Certificates of Incorporation and By-laws, 1988-1989

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A 191~Certifieate of Incorporation: Not-for-Profit Corporation Law: 247 Overeny erie atuneen Ina,

Certificate of Incorporation
wath . of

i ow under section 402 of the Not-for-Profit Corporation Law
|" (PIS HEREBY CERTIFIED THAT: __

(1) The name of the corporationis Capital Affordable Housing Funding Corporation

(2) The corporation is a corporation as defined in subparagraph (a)(5) of section 102 (Definitions) of the
Not-for-Profit Corporation Law.

(3) The purpose or purposes for which the corporation is formed are as follows:

To supper the Seyalapnen’ of affordable bousing for lows and moderate-income
households xxthrough the mobilization of resources of the private banking and
financial communitiés ; al Albi C8 Dy Staily K Mai York

To make construction and permanent mortgage loans for housing for low- and
moderate-income householdsWand for projects which aid and assist in the
rebuilidng and rehabilitation of deteriorated areas and structures; and

FOLUE
To insure notes, and to sell such notes to licensed financial and lending
institutions tn order to generate funds for the above-described loans.

. The corporation, in furtherance of its corporate purposes above set forth, shall have all the powers. enumerated in
! section 202 of the Not-for-Profit Corporation Law, subject to any limitations provided in the Not-for-Profit
Corporation Law or any other statute of the State of New York. Nothing herein shall authorize this corporation, directly
or indirectly, to engage in, or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation
Law, section 404 (b}(u).

(4) The corporation shall be a Type B corporation pursuant to section 201 of the Not-for-Profit Corpo-
ration Law. (In the case of Type A, B and C corporations set forth the names and addresses of at least 3 |
initial directors. Type C corporation must set forth the lawful public or quasi-public objective which each | |

business purpose will achieve.)

Joseph P. Richardson
Kristen Sands f
Michael Reilly

Nancy Mott

(5) The office of the corporation is to be located in the County of Albany State of New York,

(6) The Secretary of State is designated as agent of the corporation upon whom process against it may be ,
served, The post office address to which the Secretary of State shall: mail a copy of any process against the

corporation served upon him is
c/o

—

(7) State and Federal exemption.

wll . State and Federal exemption language for Type B and C corporations seeking tax exemption.

Notwithstanding any other provisions of these articles, the corporation is organized exclusively for
one or more of the purposes as specified in §501(¢)(3) of the Internal Revenue Code of 1954, and shall
not omy on any activities not permitted to be ied on by a corporation exempt from Federal income
tax ler IRC $501(c¢)(3) or corresponding provisions of any subsequent Federal tax laws.

No part of the net earnings of the corporation shall inure to the benefit of any member, trustee,
director, officer of the corporation, or any private individual (except that reasonable compensation may
be paid for services rendered to or for the corporation), and no member, trustee, officer of the corpora-
tion or any private individual shall be entitled to share in the distribution of any of the corporate
assets on dissolution of the corporation.

No substantial part of the activities of the corporation shall be carrying on propaganda, or other-
wise attempting to influence legislation [except as otherwise provided by IRC §501(4)] or partici-
pating in, or intervening in (including the publication or distribution of statements), any political
campaign on behalf of any candidates for public office.

In the event of dissolution, all of the remaining assets and property of the corporation shall, after
necessary expenses thereof, be distributed to another organization exempt under IRC §$501(c)(3), or
corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or
local government for a public purpose, subject to the approval of a Justice of the Supreme Court of the
State of New York.

In any taxable year in which the corporation is a private foundation as described in IRC §509(a),
the corporation shall distribute its income for said period at such time and manner as not to subject it
to tax under IRC $4942, and the corporation shall not (a) engage in any act of self-dealing as defined
in IRC §4941(d), retain any excess business holdings as defined in IRC §4943(c), i ») make any invest-
ments in such manner as to subject the corporation to tax under IRC §4944, or (c) make any taxable
expenditures as defined in IRC §4945(d) or corresponding provisions of any subsequent Federal tax
laws.

IN WITNESS WHEREOTF, the undersigned incorporator, or each of them if there are more than one,
being at least nineteen years of age, affirm(s) that the statements made herein are true under the penalties of
: 49 = : Fe

perjury. Dated

“Type mune of insurpernter ‘ “ = Sonal
‘Abies
‘Tywe name of Incorporator ‘Storature
‘Mares a
I, the undersigned Justice of the Supreme Court of the State of New York Judicial

District, do hereby approve the foregoing Certificate of Incorporation.

Dated :
T.8.C.

Certificate of Incorporation
of

under Section 402 of the Not-for-Profit Corporation Law

Filed By:

Office and Post Office Address

per

A 191-Certifiente of Incorporation: Net-tor-Prett Corporation Law: 247 © tere ey Jutius BLuMaaRe,

{cron Puuuienun, NYC 1013
Certificate of Incorporation

- under section 402 of the Not-for-Profit Corporation Law
IT IS HEREBY CERTIFIED THAT:

(1) ‘The name of the corporation is Affordable Housing Partnership of Albany Cou aty, Tee.
Nee, = ee

(2) The corporation is a corporation as defined in subparagraph (a)(5) of section 102 (Definitions) of the
Not-for-Profit Corporation Law.

(3) The purpose or purposes for which the corporation is formed are as follows:

To coordinate and/or initiate cooperative efforts of local government, not-for~
profit organizations, and the corporate sector inAlBany County, New York in
projects to increase the quantity and availability of housing affordable to

low and moderate-income households, ‘="". =,

To provide a means by whtch developers and neighborhood groups may approach
the corporate community for private sector financing and other assistance
for specific housing projects for low-and moderate-income households;

To aid and assist in the rebuilding and rehabilitation of deteriorated areas
or structures;

To provide for citizen participation in housing and community improvements,
and to disseminate information tg the general public concerning the
objectives and purposes of the corporation;

i" 4 te

WK te
To undertake and accomplish the foregoing on tts own, or on behalf of or
with the cooperation or assistance of any one or more governmental agencies

or instrumental ities, organizations,associations, or individuals, public
or private, ms

tot
at

the powers enumerated in
The corporation, in furtherance of its corporate purposes above set forth, shall have all ti

section 02 of the Not-for-Profit Corporation Law, subject to' any limitations provided in the Norfor Profs
Corporation Law or any other statute of the State of New York. Nothing herein shall authorize this corporation, direct ly
or indirectly, to engage in, or include among its purposes, any of the activities mentioned in Not-for-Profit Corporation
Law, section 404 (b)-(u).

