Community Investment Fund Board of Directors — Columbia, SC
Date: 2020-09-17
Time: 13:00

COLUMBIA COMMUNITY INVESTMENT FUND BOARD OF DIRECTORS
 MEETING AGENDA
 THURSDAY, SEPTEMBER 17, 2020


The Columbia Community Investment Fund Board of Directors will conduct a meeting on
Thursday, September 17, 2020 at 1:00 p.m. using Video Conferencing Technology. To listen to
audio and participate in the meeting via telephone, dial 855-925-2801. When prompted, enter the
meeting code: 9345.

For additional meeting information visit www.columbiacitysc.iqm2.com. You may also register
at this site to post comments related to items on the agenda. For questions regarding the meeting
portal, please contact the City Clerk at (803)545-3045 or cityclerk@columbiasc.gov.

CALL TO ORDER
ACKNOWLEDGE COMPLIANCE WITH FOIA
ROLL CALL / ESTABLISHMENT OF QUORUM
NEW BUSINESS

1. Adoption of Articles of Incorporation, approval of Bylaws and other matters relating to
 the organization of Columbia Community Investment Fund.

2. Authorization to submit application for recognition of exemption under Section 501(c)(3)
 of the Internal Revenue Code to the Internal Revenue Service.

3. Authorization to submit application for recognition of Community Development Entity
 status to the Community Development Financial Institutions Fund of the United States
 Department of the Treasury (the “CDFI Fund”).

OTHER BUSINESS
ADJOURNMENT




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COLUMBIA COMMUNITY INVESTMENT FUND BOARD OF DIRECTORS
 MEETING AGENDA
 THURSDAY, SEPTEMBER 17, 2020


The Columbia Community Investment Fund Board of Directors will conduct a meeting on
Thursday, September 17, 2020 at 1:00 p.m. using Video Conferencing Technology. To listen to
audio and participate in the meeting via telephone, dial 855-925-2801. When prompted, enter the
meeting code: 9345.

For additional meeting information visit www.columbiacitysc.iqm2.com. You may also register
at this site to post comments related to items on the agenda. For questions regarding the meeting
portal, please contact the City Clerk at (803)545-3045 or cityclerk@columbiasc.gov.

CALL TO ORDER
ACKNOWLEDGE COMPLIANCE WITH FOIA
ROLL CALL / ESTABLISHMENT OF QUORUM
NEW BUSINESS

1. Adoption of Articles of Incorporation, approval of Bylaws and other matters relating to
 the organization of Columbia Community Investment Fund.

2. Authorization to submit application for recognition of exemption under Section 501(c)(3)
 of the Internal Revenue Code to the Internal Revenue Service.

3. Authorization to submit application for recognition of Community Development Entity
 status to the Community Development Financial Institutions Fund of the United States
 Department of the Treasury (the “CDFI Fund”).

OTHER BUSINESS
ADJOURNMENT




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MEETING DATE: September 17, 2020

DEPARTMENT: City Clerk

FROM: Erika Hammond, City Clerk

SUBJECT: Adoption of Articles of Incorporation, approval of Bylaws and
 other matters relating to the organization of Columbia
 Community Investment Fund.
FUNDING SOURCE &
ORIGINAL BUDGET:

FOCUS AREAS: Innovative & High Quality Municipal Services


ATTACHMENTS:
  Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (PDF)




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 BYLAWS
 OF
 COLUMBIA COMMUNITY INVESTMENT FUND


 ARTICLE I
 NAME AND OFFICES

 Section 1.01. Corporate Name. The name of the Corporation shall be “Columbia
Community Investment Fund”. The principal office of the Corporation shall be at the location
identified in the Corporation’s Articles of Incorporation, as such Articles of Incorporation may be
amended from time to time. The Corporation may have such other offices, either within or without
the State of South Carolina (the “State”), as the Board of Directors may designate or as the business
of the Corporation may require from time to time.

 Section 1.02. Registered Office. The registered office of the Corporation required by
the South Carolina Nonprofit Corporation Act of 1994, as amended (the "Act"), to be maintained in
the State shall initially be at the location identified in the Corporation’s Articles of Incorporation,
and the address of the registered office may be changed from time to time by the Corporation.


