Terrell Housing Finance Corporation

AGENDA Terrell Housing Finance Corporation 6:00 PM - Tuesday, March 3, 2026 City Council Chambers, 201 E. Nash Street, Terrell, TX Board Members Rick Carmona, President Donna Renee Anderson, Board Member Stephanie Holmes-Thomas, Board Member Phil Robison, Board Member Mayrani Velazquez, Board Member Mark Mills, Executive Director Denish Simon, Deputy Executive Director Dawn Steil, Secretary NOTICE IS HEREBY GIVEN that the Board of Directors of the Terrell Housing Finance Corporation will conduct a Special Meeting at 6:00 p.m. on Tuesday, March 3, 2026 at Terrell City Hall located at 201 East Nash Street. The meeting is open to the public. A quorum of the City Council may be present; however, no City Council action will be taken. Page 1. CALL TO ORDER 2. INVOCATION 3. PLEDGE TO AMERICAN FLAG AND TEXAS FLAG. 4. HEAR REMARKS FROM VISITORS. 5. ADOPTION OF MINUTES Page 1 of 30 5.1. Discuss and Consider Approval of the Minutes From the February 17, 3 - 4 2026 Meeting. Terrell Housing Finance Corporation - Feb 17 2026 - Minutes - Pdf 6. NEW BUSINESS 6.1. Discuss the Composition of the Terrell Housing Finance Corporation 5 - 30 Board of Directors. Agenda Item Report - AIR-26-029 - Pdf 7. ADJOURN. I, the undersigned authority, do hereby certify that the above NOTICE OF MEETING of the Terrell Housing Finance Corporation is a true and correct copy of said NOTICE, which has been posted on the front OUTDOOR BULLETIN BOARD CABINET FOR AGENDAS of the Terrell City Hall, Terrell, Texas, a place convenient and readily accessible to the General Public and on the website at cityofterrell.org, and which has been continuously posted for a period of three (3) business days prior to the date and time said meeting was convened. Posted Tuesday, February 24, 2026 –5:00 p.m. _______________________________________ Dawn Steil, City Secretary This facility is wheelchair accessible and accessible parking spaces are available. Requests for accommodations or interpretive services must be made 48 hours prior to this meeting. Please contact the City Secretary’s office at 972-551-6600 for further information. Braille is not available. The HFC Reserves the Right to Adjourn into Executive Session to Seek Legal Counsel on a Matter Which the Canon of Legal Ethics Demands to Preserve the Attorney-Client Privilege Pursuant to Section 551.071(2) of the Texas Government Code. Page 2 of 30 ITEM 5.1. Draft MINUTES Terrell Housing Finance Corporation Meeting 6:00 PM - Tuesday, February 17, 2026 City Council Chambers, 201 E. Nash Street, Terrell, TX The City of Terrell Park and Downtown Improvement Corporation conducted a PADIC Board Meeting on Tuesday, February 17, 2026 at 6:00 PM in the City Council Chambers, 201 E. Nash Street, Terrell, TX. MEMBERS Mayor Rick Carmona PRESENT: Deputy Mayor Pro Tem, District 2 Donna Renee Anderson District 4 Stephanie Holmes-Thomas Mayor Pro-Tem, District 5 Phil Robison District 3 Mayrani Velazquez Interim City Manager Mark Mills MEMBERS ABSENT: STAFF PRESENT: Director of Housing Denish Simon City Secretary Dawn Steil 1 CALL TO ORDER 2 INVOCATION Donna Renee Anderson gave the invocation. 3 PLEDGE TO AMERICAN FLAG AND TEXAS FLAG. 4 HEAR REMARKS FROM VISITORS. None. 5 ADOPTION OF MINUTES a) Discuss and Consider Approval of Minutes From the Terrell Housing Finance Corporation Board Meeting on January 13, 2026. 6 NEW BUSINESS a) Discuss presentation by JPI for a Proposed Development. Karsten Lowe representing JPI presented this item to Council for discussion. b) Discuss and Consider Approval of Memorandum of Understanding Between Terrell Housing Finance Corporation and Dominium Holdings, LLC. Terrell Housing Finance Corporation Meeting February 17, 2026 Page Page31ofof30 2 ITEM 5.1. Donna Renee Anderson moved to authorize the City Manager to execute a Draft Memorandum of Understanding Between Terrell Housing Finance Corporation and Dominium Holdings, LLC, with Stephanie Holmes-Thomas seconding the motion. Carried by the following votes: Ayes: Rick Carmona, Donna Renee Anderson, Stephanie Holmes-Thomas, and Mayrani Velazquez Nays: Phil Robison c) Discuss and Consider Approval of Capital Improvements Development Agreement Between Terrell Leased Housing Associates I, Limited Partnership and City of Terrell, Texas. Rick Carmona moved to postpone item 6.3 to the next regular meeting, with Phil Robison seconding the motion. Carried by the following votes: Ayes: Rick Carmona, Donna Renee Anderson, Stephanie Holmes-Thomas, Phil Robison, and Mayrani Velazquez 7 ADJOURN INTO EXECUTIVE SESSION IN ACCORDANCE WITH SECTION 551 OF THE TEXAS GOVERNMENT CODE TO DISCUSS THE FOLLOWING: a) Section 551.071 Consultation With Attorney. 8 RECONVENE INTO REGULAR SESSION AND CONSIDER ACTION, IF ANY, ITEMS DISCUSSED IN EXECUTIVE SESSION. No action taken. 