The following Resolution was offered by Crawford and seconded by Hamilton:
RESOLUTION
A RESOLUTION PROVIDING FOR THE INCURRING OF DEBT AND ISSUANCE OF NOT TO EXCEED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) OF REVENUE ANTICIPATION NOTE, SERIES 2025 (THE "NOTE"), OF THE MADISON PARISH SCHOOL BOARD, STATE OF LOUISIANA; PRESCRIBING THE FORM, TERMS AND CONDITIONS OF SAID NOTE; DESIGNATING THE DATE, DENOMINATION AND PLACE OF PAYMENT OF SAID NOTE; PROVIDING FOR THE PAYMENT THEREOF IN PRINCIPAL AND INTEREST; PROVIDING FOR THE ACCEPTANCE OF AN OFFER FOR THE ACQUISITION OF SAID NOTE; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
WHEREAS, the Madison Parish School Board, State of Louisiana, a political subdivision of the State of Louisiana (the "State") and the governing authority of the Madison Parish School District (the "Issuer"), is organized and existing pursuant to the Constitution and laws of the State; and
WHEREAS The Issuer’s 2026/27 Annual Budget demonstrates that (i) the anticipated working capital expenditures of the Issuer exceed the "available amounts" for that purpose by more than the amount of the proceeds of the Note and (ii) the cumulative cash flow deficit as defined in Section 148(f)(4)(B)(iii)(II) of the Internal Revenue Code of 1986, as amended (the "Code") to be financed with the Note will exceed 90% of the proceeds of the Note within six (6) months of the issuance of the Note not taking into account any "reasonable working capital reserve" as defined in Reg. 1.148-6(d)(3)(iii)(B) of the Code; and
WHEREAS, Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Act"), and other statutory authority supplemental thereto, authorize public entities, such as the Issuer, to pay current expenses and other operating costs by anticipating their future revenues and to borrow money to pay these expenses and costs; and
WHEREAS, pursuant to and under the authority of the Act the Issuer desires to incur debt and issue, in the aggregate principal amount, not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) of Revenue Anticipation Note, Series 2025 (the "Note") for the purposes of: (i) paying current expenses and other operating costs, and (ii) paying the costs of issuance of the Note (together, the "Authorized Purposes"); and
WHEREAS, the Note will be a special and limited revenue obligation of the Issuer, secured by and payable from, collectively, the funds, income, revenues, fees, receipts or charges of any nature from any source whatsoever on deposit, with or accruing from time to time to the Issuer, provided that no such funds, income, revenue, fees, receipts or charges shall be so included in this definition which have been or are in the future legally dedicated and required for other purposes by the electorate, by the terms of specific grants, by the terms of particular obligations issued or to be issued (to the extent pledged or budgeted to pay debt service on such other obligations) or by operation of law (the "Legally Available Revenues"), including proceeds to be derived by the Issuer from the levy and collection of a 5 mills ad valorem tax pursuant to Article VIII, Section 13(C) of the Constitution of the State of Louisiana of 1974, as amended (the "Constitutional Ad Valorem Tax") on the dollar assessed valuation of all property subject to taxation within the geographical boundaries of the Parish of Madison (the "Parish") for the support of elementary and secondary schools in the Parish (said rate having been adjusted and/or subject to adjustment from time to time due to reassessment); and
WHEREAS, the Issuer will herein obligate itself and its successors in office to budget and set aside annually adequate funds for the payment of the Note in principal and interest falling due on such Note for the year; and
WHEREAS, it is the desire of this Governing Authority to fix the details necessary with respect to the issuance of the Note and to provide for its authorization and issuance; and
WHEREAS, it is the further desire of this Governing Authority to provide for the delivery of the Note at the price and in the manner hereinafter provided.
NOW, THEREFORE, BE IT RESOLVED, by Issuer, that:
SECTION 1. Definitions. As used herein, the terms used herein shall have the meanings ascribed to such terms as set forth in Exhibit "A" attached hereto, unless the context otherwise requires.
