2012-04-05

THE VERNON PARISH SCHOOL BOARD CONVENED IN REGULAR SESSION AT 10:00 A.M. ON APRIL 5, 2012 AT 201 BELVIEW ROAD, LEESVILLE, LOUISIANA. PRESIDENT PERKINS CALLED THE MEETING TO ORDER AND ON ROLL CALL THE FOLLOWING MEMBERS WERE PRESENT:

On motion of Mel Harris, seconded by Vernon Travis, the Board voted to approve the minutes of March 13, 2012 regular meeting and dispense with the reading of the minutes.

These employees were congratulated by the Board and presented with a plaque and monetary gift in appreciation for their dedication and hard work.

These outstanding teachers were presented plaques and congratulated by the Board for their dedication and hard work.

These students were presented tote bags in their school colors and congratulated by the Board for their accomplishment. The following students are Parish Winners: Conner Donaldson, Easton Vinson, and Courtney Wright.

On motion of Vernon Travis, seconded by John Blankenbaker, the Board voted to receive bids for One Million Six Hundred Thousand Dollars ($1,600,000) of Certificates of Indebtedness, Series 2012.

The following resolution was offered by Randi Gleason and was seconded by Vernon Travis:

A resolution providing for the incurring of debt and issuance of One Million Six Hundred Thousand Dollars ($1,600,000) of Certificates of Indebtedness, Series 2012, of the Parish School Board of the Parish of Vernon, State of Louisiana; prescribing the form, terms and conditions thereof and providing for the payment thereof; awarding such certificates to the purchaser thereof; and providing for other matters in connection therewith.

WHEREAS, the Budget of the Parish School Board of the Parish of Vernon, State of Louisiana (the "Issuer"), for the fiscal year ending June 30, 2012, shows an excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year, sufficient to meet the maximum principal and interest requirements in any future year on the Certificates of Indebtedness authorized herein (the "Certificates"), and the Issuer will herein obligate itself and its successors in office to budget and set aside annually adequate funds for the payment of the Certificates in principal and interest in future years; and

WHEREAS, Sections 2921 to 2925, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended (R.S. 33:2921-2925) (the"Act"), authorize the Issuer to make and enter into contracts dedicating the excess of annual revenues of subsequent years above statutory, necessary and usual charges to the payment of the cost of public improvements or other obligations which are to be borne by the Issuer under such contracts; and

WHEREAS, pursuant to and in accordance with the foregoing, the Issuer now desires to incur debt and issue One Million Six Hundred Thousand Dollars ($1,600,000) of its Certificates of Indebtedness, Series 2012, in the manner authorized and provided by the Act for the purpose of paying costs of acquiring school buses and costs of issuance of the Certificates; and

WHEREAS, the Issuer is not now a party to any contract pledging or dedicating its excess of annual revenues above statutory, necessary and usual charges; and

WHEREAS, the State Bond Commission approved the issuance of the Certificates at its March 15, 2012 meeting; and

WHEREAS, it is the desire of the Issuer to fix the details necessary with respect to the issuance of the Certificates and to provide for the authorization and issuance thereof; and

NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Vernon, State of Louisiana, the governing authority of the Parish of Vernon, State of Louisiana (the AParish") for school purposes, that:

SECTION 1) Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:

"Act" means Sections 2921 to 2925, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.

"Certificate" means any certificate of indebtedness of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any certificate previously issued.

"Certificates" means the Issuer's Certificate of Indebtedness, Series 2012, authorized by this Resolution, in the aggregate principal amount of One Million Six Hundred Thousand Dollars ($1,600,000).

"Certificate Register" means the records kept by the Paying Agent at its principal corporate office in which registration of the Certificates and transfers of the Certificates shall be made as provided herein.

"Executive Officers" means, collectively, the President and Secretary of the Issuer.

"Fiscal Year" means the one-year accounting period beginning July 1 of each year, or such other accounting period as may be designated by the Issuer as the fiscal year of the Issuer.