 ARTICLE II
 ORGANIZATION

 The Corporation shall be a nonprofit organization (i) established and operated in accordance
with the provisions of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the
"Internal Revenue Code"), and the regulations thereunder, and Sections 12-6-580 and 12-6-1120 of
the Code of Laws of South Carolina 1976, as amended (the "South Carolina Code"); and (ii)
incorporated under Article 1, Chapter 31, Title 33 of the Act. The Corporation shall be an
independent and autonomous organization. Its period of duration shall be perpetual unless
terminated in accordance with Article X, infra.


 ARTICLE III
 PURPOSES AND POWERS

 Section 3.01. Corporate Purposes. The Corporation is organized and shall be operated
exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue
Code; provided, however, no part of the net earnings thereof shall inure to the benefit of any private
shareholder or individual; provided further, no substantial part of the activities of the Corporation
shall consist of carrying on propaganda, or otherwise attempting to influence legislation, except to
the extent permitted by law; provided further, the Corporation shall not participate in or intervene in
(including the publishing or distributing of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws,
the Corporation shall not carry on any activities not permitted to be carried on by (i) an organization
described in Internal Revenue Code Section 501(c)(3) or (ii) an organization contributions to which



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are deductible under the Internal Revenue Code Section 170(c)(2) or any other corresponding
provision of any future United States law. Notwithstanding any other provisions of these Bylaws,
the Corporation is organized and operated exclusively for charitable, educational or religious
purposes within the meaning of Internal Revenue Code Section 501(c)(3). The Corporation is
further authorized to undertake any and all lawful activities necessary or incident to purposes
established in Article III of these Bylaws, except as limited in the Corporation’s Articles of
Incorporation.

 Subject to the limitations contained in the Corporation’s Articles of Incorporation, the
Corporation is organized and shall operate exclusively as a nonprofit corporation to assist and
support the City of Columbia, South Carolina (the “City”) as may be permitted by applicable law
(the “Purposes”). Without limitation, the Purposes shall include assisting the City by: (i) aiding
economically depressed, distressed or blighted areas of the City and Richland and Lexington
Counties (collectively, the “Service Area”); (ii) benefiting economically disadvantaged citizens
of the Service Area, including the unemployed and underemployed; and (iii) aiding businesses to
locate or remain in economically depressed, distressed or blighted areas in the Service Area and
thereby provide job creation and training to the unemployed or underemployed in such areas
which may not otherwise be available but for the assistance of the Corporation. To provide the
foregoing assistance, the Corporation will, without limitation, promote and encourage the
retention of existing industries and businesses and the establishment and location of new
industries and businesses in economically distressed, depressed or blighted areas of the Service
Area by generating private investment capital through the New Markets Tax Credit Program (the
“NMTC Program”) to be made available for investment in low-income communities (as defined
in the law and regulations governing the NMTC Program).

 Section 3.02. Corporate Powers. The Corporation shall have all powers necessary to
advance its Purposes to the extent permitted by applicable law.

 Section 3.03. Execution of Corporate Powers. The Corporation is organized and shall
operate exclusively for the aforesaid Purposes, and in connection therewith its scope of activities
shall include, but not be limited to: (a) accepting and distributing contributions or donations; (b)
acquiring, developing, constructing, improving, selling, donating, contributing, owning, operating,
leasing or managing real property and improvements and equipment thereon, including, but not
limited to, commercial and industrial facilities, equipment and infrastructure, for the benefit of the
City, and mortgaging, pledging, hypothecating, granting liens and security interests in or otherwise
encumbering such property or properties; (c) organizing subsidiary entities to assist in carrying out
any of the Corporation’s Purposes; (d) performing such other acts as may aid in the Corporation’s
Purposes; and (d) directing or assisting any of its subsidiaries or affiliates, if any, to do the same;
provided, however, that any activity authorized by this provision shall not be engaged in any
manner which would jeopardize the federal income tax exemption of the Corporation under Section
501(c)(3) of the Internal Revenue Code.

 Section 3.04. Discretionary Power of Board of Directors. The Board of Directors may
authorize, amend or restate operating guidelines, plans, practices and/or procedures of the
Corporation from time to time in order to effectively implement the purposes of the Corporation.




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 ARTICLE IV
 FINANCES

 Section 4.01. Acceptance of Funds. The Corporation shall receive funds by collection,
receipt of contributions, receipt of loan proceeds, or any other legal means.