9 ADJOURN. Tori Lucas, President Attest: Dawn Steil, City Secretary Terrell Housing Finance Corporation Meeting February 17, 2026 Page Page42ofof30 2 ITEM 6.1. Terrell Housing Finance Corporation AGENDA ITEM REPORT To: Agenda Item: Discuss the Composition of the Terrell Housing Finance Corporation Board of Directors. Meeting: Terrell Housing Finance Corporation - Mar 03 2026 Department: Administration Staff Contact: Mark Mills, Interim City Manager SUMMARY: At its August 14, 2025 Board meeting, the Terrell Housing Finance Corporation (THFC) adopted its bylaws. The Resolution adopting the bylaws stated that the individuals named in Article Eight of the bylaws were appointed as the initial directors. The Board currently consists of five (5) members appointed by the City Council. Staff is requesting that the Board to consider whether it wishes to amend the THFC bylaws to expand the membership of the Board to include representatives from one or more other Terrell entities or organizations. PROCUREMENT METHODOLOGY: N/A SOURCE AND AMOUNT OF FUNDING: N/A STAFF RECOMMENDED ACTION: Discussion only. ATTACHMENTS: TERRELL HFC 2025-01 Page 5 of 30 ITEM 6.1. RESOLUTION NO. HFC 2025-01 Resolution of the Board of Directors of the Terrell Housing Finance Corporation approving the Corporation’s bylaws; electing and/or appointing Board officers and other officers of the Corporation; approving a corporate seal, establishing a fiscal year, designating a depository bank and approving other provisions relating to matters incidental and related to the organization of the Corporation WHEREAS, the City Council (the “Council”) of the City of Terrell, Texas (the “City”) authorized and approved the creation of the Terrell Housing Finance Corporation (the “Corporation”) under Chapter 394, as amended, Texas Local Government Code (the “Act”), for the purpose of providing a means of financing the costs of residential ownership and development that will provide decent, safe and sanitary housing for persons of low and moderate income at prices or rentals they can afford, by any and all available means as authorized by or permitted under applicable law; and WHEREAS, the City Council approved Resolution 2234 on June 24, 2025, approving the Articles of Incorporation, a copy of which is attached hereto as Exhibit A, the “Articles”); and WHEREAS, the Corporation’s incorporators delivered to the Texas Secretary of State (the “Secretary of State”) the Articles, which the Secretary of State approved and, on the basis thereof, issued a Certificate of Filing, File Number 806160257, on August 6, 2025, evidencing the commencement of the Corporation’s existence and acknowledging that all conditions precedent required to be performed by its incorporators as having been performed; and WHEREAS, at the call of a majority of the of the incorporators, and after delivery of adequate notice in compliance with the Act, the Corporation’s board of directors (the “Board”) convened this meeting for the purposes of approving bylaws, electing its officers, and undertaking other matters necessary and incidental the Corporation’s organization; and NOW, THEREFORE, BE IT RESOLVED BY BOARD OF DIRECTORS OF TERRELL HOUSING FINANCE CORPORATION: SECTION 1. The initial Bylaws of the Corporation in substantially the form attached hereto as Exhibit B are hereby approved and adopted by the Corporation. SECTION 2. The individuals named in Article Eight of the Articles shall be deemed to have been appointed, and are hereby appointed, as the initial directors, constituting the initial Board (and which initial directors are hereafter identified), and by the Board’s approval of this Resolution, shall be deemed and determined to have taken all necessary action (including requisite oath of office) that may serve as a prerequisite to the hereafter-named individuals serving in such capacity: 299171461.2 Page 2 of 26 Page 6 of 30 ITEM 6.1. E. Rick Carmona Director Phil Robison Director Donna Renee Anderson Director Stephanie Holmes- Director Thomas Mayrani Velazquez Director SECTION 3. The Bylaws provide that the officers of the Corporation shall be a President, a Vice President, a Secretary and such other officers as the Board may from time to time elect or appoint. Accordingly, the Board hereby names the following individuals to serve in the indicated offices as the initial officers of the Corporation: E. Rick Carmona President Phil Robison Vice President Dawn Steil Secretary Mark Mills Executive Director Denish Simon Deputy Executive Director SECTION 4. The Board hereby designates that (i) the corporate seal for the Corporation be a round seal showing the Corporation’s name on the outside circumference with a star in the middle, (ii) the fiscal year of the Corporation would coincide with the City’s fiscal year being the twelve month period from October 1st through September 30th of each year, and (iii) the Corporation’s regular meeting place will be located at City Hall, currently at 201 E. Nash Street, Terrell, Texas 75160. SECTION 5. The Board hereby designates the City’s depository bank as the Corporation’s depository bank and staff is directed to negotiate a depository agreement with such bank on comparable terms as those in place with the City. The Board directs staff to contact such bank in order that a depository contract could be presented to the Board for consideration. In addition, the Board directs staff to make application and obtain a federal taxpayer identification number for the Corporation. SECTION 6. The Corporation is hereby designated as a duly constituted authority and instrumentality of the City (within the meaning of those terms in the regulations of the United Department of the Treasury and the rulings of the Internal Revenue Service prescribed and promulgated pursuant to sections 103, 142 and 144 of the Internal Revenue Code of 1986, as amended) and shall be authorized to act on behalf of the City from time to time for the public