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Agr KS College Fin Auth BYLAWS OF KANSAS INDEPENDENT COLLEGE FINANCE AUTHORITY ARTICLE I AUTHORITY NAME, PRINCIPAL PLACE OF BUSINESS AND TERM OF EXISTENCE Section 1.1. Authority Name, Independent College Finance Authority". The official name of the authority shall be the "Kansas Section 1.2. Principal Office, The President of the Board shall designate the principal office of the Authority, which initially shall be Room 515, 700 Kansas Avenue, Topeka, Kansas 66603. Section 1.3. applicable: Definitions, As used in these Bylaws, the following definitions shall be "Authority" shall mean the Kansas Independent College Finance Authority, authorized pursuant to the Cooperation Agreement. "Board" or "Board of Representatives" shall mean the governing body of the Authority selected in accordance with Article VII of the Cooperation Agreement and elected pursuant to Article V herein, "Cooperation Agreement" shall mean the Cooperation Agreement to organize the Authority as fully adopted, executed and filed as provided in the Interlocal Cooperation Act, as may be amended or restated from time to time. "Delegate" shall mean the President of a Participating Institution or such other person associated with the Participating Institution designated by a Member to attend the annual meeting and vote on its behalf as provided in Article XIII hereof "Interlocal Cooperation Act" shall mean K.S,A. 12-2901 et.sf:q.., as amended. "Members" shall mean those cities referenced in the preamble to the Cooperation Agreement as may be modified by members which withdraw or any other Public Agencies which are added in accordance with Article VII thereof. "Participating Institutions" shall mean the local independent private colleges and universities identified on Exhibit A attached hereto, as may be amended from time to time by the Board. "Public Agency(ies)" shall mean a public agency as such tenn is refecred to in the Interlocal Cooperation Act, except that such tenn as used herein shall not include the United States or any agency or instrumentality thereof "Representative" shall mean the Representative to the Board of Representatives elected by delegates of the Members in accordance with Article V hereof "State" shall mean the State of Kansas, ARTI CLE II SEAL Section 2.1. Inscription of Seal. The seal of the Authority shall be circular in form and around the outside shall be the words, the "Kansas Independent College Finance Authority", and in the center shall be the word "Seal". An impression of the Authority seal shall be impressed on this page in the space provided below. The seal shall be applied to official documents of the Authority by the Authority's Secretary, or authorized assistant, as evidence of their due execution and attestation. (AUTHORITY SEAL) ARTICLE III REGISTERED OFFICE AND RESIDENT AGENT Section 3.1. Registered Office. The Authority shall maintain a registered office in the State which shall meet the requirements of the Interlocal Cooperation Act or other applicable laws of the State. Section 3.2. Resident Agent. The Authonty shall have and continuously maintain in the State a resident agent upon whom service of process may be had as required under the Interlocal Cooperation Act and any other applicable provisions or laws of the State. The Board shall have the authority to appoint or change, from time to time, such resident agent. The initial resident agent of the Authority shall be Dr. Robert N. Kelly. ARTI CLE IV POWERS Section 4.1 Except as may be specifically reserved to the Members in the Cooperation Agreement or under the Interlocal Cooperation Act, all powers of the Authority shall be vested in the Board, 2 ARTICLE V BOARD OF REPRESENTATIVES Section 5.1. Election of Representatives. The Board shall consist of five (5) Representatives who are associated with the local independent private colleges and universities receiving or to receive financial assistance from the Authority. The Representatives shall be elected by the Members at the annual meeting of the Members. Those five candidates receiving the most votes shall be elected, Section 5.2. Term of Representatives. The tenn of each Representative shall be for a period of three (3) years except that the initial tenn of the top three vote getters at the first election of Representatives shall be for two (2) years and the initial tenn of the other two elected at the first election shall be for a tenn of one (1) year. After such staggered tenns, the tenn for Representatives to the Board of Representatives shall be for a period of three (3) years. Each Representative shall continue in office until a successor is elected in accordance with this Article. Section 5.3 Voting powers. Each Representative shall be entitled to one vote which shall be equal to the vote of every other Representative on the Board. Section 5.4. Compensation. Except as may be specifically authorized by the Board, no Representative shall receive payment for any time spent in attending meetings of the Board or otherwise conducting business of the Authority. Unless specifically authorized by the Board, Representatives shall not receive reimbursement from the Authority for any expenses incuITed in attendance at meetings of the Board, However, to the extent that funds are available, the Board may authorize payment of expenses for travel in connection with the business of the Authority for other than meetings of the Board pursuant to the Interlocal Cooperation Act Section 5.5. Vacancies. In the event of a vacancy on the Board the remaInIng Representatives shall appoint an individual to fill such vacancy for the remainder of the tenn, Section 5.6. Removal. A Representative may be removed for cause only by unanimous vote of the remaining Representatives, In the event of a removal the vacancy shall be filled as provided in Section 5,5. Section 5.7. Resignation. Any Representative of the Board may resign and a successor will be appointed as provided in Section 5.5. ARTICLE VI BOOKS AND RECORDS Section 6.1. Books and Records, The books and records of the Authority, and such papers as may be filed by the Board or Representatives, shall during all reasonable business hours, be subject to inspection by any officer or duly authorized representative of the governing body of any Member. 