 Section 4.02. Uses of Funds. All funds collected and received by the Corporation, together
with the income therefrom, shall be held, retained, managed and conserved in a capital fund or
funds and administered, used and applied by the Corporation in the sole discretion of the Board of
Directors in accordance with the purposes described in Article III of these Bylaws, the Corporation's
Articles of Incorporation and as provided in Article IV of these Bylaws.

 All funds of the Corporation not otherwise employed shall be deposited from time to time to
the credit of the Corporation in such banks, trust companies or other depositaries as approved by the
Board of Directors.

 Section 4.03. Investment of Funds. Funds received by the Corporation shall be held in an
account or accounts in the name of the Corporation in such location(s) as may be designated by the
Board of Directors. The Corporation shall hold, manage, invest and reinvest its funds in accordance
with the investment policies of the Corporation and shall collect and receive the income therefrom.
After deducting all necessary expenses incident to the operation and administration of the
Corporation, such funds shall be utilized in accordance with the Purposes set forth in these Bylaws
and the Corporation's Articles of Incorporation. The Board of Directors may establish a committee
within itself for the purpose of supervising and managing investments. All such revenues received
and held by the Corporation shall be distributed to such persons and in such amounts as the Board
of Directors of the Corporation shall deem appropriate, in keeping with the Purposes of the
Corporation.

 Section 4.04. Financial Responsibility. The Corporation shall be the sole entity or person
responsible for the application and use of its assets, including payment of its expenses in accordance
with such operating guidelines as may be established by the Board of Directors; and it shall operate
as an independent and autonomous entity for the purposes of meeting its financial obligations.

 Section 4.05. Legal Restriction on Expenditure of Funds. Notwithstanding any other
provision of these Bylaws, no expenditure shall be made in any manner or for any purpose
whatsoever (i) which may jeopardize the status of the Corporation as an organization under Section
501(c)(3) of the Internal Revenue Code and S.C. Code Ann. § 12-6-580 and the regulations
thereunder or (ii) which may jeopardize the status of contributions or dues or payments by any
person insofar as concerns deductions which are allowed under the provisions of Sections 170,
2055, 2106 and 2522 of the Internal Revenue Code and the regulations thereunder.

 Should the Corporation be or become a Private Foundation under the provisions of Section
509 of the Internal Revenue Code, it shall distribute income for each taxable year at such time and
in such manner as not to incur a tax on undistributed income imposed by Section 4942 and related
sections of the Internal Revenue Code and the regulations thereunder.




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 Should the Corporation be or become a Private Foundation under the provisions of Section
509 of the Internal Revenue Code, it shall not (i) engage in any act of self-dealing as defined in
Section 4941(d) of the Internal Revenue Code and the regulations thereunder; (ii) retain any excess
business holdings as defined in Section 4943(c) of the Internal Revenue Code and the regulations
thereunder; (iii) make any investments in such manner as to incur tax liability under Section 4944 of
the Internal Revenue Code and the regulations thereunder; or (iv) make any taxable expenditures as
defined in Section 4945(d) of the Internal Revenue Code and the regulations thereunder.

 Section 4.06. Annual Audit. The Board of Directors may select an accountant to audit the
Corporation’s books and accounts at least once a year and prepare a review of financial statements
of the Corporation in conformity with generally accepted accounting principles.

 Section 4.07. Approval of Legal Documents. Unless otherwise authorized by the Board of
Directors, all contracts, leases and agreements or other legal documents shall be approved by
resolution or majority vote reflected in the minutes of the Board of Directors and executed and
delivered by an officer of the Corporation in the name and on behalf of the Corporation.

 Section 4.08. Corporate Indebtedness. Except for loans that are incurred in the ordinary
course of business, no loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors
or majority vote reflected in the minutes of the meeting. Such authority may be general or confined
to specific instances.

 Section 4.09. Required Signatures. All checks, drafts or other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the Corporation shall be
signed by such officer or officers or agent or agents of the Corporation and in such manner as shall
from time to time be determined by the Board of Directors.




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 ARTICLE V
 BOARD OF DIRECTORS

 Section 5.01. General Powers. The business and affairs of the Corporation shall be
managed under the direction of its Board of Directors which is vested with the powers and authority
to do and perform all acts and functions not inconsistent with law, the Articles of Incorporation of
the Corporation and these Bylaws.