(4) The corporation shall be a Type 8 corporation pursuant to section 201 of the Not-for-Profit Corpo- |
ration Law. (In the case of Type A, B and C corporations set forth the names and addresses of at least 3 |
initial directors. Type C corporation must set forth the lawful public or quasi-public objective which each

business purpose will achieve.)

Joseph F. Pennisi, 131 Maninin Bivd., Atbany; NY: “12203 *""":
‘Joseph P. Richardson, RD #1, Box 214, 823 Delaware Avenue, Delmar, NY 12054

Kirby D0. White, 468 Orange Street, Albany, NY 12206 ~
Dan S/easman

(5) The office of the corporation is to be located in the County of Albany State of New York.

(6) The Secretary of State is designated as agent of the corporation upon whom process against it may be
se The wast office address to which the Secretary of State shall mail a copy of any process ageinst the

corporation served upon him is

c/o City of Albany Housing Development Department
155 Washington Avenue we oe.
Albany, New York 12210

(7) State and Federal exemption.

” State and Federal exemption language for Type B and C corporations seeking tax exemption. ..

Notwithstanding any other provisions of these articles, the corporation is organized exclusively for
one or more of the purposes as specified in $501(c)(3) of the Internal Revenue Code of 1954, and shall

3.
r aot carey on any, activities not permitted to be ied on by a corporation exempt from Federal income

ler IRC §$501(¢)(3) or corresponding provisions of any subsequent Federal tax laws.

No substantial part of the activities of the corporation shall be carrying
wise attempting to influence legislation fercent as otherwise provided b:
pating in, or intervening in (including the publication or distribution oF
campaign on behalf of any candidates for public office.

In the event of dissolution, all of the remaining assets and property of the.corporation shall, after
necessary expenses thereof, be distributed to another organization exempt under IRC §501(¢)(3), or
corresponding provisions of any subsequent Federal tax laws, or to the Federal government, or state or
local goverment jor a public purpose, subject to the approval of a Justice of the Supreme Court of the
State of New York. .

In any taxable year in which the corporation is 2 private foundation as described in IRC §509(a),
the corporation shall distribute its income for said period at such time and manner as not to subject it
to tax under IRC §4942, and the corporation shall not (a) engage in any act of self-dealing as defined
in IRC §4941(d), retain any excess business holdings as defined in IRC | HS ‘c), (b) make any invest-
ments in such manner as to subject the corporation to tax under IRC §4944, or (c) make any taxable
expeniqires as defined in IRC §4945(d) or corresponding provisions of any subsequent Federal tax
jaws.

on propaganda, or other-
IRC §501(h)] or partici-
statements), any political

IN WITNESS WHEREOF, the undersigned incorporator, or each of them if there are more than one,
being at least nineteen years of age, affirm(s) that the statements made herein are true under the. penalties of

perjury. Dated yw.

‘Adress
‘Type mame of incorporator ‘Siatare
‘Adare
I, the undersigned Justice of the Supreme Court of the State of New York Judicial

District, do hereby approve the foregoing Certificate of Incorporation.

Dated
Tse
Cortificate of Incorporation
of
under Section 402 of the Not-for-Profit Corporation Law

Filed By:

Office and Post Office Address

BY-LAWS
OF

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

(A NOT-FOR-PROFIT CORPORATION)

ARTICLE I

OFFICES

The principal office of the Corporation shall be located in the City
of Albany, County of Albany, and State of New York. The Corporation may
also have such offices at such other places within or without the State as
the Board of Directors may from time to time determine.

ARTICLE IT
MEMBERS

1.(a) Membership in the Corporation shall be limited to financial
institutions doing business in Albany County, New York. The initial
members shall be appointed by the Incorporator. Thereafter, there shall
be three categories of membership, corresponding to the number of units
of financial participation, as defined in Section 7(b) of this Article,
eligibility and qualifications for membership, and the manner of admission
into membership shall be prescribed by resolutions duly adopted by the
Board of Directors of the Corporation or by such rules and regulations as
may be prescribed by the Board of Directors. All such resolutions or
rules and regulations relating to members adopted by the Board of
Directors of the Corporation shall be affixed to the By-Laws of the
Corporation, and shall be deemed to be a part thereof. Such reso-
lutions or rules and regulations adopted by the Board of Directors may
prescribe, with respect to all members, the amount and manner of imposing
and collecting any initiation fees, dues or other fees, assessments, fines
and penalties, the manner of suspension or termination of membership, and
for reinstatement of membership, and, except as may hereinafter otherwise
be provided, the rights, liabilities and other incidents of membership.

By-Laws - 1
(b) Each member shall designate its representative who shall
attend meetings and cast votes on its behalf. Members may change their
representative by advising the Secretary in writing. The right or
interest of a member shall not terminate except upon the happening of any
of the following events- death, resignation, expulsion, dissolution or
liquidation of the Corporation,

2.(a) The Annual Meeting of Members of the Corporation shall be held
on such date or dates as shall be fixed from time to time by the Board of
Directors of the Corporation. The first Annual Meeting shall be held on a
date within twelve months after the formation of the Corporation. Each
successive Annual Meeting shall be held on a date not more than twelve
months following the preceding Annual Meeting. Special Meetings of
members may be held on such date or dates as may be fixed by the Board
of Directors of the Corporation from time to time and by the members on
such date or dates as shall be permitted by law.

(b) Any Annual or Special Meeting of Members may be held at such
place within or without the State as the Board of Directors of the
Corporation may from time to time fix. In the event the Board of
Directors shall fail to fix such place or time, or in the event members
are entitled to call or convene a Special Meeting in accordance with law,
then, in such event, such meeting shall be held at the principal office of
the Corporation.

(c) Annual or Special Meetings of Members may be called by the
Board of Directors or by any officer of the Corporation instructed to do
so by the Board of Directors, except to the extent that directors may be
required by law to call a meeting, and shall be called by the Secretary
on behalf of the members, when required to do so by law.