3 ARTICLE VII MEETINGS OF BOARD Section 7.1. Place of Meeting. The place of meetings of the Board shall be determined by the Board from time to time. Representatives may attend annual meetings at the place so specified or may participate by telephone, Section 7.2. Annual Meetings. The Board shall have an annual meeting each year in April at a time and place to be specified by the Board or specified by the President if the Board fails to so specify prior to April of the year in which the meeting is to be held. In the event a quorum of the Board is not available at such time and place, the annual meeting of the Board may be adjourned by the President or other appropriate officer to another time and place without the necessity of a quorum concurring such adjournment. Section 7.3. Regular Meetings. determined by the Board, Regular meetings of the Board shall be scheduled as Section 7.4. Special Meetings, Special meetings of the Board may be called in writing by the President or a majon ty of the Representatives to the Board. Section 7.5. Notice of Special Meetings. The President or the majority of the Representatives to the Board calling a special meeting shall cause written notice of such meeting to be delivered or sent to each and every Representative at least three (3) days prior to the date of such special meeting, which notice shall specify the time and place of such special meeting and the purpose and proposed action, in general terms, to be considered at such special meeting, For purposes of the Section, such notice shall be considered as given upon deposit of such notice in the United States mail, properly addressed, postage prepaid. Section 7.6. Waiver and Consent. Any or all Representatives may in writing waive notice of any meeting of the Board and consent to the conducting of business at any such meeting without notice or specification of the purpose of such meeting. Section 7.7. Business at Regular Meetings and at a Special or Adjourned Meeting. Any business of the Authority may be conducted at a regular meeting of the Board or by written ballot distributed to each Representative by mail, facsimile or other means. All business to be conducted at a special or adjourned meeting of the Board shall be specified in the notice of special meeting or motion to adjourn and no action shall be taken at such special or adjourned meeting unless so specified or unless waivers are obtained in accordance with Section 7.6 of these Bylaws, Section 7.8. Agenda, Whenever feasible to do so, proposed agendas for meetings of the Board shall be prepared at the direction of the President, and shall be available to the public upon request, and shall be distributed to each Member along with notices of meetings, Section 7.9. Order of Business. The order of business at all meetings of the Board shall be as determined by the President. 4 Section 7.10. Quorum. A quorum of the Board for the purpose of conducting its business (except as otherwise provided herein) shall be three (3) Representatives. Participation in such a meeting by telephone shall be deemed attendance for purposes of determining the existence of a quorum. Section 7.11. Notices of Meetings. The Board shall mail notices of all meetings to the notice representative for each Member as determined pursuant to Section 18.4 hereof not less than three (3) days prior to the date of such meeting, The notice shall specify the time and place of the meeting and shall state generally the purpose of the meeting (unless the agenda is distributed with the notice), ARTICLE VIII OFFICERS Section 8.1 Election and Qualifications, The President and the Vice President(s) of the Authority (who shall be Representatives) shall be elected by the Board at the annual meeting of the Board by majority vote of all Representatives to the Board. The Secretary and the Treasurer of the Authority (who mayor may not be Representatives) shall be elected by the Board at the annual meeting of the Board by majority vote of an Representatives to the Board. Section 8.2 Terms and Compensation. The term of all officers of the Authority shall be for one (1) year, and such officers shall receive no compensation for their services except as authorized by specific vote of a majority of the Representatives to the Board without the participation of the officer involved. Section 8.3 Resignation, Removal and Replacement. All officers of the Authority may resign as officers or may be removed by majority vote of all Representatives to the Board without cause. The Board shall replace such officer so resigning or so removed by election at a regular meeting of the Board or at a special meeting called for that purpose. ARTICLE IX PRESIDENT Section 9.1 Powers and Duties. The powers and duties of the President shall be: (1) To preside at all meetings of the Board and all meetings of the Members. (2) To call meetings of the Members and all meetings of the Board, to be held at such times and places as provided by these Bylaws, (3) To affix the signature of the Authority to all deeds, conveyances, mortgages, leases, obligations, bonds, certificates and other papers and instruments in writing that may require the same; and to supervise and control, subject to the direction of the Board, all officers, agents and employees of the Authority. (4) To serve as Chairman of the Executive Committee of the Board, if any, 5 Section 9.2. President Pro Tempore. If neither the President nor any Vice President is present at any meeting of the Board, or of the Members, a President Pro Tempore may be chosen to preside at and act at such meeting. ARTICLE X VICE PRESIDENTS Section 10.1. Powers