"Government Securities" means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.

"Interest Payment Date" means May 1 and November 1 of each year, commencing November 1, 2012.

"Issuer" means the Parish School Board of the Parish of Vernon, State of Louisiana.

"Outstanding" when used with respect to Certificates means, as of the date of determination, any Certificates theretofore issued and delivered under this Resolution, except:

1. Certificates theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;

2. Certificates for which payment sufficient funds have been theretofore deposited in trust for the owners of such Certificates;

3. Certificates in exchange for or in lieu of which other Certificates have been registered and delivered pursuant to this Resolution;

4. Certificates alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Resolution or by law; and

5. Certificates for the payment of the principal of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution;

"Owner" or "Owners"when used with respect to any Certificates means the Person in whose name such Certificates is registered in the Certificate Register.

"Paying Agent" means Whitney Bank, in the city of Baton Rouge, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution and thereafter "Paying Agent" shall mean such successor Paying Agent.

"Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Purchaser" means Whitney Bank, in the City of New Orleans, Louisiana, the original purchaser of the Certificates.

"Record Date" for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.

"Resolution" means this resolution authorizing the issuance of the Certificates, as it may be supplemented and amended.

SECTION 2) Authorization of Certificates; Maturities. In compliance with the terms and provisions of the Act and other constitutional and statutory authority, there is hereby authorized the incurring of an indebtedness of One Million Six Hundred Thousand Dollars ($1,600,000) for, on behalf of, and in the name of the Issuer, to pay costs of acquiring school buses and costs of issuance of the Certificates. The Certificates shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in denominations corresponding to the principal amount of each maturity (one Certificate per maturity), and shall be numbered from R-1 upward. The Certificates shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, at the following rates of interest per annum and shall become due and payable and mature serially on May 1 of the years and in the amounts, as follows:

The principal of the Certificates upon maturity, shall be payable at the principal office of the Paying Agent upon presentation and surrender thereof and interest on the Certificates shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Certificate Register. Each Certificate delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate, and each such Certificate shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.

No Certificate shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Certificate a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.

SECTION 3) Certificates Not Callable for Redemption. The Certificates are not callable for redemption prior to their stated maturities.

SECTION 4) Registration and Transfer. The Issuer shall cause the Certificate Register to be kept by the Paying Agent. The Certificates may be transferred, registered and assigned only on the Certificate Register, and such registration shall be at the expense of the Issuer. A Certificate may be assigned by the execution of an assignment form on the Certificate or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Certificate or Certificates will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Certificates after receipt of the Certificates to be transferred in proper form. Such new Certificate or Certificates shall be in an authorized denomination of the same maturity and like principal.

SECTION 5) Form of Certificates. The Certificates and the endorsements to appear thereon shall be in substantially the following forms, respectively, to-wit:

The Parish School Board of the Parish of Vernon, State of Louisiana (the "Issuer"), promises to pay, but solely from the source and as hereinafter provided, to:

or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Certificate Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable on May 1 and November 1 of each year, commencing November 1, 2012 (each an "Interest Payment Date"), at the Interest Rate per annum set forth above until said Principal Amount is paid. The principal of this Certificate, upon maturity or redemption, is payable in lawful money of the United States of America at the principal office of Whitney Bank, in the City of Baton Rouge, Louisiana, or successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Certificate is payable by check mailed by the Paying Agent to the registered owner (determined as of the close of business on the 15th calendar day of the month next preceding each Interest Payment Date) at the address as shown on the registration books of the Paying Agent.

This Certificate is one of an authorized issue aggregating in principal the sum of One Million Six Hundred Thousand Dollars ($1,600,000) of Certificates of Indebtedness, Series 2012, of the Issuer (the "Certificates") all of like tenor and effect except as to number, denomination, interest rate and maturity, the Certificates having been issued by the Issuer pursuant to a resolution adopted by it on April 5, 2012 (the "Resolution"), to pay costs of acquiring school buses and costs of issuance of the Certificates, under the authority conferred by Sections 2921 to 2925, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.