purposes identified in the first preamble hereof, but the Corporation is not intended to be and shall not be a political subdivision or a political corporation within the meaning of the Constitution and laws of the State of Texas, including without limitation Article III, Section 52 of the State Constitution, and no attributes of sovereignty, including the power to tax, the power of eminent domain, and police power, are delegated to the Corporation. SECTION 7. The City shall not lend its credit in aid of the Corporation. Furthermore, obligations issued by the Corporation shall be deemed not to constitute a debt of the State of Texas, the City, or of any other political corporation, subdivision or agency of the State or a pledge of the faith and credit of any of them, but such obligations shall be payable solely as provided in the Act. 299171461.2 2 Page 3 of 26 Page 7 of 30 ITEM 6.1. SECTION 8. Upon dissolution of the Corporation, all rights, title, and other interests in and to any real or personal property owned by the Corporation at such time shall be transferred to the City to be used exclusively by the City for the housing needs of individuals and families of low and moderate incomes. SECTION 9. All resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Resolution are hereby repealed to the extent of such conflict, and the provisions of this Resolution shall be and remain controlling as to the matters resolved herein. SECTION 10. This Resolution shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. All actions heretofore taken by any City official or agent or any officer, employee or agent of the Corporation with respect to any matter related to this Resolution or the receiving of applications for financing multifamily residential rental developments are hereby approved, confirmed and ratified. SECTION 11. If any provision of this Resolution or the application thereof to any person or circumstance shall be held to be invalid, the remainder of this Resolution and the application of such provision to other persons and circumstances shall nevertheless be valid, and the Board hereby declares that this Resolution would have been enacted without such invalid provision. SECTION 12. It is officially found, determined, and declared that the meeting at which this Resolution is adopted was, open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Resolution, was given, all as required by Chapter 551, as amended, Texas Government Code and in accordance with the Corporation’s Bylaws. SECTION 13. This Resolution shall become effective immediately upon passage by the Board. * * * 299171461.2 3 Page 4 of 26 Page 8 of 30 ITEM 6.1. PASSED AND APPROVED this 14th day of August, 2025. TERELL HOUSING FINANCE CORPORATION President, Board of Directors ATTEST: Secretary, Board of Directors [Signature page to the Organizational Resolution] S-1 Page 5 of 26 Page 9 of 30 ITEM 6.1. EXHIBIT A Articles of Incorporation 299171461.2 A-1 Page 6 of 26 Page 10 of 30 ITEM 6.1. Page 7 of 26 Page 11 of 30 ITEM 6.1. Page 8 of 26 Page 12 of 30 ITEM 6.1. Page 9 of 26 Page 13 of 30 ITEM 6.1. Page 10 of 26 Page 14 of 30 ITEM 6.1. Page 11 of 26 Page 15 of 30 ITEM 6.1. Page 12 of 26 Page 16 of 30 ITEM 6.1. EXHIBIT B Bylaws 299171461.2 B-1 Page 13 of 26 Page 17 of 30 ITEM 6.1. BYLAWS OF TERRELL HOUSING FINANCE CORPORATION A Public Non-Profit Corporation Adopted: August 14, 2025 299199252.2/1001354558 Page 14 of 26 Page 18 of 30 ITEM 6.1. Table of Contents Page ARTICLE ONE POWERS AND PURPOSES ................................................................ 1 Section 1.01: Purpose. .............................................................................................. 1 Section 1.02: Powers. ................................................................................................ 1 ARTICLE TWO BOARD OF DIRECTORS .................................................................... 2 Section 2.01: Powers, Composition and Term of Office. ........................................... 2 Section 2.02: Vacancies. ........................................................................................... 2 Section 2.03: Meeting of Directors. ............................................................................ 2 Section 2.04: Annual Meeting. ................................................................................... 3 Section 2.05: Regular Meetings. ................................................................................ 3 Section 2.06: Special Meetings. ................................................................................ 3 Section 2.07: Quorum. ............................................................................................... 3 Section 2.08: Conduct of Business. ........................................................................... 3 Section 2.09: Executive Committee. .......................................................................... 3 Section 2.10: Other Committees. ............................................................................... 4 Section 2.11: Compensation of Directors. ................................................................. 4 Section 2.12: Resignations. ....................................................................................... 4 ARTICLE THREE OFFICERS ....................................................................................... 