JEFFERSON COUNTY SCHOOL DISTRICT FINANCE CORPORATION

Called Meeting of the Board of Directors
February 13, 2012

This called meeting of the Board of Directors of the Jefferson County School District Finance Corporation was called to order on Monday, February 13, 2012, at the VanHoose Education Center, 3332 Newburg Road, Louisville, Kentucky 40218 at 6:45 p.m.

This action is necessary for the orderly operation of the Corporation.

Donna M. Hargens recommends that the following persons be elected to serve in the offices of the Corporation described below, effective immediately and until their successors are elected and have qualified:

President—Donna M. Hargens;
Vice President—Stephen P. Imhoff;
Secretary—Diane L. Porter;
Director—Larry Hujo;
Director—Debbie Wesslund;
Director—Carol A. Haddad;
Director—Joseph L. Hardesty;
Director—Linda Duncan;
Treasurer—J. Cordelia Hardin;
Assistant Treasurer—Edward D. Muns; and
Assistant Treasurer—Lewis Hammond.

Motion Passed:  Donna M. Hargens recommends that the following persons be elected to serve in the offices of the Corporation described below, effective immediately and until their successors are elected and have qualified: President—Donna M. Hargens; Vice President—Stephen P. Imhoff; Secretary—Diane L. Porter; Director—Larry Hujo; Director—Debbie Wesslund; Director—Carol A. Haddad; Director—Joseph L. Hardesty; Director—Linda Duncan; Treasurer—J. Cordelia Hardin; Assistant Treasurer—Edward D. Muns; and Assistant Treasurer—Lewis Hammond. The recommendation passed with a motion by Mrs. Carol Ann Haddad and a second by Ms. Diane Porter.

This action is necessary for the orderly operation of the Corporation.

President Donna M. Hargens recommends that the minutes of the meeting of the Board of Directors which was held on May 9, 2011, as presented, be and hereby are ratified and approved, and shall be entered into the minute book of the Corporation.

Motion Passed:  President Donna M. Hargens recommends that the minutes of the meeting of the Board of Directors which was held on May 9, 2011, as presented, be and hereby are ratified and approved, and shall be entered into the minute book of the Corporation. The recommendation passed with a motion by Mrs. Carol Ann Haddad and a second by Mrs. Debbie Wesslund.

This action is necessary for the orderly operation of the Corporation.

President Donna M. Hargens recommends that the "Report on Audit of Financial Statements" for the most recent fiscal year of the Corporation, which report has been prepared by Strothman & Company, P.S.C., independent certified public accountants and has been presented to the Board of Directors, be accepted,

Motion Passed:  President Donna M. Hargens recommends that the "Report on Audit of Financial Statements" for the most recent fiscal year of the Corporation, which report has been prepared by Strothman & Company, P.S.C., independent certified public accountants and has been presented to the Board of Directors, be accepted. The recommendation passed with a motion by Ms. Diane Porter and a second by Mr. Larry Hujo.

This action is necessary in order to effect the issuance of the Corporation’s (i) School Building Revenue Bonds, Series 2012A (the “Series 2012A Bonds”) and (ii) School Building Revenue Refunding Bonds, Series 2012B (the “Series 2012B Bonds” and together with the Series 2012A Bonds, the “Bonds”).  The current interest rate on the outstanding bonds to be refunded by the Series 2012B Bonds ranges from 4.00% to 4.50%. The refunding bonds authorized by the attached Resolutions are expected to capture substantial savings available at the current market’s lower long-term interest rates.

President Donna M. Hargens recommends that the Board of Directors approve the attached Bond Issue Approvals and Authorizations.

Motion Passed:  President Donna M. Hargens recommends that the Board of Directors approve the attached Bond Issue Approvals and Authorizations. The recommendation passed with a motion by Mrs. Debbie Wesslund and a second by Mrs. Linda Duncan.

This action is necessary in order to comply with recent changes by the Internal Revenue Service to the reporting requirements for tax-exempt bonds.

President Donna M. Hargens recommends that the Board of Directors approve the attached Post-Issuance Compliance Policies and Procedures for Tax-Exempt Bonds.

Motion Passed:  President Donna M. Hargens recommends that the Board of Directors approve the attached Post-Issuance Compliance Policies and Procedures for Tax-Exempt Bonds. The recommendation passed with a motion by Mrs. Carol Ann Haddad and a second by Ms. Diane Porter.

A motion to adjourn the February 13, 2012, meeting of the Jefferson County School District Finance Corporation

Motion Passed:  A motion to adjourn the February 13, 2012, meeting of the Jefferson County School District Finance Corporation at 6:54 p.m. passed with a motion by Mrs. Carol Ann Haddad and a second by Mr. Stephen Imhoff.