 Section 5.02. Number, Tenure and Qualifications. The Board of Directors shall initially
consist of three (3) members. Except as otherwise provided herein, the members of the Board of
Directors of the Corporation shall comprised of the individuals set forth below:

 (a) One member of the Board of Directors of the Corporation shall be the City
Manager of the City or equivalent thereof unless compelling reasons justify an alternate
appointment methodology. Such member so appointed shall serve for the duration of his or her
respective term of incumbency as City Manager of the City and until a successor is appointed.

 (b) One member of the Board of Directors of the Corporation shall be the
Assistant City Manager of Development of the City or equivalent thereof unless compelling reasons
justify an alternate appointment methodology. Such member so appointed shall serve for the
duration of his or her respective term of incumbency as Assistant City Manager of Development of
the City and until a successor is appointed.

 (c) One member of the Board of Directors of the Corporation shall be the
Economic Development Director of the City or equivalent thereof unless compelling reasons justify
an alternate appointment methodology. Such member so appointed shall serve for the duration of
his or her respective term of incumbency as Economic Development Director of the City and until a
successor is appointed.

 The number of Directors may be increased or decreased, and the positions held by persons
comprising Directors may be modified, as may be determined from time to time by resolution of the
City Council of the City at any time; provided however, in no event shall the Board of Directors
consist of less than three (3) Directors or more than nine (9) Directors.

 Directors may be removed or resign in accordance with the provisions of Section 5.08
hereof.

 Section 5.03. Meetings. An annual meeting of the Board of Directors shall be held on a
date to be determined by the Board of Directors on each calendar year for the purposes of: (a)
electing officers; (b) appointing members of committees; (c) addressing legal issues; (d) receiving
financial reports; and (e) addressing any other pertinent issues. Special meetings of the Board of
Directors may be held at any time and place upon the call of the President of the Corporation or
upon the written request of any Director. The Board of Directors may provide, by resolution, the
time and place, either within or without the State of South Carolina, for the holding of regular and
special meetings. Directors may be present and participate in meetings via teleconference,




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videoconference or other form of wire or wireless communication by which all persons participating
in the meeting can hear each other at the same time, or via physical attendance.

 Section 5.04. Notice. Regular meetings of the Board of Directors may be held without
notice. Special meetings of the Board of Directors must be preceded by at least two days’ notice to
each director of the date, time and place, but not the purpose, of the meeting. Seven days’ notice of
a Board of Directors meeting shall be provided to each director if required under Section 33-31-822
of the Act. Notice may be communicated in person, by telephone, electronic mail, telegraph,
teletype or other form of wire or wireless communication or by mail or private carrier or any other
lawful means. A Director's attendance at or participation in a meeting waives any required notice of
the meeting, unless the Director upon arriving at the meeting (or prior to the vote on a matter not
properly noticed in conformity with the law or the Corporation’s Articles of Incorporation or these
Bylaws) objects to and does not thereafter vote for or assent to the objected to action. Notice of an
adjourned meeting need not be given if the time and place are fixed at the meeting adjourning.

 Section 5.05. Quorum. Attendance by a majority of the number of Directors in office
immediately before a meeting begins shall constitute a quorum for the transaction of business at that
meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority
of the Directors present may adjourn the meeting from time to time without further notice.
Attendance via teleconference, videoconference or other form of wire or wireless communication
by which all persons participating in the meeting can hear each other at the same time, or via
physical attendance shall constitute “attendance” for purposes of determining whether a quorum is
present.

 Section 5.06. Manner of Acting. Except as otherwise provided by law or in this Section,
the affirmative vote of the majority of the Directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors. The Board of Directors shall act in accordance
with the provisions of Section 33-31-831 of the Act in the event of a Director conflict of interest or
potential conflict of interest.

 Section 5.07. Vacancies. Except as otherwise required by law or by the Corporation’s
Articles of Incorporation or these Bylaws, in the event of a vacancy on in the Board of Directors of
the Corporation, the City Council of the City shall appoint a new member to the Board of Directors
to fill such vacancy in the same manner as provided above in Section 5.02.