and Duties. In the case of the absence, disability, or death of the President, the Vice President senior in point of time of election shall take his or her place and perform his or her duties. Vice Presidents of the Authority shall have such other powers and perform such other duties as may be granted or prescribed by the Board. ARTICLE XI SECRETARY Section 11.1 Powers and Duties. The powers and duties of the Secretary shall be: (1) To keep full and complete records of the proceedings of the Board and of the meetings of the Members. (2) To keep the seal of the Authority and to affix the same to all instruments which may so reqUIre. (3) To make service and publication of all notices that may be necessary or proper, and without command or direction from anyone. In case of absence, inability, refusal or neglect of the Secretary to make service or publIcatIOn of any notice, then such notice may be served or published by the President or Vice President, or by any person thereunto authorized by either of them, by the Board or by a majority of the Members, (4) In the case of the absence, disability or death of the President and at a time in which there is no Vice President of the Authority eligible and qualified to assume the duties of the President as provided in Article IX hereof, the Secretary, or Secretary-Treasurer as the case may be, shall have the power and duty to call a special meeting of the Board in accordance with these Bylaws for the purpose of electing a new President. (5) To cause all official reports of the Authority to be filed with the proper officials. (6) Generally to do and perform all such duties as pertain to this office and as may be required by the Board. Section 11.2. Combining with Office of Treasurer. The office of the Secretary of the Authority may be combined with the office of the Treasurer of the Authority as the Board may so determine, in which case such office shall be known as the office of the Secretary-Treasurer, and such officer shall have all the powers and duties of both the office of the Secretary and the office of the Treasurer as set forth in these Bylaws. 6 ARTICLE XII TREASURER Section 12.1. Powers and Duties. The Treasurer shall receive all monies belonging to or paid to the Authority and give receipts therefor, and shall deposit such monies, as he or she shall be directed by the Board, with one (1) or more financial institutions qualified to receive municipal deposits as provided by law to be designated by the Board, and shall supervise and control the maintenance of full and complete records of the funds received and the disbursements thereof. He or she shall render to the Members at the regular meetings thereof, and also to the Board at any meeting thereof, or from time to time whenever the Board or the President may require, an account of all financial transactions as Treasurer and of the financial condition of the Authority, and shall perform such other duties as may from time to time be prescribed by the Board. He or she shall exhibit or cause to be exhibited the books of the Authority to the Board or to any committee appointed by the Board, or to any Member on application during business hours, or to any other person entitled to inspect such books pursuant to pertinent provisions of the law. 'Section12.2. Disbursements. All disbursements made by the Treasurer shall be subject to control of the Board by appropriate resolution. Section 12.3. Combining with Office of Secretary, The office of Treasurer of the Authority may be combined with the office of the Secretary of the Authority as the Board may so determine, in which case such office shall be known as the office of the Secretary-Treasurer, and such officer shall have all the powers and duties of both the office of Secretary and the office of Treasurer as set forth in these Bylaws, ARTICLE XIII MEETINGS OF MEMBERS Section 13.1. Annual Meeting- There shall be an annual meeting of Members to be held each year in April, at a time and place to be specified in a notice mailed by the President of the Authority at least 30 days in advance of the meeting to each Delegate and the notice representative of each Member, The Members shall be represented at the meeting by the Delegates. Such Delegates shall attend the annual meeting at the place so specified or participate by telephone, A Member may designate someone other than the President of a Participating Institution located within its jurisdiction as its Delegate, provided that written evidence of such designation is provided to the principal office of the Authority not less then ten (10) days prior to the annual meeting, and the notice of meeting mailed to such Member shall satisfy the notice requirement with respect to such Delegate, Section 13.2. be taken up: Agenda of Annual Meeting- At the annual meeting, the following matters shall (a) (b) (c) amendments to the Cooperation Agreement; admission, expulsion or withdrawal of Members; approval of the Authority's annual Budget as provided in Article XN hereof; and 7 (d) election of Representatives as provided in the Bylaws. (e) any other matters required by the Cooperation Agreement or these bylaws to have the consent or approval of the Members. The President of the Board shall give a report of the Authority's activities over the past year, its financial condition, and the Board's plans for the ensuing year, and shall receive comments from the Members thereon, if any, which shall be transmitted to the Board. Section 13.3. Special Meetings. There may also be special meetings of the Members in the same manner and to consider any matter which may be considered at an annual meeting. Special meetings shall be held on thirty (30) days' advance written notice thereof from the President of the Board to each Delegate and the notice representative of each Member. Notice of a special meeting may be waived by any Delegate or Member. Section 13.4. Action by Written Ballot. Any matter which may be considered and