The Certificates are not callable for redemption prior to their stated maturity dates.

The Issuer shall cause to be kept at the principal office of the Paying Agent a register (the "Certificate Register") in which registration of the Certificates and of transfers of the Certificates shall be made as provided in the Resolution. This Certificate may be transferred, registered and assigned only on the Certificate Register, and such registration shall be at the expense of the Issuer. This Certificate may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent.

This Certificate and the issue of which it forms a part, is secured by and payable as to principal and interest solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the fiscal years during which the Certificates are outstanding. The Issuer has covenanted and agreed and does hereby covenant and agree to budget annually a sum of money sufficient to pay the principal and interest on the Certificates as the same respectively become due, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and the interest on the Certificates after the payment in such years of all such statutory, necessary and usual charges. The Issuer, in the Resolution, has also entered into certain other covenants and agreements with the registered owners of the Certificates, including a provision for the issuance of pari passu obligations under certain conditions and restrictions, for the terms of which reference is made to the Resolution.

This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.

It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part to constitute the same legal, binding and valid obligations of the Issuer have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Certificate and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitution and statutes of the State of Louisiana.

IN WITNESS WHEREOF, the Issuer has caused this Certificate to be executed in its name by the signatures of its President and its Secretary, and its corporate seal to be impressed hereon.

This Certificate is one of the Certificates referred to in the within mentioned Resolution.

the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney or agent to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises.

NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlargement or any change whatever.

SECTION 6) Execution of Certificates. The Certificates shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile.

SECTION 7) Pledge and Dedication of Revenues. The Certificates shall be secured by and payable solely from a pledge and dedication of the excess of annual revenues of the Issuer above statutory, necessary and usual charges in each of the Fiscal Years during which the Certificates are outstanding, and there is hereby irrevocably pledged and dedicated to the payment of the Certificates an amount of such excess of annual revenues sufficient to pay same in principal and interest as they respectively mature. Until the Certificates shall have been paid in full in principal and interest, this Governing Authority does hereby obligate the Issuer, itself and its successors in office, to budget annually a sum of money sufficient to pay the Certificates and the interest thereon as they respectively mature, including any principal and/or interest theretofore matured and then unpaid, and to levy and collect in each year taxes and to collect other revenues within the limits prescribed by law, sufficient to pay the principal of and interest on the Certificates, after payment in such years of all the said statutory, necessary and usual charges of the Issuer for the then current year.

SECTION 8) Parity Certificates. The Issuer shall issue no other certificates of indebtedness or debt obligations of any kind or nature payable from or enjoying a lien on the excess of annual revenues having priority over or parity with the Certificates, except that additional certificates or debt obligations may hereafter be issued on a parity with the Certificates under the following conditions:

(1) Additional certificates of indebtedness or debt obligations may be issued on and enjoy a full and complete parity with the Certificates with respect to the excess of annual revenues, provided that the anticipated excess of annual revenues (including fund balances) in the year in which the additional certificates of indebtedness or debt obligations are to be issued, as reflected in the budget adopted by the Issuer, must be at least 1.20 times the combined principal and interest requirements for any calendar year on the Certificates and the said additional certificates of indebtedness.

(2) The Issuer must be in full compliance with all covenants and undertakings in connection with the Certificates and there must be no delinquencies in payments required to be made in connection therewith.

(3) The additional certificates must be payable as to principal on May 1st of each year, commencing not more than 2 years from the date thereof, and payable as to interest on May 1 and November 1.

(4) Compliance with the requirements of clauses (1) and (2) of this Section must be evidenced by a certificate of the Secretary of the Issuer at the time of delivery of such additional indebtedness.

(5) Junior and subordinate certificates of indebtedness may be issued without restriction.