4 Section 3.01: Selection. Titles and Term of Office. .................................................... 4 Section 3.02: Powers and Duties of the President. .................................................... 4 Section 3.03: Powers and Duties of the Vice President. ............................................ 5 Section 3.04: Powers and Duties of the Secretary..................................................... 5 Section 3.05: Powers and Duties of the Treasurer. ................................................... 5 Section 3.06: Executive Director; Deputy Executive Director. ................................... 5 Section 3.07: Resignation. ......................................................................................... 5 ARTICLE FOUR PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS ........................................................................................... 6 Section 4.01: Effective Date. ..................................................................................... 6 Section 4.02: Amendments to Articles of Incorporation. ............................................ 6 Section 4.03: Amendments to Bylaws. ...................................................................... 6 Section 4.04: Interpretation of Bylaws. ...................................................................... 6 ARTICLE FIVE FISCAL PROVISIONS ......................................................................... 7 Section 5.01: Non-profit Corporation — Disposition of Earnings. .............................. 7 Section 5.02: Fiscal Year. .......................................................................................... 7 Section 5.03: Reports of Financial Statements. ......................................................... 7 299199252.2/1001354558 i Page 15 of 26 Page 19 of 30 ITEM 6.1. Section 5.04: Budget. ................................................................................................ 7 Section 5.05: Dissolution of Corporation — Distribution of Funds and Properties. .... 7 ARTICLE SIX GENERAL PROVISIONS ....................................................................... 7 Section 6.01: Principal Office. .................................................................................... 7 Section 6.02: Seal...................................................................................................... 8 Section 6.03: Notice and Waiver................................................................................ 8 Section 6.04: Services of City Staff............................................................................ 8 Section 6.05: Books and Records.............................................................................. 8 299199252.2/1001354558 ii Page 16 of 26 Page 20 of 30 ITEM 6.1. BYLAWS OF TERRELL HOUSING FINANCE CORPORATION A Public Non-Profit Corporation ARTICLE ONE POWERS AND PURPOSES SECTION 1.01: Purpose. The Terrell Housing Finance Corporation (the “Corporation”) is duly incorporated under and pursuant to the Texas Housing Finance Corporations Act, Tex. Loc. Gov’t Code Chapter 394 (as amended, the “Act”), for the purpose of benefiting and accomplishing public purposes of and on behalf of the City of Terrell, Texas (the “City”), by financing the cost of residential ownership and development that will provide decent, safe, sanitary and affordable housing for residents of the City. In the Act, the Legislature of the State of Texas has been determined and declared that residential ownership and development will (a) promote the public health, safety, morals, and welfare; (b) relieve conditions of unemployment and encourages the increase of industry, commercial activity, and other economic development to reduce the adverse effects of unemployment; (c) provide for efficient and well-planned urban growth and development including the elimination and prevention of potential urban blight and the proper coordination of industrial facilities with public services, mass transportation and residential development; (d) assist persons of low and moderate income in acquiring and owning decent, safe, sanitary and affordable housing; and (e) preserve and increase ad valorem tax bases of local governments. SECTION 1.02: Powers. The Corporation shall have all such powers as are conferred by the Articles of Incorporation and the Act, and may exercise any powers incidental to, or necessary for, the performance of the powers therein prescribed and any such other powers that are necessary or appropriate to carry out the purposes of the Corporation except those additional powers that conflict with any resolutions, policies or ordinances of the City of Terrell or its governing body, this limitation shall not be read to conflict with the powers set forth by state law. In furtherance of its purposes, the Corporation may: (1) Make contracts and other instruments as necessary or convenient to the exercise of powers; (2) Incur liabilities; (3) Borrow money at rates determined by the Corporation; (4) Issue notes, bonds, and other obligations; (5) Secure any of its obligations by the mortgage or pledge of all or part of the Corporation’s property, franchises, and income; (6) Plan, research, study, develop and promote the establishment of residential development; 299199252.2/1001354558 1 Page 17 of 26 Page 21 of 30 ITEM 6.1. (7) Make donations for the public welfare or for