voted upon at an annual meeting may be decided by written ballot distributed to each Member by mail, facsimile or other means. Section 13.5. Adjournment. Any meeting may be adjourned from time to time by the President to a date or time certain without further notice. ARTICLE XIV [repealed) ARTICLE XV AMENDMENTS Section 15.1. These Bylaws may be amended, modified, supplemented or repealed by an affinnative vote of a majority of the Representatives to the Board, ARTICLE XVI INDEMNIFICATION Section 16.1. Persons. The Authority may indemnify every person, his or her heirs, executors and administrators, against any and all judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred by him or her in connection with any claim, action, suit or proceedings (whether actual or threatened, brought by or in the right of the Authority or otherwise, civil, criminal, administrative or investigative, including appeals), to which he or she may be or is made a party by reason of his being or having been a Representative, employee, agent or officer of the Authority, and shall do so the extent required by the Kansas Tort Claims Act, K.S,A. 75-6101, eLs.eq., as amended. Section 16.2. Unlawful Conduct. There shall be no indemnification (i) as to amounts paid in settlement or other disposition of any threatened or pending action by or in the right of the Authority, or 8 (ii) as to matters in respect of which it shall be determined by judgment or otherwise that such Representative, employee, agent or officer was not acting in good faith in the performance of his or her duties to the Authority and, in the case of any criminal action or proceeding, where he or she had reasonable cause to believe that his or her conduct was unlawful. Section 16.3. Good Faith, Any such person shall be entitled to indemnification as of right (i) if he or she has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding or (ii) except as hereinabove provided, in respect of matters as to which a court or independent legal counsel, approved by the Authority, shall have determined that he or she acted in good faith for a purpose which he or she reasonably believed to be within the scope of employment in the best interests of the Authority; and in addition, in the case of any criminal action or proceeding, that he or she had reasonable cause to believe that his or her conduct was lawful. Such court or independent counsel shall have the power to determine that such Representative, officer, employee or agent is entitled to indemnification as to some matters even though he or she is not so entitled as to others. The termination of any claim, action, suit or proceeding by judgment, settlement, conviction or upon a plea of nolo contendere, or its equivalent, shall not in itself create a presumption that any such Representative, employee, agent or officer did not act in good faith for a purpose which he or she reasonably believed to be in the best interests of the Authority and, in the case of any criminal action or proceeding, that he or she did not have cause to believe that his or her conduct was lawfuL Section 16.4. Amounts. Amounts paid in indemnification shall include, but shall not be limited to, counsel and other fees and disbursements and judgments, fines or penalties against, and amounts paid in settlement by, such Representative, officer, employee or agent. The Authority may advance expenses undertaken to repay or to reimburse such expenses if it should be ultimately determined that he or she is not entItled to indemnitlcation under this Article, Section 16.5. Time, The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof The rights of indemnification provided In this Article shall be exclusive of any rIghts to which any such Representative, officer, agent or employee may otherwise be entitled by contract or as a matter of law, ARTICLE XVII TERMINATION AND DISSOLUTION Section 17.1. Method of Termination and Dissolution, The Authority may be terminated and dissolved as provided in the Cooperation Agreement. The Authority may not be dissolved at any time when any bonds, lease certificate of participation or other indebtedness of the Authority remain outstanding unless cash provision has been made for the payment of such indebtedness, as provided in Article IX of the Cooperation Agreement. Section 17.2. Payment of Costs of Dissolution, Upon dissolution of the Authority, all costs and expenses of dissolution shall be paid first from assets of the Authority and then, if necessary, from payments by the Members voting for such dissolution. 9 ARTICLE XVIII MISCELLANEOUS PROVISIONS Section 18.1. Instruments in Writing, All contracts of the Authority shall be in writing, and must be approved by the Board. Section 18.2. [repealed] Section 18.3. July I to June 30. Fiscal Year, The fiscal year of the Authority shall be the calendar year from Section 18.4. Notice Representative, The governing body of each Member shall furnish to the office of the President the Authority the name and address of that Member's official notice representative to receive notices required hereunder. If no representative is specified, the Secretary or Clerk of the Member shall be the notice representative. 