporation. Section 2. Contributions. All contributions of any nature, unless designated for a specific purpose, shall be used for such purposes as the Board of Directors may direct; and in the absence of any direction by the Board, such may be used for the general purposes and in any manner for which the contributions are made. Contributions include bequests and devises under last wills of deceased persons. Section 3. Contracts. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance, and unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount. Section 4. Voting stock owned by the Corporation. Unless otherwise ordered by the Board of Directors and except as limited at Article V of the Bylaws, the President shall have power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. • These Bylaws may be amended in any respect,by a majority vote of the entire Board of Directors, at any regular or special meeting of the Board of Directors, provided that a copy of the proposed amendment has been mailed to each member of the Board of Directors at least ten (10) days prior to final action by the Board. Amendments to the proposed amendments may be entertained and acted upon at any such meeting. Duly adopted the 12th day of September. 1991; Amended the 16th day of May, 1996: Amended the 27th day of March. 1997: Amended the 23rd day of March. 2000: • Amended the 5th day of December, 2002: Amended the 30th day of January, 2003: Amended the 18th_day of May, 2006. Amended the 8th day of May, 2008 , — Fo- sw 5 0'•.< - 4 til Pr 27. • , - • . • • Family Housing Advisory Services,Inc. CORPORATE RESOLUTION • I, Cindy Nieves, do hereby certify that I am the duly elected Secretary of Family Housing Advisory Services, Inc. a Nebraska not-for-profit corporation (hereinafter referred to as "FHAS"), authorized to conduct business in the State of Nebraska, and that the following is a copy of the Resolution adopted at a meeting of the Board of Directors of said corporation,held May 6,2004. WHEREAS, the Bylaws of FHAS provide that the Board of Directors may authorize any officer or agent of FHAS to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and such authority may be general or combined to a specific instance; WHEREAS, it is the intention of the Board to make a general grant of authority to the Executive Director of the Corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; NOW, THEREFORE,BE IT RESOLVED that Teresa C.Hunter,as Executive Director/CEO,and any agent she may designate in writing,has the general approval of the Board of Directors to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation provided that any such • contract or instrument will not bind the corporation for a period longer than, twenty-four months. I do hereby further certify that since the adoption of this Resolution,it has been neither revoked nor amended; and,I do hereby further certify that on February 2,2006,Ernest White was elected.President of the FHAS Board of Directors,and that on February 2,2006, Cindy Nieves was elected Secretary, and that they have been Since that date and are now,respectively President and Secretary of FHAS. Witness my band and the seal of FHAS this f(1 th day of December 2006. Cindy Ni es, Secretary Family Housing Advisory Services,Inc. d the Corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount. Section 4. Voting stock owned by the Corporation. Unless otherwise ordered by the Board of Directors and except as limited at Article V of the Bylaws, the President shall have power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. Family Housing Advisory Services/SOAH 2008 Board of Directors Board Member Work Ernest White, President American National Bank W:451-5100 3147 Ames Avenue Omaha,NE 68111 Richard Schenck, Vice President Wells Fargo Bank, Nebraska W:536-2329 4650 South 24th Street Omaha, NE 68107 Pam Zbylut, Treasurer Security National Bank of Omaha W: 221-0102 1120 South 101 Street Omaha,NE 68124 Carl Christian, Secretary Army Corps of Engineers H:342-7225;W: 992-2242 106 S. 15th Street Omaha, NE 68102 Cindy Nieves Bank of the West W: 827-2543 13506 W. Maple Road Omaha, NE 68164 Ed Kentch First National Bank of Omaha W: 341-0500 1620 Dodge Street LM-11 Omaha,NE 