RESOLUTION 17-020 HAMC NONPROFIT GEM HOUSING SOLUTIONS ARTICLES OF INCORPORATION AND BYLAWS.DOCX

RESOLUTION 17-020
NONPROFIT ARTICLES OF INCORPORATION AND BYLAWS
WHEREAS, the Board of Commissioners is vested with the authority to make all decisions on
behalf of the Housing Authority as its governing body, and on June 21, 2017, approved
Amendment #1 to the Intergovernmental Agreement between Maricopa County and the Housing
Authority for the purposes of allowing the Housing Authority to create a nonprofit corporation;
and
WHEREAS, the Executive Director of the Housing Authority has requested the Board of
Commissioners’ approval of a plan to form Gem Housing Solutions, a to-be-formed Arizona
nonprofit corporation (the “Corporation”) for the purpose of carrying out the Housing Authority’s
mission to expand the availability of affordable housing in Maricopa County; and
WHEREAS, the Corporation is intended to be a nonprofit corporation created to “lessen the
burdens of government” through the performance of activities and services that support the
Housing Authority and promote the protection and expansion of the affordable housing stock in
Maricopa County, and thereby to be tax-exempt under Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (the “Code”); and
WHEREAS, the Corporation is intended, amongst other things, to provide the Housing Authority
with the means to enter into public-private partnerships for affordable housing projects, including
the Rental Assistance Demonstration (“RAD”) program with the United States Department of
Housing and Urban Development (“HUD”); and
WHEREAS, the Board of Commissioners desires to approve of this plan and grant the Housing
Authority the power to form the Corporation and to take all steps ancillary thereto to give effect
to the intent of these resolutions through the formation and operation of the Corporation.
NOW, THEREFORE:
BE IT RESOLVED, by the Housing Authority’s Board of Commissioners as follows:
Section 1. Ratification of Actions. All resolutions, actions, or agreements not inconsistent with
the provisions of this Resolution heretofore taken by or at the direction of the Housing Authority
or its directors, officers, employees, agents, advisors or counsel directed toward the formation of
the Corporation and the effort to obtain tax-exempt status for the Corporation are hereby ratified,
adopted, approved and confirmed in all respects.
Section 2. Approval of the Corporation’s Articles of Incorporation and Bylaws. The Board of
Commissioners hereby approves the Articles of Incorporation and the Bylaws of the Corporation.

Section 3. Severability. If any section, paragraph, clause or provisions of this Resolution shall, for
any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause, or provision shall not affect any of the remaining provisions of this
Resolution.
Section 4. Effectiveness. This Resolution shall be effective upon Board approval.
Dated this ___________________day of ________________________________________, 2017
ATTEST:
Gloria Munoz, Clerk of the Board Chairman of the Board
Approved As To Form
Attorney for Housing Authority
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