10 EXHIBIT A Participating Institutions Benedictine College Atchison, Kansas Mid-America Nazarene University Olathe, Kansas Baker University Baldwin City, Kansas Ottawa University Ottawa, Kansas Tabor College Hillsboro, Kansas Sterling College Sterling, Kansas Central College McPherson, Kansas Southwestern College Winfield, Kansas Central Christian College McPherson, Kansas Newman University Wichita, Kansas Hesston College, Hesston, Kansas Friends University Wichita, Kansas St, Mary College, Leavenworth, Kansas Bethel College North Newton, Kansas FIRST AMENDED AND RESTATED INTERLOCAL COOPERATION AGREEMENT CREATING KANSAS INDEPENDENT COLLEGE FINANCE AUTHORITY WHEREAS, K.S.A. 12-2901 et seq" as amended (the "Interlocal Cooperation Act"), provides inter alia that in order for public agencies to make the most efficient use of their powers, such public agencies may cooperate with other public agencies on a basis of mutual advantage to provide services in a manner that will best accord with economic and other factors influencing the needs and development of such public agencies; and WHEREAS, the Interlocal Cooperation Act authorizes public agencies to enter into interlocal agreements with one or more other public agencies for joint or cooperative Interlocal Cooperation Action pursuant to the provisions of the Interlocal Cooperation Act; and WHEREAS, the Interlocal Cooperation Act provides that any interlocal agreement entered into under the provisions of the Interlocal Cooperation Act may authorize the creation of a separate legal entity to conduct the joint or cooperative Interlocal Cooperation Action provided for in such interlocal agreement, which separate legal entity shall constitute a body corporate and politic and shall act as the constituted authority of the public agencies on behalf of which any bonds, notes, lease certificates of participation or other evidences of indebtedness are issued by such separate legal entity; and WHEREAS, certain cities within the State of Kansas desired to create a separate legal entity pursuant to the Interlocal Cooperation Act to afford an economical means of providing financing to such cities for their respective projects, includmg the issuance of Bonds (hereinafter defined) for the purpose of providing funds to make loans to local mdependent private colleges and universities located in the State of Kansas to finance, refinance and/or reimburse the cost of educational facilities and to provide working capital funds; and WHEREAS, pursuant to K.S,A, 12-2901 et seq" as amended, certain Kansas cities (the "Original Members") entered into an Interlocal Cooperation Agreement Creating the Kansas Independent College Finance Authority (the "Original Agreement"); and WHEREAS, cities have the power to create a separate legal entity and to authorize such entity to provide the financings described herem under the home rule powers granted to cities under Article 12, Section 5 of the Kansas Constitution; WHEREAS, in order to add additional members and to revise certain articles and/or sections of the Agreement, the Original Members and certain other Kansas cities (the "New Members") desire to execute this First Amended and Restated Inter10cal Cooperation Agreement (the "First Amended and Restated Agreement"), WHEREAS, by executing this First Amended and Restated Agreement, the New Members wish to become parties to the Original Agreement, as amended and restated by this First Amended and Restated Agreement and the Original Members consent to the New Members becoming parties to the Original Agreement NOW, THEREFORE, IT IS HEREBY AGREED BY AND AMONG THE PARTIES HERETO, THAT THE ORIGINAL AGREEMENT SHALL BE AMENDED AND RESTATED AS FOLLOWS: DEFINITIONS "Authority" shall mean the Kansas Independent College Finance Authority created pursuant to this Cooperation Agreement. "Board" or "Board of Representatives" shall mean the governing Board of Representatives of the Authority authorized in accordance with Article VII of the Cooperation Agreement. "Bonds" shall mean any bonds, notes, lease certificates of participation or other evidences of indebtedness, whether or not the interest on which is subject to federal income taxation, issued by the Authority. "Cooperation Agreement" shall mean this Interiocal Cooperation Agreement, as amended, "Interlocal Cooperation Act" shall mean K.S,A. 12-290 I et seq., as amended and supplemented. "Members" shall mean those Public Agencies executing this Cooperation Agreement as may be modified by members who withdraw or Public Agencies who are added in accordance with Article VII hereo f. "Public Agency(ies)" shall mean a public agency as such term is refen-ed to in the Interlocal Cooperation Act, except that such term as used herein shall not include the United States or any agency or instrumentality thereof. "Representative" shall mean each member of the Board of Representatives selected in accordance with Article VII hereof ARTICLE I Purpose of Cooperation Agreement The purpose of this Cooperation Agreement is to organize a separate legal entity under and in accordance with the Interlocal Cooperation Act. ARTICLE II Representations of Members Each Member hereby represents that: 1. It is a Public Agency duly organized and existing under the laws of the State of Kansas. 2. Agreement. Its governing body, by appropriate action, authorized the execution of this Cooperation 2 ARTICLE III Creation 1, Pursuant to provisions of the Interlocal Cooperation Act, the Members hereby organize a separate legal entity under the Interlocal Cooperation Act. 2, Authority. The name of such separate legal entity shall be the Kansas Independent College Finance ARTICLE IV Duration The duration of the Authority shall be perpetual, unless tenninated in accordance with Article IX of this Cooperation Agreement. ARTICLE V Purposes of the Authority The purpose of the Authority shall be: 1, To assist in financing local governmental activIties, including issuing Bonds to provide funds to make loans to local independent private colleges and universities to finance, refmance and reimburse the cost of educational facilities and to provide working cae.ital funds, ~ - 2, To allow cooperation behveen the Members for the efficient use of all the powers of Public Agencies. 3. To engage in any lawful act or activity for which the Authority, Members or other Public Agencies may be organized under the Interlocal Cooperation Act or other laws of the State of Kansas. ARTICLE VI Powers 1. The Authority shall have all the powers set out in the Interlocal Cooperation Act and the powers granted to Members or other Public Agencies with respecting to financing or otherwise pennitted by law. 2. The Authority shall have the power to issue, purchase or otherwise acquire Bonds on behalf of or ITom the Members and e,nter into agreements to provide for the security for such Bonds. 