Real Property Transfer Agreement - Affordable HomeMatters Indiana LLC Intend Indiana

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APPROVED AND FILED DIEGO MORALES INDIANA SECRETARY OF STATE 05/03/2024 03:16 PM (d) Resignation. A Manager may resign from his or her position as a Manager at any time by notice to the Member. Such resignation shall become effective when such notice is received, unless a later effective date is specified in such notice. (e) Vacancy. Any vacancy in a Manager position shall be filled by appointment of the Member. An individual chosen to fill a vacancy shall serve the unexpired term of his or her predecessor in office. Any position on the Board of Managers to be filled by reason of an increase in the number of Managers shall be filled by the Member. A Manager chosen to fill a position resulting from an increase in the number of Managers shall hold office until the next annual meeting of the Member and until his or her successor has been duly appointed and qualified. 0 Community Housing Development Organization Designation and Requisite Board Representation. Notwithstanding any other provisions herein, the Company is organized and at all times thereafter shall be operated as a Community Housing Development Organization ("CHDO") as defined in 24 CFR § 92.2, as amended from time to time (the "CHDO Statute"). Therefore, at all times the Company shall maintain accountability to low-income community residents of the Service Area by maintaining at least one-third (1/3) of its Board of Managers seats for "residents of low- income neighborhoods, other low-income community residents, or elected representatives of low- income neighborhood organizations" as detailed in the CHDO Statute. Moreover, in no event shall more than one-third (1/3) of the Company's Board of Managers be public officials, government employees, or an appointee of a governmental entity. Additionally, the Company shall maintain a formal advisory process that allows low-income program beneficiaries to contribute on decisions regarding the design, location, development, and management of affordable housing projects. For the sake of clarity and avoidance of doubt, if the terms of this Operating Agreement conflict with the CHDO organizational or operational requirements as defined in the CHDO Statute, the terms of the CHDO Statute shall control. each of whom shall be appointed by the Member. Section 4.2. Powers of the Board of Managers. Subject to the power and direction of the Member, the Board of Managers shall have the right and authority to take all actions which the Board of Managers deem necessary, useful or appropriate for the governance of the Company and may exercise all powers of the Company and perform all lawful acts as are required by the Articles of Organization, this Agreement or the Act, directed or required to be exercised or done by the Member. The Board of Managers shall act by affirmative vote of a majority of the Managers in making decisions of the Company. Except to the extent that the Member may determine otherwise, the authority to execute agreements and other instruments on behalf of the Company shall be vested in the Officers. Section 4.3. Meetings of the Board of Managers. Meetings of the Board of Managers may be called by the Managers or by the Member. The person(s) who call the meeting shall deliver or mail written notice stating date, time and place of any Board of Managers' meeting at least two (2) days before the date of the meeting. Section 4.4. Action by the Company. The Company shall act only by or under the authority of its Member. Section 4.5. Delegation of Certain Management Authority. The Member may delegate to one or more officers of the Company or one or more employees, if any, of the Company any management responsibility or authority. Subject to the discretion of the Member, the Chief Executive 0 - Page 8 of 23 -