SECTION 2. Authorization of the Note. In compliance with and under the authority of the Act, and other constitutional and statutory authority there is hereby authorized the incurring of an indebtedness of not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000), on behalf of and in the name of the Issuer, for the Authorized Purposes, and to represent the said indebtedness, the Issuer does hereby authorize the issuance of the Note. The Note shall be in fully registered form, shall be dated the date of delivery thereof, shall be in the Authorized Denominations, and shall be issued in the form of one (1) Term Note as follows:
$2,500,000 Term Note, 4.85%, Due November 20, 2026
The outstanding principal balance of the Note shall bear interest at a per annum rate of interest equal to 4.85% on the outstanding principal balance from the First Draw Date or the most recent date to which interest has been paid or duly provided for, at the interest rate set forth above based on a 365/360 day basis (a year of 360 days and the actual number of days elapsed) interest calculation basis, with a payment of interest-only due on May 20, 2026. The full outstanding principal balance plus accrued and unpaid interest shall be due and payable at maturity on November 20, 2026.
The principal of the Note, upon maturity or redemption, shall be payable at the principal office of the Issuer, upon presentation and surrender thereof, and interest on the Note will be payable by wire transfer or check mailed by the Issuer to the Owner (determined as of the Record Date) at the address shown on the Note Register; provided, however that so long as the Lender is the Owner of the Note, all payments on the Note shall be made by wire or other form of electronic payment in accordance with written instructions provided by the Lender or, with the Lender's consent, by such other commercially reasonable method of payment. Each Note delivered under this Resolution upon transfer or in exchange for or in lieu or any other Note shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note, and each such Note shall bear interest (as herein set forth) so that neither gain nor loss in interest shall result from such transfer, exchange or substitution. No Note shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Note a Certificate of Authentication, substantially in the form provided in this Resolution, executed by the Secretary-Superintendent by manual, electronic or facsimile signature. Notwithstanding anything herein to the contrary, presentment of the Note shall not be required for regularly scheduled payments of principal or interest other than at final maturity.
Upon the occurrence and continuation of any default by the Issuer in payment of principal or interest or any other covenant or obligation under this Resolution, from and after the date of such default, the interest rate on the Note shall be established at a rate equal to the Default Rate. Additionally, in the event a Taxable Date occurs, the Issuer hereby agrees to pay to each Owner on demand therefor (i) an amount equal to the difference between (A) the amount of interest paid to such Owner on the Note during the period in which interest on the Note is includable in the gross income of such Owner beginning on the Taxable Date (the "Taxable Period") and (B) the amount of interest that would have been paid to such Owner during such Taxable Period had the Note borne interest at the Taxable Rate, and (ii) an amount equal to any interest, penalties or charges owed by such Owner as a result of interest on the Note becoming includable in the gross income of such Owner, together with any and all attorneys’ fees, court costs, or other out of pocket costs incurred by such Owner in connection therewith.
SECTION 3. Disbursement of Proceeds. The principal amount of the Note shall be disbursed to the Issuer on a draw down basis pursuant to requisitions submitted to the Lender in substantially the form of Exhibit "C" as follows: (i) an initial draw shall occur on the closing date in an amount not less than $1,500,0000 (the "First Draw Date"); (ii) the Issuer may not request more than one draw per calendar month; (iii) no draws shall be permitted on the final maturity date; and (iv) following the First Draw Date, draws shall be for in Authorized Denominations. Interest will accrue only against principal amounts drawn and outstanding.
SECTION 4. Registration. The Note Register shall be kept by the Issuer. The Note may be transferred, registered and assigned only on the Note Register, and such registration shall be at the expense of the Issuer.