 Section 5.08. Removals and Resignations. Any Director may be removed at any time with
or without cause by the City Council of the City. Removals shall be implemented in accordance
with the provisions of Section 33-31-809 of the Act. A Director may resign; provided, however,
such resignation shall be in accordance with the provisions of Section 33-31-807 of the Act.

 Section 5.09. Informal Action by Directors. To the fullest extent permitted by the Act and
FOIA, action required or permitted to be taken at a meeting of the Board of Directors may be taken
without a meeting by written consent by all members of the Board of Directors.

 Section 5.10. Committees. The Board of Directors then in office may create one or more
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them. Each committee must have two or more members. All committee members shall serve at the
pleasure of the Board of Directors. Committee appointments shall be for a one year term. The
sections of these Bylaws that govern meetings, action without meetings and notice and waiver of
notice requirements of the Board of Directors apply to committees of the Board of Directors and
their members as well. To the extent specified by the Board of Directors, between meetings of the
Board of Directors and subject to such limitations as may be required by law, the Corporation's
Articles of Incorporation or these Bylaws or imposed by resolution of the Board of Directors, such
committees may exercise all of the authority of the Board of Directors in the management of the
Corporation, except that a committee may not authorize distributions; approve or recommend to the
Board of Directors dissolution, merger or the sale, pledge or transfer of all or substantially all of the
Corporation's assets; elect, appoint or remove Directors or fill vacancies on the Board of Directors
or on any of its committees; or adopt, amend or repeal the Articles of Incorporation or these Bylaws.

 Meetings of the committees may be held at any time on call of the President or a majority of
the members of the committee. A majority of the members shall constitute a quorum for all
meetings. Committees shall keep minutes of their proceedings and submit them to the next
succeeding meeting of the Board of Directors for approval.

 Section 5.11. Compensation; Reimbursement. The Board of Directors shall receive no
compensation for service on the Board of Directors; however, the Board of Directors may determine
to allow the Directors to receive reimbursement for reasonable expenses incurred in performing
duties or attending meetings required as a member of the Board of Directors of the Corporation.

 Section 5.12. Advisory Board. The Corporation shall maintain an Advisory Board, as
such term is used in Section 45D of the Internal Revenue Code and the regulations and guidance
promulgated thereunder for the purpose of advising the Board of Directors regarding means to
achieve the Corporation's principal purpose consistent with these Bylaws and the Corporation’s
Articles of Incorporation, and for accountability to the residents of low income communities in
the City. At all times, at least 20% of the Advisory Board shall be representative of the low
income communities within the City. In order to be determined representative, an Advisory
Board member must either: (a) reside in a low income community within the City; or (b)
otherwise represent the interest of residents of low income communities in the City or
surrounding areas within the Service Area, as set forth in guidance issued by the Community
Development Financial Institution Fund of the U.S. Treasury Department. The Advisory Board
shall serve solely in an advisory capacity and shall have no authority to take any action by or on
behalf of the Corporation.




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 Attachment: Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (6210 : Adoption of Articles of Incorporation, approval of Bylaws
 ARTICLE VI
 OFFICERS

 Section 6.01. General. The officers of the Corporation shall be vested with authority to
administer and implement duties, responsibilities and directives in conformity with their respective
offices in furtherance of the purposes set forth in the Bylaws and the Corporation's Articles of
Incorporation.

 Section 6.02. Number. The officers of the Corporation shall be a President, a Vice
President, a Treasurer and a Secretary and such other officers and assistant officers as the Board of
Directors shall deem necessary or desirable. A single individual may serve as more than one officer
of the Corporation.

 Section 6.03. Appointment of Officers. Unless otherwise appointed by the Board of
Directors as provided herein, the President of the Corporation shall at all times be the City
Administrator of the City then in office or equivalent thereof, the Vice President of the Corporation
shall at all times be the Utilities Director of the City then in office or equivalent thereof, and the
Secretary and Treasurer of the Corporation shall be the Finance Officer of the City then in office or
equivalent thereof. Notwithstanding the foregoing, or anything contained herein to the contrary, the
Board of Directors may, at their option, appoint such individuals as they desire to serve as the
officers of the Corporation at the annual meeting of the Board of Directors or at such time or times
as the Board of Directors shall determine, and each officer so appointed shall serve until his or her
successor is appointed.