charitable, scientific or educational purposes; (8) Enter into contracts to perform services for any other housing finance corporation or any individual or entity acting on behalf of any other housing finance corporation or, with respect to residential development, any housing authority, nonprofit enterprise, or similar entity; (9) Apply for and accept, on its own behalf or on behalf of another person, advances, loans, grants, contributions, donations, guarantees, rent supplements, mortgage assistance, and other forms of financial assistance from the federal government, the state, a county, a municipality, or any other public or quasi-public body, corporation, or foundation, or from any other public or private source; (10) Acquire raw land or multiple lots within subdivisions or lots on noncontiguous parcels of land scattered throughout the City of Terrell, Texas, and build new single-family or multi-family homes, or purchase and repair existing single-family or multi-family homes; and (11) When feasible, use long-term land use restrictions and long-term ground leases among other available real estate and land use tools and legal concepts to provide and preserve affordable rental and ownership housing and to create homeownership opportunities for low and moderate-income families who might otherwise not be able to own a home. The list of powers enumerated in this provision is only illustrative and in no way limits or restricts any other powers prescribed by the Act or Articles of Incorporation. ARTICLE TWO BOARD OF DIRECTORS SECTION 2.01: Powers, Composition and Term of Office. The affairs, activities, business, programs and property of the Corporation shall be managed and controlled by its Board of Directors (the “Board”). Subject to the restrictions imposed by law, including the Act, the City, the Articles of Incorporation, and these Bylaws, the Board shall exercise all powers of the Corporation and do all lawful acts. Each director shall hold office for the term for which the director is elected or appointed and until the director's successor is elected or appointed and has qualified. SECTION 2.02: Vacancies. Any vacancy occurring on the Board through death, resignation, increase in the number of directors, or otherwise, shall be filled by appointment by the City Council of the City (the “City Council”) and the appointed successor director shall hold office until the expiration of the term for which the vacating director had been appointed. SECTION 2.03: Meeting of Directors. All meetings of the Board shall be held within the State of Texas and shall be conducted in accordance with the Texas Open Meetings Act. Meetings shall be posted and open to the public as required by Chapter 551 of the Texas Government Code, except for such matters that may be discussed in 299199252.2/1001354558 2 Page 18 of 26 Page 22 of 30 ITEM 6.1. closed session in accordance with applicable law. The Board may hold meetings in any manner permitted by law, including by telephone conference call, videoconference call, or any other manner allowed under Chapter 551 of the Texas Government Code. SECTION 2.04: Annual Meeting. The annual meeting of the Board shall be held at the principal office of the Corporation in June of each year (or such other date or location as determined by the Board). All other meetings of the Board may be held at a place selected by the Board within the boundaries of the City of Terrell. SECTION 2.05: Regular Meetings. Regular meetings shall be held at such time and place as shall be designated, from time to time, by the Board and pursuant to the notice requirements set forth under applicable law. The Board shall meet, not less than annually, at such time and place as shall be fixed in the notice of such meeting. At any meeting at which there is a quorum (that is, at least a majority of the directors at the time being in office) present, any matter pertaining to the purpose of the Corporation may be considered and acted upon. SECTION 2.06: Special Meetings. Special meetings of the Board may be held whenever called by the President, the Executive Director, a majority of the directors at the time being in office, or by the City Council, and pursuant to the notice requirements set forth under applicable law. Unless otherwise indicated in the notice of the special meeting, any and all matters pertaining to the purposes of the Corporation may be considered and voted upon at a special meeting. SECTION 2.07: Quorum. A quorum shall exist when a majority of the directors at the time being in office are present at a meeting of the Board. At all regular and special meetings of the Board, a quorum shall be necessary for the consideration of matters pertaining to the Corporation and for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws. If there be less than a quorum present at any meeting of the Board, the Board shall not be empowered to act, and the President or presiding officer may adjourn the meeting and reschedule it for the next regularly scheduled meeting or for another time (with posted public notice in accordance with applicable law). SECTION 2.08: Conduct of Business. At the meetings of the Board, matters pertaining to the purposes of the Corporation shall be considered in such order as from time to time the Board may determine. At all meetings of the Board, the President shall preside, and in the absence of the president, the Vice President shall exercise the powers of the President. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, but in the absence of the Secretary, the presiding officer may appoint any person to act as Secretary of the meeting. SECTION 2.09: Executive Committee. The Board may designate three (3) directors to constitute an executive committee, which committee shall have and may exercise all of the authority of the Board in the management of the Corporation, except where action of the Board is specified by law. The executive committee so designated 299199252.2/1001354558 3 Page 19 of 26 Page 23 of 30 ITEM 6.1. shall keep regular minutes of the transactions of its meetings. All committee minutes shall be handled in the same manner as Board minutes and voted and approved by the Board. SECTION 2.10: Other Committees. The Board may establish one or more committees, each committee to consist of no more than three (3) of the directors of the Corporation. Such committee or committees shall have such name or names, and such powers, as may be determined from time to time by the Board. SECTION 2.11: Compensation of Directors. Directors shall not receive any salary or compensation for their services, except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. SECTION 2.12: Resignations. A director may resign at any time by giving written notice, including by electronic transmission, to the City. The resignation will take effect as of the date of receipt of notice, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event; provided, however, the City, acting through the Mayor or City Council may act to accept such resignation as of a specified date, after its receipt, even if the notice specifies a later date. If the resignation is to take effect on a later date or on the occurrence of a future event, the resignation will take effect on that later date or the occurrence of that event unless otherwise specified by the City. The resignation is irrevocable when it takes effect. The resignation is revocable before it takes effect, unless the notice of resignation states that it is irrevocable. Unless specified in the notice of resignation, the acceptance of the resignation will not be necessary to make it effective. ARTICLE THREE OFFICERS SECTION 3.01: Selection. Titles and Term of Office. The officers of the Corporation shall be a President, a Vice President and a Secretary and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the President shall not hold the office of Secretary. The office of Secretary and the office of Treasurer need not be held by a director. The officers of the Corporation shall be chosen at the first Board meeting held after June 1st of each year and shall hold office until the officer’s successor has been appointed unless such officer has resigned or been removed in accordance with these Bylaws. SECTION 3.02: Powers and Duties of the President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the Board. The President shall have general supervision of the management of the properties and affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The President shall be ex-officio a member of all standing committees. In furtherance of the purposes of the Corporation, the President may sign and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation, subject to any restrictions imposed on such authority by applicable law or an express delegation by the Board of such authority to some other officer or agent of the Corporation. 299199252.2/1001354558 4 Page 20 of 26 Page 24 of 30 ITEM 6.1. SECTION 3.03: Powers and Duties of the Vice President. The Vice President shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the President during his or her absence or inability to act. Any action taken by the Vice President in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. SECTION 3.04: Powers and Duties of the Secretary. The City Secretary of the City shall act as the secretary of the Corporation. The secretary may sign with the President upon the approval of the Board in the name of the Corporation, and/or attest to the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the papers as the Board may direct, all of which shall at all reasonable time be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. The Secretary shall keep in safe custody the seal of the Corporation and, when authorized by the Board, affix the same to any instrument requiring it, which, when so affixed, shall be attested by his or her signature. When the corporate seal is required on instruments executed in the course of ordinary business, the secretary shall attest to the signature of the president or vice president and shall affix the seal thereto. SECTION 3.05: Powers and Duties of the Treasurer. To the extent the Board designates that the Corporation shall have a Treasurer, the Director of Finance of the City shall act as Treasurer of the Corporation. To the extent not otherwise provided by the Board, by rules or regulations, in resolutions relating to the issuance of bonds, or in any financing documents relating to such issuance, the Treasurer shall have the responsibility for the disbursement, custody and security of all funds and securities of the Corporation in accordance with these Bylaws and statutes governing the Corporation formed under the Act. The Treasurer shall maintain the Corporation’s financial reports. In