(d) Written notice stating the place, day and hour of the
meeting shall be given for all meetings. Such notice shall state the
person or persons calling the meeting. Notice for an Annual Meeting shall
state that the meeting is being called for the election of directors and
for the transaction of such other business as may properly come before the
meeting. Notices of Special Meeting shall state the purpose or purposes
for which the meeting is called. At any Special Meeting, only the
business stated in the Notice of Meeting may be transacted thereat
Notice of Meeting shall be given either personally or by first class mail
not less than 10 days nor more than 50 days before the date of the
meeting, to the representative designated by each member at his address
recorded on the records of the Corporation, or at such other address which
the member may have furnished in writing to the Secretary of the
Corporation. Notice shall be deemed to have been given when deposited
with postage prepaid in a post office of other official depository under
the exclusive jurisdiction of the United States Post Office. Any meeting

By-Laws - 2
of members may be adjourned from time to time. In such event, it shall
not be necessary to provide further notice of the time and place of

the adjourned meeting if announcement of the time and place of the
adjourned meeting is given at the meeting so adjourned. In the event

the Board of Directors fixes a new record date for an adjourned meeting, a
new notice shall be given, in the same manner as herein provided. No
notice need be given to any member who executes and delivers a Waiver

of Notice before or after the meeting. The attendance of a member in
person or by proxy at the meeting without protesting the lack of notice of
a meeting, shall constitute a waiver of notice by such member. Any notice
of meeting to members relating to the election of directors, shall set
forth any amendments to the By-Laws of the Corporation adopted by the
Board of Directors, together with a concise statement of the changes made.

(e) At every meeting of members, there shall be presented a list
or record of members and their designated representatives as of the record
date, certified by the officer responsible for its preparation, and upon
request therefor, any member who has given written notice to the
Corporation, which request shall be made at least 10 days prior to such
meeting, shall have the right to inspect such list of record at the
meeting. Such list shall be evidence of the right of the persons to vote
at such meeting, and all persons who appear on such list or record to be
member-designated representatives may vote at such meeting.

3. At each Annual Meeting of Members, the Board of Directors shall
present an Annual Report. Such report shall be filed with the records of
the Corporation and entered in the minutes of the proceedings of such
Annual Meeting of Members.

4.(a) Meetings of the members shall be presided over by the
following officers, in order of seniority - the Chairman of the Board,
Vice Chairman of the Board, President, Executive Vice-President, Vice
President or, if none of the foregoing is in office or present at the
meeting, by a Chairman to be chosen by a majority of the members in
attendance. The Secretary or an Assistant Secretary of the Corporation
shall act as Secretary of every meeting. When neither the Secretary nor
an Assistant Secretary is available, the Chairman may appoint a Secretary
of the meeting.

(b) The order of business at all meetings of members shall be as
follows; ‘

Roll Call.

Reading of the minutes of the preceding meeting.
Report of standing committees,

Officers’ reports.

Old business.

New business.

By-Laws - 3
Sa Every member is designated representative may authorize another
person to act for him by proxy in all matters in which a member may
participate, including waiving notice of any meeting, voting or
participating in a meeting, or expressing consent or dissent without a
meeting. Every proxy shall be signed by the member’s designated
representative or his attorney in fact, and shall be revocable at the
pleasure of the member’s designated representative executing it, except as
otherwise provided by law. Except as otherwise provided by law, no proxy
shall be valid after the expiration of eleven months from its date.

6. The directors may, but need not, appoint one or more
inspectors to act at any meeting or any adjournment thereof. If
inspectors are not appointed, the presiding officer of the meeting may,
but need not, appoint inspectors. Each appointed inspector shall take and

sign an oath faithfully to execute the duties of inspector with strict
impartiality and according to the best of his ability. The inspectors
shall determine the number of memberships outstanding, the voting power of
each, the number of memberships represented at the meeting, the existence
of a quorum, and the validity and effect of proxies. The inspectors shall
receive votes, ballots or consents, hear and determine all challenges and
questions arising in connection with the right to vote, count and tabulate
all votes, ballots or consents, determine the result and do such acts as
are proper to conduct the election or vote of all members. The inspectors
shall make a report in writing of all matters determined by them with
respect to such meeting.

7.(a) Except as provided by law, the members entitled to cast a
majority of the total number of votes entitled to be cast at the meeting,
shall constitute a quorum at a meeting of members for the transaction of
any business. The members present may adjourn the meeting despite the
absence of a quorum. In the election of directors, a plurality of the
votes cast shall elect. Except to the extent provided by law all other
action shall be by a majority of the votes cast, provided that the
majority of the affirmative votes cast shall be at least equal to a
quorum. Whenever the vote of members is required or permitted, such
action may be taken without a meeting on the written consent setting forth
the action taken signed by all the members entitled to vote.

(b) Members will have one vote for each unit of financial
participation they have committed to the Corporation in its most recently
completed solicitation. A "unit of financial participation" is defined as

a pledge of $250,000 in permanent mortgage loan funds and $62,500 in
bridge financing.

By-Laws - 4
8. The Board of Directors of the Corporation shall fix a record date
for the purpose of determining members entitled to notice of, to vote on,
or to express consent or dissent from any proposal without a meeting, to
determine members entitled to receive distributions or allotment of
rights, or for any other proper purpose. Such record date shall not be
more than 50 days nor less than 10 days prior to the date of such meeting
or consent or the date on which any distribution or allotment of rights,
as the case may be, is to be made. In the event no record date is fixed,
the record date for the determination of members entitled to vote at a
meeting of members shall be the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the
day on which the meeting is held. The record date for determining members
for any purpose other than that specified in the preceding sentence shall
be the close of business on the day on which the resolution of directors
relating thereto is adopted. Establishment of a record date shall apply
to any adjournment of any meeting unless a new record date is fixed by the
Board of Directors for such adjourned meeting.

9. The Board of directors may cause to be issued certificates, cards
or other instruments permitted by law evidencing membership in the
Corporation. Such membership certificate, card or other instrument shall
be non-transferable, and a statement to that effect shall be noted on the
certificate, card or other instrument. Membership certificates, ecards or
other instruments, if issued, shall bear the signatures or facsimile
signatures of any officer or officers designated by the Board of Directors
may bear the seal of the Corporation or a facsimile thereof.

10. In the event any capital contribution shall be made or
accepted pursuant to authorization conferred by the Certificate of
Incorporation of the Corporation, each certificate evidencing such capital
contribution shall conform to the law of the State of Incorporation.
ARTICLE III

BOARD OF DIRECTORS

1. The Corporation shall be managed by a Board of Directors. Each
director shall be at least 18 years of age, and shall be a designated
representative of a member of the Corporation during his directorship. The
Board of Directors shall consist of seven persons. Subject to the
foregoing, the number of Directors may be changed by action of the members
or the Board of Directors, provided that any action by the Board of
Directors to effect such change shall require the vote of a majority
of the entire Board of Directors; and provided further, that the number of
directors shall at no time be greater than seven nor less than three. No
decrease shall shorten the term of any director then in office.