 Section 6.04. Removal. Any officer or agent appointed by the Board of Directors may be
removed by the Board of Directors, whenever in its judgment the best interests of the Corporation
would be served thereby, but such removal shall be without prejudice to the contract rights, if any,
of the person so removed.

 Section 6.05. Vacancies. A vacancy in an office because of death, resignation, removal,
disqualification or otherwise, may be filled for the unexpired portion of the term by a person
designated by the Board of Directors.

 Section 6.06. President. The President shall, when present, preside at all meetings of the
Board of Directors. He may sign any deeds, mortgages, bonds, contracts or other instruments which
the Board of Directors has authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and in general shall perform all duties incident to the office of President and such other
duties as may be prescribed by the Board of Directors from time to time.

 Section 6.07. Vice President. The Vice President shall familiarize himself with the affairs
of the Corporation, and shall have such powers and perform such duties as may be prescribed from
time to time by the President or the Board of Directors. At the request of the President or, in the
event of the absence or disability of the President, at the request of the Board of Directors, the Vice




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President may act temporarily in the place of the President and when so acting shall possess all the
powers of and perform all the duties of that officer.

 Section 6.08. Treasurer. The Treasurer shall select such bank(s) or other depository(ies)
wherein shall be deposited and maintained all payments, contributions, donations and dues accepted
by the Board of Directors. The Treasurer shall maintain (a) accurate and complete books and
records of account; (b) custody and responsibility for the property and funds of the Corporation and
(c) control over the Corporation’s bank account(s).

 Section 6.09. Secretary. The Secretary shall (a) keep the minutes of the meetings of the
members and of the Board of Directors in one or more books provided for that purpose; (b) see that
all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records of the Corporation; (d) keep a register of the post office
address of each Director which shall be furnished to the Secretary by such Director; (e) authenticate
records of the Corporation when such authentication is required; and (f) in general perform all
duties incident to the office of the Secretary and such other duties as from time to time may be
assigned to him by the President or the Board of Directors.

 Section 6.10. Compensation. The officers of the Corporation shall receive no
compensation for service as officers; however, the Board of Directors of the Corporation may
determine to allow the officers to receive reimbursement for reasonable expenses incurred in
performing duties or attending meetings required as an officer of the Corporation.

 Section 6.11. Bonds. Any or all officers and agents shall, respectively, if required by the
Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board of Directors shall determine.




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 ARTICLE VII
 INDEMNIFICATION

 Section 7.01. Authority. The Corporation shall to the fullest extent permitted by the Act
indemnify all persons whom it may indemnify pursuant thereto so long as such persons have
conducted themselves in good faith and reasonably believed their conduct not to be opposed to the
Corporation's best interests.

 Section 7.02. Insurance. The Corporation may purchase and maintain insurance on behalf
of any person who is or was a Director, officer, employee or agent of the Corporation, or who, while
a Director, officer, employee or agent of the Corporation is or was serving at the request of the
Corporation as a Director, officer, partner, trustee, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise against liability asserted
against or incurred by him in that capacity or arising from his or her status as such, whether or not
the Corporation would have the power to indemnify him against the same liability under S.C. Code
Ann. § 33-31-851 and § 33-31-852, as amended.




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 ARTICLE VIII
 AMENDMENTS; SEVERABILITY; CONFLICTS

 Section 8.01. Amendment of Articles of Incorporation; Amendment or Repeal of Bylaws.
Upon the approval of at least 2/3 of the members of the Board of Directors of the Corporation and
the approval of the City Council of the City, (a) the Articles of Incorporation of the Corporation
may be amended; or (b) these Bylaws may be amended or repealed and new Bylaws may be
adopted by the Board of Directors in accordance with S.C. Code Ann. §33-31-1001 through §33-31-
1030, as amended.

 Any notice of meetings of the Board of Directors at which the Articles of Incorporation are
to be amended, or these Bylaws are to be amended or repealed or new Bylaws adopted shall include
notice of such proposed action and shall contain or be accompanied by a copy or summary of the
proposed amendment.

 Section 8.02. Severability. If any provision of these Bylaws or the application thereof to
any person or circumstance shall be held invalid or unenforceable to any extent by a court of
competent jurisdiction, such provision shall be complied with or enforced to the greatest extent
permitted by law as determined by such court, and the remainder of these Bylaws and the
application of such provision to other persons or circumstances to be affected thereby shall continue
to be complied with and enforced to the greatest extent permitted by law.