SECTION 9) Sinking Fund. For the payment of the principal of and the interest on the Certificates and any additional parity certificates of indebtedness, there is hereby created a special fund known as "Certificates of Indebtedness (2012) Sinking Fund", said Sinking Fund to be established and maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund monthly in advance on or before the 20^th day of each calendar month, commencing May, 2012, a sum equal to one-sixth (1/6) of the interest falling due on the Certificates on the next Interest Payment Date and a sum equal to one-twelfth (1/12) of the principal falling due on the Certificates on the next principal payment date, together with such additional proportionate sum as may be required to pay said principal and interest as the same become due. The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent at least three (3) days in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have actually been set aside out of the revenues of any month sufficient to make the required amounts in the said Sinking Fund established by this Resolution, then any excess of annual revenues remaining in that month shall be free for expenditure by the Issuer for any other lawful corporate purpose.

All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.

All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added to the General Fund of the Issuer.

SECTION 10) Budget; Audit. As long as any of the Certificates are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the beginning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Paying Agent and the Purchaser; the Issuer shall also furnish a copy of such budget to any Owner who requests the same. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an 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, and a copy of such audit shall be furnished to the Purchaser.

SECTION 11) Application of Proceeds. The Executive Officers 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 Certificates to be prepared or printed, to issue, execute and seal the Certificates, and to effect delivery thereof as hereinafter provided. The proceeds derived from the sale of the Certificates shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the purposes for which the Certificates are issued.

SECTION 12) Certificates Legal Obligations. The Certificates shall constitute legal, binding and valid obligations of the Issuer and shall be the only representations of the indebtedness as herein authorized and created.

SECTION 13) Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates, and any such Owner or Owners 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 Certificates.

No material 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 Owners of two-thirds (2/3) of the aggregate principal amount of the Certificates then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Certificates, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Certificates as the same shall come due from the revenues appropriated, pledged and dedicated to the payment thereof by this Resolution, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of the Owners.

SECTION 14) Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Certificates 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 Certificates, but this Resolution and the Certificates 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 Certificates which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Certificates.

SECTION 15) Recital of Regularity. The Issuer having investigated the regularity of the proceedings had in connection with the Certificates and having determined the same to be regular, the Certificates shall contain the following recital, to-wit:

"It is certified that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana."

SECTION 16) Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Certificate is registered as the Owner of such Certificate for the purpose of receiving payment of the principal of and interest on such Certificate and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION 17) 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 Certificates, at the address of such Owner as it appears in the Certificate Register. In any case where notice to Owners is given by mail, neither the failure to mail such notice to any particular Owner, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. 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 the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 18) Cancellation of Certificates. All Certificates surrendered for payment shall be promptly canceled by either the Paying Agent or the Issuer. All canceled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION 19) Discharge of Resolution; Deficiency. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the principal of and interest on the Certificates, 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 Owner shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

Certificates or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.

SECTION 20) Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 21) Disclosure Under SEC Rule 15c2-12. 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 '240.15c2-12(b)], because:

(a) the Certificates are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities; and

(b) the Certificates are in denominations of $100,000 or more and are being sold to no more than two financial institutions which (i) have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Certificate and (ii) are not purchasing said Certificates for more than one account or with a view to distributing same.

SECTION 22) Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the requirements of the Internal Revenue Code of 1986 and any amendment thereto (the "Code") in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Certificates 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 Certificates or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Certificates to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Certificates in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Certificate 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 Certificates in a manner which would cause the Certificates to be "private activity bonds".

The Executive Officers 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 23) Qualified Tax-Exempt Obligations. The Certificates are designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code. In making this designation, the Issuer finds and determines that:

(a) the Certificates are not "private activity bonds" 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 2012 does not exceed $10,000,000.

SECTION 24) Publication. A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.