the absence of a designated Treasurer, the Executive Director shall fulfill the duties of Treasurer. SECTION 3.06: Executive Director; Deputy Executive Director. The Board may designate an Executive Director to perform such duties as the Board may prescribe. The Executive Director shall serve at the will and pleasure of the Board and he or she shall be experienced and qualified for and developing an effective affordable housing program. No director of the Corporation shall be eligible for this office unless he or she resigns from the Board. When the office of Executive Director becomes vacant, the Board shall appoint a successor. The Board may also designate a Deputy Executive Director to perform such duties as the Board or Executive Director may prescribe. SECTION 3.07: Resignation. An officer may resign at any time by giving written notice, including by electronic transmission, to the President and Secretary. The resignation will take effect as of the date of receipt of notice, unless the notice prescribes a later effective date or states that the resignation will take effect on the occurrence of a future event; provided, however, the Corporation, acting through the President or the Board may act to accept such resignation as of a specified date, after its receipt, even if the notice specifies a later date. If the resignation is to take effect on a later date or on 299199252.2/1001354558 5 Page 21 of 26 Page 25 of 30 ITEM 6.1. the occurrence of a future event, the resignation will take effect on that later date or the occurrence of that event unless otherwise specified by the Corporation. The resignation is irrevocable when it takes effect. The resignation is revocable before it takes effect, unless the notice of resignation states that it is irrevocable. Unless specified in the notice of resignation, the acceptance of the resignation will not be necessary to make it effective. ARTICLE FOUR PROVISIONS REGARDING ARTICLES OF INCORPORATION AND BYLAWS SECTION 4.01: Effective Date. These Bylaws shall become effective upon their adoption by the Board. SECTION 4.02: Amendments to Articles of Incorporation. The Articles of Incorporation may be amended at any time and from time to time so as to make any changes therein and to add any provisions thereto which might have been included in the Articles of Incorporation in the first instance pursuant to the provisions of the Act. Any such amendments shall be effected in any of the following manners: (i) the Board shall file with the City a written application requesting permission to amend the Articles of Incorporation, specifying in such application the amendment proposed to be made. The City shall consider such application and if it by appropriate resolution finds and determines that it is wise, expedient, necessary or advisable that the proposed amendment be made, authorize the same to be made and approve the form of the proposed amendment. The Board may then amend the Articles of Incorporation by adopting such amendment at a meeting of the Board and delivering the same to the Secretary of State of Texas; or (ii) the City may, at its sole discretion, and at any time, alter or change the structure, organization, programs or activities of the Corporation and may terminate the Corporation, subject to any limitation on the impairment of contracts entered into by the Corporation, by adopting an amendment to the Articles of Incorporation at a meeting of the City Council and delivering the same to the Secretary of State of Texas. SECTION 4.03: Amendments to Bylaws. These Bylaws may be altered, changed, or amended by majority vote of the Board at any meeting of the Board at which a quorum is present, provided notice of the proposed alteration, change, or amendment is contained in the notice of such meeting. SECTION 4.04: Interpretation of Bylaws. These Bylaws, including all amendments thereto, and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any word, phrase, clause, sentence, paragraph, section or other part of these Bylaws, or the application thereof to any person or circumstance, shall ever be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these Bylaws and the application of such word, phrase, clause, sentence, paragraph, section or other part of these Bylaws to any other person or circumstance shall not be affected thereby. 299199252.2/1001354558 6 Page 22 of 26 Page 26 of 30 ITEM 6.1. ARTICLE FIVE FISCAL PROVISIONS SECTION 5.01: Non-profit Corporation — Disposition of Earnings. The Corporation is a public non-profit corporation. No dividends shall ever be paid to, and no part of the net earnings of the Corporation shall be distributed to or inure to the benefit of, its directors, or officers, or other private person, association, or corporation, except in reasonable amount for services rendered, except that in the event the Board determines that sufficient provision has been made for the full payment of the expenses, debts, bonds and other obligations of the Corporation, then any net earnings of the Corporation thereafter accruing shall be paid to the City. The City shall use amounts received under this subsection only to provide for the housing needs of individuals and families of low and moderate incomes of the City. Nothing herein contained, however, shall prevent the Board from transferring all or any part of its properties in accordance with the terms