The Note may be assigned by the execution of an assignment form on the Note or by other instruments of transfer and assignment acceptable to the Issuer. A new Note will be delivered by the Issuer to the last assignee (the new Owner) in exchange for such transferred and assigned Note after receipt of the Note to be transferred in proper form. Transfer of the Note shall be limited to (a) affiliates of the Lender, or (b) one or more banks, insurance companies, trusts, custodians or other financial institutions and their affiliates.
SECTION 5. Form of the Note. The Note and the endorsements to appear thereon shall be in substantially the form of Exhibit "B" attached hereto.
SECTION 6. Execution of the Note. The Note shall be signed by the Secretary-Superintendent, President, Fiscal Administrator and/or any other authorized representative of the Issuer (collectively or individually, an "Authorized Representative") for, on behalf of, and in the name of the Issuer, which signatures may be either manual, electronic, or facsimile.
SECTION 7. Pledge and Dedication of Revenues. The Issuer hereby irrevocably pledges, assigns and dedicates (i) Legally Available Revenues; and (ii) proceeds to be derived by the Issuer from the levy and collection of the Constitutional Ad Valorem Tax as security for repayment of principal and interest on the Note.
Until the Note shall have been paid in full in principal and interest, the Issuer does hereby obligate itself and its successors in office, to budget annually a sum of money sufficient to pay the Note and the interest thereon as they come due, including any principal and/or interest theretofore matured and then unpaid, and to collect other revenues within limits prescribed by law, sufficient to pay the principal of and interest on the Note after payment in such years of all statutory, necessary and usual charges for the current year.
SECTION 8. Audit. As long as the Note is outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year. Not later than twelve months after the close of each Fiscal Year, the Issuer shall cause an audit (the "Audit") of its books and accounts to be made by the Legislative Auditor or an independent firm of certified public accountants showing the receipts and disbursements made by the Issuer during the previous Fiscal Year. Such audit shall be available for inspection by any Owner. Upon request, the Issuer shall furnish or cause to be furnished to the Lender, at the Issuer’s expense, as soon as available after the close of each fiscal year, the Audit, all in reasonable detail, with supporting schedules, audited by and with the report of the Issuer’s auditor, which may be in electronic .pdf format. In the event the Audit is filed on the MSRB’s "EMMA" website, to satisfy this requirement the Issuer may email a link to the posted Audit to the Lender. The electronic Audit or EMMA link may be sent to the following email address (or such other address as the Issuer supplies to the Lender in writing): copfinformation@capitalone.com. In the event that the Audit is not available, the Issuer will furnish unaudited financial statements to the Lender in the manner described in this Section, and will then supply the Audit immediately upon the availability thereof..
SECTION 9. Application of Proceeds. The Authorized Representatives are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the Note to be printed, to issue, and execute the Note, and to effect delivery thereof as hereinafter provided. The proceeds derived from the Note shall be deposited in a deposit account held and maintained by Capital One, National Association and applied for the purposes set forth in this Resolution.
SECTION 10. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owner(s) from time to time of the Note, and any such Owner(s) may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Issuer as a result of issuing the Note.
No modification or amendment of this Resolution, or of any Resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owner(s).
SECTION 11. Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Note shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Note, but this Resolution and the Note shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provisions enacted after the date of this Resolution which validate or make legal any provision of this Resolution and/or the Note which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Note.
SECTION 12. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Note and having determined the same to be regular, the Note shall contain the following recital, to-wit:
"It is certified that this Note is authorized by and issued in conformity with the requirements of the constitution and statutes of the State of Louisiana."
SECTION 13. Effect of Registration. The Issuer and any agent of the Issuer may treat the Owners in whose name any Note is registered as the Owners of such Note for the purpose of receiving payment of the principal of and interest on such Note and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, nor any agent of the Issuer shall be affected by notice to the contrary.