3 ARTICLE VII Organization, Composition and Nature 1. The Members of the Authority shall be those Public Agencies executing this Cooperation Agreement This Cooperation Agreement may be amended to include additional Public Agencies as members in accordance with Article XII hereof. 2. Any Member may withdraw from this Cooperation Agreement and the Authority by giving written notice to the Board of Representatives of the Authority of its desire to withdraw, evidenced by an Ordinance of its governing body (the "Notice"); provided, however, that no Member shall be permitted to withdraw as long as any Bonds issued by the Authority to provide funds to loan to any Participant located within such Member's jurisdiction (the "Member Bonds") are outstanding. The withdrawal of a Member shall become effective upon the Authority's receipt of Notice; provided, however that if any Member Bonds are outstanding at the time the Authority receives Notice, such withdrawal shall not become effective until such time as the Member Bonds are no longer outstanding. The Authority shall notify the Members in writing of any Notice of withdrawal received from a Member. Upon the effective date of the withdrawal, the Authority shall give written notice to the Members that such withdrawal has become effective. Upon receipt of Notice from a Member, the Authority shall be prohibited from thereafter issuing Bonds to provide funds to loan to any Participant located within such Member's jurisdiction, The withdrawing Member shall not be entitled to receive any real or personal property of the Authority by reason of its withdrawal. Withdrawal of a Member shall not be deemed to terminate or diminish any obligations that such entity may have to the Authority pursuant to written agreements or contracts with the Authority separate and apart from this Cooperation Agreement except as provided in such other agreements or contracts. 3. The property and business of the Authority shall be managed by the Board of Representatives of the Authority, The Board of Representatives shall consist of five Representatives. The initial Representatives of the Board shall be Dan Carey, Hal Germer, Richard Spindle, Ed Johnson and Dick Merriman. The initial Representatives to the Board shall serve until their successors are elected and qualified at the first annual meeting of the Members as provided in the Bylaws. 4, The initial officers of the Authority shall be Dan Carey as President, Hal Germer as Vice President and Richard Spindle as Secretary and Treasurer. The initial officers shall serve until their successors are elected and qualified at the first annual meeting of the Board as provided in the Bylaws. 5. The initial bylaws of the Authority shall be approved by unanimous consent of the Members. Thereafter, the bylaws and other rules and regulations of the Authority may be adopted, amended, supplemented or repealed by affirmative vote of at least two-thirds (2/3) of the Representatives of the Board of Representatives, or by a majority vote of the Members. ARTICLE VIII Financing I, The Board of Representatives of the Authority shall determine the methods of obtaining financing for the Authority or any of its Members in any manner set forth in the Interlocal Cooperation Act or otherwise permitted by law which is not inconsistent with this Cooperation Agreement. 4 2. The Authority is authorized to issue Bonds in its own name, on behalf of the Members for those purposes for which the Members are authorized pursuant to the constitution and laws of the State of Kansas to issue Bonds, Such Bonds of the Authority may be payable from or secured by any property, interest or income of the Authority, from whatever source derived, but shall not constitute a charge against or indebtedness of any Member on behalf of which such Bonds are issued, In issuing such Bonds the Authority shall act as the constituted authority of the Members on behalf of which such bonds, notes or other indebtedness are issued, and the interest on such bonds, notes or other indebtedness shall be exempt from taxation under the laws of this State. The Authority may also acquire any Bonds issued by Member payable from or secured by any property, interest or income of Member, from whatever source derived, as long as evidence of indebtedness is lawfully issued by the Member. 3. The Board of Representatives shall conduct one or more Meetings of the Members annually to discuss any matters properly the subject of Board of Representatives action, ARTICLE IX Termination This Cooperation Agreement and the Authority may be tenninated by the written consent to such tennination by at least three-fourths (3/4) of the Members; provided that prior to such tennination all Bonds, indebtedness, warrants and other financial obligations of the Authority shall have been paid in full or there has been deposited in escrow with a state or national bank located in the State of Kansas and having full trust powers, cash or direct obligations of the government of the United States of America or obligations the payment of the principal of and interest on which in unconditionally guaranteed by the government of the United States of America, in amounts sufficient, together with the interest earned on such obligations without reinvestment, to pay such indebtedness, warrants and other financial obligations in full when due, Thereafter, the Board of Representatives of the Authority shall liquidate the Authority and distribute the assets of the Authonty or the net proceeds thereof to the Members in a manner to be detennined by it pursuant to law, taking into account, in such manner as the Board of Representatives of the Authority in its discretion deems appropriate, the relative contributions of cash and other property to the Authority, provided, that no property of the Authority shall inure to the benefit of any private