of any contract or agreement entered into by the Corporation. SECTION 5.02: Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year for the City. SECTION 5.03: Reports of Financial Statements. The Executive Director or Deputy Executive Director shall present at the annual meeting of the Corporation a statement of finances or a written account of all monies received and paid out on behalf of the Corporation. SECTION 5.04: Budget. Each year, if requested by the City, the Corporation shall prepare and submit to the City for approval an annual operating budget. If requested by the City, the Corporation shall prepare and submit an annual report containing the annual operating and financial statements of the Corporation and any other appropriate information. All Corporation expenditures shall be approved by the Board, in accordance with the budget, and processed in accordance with the established procedures of the City. SECTION 5.05: Dissolution of Corporation — Distribution of Funds and Properties. Upon dissolution of the Corporation, title to all funds and properties or interest in any real or personal property owned by the Corporation at the time of such dissolution shall vest in the City and possession of such funds and properties or interest in properties shall forthwith be delivered to the City to be used exclusively by the City to provide for the housing needs of individuals and families of low and moderate incomes. ARTICLE SIX GENERAL PROVISIONS SECTION 6.01: Principal Office. The principal office of the Terrell Housing Finance Corporation shall be at 201 E. Nash Street, Terrell, Texas 75069. The Corporation shall have and continuously maintain in the State of Texas a registered office (which may be, but need not be, the same as the principal office) and registered agent in accordance with the provisions of Article 2.05 of the Texas Non-Profit Corporation Act. The Corporation may change its registered office and registered agent in accordance with the provisions of Article 2.06 of the Non-Profit Corporation Act. 299199252.2/1001354558 7 Page 23 of 26 Page 27 of 30 ITEM 6.1. Process may be served on the Corporation in accordance with the provisions of Article 2.07 of the Texas Non-Profit Corporation Act. SECTION 6.02: Seal. The seal of the Corporation shall be determined by the Board. The corporate seal shall be circular and shall have inscribed in the outer circle “Terrell Housing Finance Corporation” and shall have inscribed in the inner circle the letters “T-E-X-A-S” and a five-pointed star. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. The imprint of this seal thus authorized is affixed opposite to this section. SECTION 6.03: Notice and Waiver. Wherever under the provisions of these Bylaws or applicable law, notice is to be given to any director, notice may be given by written notice delivered personally, by mail, facsimile, or by electronic transmission at such address, facsimile number or electronic address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by facsimile or by electronic message, such notice is considered to be given when the facsimile or electronic message is transmitted to a facsimile number or an electronic message address provided by the person, or to which the person consents, for the purpose of receiving notice. Notice by electronic transmission is deemed given when the notice is (i) transmitted to a facsimile number provided by the director for the purpose of receiving notice; (ii) transmitted to an electronic mail address provided by the director for the purpose of receiving notice; or (iii) communicated to the director by any other form of electronic transmission consented to by the director. Except as otherwise provided by law, the Articles of Incorporation or the Bylaws, as amended, supplemented, and restated, neither the specific business to be transacted nor the purpose of any regular or special meeting need be specified in the notice or waiver of notice. Attendance for a director at a meeting shall constitute a 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 on the ground that the meeting is not lawfully called or convened. Whenever any notice is required to be given to any director, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before or after the time required for the notice, shall be deemed equivalent to the giving of such notice. SECTION 6.04: Services of City Staff. To the extent possible and subject to the approval of the City, the Corporation may utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be made through the City Manager of the City. To the extent required by the City and to the extent funds are available or will become available to the Corporation, the Corporation shall pay reasonable compensation to the City to cover the costs of such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. SECTION 6.05: Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board. All such books, records of account, and minutes shall be available for 299199252.2/1001354558 8 Page 24 of 26 Page 28 of 30 ITEM 6.1. inspection by any director, officer or duly authorized representative thereof, or by any duly authorized representative of the City, except when and to the extent such disclosure is prohibited by applicable law. [Remainder of Page Intentionally Left Blank] 299199252.2/1001354558 9 Page 25 of 26 Page 29 of 30 ITEM 6.1. Page 26 of 26 Page 30 of 30