SECTION 14. Notices to Owners. Wherever this Resolution provides for notice to Owners of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Notes, at the address of such Owner as it appears in the Note Register. In any case where notice to Owners is given by mail, neither the failure to mail such notice to any Owner, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Note. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be equivalent of such notice. Waivers of notice by Owners shall be filed with the Issuer, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 15. Cancellation of the Note. The Note surrendered for payment, redemption, transfer, exchange or replacement shall be delivered to the Issuer and promptly canceled.
SECTION 16. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal of and interest on the Note, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners shall thereupon cease, terminate, and become void and be discharged and satisfied.
SECTION 17. Disclosure Under SEC Rule 15c2-12. (a) It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c2-12(b) of the Securities and Exchange Commission (17-CFR Section 240.15c212(b), because the Note is not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities.
SECTION 18. Arbitrage. Under the provisions of Section 148(f)(4)(B)(iii) of the Code , and 1.148-7(c) of the regulations, the Note will not be subject to the arbitrage rebate provisions of the Code, since the proceeds of the Note will be deemed to be expended for governmental purposes within six months of the date of Note and/or any draws under the Note. The Issuer covenants and agrees that, to the extent permitted by the laws of the State, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Note under the Code. The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Note or any other funds of the Issuer to be used directly or indirectly in the manner, the effect of which would be to cause the Note to be an "arbitrage bond" or would result in the inclusion of the interest on any of the Note in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Note proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Note in a manner which would cause the Note to be a "private activity bond".
The Authorized Representatives are hereby empowered, authorized and directed to take any and all action and to execute and deliver any instrument, document or certificate necessary to effectuate the purposes of this Section.
SECTION 19. Qualified Tax-Exempt Obligations. The Note is designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:
(a) the Note is not a "private activity bond" within the meaning of the Code; and
(b) the reasonably anticipated amount of qualified tax-exempt obligations which will be issued by the Issuer and all subordinate entities in calendar year 2025 does not exceed $10,000,000.
SECTION 20. Role of Lender. The Lender and its representatives are not registered municipal advisors and do not provide advice to municipal entities or obligated persons with respect to municipal financial products or the issuance of municipal securities (including regarding the structure, timing, terms and similar matters concerning municipal financial products or municipal securities issuances) or engage in the solicitation of municipal entities or obligated persons for the provision by non-affiliated persons of municipal advisory services and/or investment advisory services. With respect to any information, materials or communications provided by the Lender: (a) the Lender and its representatives are not recommending an action to any municipal entity or obligated person; (b) the Lender and its representatives are not acting as an advisor to any municipal entity or obligated person and do not owe a fiduciary duty pursuant to Section 15B of the Securities Exchange Act of 1934 to any municipal entity or obligated person with respect to the Note, information, materials or communications; (c) the Lender and its representatives are acting for their own interests; and (d) the Issuer has been informed that the Issuer should discuss the Note and any such other information, materials or communications with any and all internal and external advisors and experts that the Issuer deems appropriate.
SECTION 21. Privately Negotiated Loan. The Issuer acknowledges and agrees that the Lender is acquiring the Note as evidence of a privately negotiated loan and in that connection the Note shall not be (i) assigned a separate rating by any municipal securities rating agency, (ii) registered with The Depository Trust Company or any other securities depository, (iii) issued pursuant to any type of offering document or official statement or (iv) assigned a CUSIP number by Standard & Poor’s CUSIP Service. At closing, the Lender will provide a Lender Letter prior to delivery of the Note. In the event the Issuer delivers or permits, authorizes or consents to the delivery of this Resolution or the other documents relating to the Note (the "Note Documents") to any person for delivery to the Municipal Securities Rulemaking Board, prior to such delivery the Issuer agrees that it shall redact such information specifically relating to the Lender, including the following sensitive or confidential information about the Lender: address and account information of the Lender or any affiliates, e-mail addresses, telephone numbers, facsimile numbers, names and signatures of officers, employees and signatories of the Lender or its affiliates. Only such copy of the Note Documents reflecting such redacted material shall be delivered to the Municipal Securities Rulemaking Board. The Issuer acknowledges and agrees that the Lender is not responsible for the Issuer’s or any other entity’s (including, but not limited to, any broker-dealer’s) compliance or noncompliance (or any claims, losses or liabilities arising therefrom) with any continuing disclosure undertaking, similar agreement or applicable securities or other laws, including but not limited to those relating to Rule 15c2-12 under the Securities and Exchange Act of 1934, as amended.