68102 Carol Russell (Community Volunteer) HNV: 895-6589 6310 South 118th Plaza Omaha, NE 68137 John Bluvas Dahlman Neighborhood Assoc. W: 341-7193 824 Worthington Omaha,NE 68108 Dick Wade City of Council Bluffs W: 328-4620 209 Pearl Street Council Bluffs, IA 51503 • Scott P. Moore Baird Holm Law Firm W:636-8268 1500 Woodmen Tower Omaha, NE 68102 Fred Conley (Community Representative) Cell: 707-8915 3354 N.37th Street Omaha, NE 68111 Jackie White Union Pacific Railroad W:544-3793 1400 Douglas Street Omaha, NE 68179 Bennie Brightman Miami Heights Homeowners Association W: 995-2864 2612 N.32nd Street Omaha, NE 68111 • LastUpdate_032508 Reprinted061708_MDHM al of FHAS this f(1 th day of December 2006. Cindy Ni es, Secretary Family Housing Advisory Services,Inc. d the Corporation by any contract or engagement, or to pledge its credit, or render it liable peculiarly for any purpose or to any amount. Section 4. Voting stock owned by the Corporation. Unless otherwise ordered by the Board of Directors and except as limited at Article V of the Bylaws, the President shall have power and authority on behalf of the Corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. 4,//4111: 11 -Since 196 r FAMILY HOUSING July 7, 2008 Advisory Services, Inc. Ms. Kit Diesing • City of Omaha, Planning Department MAIN OFFICE 1819 Farnam St 2401 Lake Street Omaha.Nebraska 6811 I Suite 1 100 402.934.7926/Fax 402.934.7928 Omaha NE 68183-1100 SOUTH OFFICE 3605 Q Street RE: Milton Apartments Limited Partnership Omaha,Nebraska 68107 402.546.1013/Fax 402.734.8887 COUNCIL BLUFFS OFFICE Dear Ms. Diesing: • I0 South 4th Street Council Bluffs,Iowa 51503 7 12.322.4436/Fax 712.322.4443 ; This is to request the City of Omaha's approval of the Assignment of the interest of the South Omaha Affordable Housing Corporation, Inc. O M A H.A 10 0 (SOAH),to Family Housing Advisory Services, Inc., a Nebraska 2401 Lake Street corporation, in the Milton Apartments Limited Partnership, as provided Omaha.Nebraska 681 I 1 in the attached form of Assignment. The reason for this request is that 402.342.3773/Fax 402.342.3277 the Board of Directors of SOAH has decided to dissolve the corporation and we are therefore in the process of dissolution, which METRO 10 0 requires disposal of the corporation's assets. Family Housing Advisory 10 south 4tr.ST.reet Council Bluffs.Iowa 51503 Services, Inc. has consented to this assignment, when it is has been 7!2.256.3035/F ax 712.322.4443 approved by the relevant parties. I am also the Executive Director of Family Housing Advisory Services, Inc. and hereby formally approve of this assignment. I understand that this request will be reviewed by the City's Legal Department prior to any required City Council Action. Please advise me if any corrections or changes will be necessary following that review. • incerely, • Teresa C. Hunter Executive Director South Omaha Affordable Housing Corporation, Inc. cc. Tammy Barrett, THI, Inc. Enclosure • • Cernhen be the Unites)States Department I-t usirc,arm Urban DeveInnms".i HUG ,^Pr v,ne :,n^.orennns:ve oonse!:^; er.._a • Access via the Nebraska Relay:S,stem United Y"-, Way egrf,, fncreasn19 .41fort/alble Housing Opportunities for All corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. C-25A CITY OF OMAHA LEGISLATIVE CHAMBER • Omaha,Nebraska RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: WHEREAS, on August 1, 1995, an Agreement between the City of Omaha and Milton Apai tiuent Limited Partnership, a Nebraska Limited Partnership (hereinafter referred to as "Owner Partnership"), Co-General Partners being South Omaha Affordable Housing Corporation, a Nebraska Nonprofit Corporation (formerly known as Holy Name Affordable Housing Corporation), and THI, Inc., a Nebraska Corporation, was approved by the City Council, by Resolution No1883, and executed by the Mayor of the City of Omaha on August 4, 1995; and, WHEREAS, the Agreement provided for the partial financing, in the amount of $160,000.00, for the rehabilitation of fifteen (15) residential rental units located at 1954 Jones Street under the CDBG Downtown and Neighborhood Vacant Rehabilitation Program, such units being made affordable to households at or below 80%of the Median Family Income