individual, corporation or association. In the event that the Board of Representatives of the Authority is unable to decide as to the manner in which the Authority shall be liquidated and the net proceeds distributed it shall be detennined by a court of appropriate jurisdiction. ARTICLE X Authority Property Title to all real and personal property of the Authority shall be acqUIred, held and disposed of in the name of the Authority unless otherwise required by law or by the tenus of a gift or grant 5 ARTI CLE XI Powers of Governing Body The Board of Representatives of the Authority shall have all powers designated in the Interlocal Cooperation Act and set forth in this Cooperation Agreement or granted to the Authority herein by majority vote of the Representatives. ARTICLE XII Amendments 1, Except as otherwise provided in paragraph 2 of this Article, this Cooperation Agreement may be amended or supplemented in whole or in part by consent of two thirds (2/3) of the Members, approval of the Attorney General of the State of Kansas, filing of such amendment with the Register of Deeds of each county where a Member is located and fil ing with the Secretary of State. 2. This Cooperation Agreement may be amended to include additional Public Agencies upon consent of two thirds (2/3) of the Board of Representatives, approval by the governing body of each of the additional Public Agencies to be included, approval of the Attorney General of the State of Kansas, filing of such amendment with the Register of Deeds of each county where a Member is located, and filing with the Secretary of State. ARTICLE XIII Effective Date This Cooperation Agreement shall take effect upon its approval by the Attorney General of the State of Kansas, upon the filing of the CooperatIOn Agreement with the Registers' of Deeds of each county where a Member is located and upon filing with the Kansas Secretary of State. 6 IN WITNESS WHEREOF, the City of Atchison, Kansas has executed this First Amended and Restated Agreement as of this Ultday of 7'nA~A ~ ,2001. CITY OF ATcmSON, KANSAS , ' f)--p/) ~ Mayor ~;:}:~~::!';, 'I ',' Al:fE~'f~' , '~f~¡:~ g~~ ¡. . !:',' By: ACKt'lOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF ATCHISON ~m~:~:~:,:~~fO'&~:~<V<d. 2, ~it~ 2~~;~~es~ of the City of Atchison, Atchison County, K sas. (Seal .(¡iÁ.~Y 'Pií?;l~~Stãtiôf.~~~~ . KATHRYN SOPH p MV 1\,'Ij}t &,. ~ Y\ Ja(7 ':\ Notary Public My Appointment Expires: I.:L} {:LJ WO 1- , I IN WITNESS WHEREOF, Baldwin City, Kansas has executed this First Amended and Restated Agreement as ofthis /'Iildayof ~ .2001. .,<";"'(~";'" , ,-:') ~ J I :,- ,," .. ',"" -"".. , ," ,{j':;; ~o:,:, ~ ., ~., -. ':~. (') '.:.;.' <' ,~} .. ".0,'. ~'" ' :- ""xn.QST' " '.~,~~",,/~ .,. . . '~'<" '....... I! \",' , '>~""",¡,,::""'" BALDWIN CITY, KANSAS B~~W By: -R . ~ ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF DOUGLAS This instrument was acknowledged before me on ~ 11 ,2001 by St:q 11. ( r 1. oS 2.tof! , Mayor, and p~~~ y Al.'c.. ltO Is, City Clerk, respectively, of Baldwin City, Douglas County, Kansas. (Seal) .OTARY PUBLIC .. State of Kansas PATRICE l JAM "). My Appl úp 0 --' ~ "04~ d-\~rYko Notary Public My Appointment Expires: \ \... d- -.:t -0 :::, "c,,', ,,' IN WITNESS WHEREOF, the City of Hillsboro, Kansas has executed this First Amended and Restated Agreement as of this ,;¡p, Nday of -111 arc.-h , 2001. CITY OF IDLLSBORO, KANSAS By: Æ~ /JaiL Mayor ATTEST: G By: 11 ðM.l ,¡/ ~~ City Cler ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss COUNTY OF MARION ) -ï\ This instrument was ackngypedged before me on JlarcA l.JalK'e.... ,Mayor, and Lhf\fce: K rnersín5pr City of Hillsboro, Marion County, Kansas. e:le2 ,2001 by ~e/tY~s , City Clerk, respectively, of the (Seal) ~ ~ MONA VOTH ! .;!. Notary PUblic. state of Kansas -. , ß3 My Appt. Expires Notary Public 'lY!QJf /', J (b-th 'U_- ,- ,-."--~-- My Appointment Expires: 7-j -dLooi IN WITNESS WHEREOF, the City of McPherson, Kansas has executed this First Amended and Restated Agreement as of this 19th day of March, 2001. CITY OF MCPHERSON, KANSAS ATfEST: """"""'" \" Of" 1,1. ~" ~~ "'c,o~~"., I (J~'iP 9P, ~,~ \ i~ ~ ~\ . -- . æ .... SEAL Z ! \ = ~ ~~ I " 4~' ""'" Ir.. ......\. "J.'I' "" jl\N ",\' "~"~III II" ""~ C----'-- ') -"-"-"-'" ~~;--- :7 ~ . ',- ~ Mayor ~ -- By: ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF MCPHERSON This instrument was acknowledged before me on March / q ,200 1 by Vernon L. Dossett, Mayor, and Gary L. Meagher, City Clerk, respectively, of the City of McPhers~Pherson County, Kansas. rS'~)¡i;jìg'lI"r.\WC - Sta1I 01 ~~"'-S \ t~'" GLADYS I. HUBI:.R \ ,--" I',r.-'" I ~~<~'~""""-"', tk~ f,r'~t £rp ,"'."- ,,"'" - -"'-..' -' ~.QdJ-.-¡ Notary Pubhc My Appointment Expires: ¡j --"f -;;;)-ù D ?- IN WITNESS WHEREQF,the ~ty ofqlathe, Kansas has executed this First Amended and Restated Agreement as of this ~ day of ðA/./~ ,2001. , .' . CITY OF OLATHE, KANSAS BY:~ Mayor .. . ,..7;>S::"~~' ~..".,(.'//. By: ÆJ~le:!~r ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss COUNTY OF JOHNSON ) ~ h,' s ~ent was acknowledged bee o~ on tip ~.3 , 200 I by Mayor, and 7J~ -v, ~1 Ph . City Clerk, respectivel of the City 0 OIathe, Johnson County, Kansas. (l (Seal) , '. I(lHI;¡;Y hlr.dl State ~I Kansas ~ . .1.~.": LlNDAJ. WE~ . ~¡r::~ My Appl Exp, f:$ II ~ . ' c¥h~/J/ ~ Notary Public My Appointment Expires: g -I S-./tJ~ IN WITNESS WHEREOF, the City of Ottawa, Kansas has executed this First Amended and Restated Agreement as ofthi~lst- day of ~fY\ o.fc...~ ,2001. CITY OF OTTAWA, KANSAS BY:~~ M r AITEST: By: ~-~ -Q :~:.- ~ ::> ~'~~r-~itxCler:k- -- ~~ ~.6~+ c~-e<-~' ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES ) ) ss COUNTY OF FRANKLIN ) --- \ lfiis instrument was acknRwled~ed bef°f-J",e on (YÎo.rch d.-\ ..2001 by R; c.lGo.rd ....Ja,-~<ãù'r) , Mayor, and'boY\\-\o... \~~)\.J f\ City Clerk, respectively, of the City of Ottawa, Franklin County, Kansas. '55-\-. ~'-\:i CJ~rk. STATE OF KANSAS (Seal) .OTARY PUBUC - State of Kansas CAROLYN S. S EN My Appt. Ú ). 