By-Laws - 5
2... The first Board of Directors shall consist of those persons named
as the initial Board of Directors in the Certificate of Incorporation of
the Corporation, and they shall hold office until the first Annual Meeting
of Members, and until their successors have been duly elected and qualify.
Those directors of Affordable Housing Partnership of Albany County, Inc.,
elected in accordance with the by-laws of that corporation, who are
designated representatives of financial institutions, shall become members
ex officio of the Board of Directors of Capital Affordable Housing Funding
Corporation, at the time of the Annual Members meeting. At said meeting,
the membership shall elect directors to fill the remaining seats on the
Board to hold office until the next Annual Meeting. Each director shall
hold office until the expiration of the term for which he was elected, and
until his successor has been duly elected and qualified, or until his
prior resignation or removal as hereinafter provided.

3.(a) Any or all of the members of the Board of Directors may be
removed with or without cause by vote of the members of the Corporation.
The Board of Directors may remove any director thereof for cause only.

(b) A director may resign at any time by giving written notice to
the Board of Directors or to an officer of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of Directors or such officer. Acceptance of
such resignation shall not be necessary to make it effective.

4. Newly-created directorships or vacancies in the Board of
Directors may be filled by a vote of majority of the Board of Directors
then in office, although less than a quorum, unless otherwise provided in
the Certificate of Incorporation of the Corporation. Vacancies occurring
by reason of the removal of directors without cause shall be filled by a
vote of the members. A director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office for the
unexpired term of his predecessor.

5.(a) A regular Annual Meeting of the Board of Directors shall be
held immediately following the Annual Meeting of Members. All other
meetings shall be held at such time and place as shall be fixed by the
Board of Directors from time to time.

(b) No notice shall be required for regular meetings of the Board
of Directors for which the time and place have been fixed. Special
meetings may be called by or at the direction of the Chairman of the
Board, the President, or by a majority of the directors then in office.

By-Laws - 6
(c) Written, oral, or any other method of notice of the time and
place shall be given for special meetings of the Board of Directors in
sufficient time for the convenient assembly of the Board of Directors.
The notice of any meeting need not specify the purpose of such meeting.
The requirement for furnishing notice of a meeting may be waived by any
director who signs a Waiver of Notice before or after the meeting or who
attends the meeting without protesting the lack of notice to him,

6. Except to the extent herein or in the Certificate of
Incorporation of the Corporation provided, a majority of the entire
members of the Board of Directors shall constitute a quorum. At any
meeting held to remove one or more directors a quorum shall consist of a
majority of the directors present at such meeting. Whenever a vacancy on
the Board of Directors shall prevent a quorum from being present, then, in
such event, the quorum shall consist of a majority of the members of the
Board of Directors excluding the vacancy. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except to the extent provided by law and these
By-Laws, the act of the Board of Directors shall be by a majority of the
directors present at the time of vote, a quorum being present at such
time, Any action authorized by resolution, in writing, by all of the
directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors with the same force
and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

The The Chairman of the Board, if any, shall preside at all meetings
of the Board of Directors. If there be no Chairman or in his absence, the
President shall preside and, if there be no President or in his absence,
any other director chosen by the Board, shall preside.

have such authority as the Board of Directors may delegate, except to the
extent prohibited by law. In addition, the Board of Directors may
establish special committees for any lawful purpose, which may have such
powers as the Board of Directors may lawfully delegate.

ARTICLE IV
OFFICERS

1. The Board of Directors may elect or appoint a Chairman of the
Board of Directors, a President, one or more Vice~Presidents, a Secretary,
one or more Assistant Secretaries, a Treasurer, one or more Assistant
Treasurers, and such other officers as they may determine. The President
may but need not be a director. Any two or more offices may be held by
the same person except the office of President and Secretary.

By-Laws - 7
2. Each officer shall hold office until the Annual Meeting of the
Board of Directors, and until his successor has been duly elected and
qualifies. The Board of Directors may remove any officer with or without
cause at any time.

3.(a) The President shall be the chief executive officer of the
Corporation, shall have the responsibility for the general management of
the affairs of the Corporation, and shall carry out the resolutions of the
Board of Directors.

(b) During the absence or disability of the President of the
Corporation, the Vice-President, or, if there be more than one, the
Executive Vice-President shall have all the powers and functions of the
President. The Vice-President shall perform such duties as may be
prescribed by the Board of Directors from time to time.

(c) The Treasurer shall have the care and custody of all of the
funds and securities of the Corporation, and shall deposit said funds in
the name of the corporation in such bank accounts as the Board of
Directors may from time to time determine. The Treasurer shall, when duly
authorized by the Board of Directors, sign and execute all contracts in
the name of the corporation when counter-signed by the President; he may
also sign checks, drafts, notes and orders for the payment of money, which
shall have been duly authorized by the Board of Directors and counter-
signed by the President.

(d) The Secretary shall keep the minutes of the Board of Directors
and the minutes of the members. He shall have custody of the seal of the
Corporation, and shall affix and attest the same to documents duly
authorized by the Board of Directors. He shall serve all notices for the
Corporation which shall have been authorized by the Board of Directors,
and shall have charge of all books and records of the Corporation.

ARTICLE V

MISCELLANEOUS

1. The Corporation shall keep at the principal office of the
Corporation, complete and correct records and books of account, and shall
keep minutes of the proceedings of the members, the Board of Directors, or
any committee appointed by the Board of Directors, as well as a list or
record containing the names and address of all members.

2. The corporate seal shall be in such form as the Board of
Directors shall from time to time prescribe.

By-Laws - 8
3. The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.

4.(a) All By-Laws of the corporation shall be subject to alteration
or repeal, and new by-laws may be made, by a majority vote of the members
entitled to vote in the election of directors, at a special meeting of the
members called for such purpose.

(b) The Board of Directors shall have the power to make, alter or
repeal, from time to time, By-Laws of the Corporation, except that the
Board may not amend or repeal any by-law in which control thereof is
vested exclusively in the members. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the Board, there
shall be set forth in the notice of the next meeting of members for the
election of directors, the by-law so made, amended or repealed, together
with a concise statement of the changes made,

By-Laws - 9
BY-LAWS
OF

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

(A NOT-FOR-PROFIT CORPORATION)

ARTICLE T

OFFICES

The principal office of the Corporation shall be located in the City
of. Albany, County of Albany, and State of New York. The Corporation may
also have such offices at such other places within or without the State as
the Board of Directors may from time to time determine.