as determined by HUD; and, WHEREAS, the terms of the Agreement state that the Owner(Owner Partnership) may not assign its rights or obligations under this Agreement without the express prior written consent of the City; and, WHEREAS, South Omaha Affordable Housing Corporation, now intends to assign its Co- General Partnership interest in the project to Family Housing Advisory Services, Inc., a Nebraska Nonprofit Corporation; and, WHEREAS,THI, Inc.,will remain as a Co-General Partner; and, WHEREAS, it is in the best interests of the residents of the City of Omaha that the City consent to the assignment of Co-General Partnership interest to facilitate the dissolution of South Omaha Affordable Housing Corporation and the continued provision of affordable rental housing units. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: By Councilmember Adopted City Clerk Approved Mayor my Barrett, THI, Inc. Enclosure • • Cernhen be the Unites)States Department I-t usirc,arm Urban DeveInnms".i HUG ,^Pr v,ne :,n^.orennns:ve oonse!:^; er.._a • Access via the Nebraska Relay:S,stem United Y"-, Way egrf,, fncreasn19 .41fort/alble Housing Opportunities for All corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest. C-25A CITY OF OMAHA LEGISLATIVE CHAMBER • Omaha,Nebraska Page—2- • THAT, authorization for the Mayor to execute the attached Consent to Assignment related to the assignment of Co-General Partnership interest in Milton Apartment Limited Partnership, a Nebraska Limited Partnership, from South Omaha Affordable Housing Corporation, a Nebraska Nonprofit Corporation, to Family Housing Advisory Services, Inc., a Nebraska Nonprofit Corporation, regarding the CDBG Downtown and Neighborhood Rehabilitation Program project located at 1954 Jones Street,be and hereby is approved. APPROVED AS TO FORM: • YY\ CtA--0 , gP0/0 ?.CITY ATTORNEY D PLNLSF1135-RES By lausqz3,44 Councilmember Adopted P 9 2008 __ City Clerk 9A/o8 Approved' I 7 Mayor onao / \ k\ t / C • . ' / act 6 ° D 7 ® . _ \ 0 lg' c / 0 % 6 5 \ a a). \ / 0 0 u 2 - ? i . m ® a, m §. w o ƒ -P f ƒ/ E m D. n \ rn F , ^ ° 7' co / ƒ. � KbE . ~ O Cr Clct• 0 o \ 2 ( / - 9 ■ a 4 a a` n *1 t3 .0 6 . / 0 n I. E k ƒ // �. . 2 / �. * \ ] Da \ 7 $ n o o n 4 q § k 0 \ ° # 7 r � § § a / �. / n - 7 - k k » c z k \ n . /. 4z ƒ ? / & \ » 8 . m ¢ w ƒ U/ P / m ƒ co •i 7 k. 2. ' \ , _ - ©, � . ' 5 below 80%of the Median Family Income as determined by HUD; and, WHEREAS, the terms of the Agreement state that the Owner(Owner Partnership) may not assign its rights or obligations under this Agreement without the express prior written consent of the City; and, WHEREAS, South Omaha Affordable Housing Corporation, now intends to assign its Co- General Partnership interest in the project to Family Housing Advisory Services, Inc., a Nebraska Nonprofit Corporation; and, WHEREAS,THI, Inc.,will remain as a Co-General Partner; and, WHEREAS, it is in the best interests of the residents of the City of Omaha that the City consent to the assignment of Co-General Partnership interest to facilitate the dissolution of South Omaha Affordable Housing Corporation and the continued provision of affordable rental housing units. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF OMAHA: By Councilmember Adopted City Clerk Approved Mayor my Barrett, THI, Inc. Enclosure • • Cernhen be the Unites)States Department I-t usirc,arm Urban DeveInnms".i HUG ,^Pr v,ne :,n^.orennns:ve oonse!:^; er.._a • Access via the Nebraska Relay:S,stem United Y"-, Way egrf,, fncreasn19 .41fort/alble Housing Opportunities for All corporation in which this Corporation may hold stock, and at any such meeting may posses and exercise all of the rights and powers incident to the ownership of such stock which, as the owner thereof, this Corporation might have possessed and exercised if present. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure. ARTICLE VIII Amendments of Interest Defined. A conflict of interest is defined as the existence of circumstances where the actions of an individual as a Director of the Corporation may have an effect of financial benefit or detriment to the individual, a member of his or her family, a business associate, or a business in which he or she owns an interest.