SECTION 25) Award of Certificates. The Issuer hereby accepts the offer of the Purchaser attached as Exhibit "A" hereto. The Certificates shall be delivered to the Purchaser upon the payment of the principal amount thereof plus accrued interest from the date of the Certificates to the date of delivery thereof, if any.

SECTION 26) Compliance with State Bond Commission Swap Policy. By virtue of Issuer=s application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission=s approval requested herein, this Governing Authority resolves that it understands and agrees that such approval is expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the AState Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.@, adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby.

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.

This Resolution having been submitted to a vote, the vote thereon was as follows:

Member

Yea

Nay

Absent

Abstaining

Randi Gleason

Mel Harris

Robert Pynes, Jr.

Doug Brandon

Steve Woods

Jerry L. Jeane

Richard Schwartz

Randy Martin

Michael Perkins

Vernon Travis

John Blakenbaker

Gerald Cooley

Mel Harris reported that the Salary/Personnel Committee had met and reviewed the personnel changes for April and would make its recommendation to the Board on April 12, 2012.

In other business, Superintendent Self stated that the tentative school calendar for 2012-2013 was in Board folders and approval for this calendar would be on the April 12^th Agenda. Superintendent Self also reminded Board Members of their Financial Disclosure Statements and of the Finance Committee meeting on April 12^th at 9:15AM.

On motion of Richard Schwartz, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board wish to express their sympathy to the family of Henry “Sottie” Harvey who recently passed away; and

WHEREAS, Mr. Harvey was a retired bus driver for Evans High School with thirty-five years of dedicated service; and

WHEREAS, Mr. Harvey was a graduate of Evans High School and he will be greatly missed by his family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to his family at this time of sadness.

On motion of , seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board take this means to express their sympathy to the family of Alice McShane who recently passed away; and

WHEREAS, Mrs. McShane was the mother of Barbara Stainback, retired Principal at Leesville Jr. High School; and

WHEREAS, Mrs. McShane was a longtime resident of Leesville and she will be greatly missed by her family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

On motion of Vernon Travis, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the Vernon Parish School Board takes this means to express their condolences to the family of Lillian Youngblood who recently passed away; and

WHEREAS, Mrs. Youngblood was the mother of Elsie Clay, teacher at South Polk Elementary and the mother-in-law of Curtis Clay, Headstart Director; and

WHEREAS, Mrs. Youngblood was a longtime resident of Grand Cane and she will be greatly missed by her family and friends; now

BE IT THEREFORE RESOVLED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

On motion of Vernon Travis, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board wish to express their sympathy to the family of Robert Poteat who recently passed away; and

WHEREAS, Mr. Poteat was the father of Donita Poteat, teacher at Vernon Middle School; and

WHEREAS, Mr. Poteat was a longtime resident of Vernon Parish and he will be greatly missed by his family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to his family at this time of sadness.

On motion of Mike Perkins, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the Vernon Parish School Board wishes to express their sympathy to the family of Lloyd Willis Sr. who recently passed away; and

WHEREAS, Mr. Willis was the brother of Roger Willis, retired principal and Elizabeth Willis, retired cook at Pitkin High School; and

WHEREAS, Mr. Willis was a resident of Pitkin and he will be greatly missed by his family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to his family at this time of sadness.

On motion of Jerry Jeane, seconded by the Board, the Board adopted the following memorial resolution:

WHEREAS, the members of the Vernon Parish School Board takes this means to express their condolences to the family of Joan Kathey who recently passed away; and

WHEREAS, Mrs. Kathey taught dance for fifty-five years and along with her personal care and concern for each one, she helped her students gain a sense of confidence and pride; and

WHEREAS, Mrs. Kathey touched the lives of many present and former students as well as employees of the Vernon Parish School Board and she will be greatly missed by her family and friends; now

BE IT THEREFORE RESOLVED that the Vernon Parish School Board requests a copy of this memorial resolution be sent to her family at this time of sadness.

There being no further business, and on motion of Steve Woods, seconded by the Board, the meeting was adjourned.