ARTICLE IT
MEMBERS

1.{a) Membership in the Corporation shall be limited to financial
institutions doing business in Albany County, New York, who have agreed
to participate in funding the Corporation’s lending activities. The
initial_members~shall-be appointed—by~the Inégrporater. The initial
members shall be the directors named in the atlrde Of Incorporation.
The Board of Directors mafprescribe additional requirements for
membership. All resolutions or rules and regulations relating to
members adopted by the Board of Directors of the Corporation shall be
affixed to the By-Laws of the Corporation, and shall be deemed to be a
part thereof. Such resolutions or rules and regulations adopted by the
Board of Directors may prescribe, with respect to all members, the amount
and manner of imposing and collecting any fees or assessments, the manner
of suspension or termination of membership, reinstatement of membership,
and, except as may hereinafter otherwise be provided, the rights,
liabilities and other incidents of membership.

By-Laws - 1
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(b) Each member shall designate its representative who shall
attend meetings and cast votes on its behalf. Members may change their
representative by advising the Secretary in writing.

2.(a) The Annual Meeting of Members of the Corporation shall be held
on such date or dates as shall be fixed from time to time by the Board of
Directors of the Corporation. The first Annual Meeting shall be held on a
date within twelve months after the formation of the Corporation.
Successive Annual Meetings shall be held during the last four months of
each calendar year. Special meetings of members may be held on such
date or dates as may be fixed by the Board of Directors of the
Corporation from time to time and by the members on such date or dates as
shall be permitted by law.

Notice of Meeting shall be given either personally or by first class mail
not less than 10 days nor more than 50 days before the date of the
meeting, to the representative designated by each member at his address
recorded on the records of the Corporation, or at such other address which
the member may have furnished in writing to the Secretary of the
Corporation. Notice shall be deemed to have been given when deposited
with postage prepaid in a post office or other official depository under
the exclusive jurisdiction of the United States Post Office. Any meeting

By-Laws - 2
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of members may be adjourned from time to time. In such event, it shall
not be necessary to provide further notice of the time and place of

the adjourned meeting if announcement of the time and place of the
adjourned meeting is given at the meeting so adjourned. In the event

4.(a) Meetings of the members shall be presided over by the
following officers, in order of seniority - President, Vice President or,
if none of the foregoing is in office or present at the meeting, by a
Chairman to be chosen by a majority of the members in attendance. The
Secretary or an Assistant Secretary of the Corporation shall act as
Secretary of every meeting. When neither the Secretary nor an Assistant
Secretary is available, the President may appoint a Secretary of the
meeting.

(b) The order of business at all meetings of members shall be as
follows:

Roll Call.

Reading of the minutes of the preceding meeting.
Report of standing committees.

Officers’ reports.

Old business.

New business.

By-Laws - 3
5, Every member’s designated representative may authorize another
person to act for him by proxy in all matters in which a member may
participate, including waiving notice of any meeting, voting or
participating in a meeting, or expressing consent or dissent without a
meeting. Every proxy shall be signed by the member’s designated
representative or his attorney in fact, and shall be revocable at the
pleasure of the member’s designated representative executing it, except as
otherwise provided by law. Except as otherwise provided by law, no proxy
shall be valid after the expiration of eleven months from its date.

6.-@#) One-third of the members shall constitute a quorum at a
meeting of members for the transaction of any business. The members
present may adjourn the meeting despite the absence of a quorum. In the
election of directors, a plurality of the votes cast shall elect. Except
to the extent provided by law all other action shall be by a majority of
votes cast. Whenever the vote of members is required or permitted, such
action may be taken without a meeting on written consent setting forth
the action taken signed by all the members entitled to vote.

7. The Board of Directors of the Corporation shall fix a record date
for the purpose of determining members entitled to notice of, to vote on,
or to express consent or dissent from any proposal without a meeting, to
determine members entitled to receive distributions or allotment of
rights, or for any other proper purpose. Such record date shall not be
more than 50 days nor less than 10 days prior to the date of such meeting
or consent or the date on which any distribution or allotment of rights,
as the case may be, is to be made. In the event no record date is fixed,
the record date for the determination of members entitled to vote at a
meeting of members shall be the close of business on the day next
preceding the day on which notice is given, or, if no notice is given, the
day on which the meeting is held. The record date for determining members
for any purpose other than that specified in the preceding sentence shall
be the close of business on the day on which the resolution of directors
relating thereto is adopted. Establishment of a record date shall apply
to any adjournment of any meeting unless a new record date is fixed by the
Board of Directors for such adjourned meeting.

8. The Board of directors may cause to be issued certificates, cards
or other instruments permitted by law evidencing membership in the
Corporation. Such membership certificate, card or other instrument shall
be non-transferable, and a statement to that effect shall be noted on the
certificate, card or other instrument. Membership certificates, cards or
other instruments, if issued, shall bear the signatures or facsimile
signatures of any officer or officers designated by the Board of Directors
may bear the seal of the Corporation or a facsimile thereof.

By-Laws - 4
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9. In the event any capital contribution shall be made or accepted
pursuant to authorization conferred by the Certificate of Incorporation of
the Corporation, each certificate evidencing such capital
contribution shall conform to the law of the State of Incorporation.

ARTICLE III

BOARD OF DIRECTORS

shall shorten the term of ny | irector then in office, Each member of prs
shad apparel ape tson fo be an the Bougd Oe etatt

dy.

2. The first Board of Directors shall consist of those persons named
as the initial Board of Directors in the Certificate of Incorporation of
the Corporation, and they shall hold office until the first Annual Meeting
of Members, and until their successors have been duly elected and qualify.
At said meeting, the membership shall elect directors to fill the
remaining seats on the Board to hold office until the next Annual Meeting.
Each director shall hold office until the expiration of the term for which
he was elected, and until his successor has been duly elected and
qualified, or until his prior resignation or removal as hereinafter
provided,

Roaya of Difectors may b removed” w ‘th or, ithSet ut cau 2\vote
ers of the ‘gor see The Bod dof Direc Set rs-may a ave.
ydiwector~thereof> Por causévonly.

aa (a) Notwithstanding ParagraR h 1 of this utieten mbers ike
° delet?
a

(®@) A director may resign at any time by giving written notice to
the Board of Directors or to an officer of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of Directors or such officer. Acceptance of
such resignation shall not be necessary to make it effective.

4. Newly-created directorships oy y cies in the Board, of,
Directors may be filled by yaa sata 5.65 are a “Ae Be Bor Crate retai tt vacated
then-in-of ft@@, although less than a quorum, unless otherwise provided in

the Certificate of Incorporation of the Corporation. Vacancies occurring

by reason of the removal of directors without cause shall be filled by a

vote of the members. A director elected to fill a vacancy caused by
resignation, death, or removal shall be elected to hold office for the
unexpired term of his predecessor,

By-Laws - 6
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(b) No notice shall be required for regular meetings of the Board
of Directors for which the time and place have been fixed. Special
meetings may be called by or at the direction of the - tame fythe
Board, the President, or by a majority of the directors then ‘in office.