 Section 8.03. Articles of Incorporation. The Corporation’s Articles of Incorporation and
the Act (as either may be amended from time to time) are incorporated herein by reference. Any
conflict between the terms of these Bylaws, the Corporation’s Articles of Incorporation or the Act
shall be resolved in the following order: (1) the Act; (2) the Corporation’s Articles of Incorporation;
and (3) these Bylaws.




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 Attachment: Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (6210 : Adoption of Articles of Incorporation, approval of Bylaws
 ARTICLE IX
 REGULATION

 The regulation of the business and conduct of the affairs of the Corporation shall conform to
federal and state income tax laws and any other applicable federal and state law, and such regulation
shall be determined by these Bylaws, as they may be amended from time to time. In the
interpretation of these Bylaws, wherever reference is made to the Internal Revenue Code, the South
Carolina Code or any other statute, or to any section thereof, such reference shall be construed to
mean such code, statute or section thereof, and the regulations thereunder, as the case may be, as
heretofore or hereafter amended or supplemented or as superseded by laws covering equivalent
subject matter.




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 Attachment: Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (6210 : Adoption of Articles of Incorporation, approval of Bylaws
 ARTICLE X
 DISSOLUTION

 Section 10.01. Procedure for Dissolution. The Corporation may be dissolved and its
business and affairs terminated upon a vote of at least two-thirds of the Directors in office at the
time the dissolution is approved at a meeting of which written notice mailed to each Director shall
be given at least ten days previously thereto. Such notice shall state the purpose of the proposed
meeting. After dissolution is approved, Articles of Dissolution shall be filed with the Secretary of
State. Notwithstanding the foregoing, the Corporation shall not be dissolved while any financing
undertaken by the Corporation remains outstanding.

 Section 10.02. Distribution of Corporate Assets. Upon dissolution of the Corporation and
after all its debts and expenses have been paid, all its assets which may be legally so distributed
shall be distributed in conformity with these Bylaws and for the purposes set forth herein and in the
Corporation's Articles of Incorporation. All remaining assets of the Corporation shall be turned
over to one or more organizations which are governmental entities or exempt organizations
described in Sections 501(c)(3) of the Internal Revenue Code or corresponding sections of any prior
or future law.




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 Attachment: Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (6210 : Adoption of Articles of Incorporation, approval of Bylaws
 ARTICLE XI
 MISCELLANEOUS

 Section 11.01. Corporation’s Fiscal Year. The fiscal year of the Corporation shall end on
June 30 of each calendar year unless otherwise determined by the Board of Directors.

 Section 11.02. Notices. Except as otherwise provided by law, whenever any notice is
required to be given to any Director of the Corporation under the provisions of the South Carolina
Code, or under the provisions of the Articles of Incorporation or Bylaws of the Corporation, a
waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or
after the time stated therein, and delivered to the Corporation for inclusion or filing with the minutes
or corporate records, shall be equivalent to the giving of such notice.




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 Attachment: Doc#_43982203_v_3_Bylaws - City of Columbia - CDE Formation (6210 : Adoption of Articles of Incorporation, approval of Bylaws
 I Certify that these Bylaws of the Corporation were duly adopted and ratified by the Board
of Directors of the Corporation at a meeting of the Board of Directors held on ________________,
2020.



__________________________________________
Secretary




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MEETING DATE: September 17, 2020

DEPARTMENT: City Clerk

FROM: Erika Hammond, City Clerk

SUBJECT: Authorization to submit application for recognition of
 exemption under Section 501(c)(3) of the Internal Revenue
 Code to the Internal Revenue Service.
FUNDING SOURCE &
ORIGINAL BUDGET:

FOCUS AREAS: Innovative & High Quality Municipal Services




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MEETING DATE: September 17, 2020

DEPARTMENT: City Clerk

FROM: Erika Hammond, City Clerk

SUBJECT: Authorization to submit application for recognition of
 Community Development Entity status to the Community
 Development Financial Institutions Fund of the United States
 Department of the Treasury (the “CDFI Fund”).
FUNDING SOURCE &
ORIGINAL BUDGET:

FOCUS AREAS: Innovative & High Quality Municipal Services




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