Email:

Web: tworiverscs.org

Phone: 970.384.5200

MINUTES

Joint Special Meeting of the Board of

Two Rivers Community School (TRCS)

and

Two Rivers Building Corporation (Building Corporation)

September 30, 2016

Noon-1:30pm

Two Rivers Community School, Board Room

Joint TRCS and Building Corporation Meeting facilitated by Melody Massih and John Gorman

In attendance: Melody Massih, Rachel Connor, John Gorman, Darryl Yarrow, Paula Suarez, Diana Kaufman, Adriana Hire, Rebecca Ruland, Laura Henderson, Hester Parrot (bond counsel), Carleen Clark (TRCS Counsel), Allison Balis (Notary)

Call to order for TRCS – Melody

Call to Order for Building Corporation – John

1. Review of Bond Documents (Carleen Clark and Hester Parrot)

  • This isa 7 year bond and cannot be pre-paid in first 3 years. Can be refinanced after 3 years (12/1/2019) and work on refinancing before this date.
  • Trustee will provide monthly statements for school to pay.
  • Facility Lease. Bonds are issued and are tax exempt because TRCS is tax exempt. We can’t use facility to make a profit.

Not allowed to rent to un-related business, such as Starbucks.

Not allowed to lease to churches. Has to be non-sectarian use.

Allowed to license or lease after school programs

Allowed Inter-governmental usage

Allowed if organization is a nonprofit 501C3

Certain safe harbor exceptions may include some for profit events, with a 50 day limitation, but we must check with Hester.

Rules change all the time, TRCS must call Hester (for free) and ask on an individual basis

  • Section 8.20 Conflict of Interest. This is an anti-nepotism clause regarding board members, employees, and their families. This applies to employment andfinancial contract, not volunteerism. However, there is a loop hole. Bond holder representative can authorize approval.
  • Section 10.4 Change in Entity Structure (both Building Corp & TRCS)

If we want to amend bylaws, articles or amendments, we need to submit them for approval.

  • Base cash on hand - 50 days starting fiscal year 2017
  • A lot of additional reporting will be required with the bond & loan – Carleen will provide to Adriana & Melody a chart of report.
  • New insurance requirement. $2 million umbrella (TRCS already has). Deductible can’t be more than $5,000.00
  • Base rent schedule & PLOM pricing schedule correlate.

Documents signed by Building Corp: Indenture (Contract between PFA, Issuer & Trustee for benefit of fund holders – fiduciary for bond holders); Loan Agreement; Lease; Deed of Trust; Bond purchase Agreement;

Tax Certificate

Documents signed by TRCS: Lease; Tax Certificate (to ensure bond won’t be taxable)

Motion to approve TRCS Plan of Finance

Moved - Paula Suarez

Second - John Gorman

Unanimous approval

Motion to approve Building Corporation Plan of Finance

Moved – Adriana Hire

Second – Laura Henderson

Unanimous – John Gorman, Adriana Hire & Laura Henderson

Bond Documents executed by Building Corporation and TRCS.

Building Corporation Unanimous Approval of Resolution for Real Estate Purchase.

Purchase documents executed by Building Corporation.

Adjourned both meetings.