(ec) Written, oral, or any other method of notice of the time and
place shall be given for special meetings of the Board of Directors in
sufficient time for the convenient assembly of the Board of Directors.
The notice of any meeting need not specify the purpose of such meeting.
The requirement for furnishing notice of a meeting may be waived by any
director who signs a Waiver of Notice before or after the meeting or who
attends the meeting without protesting the lack of notice to him.

6. Except to the extent herein or in the Certificate of
Incorporation of the Corporation provided, one-third of the members of
the Board of Directors shall constitute a quorum. Atany..meeting-heldto
remove~one~or~more~directors~a-—quorum shall consist» ofa majority: ofthe
directors. present~—at—sueh-meeting. Whenever a vacancy on the Board of
Directors shall prevent a quorum from being present, then, in such event,
the quorum shall consist of one-third of the members of the Board of
Directors excluding the vacancy. A majority of the directors present,
whether or not a quorum is present, may adjourn a meeting to another time
and place. Except to the extent provided by law and these By-Laws, the
act of the Board of Directors shall be by a majority of the directors
present at the time of vote, a quorum being present at such time. Any
action authorized by resolution, in writing, by all of the directors
entitled to vote thereon and filed with the minutes of the Corporation
shall be the act of the Board of Directors with the same force and
effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

7. The President shall preside at all meetings of the Board of
Directors. In the absence of the President, the Vice-President shall
preside, and if there be no Vice-President or in his absence, any other
director chosen by the Board shall preside.

By-Laws - 6
9. The Board shall designate four of its Directors to serve as
directors of the Affordable Housing Partnership of Albany County, Inc., a
not-for-profit corporation.

ARTICLE IV
OFFICERS

1. The Board of Directors may elect or appoint a President, one or
more Vice-Presidents, a Secretary, a Treasurer, and such other officers as
they may determine. The President, Vice-President, and Treasurer shall be
directors. Any two or more offices may be held by the same person except
the office of President and Secretary.

2. Each officer shall hold office until the Annual Meeting of the
Board of Directors, and until his successor has been duly elected and
qualifies. The Board of Directors may remove any officer with or without
cause at any time.

8.(a) The President shall be the chief executive officer of the
Corporation, shall have the responsibility for the general management of
the affairs of the Corporation, and shall carry out the resolutions of the
Board of Directors.

(b) During the absence or disability of the President of the
Corporation, the Vice-President shall have all the powers and functions
of the President. The Vice-President shall perform such duties as may be
prescribed by the Board of Directors from time to time.

({c) The Treasurer shall have the care and custody of all of the
funds and securities of the Corporation, and shall deposit said funds in
the name of the corporation in such bank accounts as the Board of
Directors may from time to time determine.

(d) The Secretary shall keep the minutes of the Board of Directors
and the minutes of the members. He shall serve all notices for the
Corporation which shall have been authorized by the Board of Directors,
and shall have charge of all books and records of the Corporation.

ARTICLE V

MISCELLANEOUS

By-Laws - 7
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2. The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.

3.(a) All By-Laws of the corporation shall be subject to alteration
or repeal, and new By-Laws may be made, by a majority vote of the members
entitled to vote in the election of directors, at a special meeting of the
members called for such purpose.

(b) The Board of Directors shall have the power to make, alter or
repeal, from time to time, by-laws of the Corporation, except that the
Board may not amend or repeal any by-law in which control thereof is
vested exclusively in the members. If any by-law regulating an impending
election of directors is adopted, amended or repealed by the Board, there
shall be set forth in the notice of the next meeting of members for the
election of directors, the by-law so made, amended or repealed, together
with a concise statement of the changes made.

4. All checks, drafts, endorsements, notes and evidences of
indebtedness of the Corporation shall be signed by such Officers or agents
of the Corporation and in such manner as the Board of Directors from time
to time may determine. Endorsements for deposits to the credit of the
Corporation shall be made in such manner as the Board of Directors from
time to time may determine.

5. No loans or advances shall be contracted on behalf of the
Corporation, and no note or other evidence of indebtedness shall be issued
in its name, unless and except as authorized by the Board of Directors.
Any such authorization shall relate to specific transactions, and may
include authorization to pledge, as security for loans or advances so
authorized, any and all securities and other personal property at any time
held by the Corporation.

6. The President, Vice-President, or any other officer specifically
authorized by the Board of Directors, may, in the name of and on behalf of
the Corporation, enter into those contracts or execute and deliver those
instruments that are specifically authorized by the Board of Directors.
Without the. express and specified authorization of the Board of Directors,
no Officer or other agent of the Corporation may enter into any contract
or execute and deliver any instrument in the name of and on behalf of
the Corporation.

By-Laws - 8
/ REV. 8/21/89

BY-LAWS
OF

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

(A NOT-FOR-PROFIT CORPORATION)

ARTICLE I

OFFICES

The principal office of the Corporation shall be located in the
County of Albany, and State of New York. The Corporation may also have
such offices at such other places within or without the State as the
Board of Directors may from time to time determine.

ARTICLE IT

MEMBERS

I ° 1.(a) Membership in the Corporation shall be limited to financial

i institutions doing business in Albany County, New York, who have agreed

‘ to participate in funding the Corporation’s lending activities.

i The initial members shall be the directors named in the Certificate of

i Incorporation. The Board of Directors shall prescribe additional

I requirements for membership. All resolutions or rules and regulations

| relating to members adopted by the Board of Directors of the Corporation
{ shall be affixed to the By-Laws of the Corporation, and shall be deemed to
‘ be a part thereof. Such resolutions or rules and regulations adopted by
i the Board of Directors may prescribe, with respect to all members, the
amount and manner of imposing and collecting any fees or assessments, the
manner of suspension or termination of membership, reinstatement of

i membership, and, except as may hereinafter otherwise be provided, the

i rights, liabilities and other incidents of membership.

By-Laws - 1
(b) Each member shall designate its representative who shall
attend meetings and cast votes on its behalf. Members may change their
representative by advising the Secretary in writing.

the member may have furnished in writing to the Secretary of the
Corporation. Notice shall be deemed to have been given when deposited
with postage prepaid in a post office or other official depository under
the exclusive jurisdiction of the United States Post Office. Any meeting

By-Laws - 2
of members may be adjourned from time to time. In such event, it shall
not be necessary to provide further notice of the time and place of

the adjourned meeting if announcement of the time and place of the
adjourned meeting is given at the meeting so adjourned. In the event

(b) The order of business at all meetings of members shall be as
follows:

Roll Call.