0). 01{ b C~J.~ Notary Public My Appointment Expires: (')il, I d{ I tß IN WITNESS WHEREOF, the City of Sterling, Kansas has executed tills First Amended and Restated Agreement as ofthis -19. day of ~þru(). \'1' ,2001. CITY OF STERLING, KANSAS ~,.~~~:~~~::;. :" :0 ¡¡'.' .,-.>'-\ .t. ' , . ,7 . rv v-.... . ,~ "..( : l \., ""'1':, .~ .:r-,..:,-:.:tr~Sði""" : ..""',--,.. ,'," ,~ ~ Pl ' . , ':; -~"J 8. "',.....'~:",,-.....' 'i...: ~ u, ..' "f-r'.'::"" : .. . V""" . ::"'¿.'. " , "-,.....,..,..,, ~ . ..~:~:'~(~ .~N ~ . (: ",'13ý',~3J-\D. 1)AÅiiOA . . City Clerk '~ /By: .-' ~ I \:' MaYo~ ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) S5 ) COUNTY OF RICE J¿ '~t': ~nstru,mont was acknowlediITd bef°lY"° ?~-~~; «( I q ,200 I by Q 1J.h.1ñ;, Mayor, and ~. 0, ¡-~-- ,City Clerk, respectively, of the City 0 Sterling, Rice County, Kansas. (Se . ,;'..;I¡-"" SARAH J. KLEJN ¡ . "'" ':~ State of Kansas ::::~-:?- My Appl Exp,e>:J-I'f-1aJ/ ~Q.~ Notary Public My Appointment Expires: 0:2 - I O¡ -?--OO 1) IN WITNESS WHEREO;FA'..ðhe ,c:1if Wi~. Kans.s has executed t1ús First Amended and Restated Agreement as of this :20~ of /lJ~ ,2001. CITY OF WlCIDTA, KANSAS By: Q£ d.l.#.a 17:r City Clerk ~ ATIEST: ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) S5 COUNTY OF SEDGWICK ) 11ús instrument was acknowledged before me on~ 2001 by BOB KNIGHT ,Mayor, and Pat Burnett , City Clerk, respectively, of the City of Wichita, Sedgwick County, Kansas. (Seal) Noti~~ I i . IN WITNESS WHE~QF, the~~eld, Kansas has executed this First Amended and Restated Agreement as oftbis~':day of ,2001. '- ATIEST: \\\\\1\1' II 1111111 ~\\\\ CITY IIIIt. ~~ ,\'?'I'i::,. ....,.9,(' I/"~ ~ I. .., '. '1'. ~ ~Ñ.' '. ~.-::. ;:: v.' '..-~~ ¡:qf/ COWLEY \ fÍ\ ~ =w. SEAL .,- :(/): :0:: ! \ COUNTY / !:' 'A . . ." , ~ ~ ~ ~ ~ "'" "..' :;~~.. ~" ,......", .,~ ~/II'" I(ANSt>-.~......'~- IIIIl/IIIIIII'.' . By: ~ ~ß (./Lj.?r A1 /:J~ City Clerk CITY OF WINFIELD, KANSAS By: £Z~ (2:f- ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF COWLEY This instrument was acknowledged before me on March 26 Thompson, Mayor, and Diane RO5ec:rans City of Wmfie1d, Cowley County, Kansas. ,2001 by ï,rp.gnry N , City Clerk, respectively, of the (S ~~~"."" ~y..;t¡;~ ¡ iOFFICIAÙ . ~..5£Al.:"¡ "::i.:m:~~::~< BRENDA PETERS M( COMMISSION EXPIRES November 20. 2003 My Appointment Expires: {I- 20'tJ3 1\ ~Y1£Ú p~ Notary Public IN WITNESS WHEREOF, the City of Hesston, Kansas has executed this First Amended and Restated Agreement as of this J1!!:day of 'ifaR.u A-ØI ' 2002. CITY OF HESSTON, KANSAS By: ~\ / ~ ) "\111 ~ -,z cfl~fA/- \......~ Mayor ATTEST: By: ß¡¡¿/~ City Clerk ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF HARVEY Ths instrument was acknowledged before me on ~ e!L, 2002 by Jolm Waltner, Mayor, and Polly Mains, City Clerk, respectively, of the City of Hesston, Harvey County, Kansas. A ~ NOTARY PUBLIC, State of Kansas ~ JEANNINE A HOHEISEL = - My Appt. ExpíresQ.!L:..d~ ~/ ~ ¡;:;:?, ~;. «< {7 tary Public (Seal) My Appointment Expires: 4",,; / / -r, c-2éJO Ý IN WITNESS WHEREOF, the City of Leavenworth, Kansas has executed this First Amended and Restated Agreement as of this ~ day of ar ' 2002. CITY OF LEAVENWORTH, KANSAS By: ~ Ü/.f~~- --- ayor .' ATTEST: " ," 6,'~ By: City Clerk ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF LEAVENWORTH ~~~strument was acknowledged befo(? me on ~J.- .f-" ~ , Mayor, and J I1A .n1,.5-;-¡ ,} respectively, of the City of Leavenworth, Leavenworth County, Kansas. !iL, 2002 by , City Clerk, (S " ~'Jt\. BETH M. BECKER ~ Notary Public - State of Kansas My Appt. Expires ~ - ~~ehJ My Appointment Expires: iþ~, (p, ¿DOy. IN WITNESS WHERE~)~e City of ~rth Nlwton, Kansas has executed this First Amended and Restated Agreement as ofthi day of, c'J/),; ,2002. CITY OF NORTH NEWTON, KANSAS By, ~ ~dC ~~ Mayor ATTEST: ~ u.¿ ,- - '. L 'L ,- ./ -"'" " - / Byc k"- .. : <::?la- 7¡ ..«-~(i- City Crèfk t ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF HARVEY . This, instrument was ac!mpwledged before me on ¿JJ.t., 'c' D,. 2002 by , ~, ,_1j¡ n I '-¿:¿~-'\ j)¡ t 0.., L ( , Mayor, and ¡:; /lic'J , ¡{tò ,Jj~',,-, t¡ ), l cj':', (c( City Clerk, resp~ctively, of the City of North Newton, Harvey County, Kansas. & (Seal) CYNTHIA L HIEBERT . NOTARY PUBLIC STATE OF KANSAS .- . My Appt. Exp. /2 - /7. -ç '; { '-. ; , I 1-./ My Appointment Expires: <---"/",. " /' 2,_, Xl ~ (/ l )il /'-( \' / (I ,; ~l ( j , IN WITNESS WHEREOF, the City of Lindsborg, Kansas has executed this First Amended and Restated Agreement as of this - day of ,2002. CITY OF LINDSBORG, KANSAS By: Mayor ATTEST: By: City Clerk ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNTY OF MCPHERSON This instrument was acknowledged before me on , Mayor, and respectively, of the city of Lindsborg, McPherson County, Kansas. -' 2002 by , City Clerk, (Seal) Notary Public My Appointment Expires: IN WITNESS WHEREOF, the City of Manhattan, Kansas has executed this First Amended and Restated Agreement as of this - day of ,2002. CITY OF MANHATTAN, KANSAS By: Mayor ATTEST: By: City Clerk ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) S5 ) COUNTY OF RILEY This instrument was aclmowledged before me on , Mayor, and respectively, of the City of Manhattan, Riley County, Kansas, -' 2002 by , City Clerk, (Seal) fO'l;::'. . , f.' Notary Pubtic . - --. '.', .,..,"-...-. t . .. '. ....1 My Appointment Expires: IN WITNESS WHEREOF, the ity of Salina, Kansas has executed this First Amended and Restated Agreement as of this ~ day 0 ,2003. CITY OF SALINA, KANSAS ATIEST: BY:~~ May r BY:~~ City Clerk ACKNOWLEDGMENT AND VERIFICATION OF SIGNATURES STATE OF KANSAS ) ) ss ) COUNIY OF SALINE -- This ,instrument was acknowledged before me on J.a-vaa,'1' ~~Š"~AJ ~.s-;.q.h..v ,Mayor, and .L/~u #NoN' .A//~~ respectively, of the City of Salina, Saline County, Kansas. -L. 2003 by , City Clerk, (Sea) .... BARBARA R. WEBER NOrAAYPœJC . _~:Œ~e>:J My Appointment Expires: ~ ~ o/¿jt7 3