SECTION 22. Waiver of Jury Trial. Each of the Issuer and the Lender hereby waive any and all right to a trial by jury in any proceeding to review actions by the Issuer as a municipal body under Louisiana Code of Civil Procedure Article 1732(5) and other constitutional and statutory authority, including matters with respect to any controversy or claim between the Issuer and the Lender, whether arising in contract or tort or by statute, including but not limited to any controversy or claim that arises out of or relates to this Resolution, the Note or any related document.
SECTION 23. US Patriot Act. The Issuer represents and warrants to the Lender that neither it nor any of its principals, shareholders, members, partners or affiliates, as applicable, is a Person named as a Specially Designated National and Blocked Person (as defined in Presidential Executive Order 13224) and that it is not acting, directly or indirectly, for or on behalf of such person. The Issuer further represents and warrants to the Lender that the Issuer and its principals, shareholders, members, partners or affiliates, as applicable, are not directly or indirectly, engaged in, nor facilitating, the transactions contemplated by this transaction on behalf of any Person named as a Specially Designated National and Blocked Person.
SECTION 24. Municipal Advisor. Government Consultants of Louisiana, Inc. of Baton Rouge, Louisiana is hereby appointed and employed as municipal advisor (the "Municipal Advisor") in connection with the Note, any compensation to be subsequently approved by this Governing Authority and to be paid from the proceeds of the Note, contingent upon issuance of the Note.
SECTION 25. Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.
SECTION 26. Award of the Note. The Issuer hereby accepts the offer submitted by the Lender as the initial Owner of the Note. The Note shall be delivered to said Lender upon the payment of the initial draw as provided herein.
SECTION 27. Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 28. Effective Date. This Resolution shall become effective immediately.
The Resolution having been submitted to a vote, the vote hereon was as follows:
YEAS:
NAYS:
ABSTAIN:
ABSENT:
THUS DONE, adopted and signed on this the 20th day of October, 2025.
/s/ Dr. Charlie Butler /s/ Eddie Fountain
Superintendent – Secretary President
APPROVED
/s/ Debbie Finlay
Fiscal Administrator
STATE OF LOUISIANA
PARISH OF MADISON
I, the undersigned Superintendent - Secretary of the Madison Parish School Board, State of Louisiana, do hereby certify that the foregoing constitutes a true and correct copy of:
A RESOLUTION PROVIDING FOR THE INCURRING OF DEBT AND ISSUANCE OF NOT TO EXCEED TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000) OF REVENUE ANTICIPATION NOTE, SERIES 2025 (THE "NOTE"), OF THE MADISON PARISH SCHOOL BOARD, STATE OF LOUISIANA; PRESCRIBING THE FORM, TERMS AND CONDITIONS OF SAID NOTE; DESIGNATING THE DATE, DENOMINATION AND PLACE OF PAYMENT OF SAID NOTE; PROVIDING FOR THE PAYMENT THEREOF IN PRINCIPAL AND INTEREST; PROVIDING FOR THE ACCEPTANCE OF AN OFFER FOR THE ACQUISITION OF SAID NOTE; AND PROVIDING FOR OTHER MATTERS IN CONNECTION THEREWITH.
IN FAITH WHEREOF, witness my official signature on this, the 20TH day of October, 2025.
/s/ Dr. Charlie Butler
Superintendent – Secretary
Published in the Madison Journal in Tallulah, Louisiana for a total cost of $1,265.34 on October 30, 2025