Reading of the minutes of the preceding meeting.
Report of standing committees.

Officers’ reports.

Old business.

New business.

By-Laws - 3
5. Every member's designated representative may authorize another
person to act for him by proxy in all matters in which a member may
participate, including waiving notice of any meeting, voting or
participating in a meeting, or expressing consent or dissent without a
meeting. Every proxy shall be signed by the member’s designated
representative or his attorney in fact, and shall be revocable at the
pleasure of the member's designated representative executing it, except as
otherwise provided by law. Except as otherwise provided by law, no proxy
shall be valid after the expiration of eleven months from its date.

6. One-third of the members shall constitute a quorum at a
meeting of members for the transaction of any business. The members
present may adjourn the meeting despite the absence of a quorum. In the
election of directors, a plurality of the votes cast shall elect. Except
to the extent provided by law all other action shall be by a majority of
votes cast. Whenever the vote of members ig required or permitted, such
action may be taken without a meeting on written consent setting forth
the action taken signed by all the members entitled to vote.

By-Laws - 4
9. In the event any capital contribution shall be made or accepted

pursuant to authorization conferred by the Certificate of Incorporation of

the Corporation, each certificate evidencing such capital
contribution shall conform to the law of the State of Incorporation.

ARTICLE III

BOARD OF DIRECTORS

1. The Corporation shall be managed by a Board of Directors. Each
director shall be at least 18 years of age, and shall be a designated
representative of a member of the Corporation during his directorship. The
number of Directors shall be equal to the number of members. No decrease
shall shorten the term of any director then in office.

3. A director may resign at any time by giving written notice to the
Board of Directors or to an officer of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of Directors or such officer. Acceptance of
such resignation shall not be necessary to make it effective.

4. Newly-created directorships or vacancies in the Board of
Directors caused by resignation, death of removal may be filled by
appointment by the member whose representative has vacated. A director
appointed to fill such a vacancy shall hold office for the unexpired term
of his predecessor.

By-Laws - 5
5.(a) A regular Annual Meeting of the Board of Directors shall be
held immediately following the Annual Meeting of Members. All other
meetings shall be held at such time and place as shall be fixed by the
Board of Directors from time to time.

(b) No notice shall be required for regular meetings of the Board
of Directors for which the time and place have been fixed, Special
meetings may be called by or at the direction of the President or by a
majority of the directors then in office.

The notice of any meeting need not specify the purpose of such meeting,

The requirement for furnishing notice of a meeting may be waived by any

director who signs a Waiver of Notice before or after the meeting or who
attends the meeting without protesting the lack of notice to him.

6. Except to the extent herein or in the Certificate of
Incorporation of the Corporation provided, one-third of the members of
the Board of Directors shall constitute a quorum. Whenever a vacancy on
the Board of Directors shall prevent a quorum from being present, then, in
such event, the quorum shall consist of one-third of the members of the
Board of Directors excluding the vacancy. A majority of the directors
present, whether or not a quorum is present, may adjourn a meeting to
another time and place. ‘Except to the extent provided by law and these
By-Laws, the act of the Board of Directors shall be by a majority of the
directors present at the time of vote, a quorum being present at such
time. Any action authorized by resolution, in writing, by all of the
directors entitled to vote thereon and filed with the minutes of the
Corporation shall be the act of the Board of Directors with the same force
and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

8. Whenever the Board of Directors shall consist of more than three
persons, the Board of Directors may designate from their number, an
executive committee and other standing committees. Such committees shall
have such authority as the Board of Directors may delegate, except to the
extent prohibited by law. In addition, the Board of Directors may
establish special committees for any lawful purpose, which may have such
powers as the Board of Directors may lawfully delegate.

By-Laws - 6
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9. The Board shall designate four of its Directors to serve as

directors of the Affordable Housing Partnership of Albany County, Inc., a
not-for-profit corporation.

ARTICLE IV
OFFICERS

2. Each officer shall-hold office until the Annual Meeting of the
Board of Directors, and until his successor has been duly elected and

qualifies. The Board of Directors may remove any officer with or without
cause at any time.

3.(a) The President shall be the chief executive officer of the
Corporation, shall have the responsibility for the general management of

the affairs of the Corporation, and shall carry out the resolutions of the
Board of Directors.

ARTICLE V
MISCELLANEOUS
1. The Corporation shall keep at the principal office of the
Corporation, complete and correct records and books of account, and shall
keep minutes of the proceedings of the members, the Board of Directors, or
any committee appointed by the Board of Directors, as well as a list or

record containing the names and address of all members.

By-Laws - 7
2. The fiscal year of the Corporation shall be fixed by the Board of
Directors from time to time, subject to applicable law.

4, All checks, drafts, endorsements, notes and evidences of
indebtedness of the Corporation shall be signed by such Officers or agents
of the Corporation and in such manner as the Board of Directors from time
to time may determine. Endorsements: for deposits to the credit of the
Corporation shall be made in such manner as the Board of Directors from
time to time may determine.

5. No loans or advances shall be contracted on behalf of the
Corporation, and no note.or other evidence of indebtedness shall be issued
in its name, unless and except as authorized by the Board of Directors.
Any such authorization may include authorization to pledge, as security
for loans or advances so authorized, any and all securities and other
personal property at any time held by the Corporation.

6. The President, Vice-President, or any other officer specifically
authorized by the Board of Directors, may, in the name of and on behalf of
the Corporation, enter into those contracts or execute and deliver those
instruments that are specifically authorized by the Board of Directors.
Without the express and specified authorization of the Board of Directors,
no Officer or other agent of the Corporation may enter into any contract
or execute and deliver any instrument in the name of and on behalf of
the Corporation,

By-Laws - 8
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AFFORDABLE HOUSING PARTNERSHIP

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION
2000 BOARD OF DIRECTORS

President

Tom luorno (426-6439)
Community Lending Manager
Charter One Bank

833 Broadway

Albany, New York 12207

Treasurer

Robert MacLasco (464-5292)
Vice President

State Employees FCU

P.O. Box 12189

Albany, New York 12212

Greg Micoley (488-5146)

Vice President, Community Development
Key Bank

66 South Pearl Street

Albany, New York 12207

Deborah Appel (377-3311 x 3623)
Senior Commerical Loan Officer
Trustco Bank

320 State Street

Schenectady, New York 12305

Lorraine Charboneau (626-2995)
Vice President

Fleet Bank

69 State Street, 4th floor
Albany, New York 12207

Thomas Thouin (274-4800)
Assistant Vice President
Pioneer Savings Bank

21 Second Street

Troy, New York 12180

Vice President
Bobbi Carter (230-0608)

Community Development Coordinator

Cohoes Savings Bank
50 Mohawk Street
Cohoes, New York 12047

Secretary

Mary Archer Smith (357-2707)
Commercial Loan Officer
Hudson River Bank & Trust
3083 Carman Road
Rotterdam, New York 12303

Pamela Hayner (270-3263)

Vice President

Troy Savings Bank

Hedley Park Place, 433 River St.
Troy, New York 12180

Al DeSalvo (432-5548)
Regional CRA Representative
M & T Bank

80 State Street, 1* flooor
Albany, New York 12207

Larry Schechter (432-2030)
Vice President

HSBC

126 State Street

Albany, New York 12207

175 Central Avenue, Albany, New York 12206

Phone 518°434°1730 Fax 518°434°1767
AFFORDABLE HOUSING PARTNERSHIP

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

AFFORDABLE HOUSING PARTNERSHIP.

President

Jasmine Eldridge (272-8289)
TRIP

415 River Street

Troy, New York 12180

Treasurer

Al DeSalvo (432-5548)
M &T Bank

80 State Street, 1® floor
Albany, New York 12207

Frank Nemeth (434-5240)
Albany Community
Development Agency
200 Henry Johnson Blvd.
Albany, New York 12210

Lorraine Charboneau (626-2295)
Fleet Bank

69 State Street, 4" floor

Albany, New York 12207

Larry Schechter (432-2030)
HSBC

126 State Street

Albany, New York 12207

Patty Erwin (434-2532 x 20)
Albany Local Development Corp.
21 Lodge Street

Albany, New York 12207

Joseph Pennisi (447-5525)
Management & Budget, Albany County
112 State Street, Room 210

Albany, New York 12207

Jackie Bokus (885-8995)
Cornell Coop Ext of Saratoga
50 West High Street

Ballston Spa, New York 12020

Vacancies:
Rensselaer County representative
Saratoga County representative
Albany nonprofit representative

2000 BOARD OF DIRECTORS

Vice President

Judith Eisgruber (765-2425)

Albany County Rural Housing Alliance
P.O. Box 407, Martin Road
Voorheesville, New York 12186

Secretary

Terrence Connolly (882-5147)
City of Schenectady Housing Dev.
City Hall

Schenectady, New York 12305

Nancy Andriano

Town of Colonie Community Development
Memorial Town Hall

Newtonville, New York 12128

Pam Hayner (270-3263)

Troy Savings Bank
433 River Street, 7th floor
Troy, New York 12180

Robert Radliff (436-8586)
Capital District Community Loan Fund
255 Orange Street, #103
Albany, New York 12210

Roger Markovics (426-1590)
United Tenants of Albany
33 Clinton Avenue

Albany, New York 12207

Eric Dahl (372-6469)

Better Neighborhoods Inc.

986 Albany Street
Schenectady, New York 12307

175 Central Avenue, Albany, New York 12206

Phone 518°434*1730 Fax 5184341767
AFFORDABLE HOUSING PARTNERSHIP
2001 BOARD OF DIRECTORS

President

Judith Eisgruber (765-2425)

Albany County Rural Housing Alliance
P.O. Box 407, Martin Road
Voorheesville, New York 12186

Treasurer

Bob Radliff (436-8586)

Capital District Community Loan Fund
255 Orange Street, #103

Albany, New York 12210

Frank Nemeth (434-5237)
Albany Home Store
175 Central Avenue
Albany, New York 12206

Lorraine Charboneau (626-2295)
Fleet Bank

69 State Street, 4" floor

Albany, New York 12207

Larry Schechter (432-2030)
HSBC

126 State Street

Albany, New York 12207

Patty Erwin (434-2532 x 20)
Albany Local Development Corp.
21 Lodge Street

Albany, New York 12207

Joseph Pennisi (447-5525)
Management & Budget, Albany County
112 State Street, Room 210

Albany, New York 12207

Jackie Bokus (885-8995)
Cornell Coop Ext of Saratoga
50 West High Street

Ballston Spa, New York 12020

Vacancies:

Rensselaer County public sector representative
Saratoga County public sector representative

Albany nonprofit representative

Vice President

Ann Ferraro (382-5147)

City of Schenectady Housing
City Hall, 105 Jay Street
Schenectady, New York 12305

Secretary

Jasmine Eldridge (272-8289)
TRIP

415 River Street

Troy, New York 12180

Nancy Andriano (783-2718)

Town of Colonie Community Development
Memorial Town Hall

Newtonville, New York 12128

Pam Hayner (270-3263)
Troy Savings Bank

433 River Street, 7th floor
Troy, New York 12180

Tom luorno (426-6439)
Charter One Bank

833 Broadway

Albany, New York 12207

Roger Markovics (426-1590)
United Tenants of Albany
33 Clinton Avenue

Albany, New York 12207

Eric Dahl (372-6469)

Better Neighborhoods Inc.

986 Albany Street
Schenectady, New York 12307
CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION
2001 BOARD OF DIRECTORS

President

Bobbi Carter (233-6685)
Asst. Director, CRA
Cohoes Savings Bank

50 Mohawk Street
Cohoes, New York 12047

Treasurer

Al DeSalvo (432-5548)
Regional CRA Representative
M&T Bank

80 State Street, 1* floor
Albany, New York 12207

Greg Micoley (488-5146)

Vice President, Community Development
Key Bank

66 South Pearl Street

Albany, New York 12207

Deborah Appel (381-3875)
Vice President

Trustco'Bank

320 State Street

Schenectady, New York 12305

Lorraine Charboneau (626-2995)
Vice President

Fleet Bank

69 State Street, 4th floor
Albany, New York 12207

Thomas Thouin (274-4800)
Assistant Vice President
Pioneer Savings Bank

21 Second Street

Troy, New York 12180

Bill Jeffs (433-2553)

Vice President

Chase Manhattan Bank

12 Corporate Woods Blvd., 4'" floor
Albany, New York 12211

Vice President

Robert MacLasco (464-5292)
Vice President

State Employees FCU

P.O. Box 12189

Albany, New York 12212

Secretary

Mary Archer Smith (357-2707)
Commercial Loan Officer
Hudson River Bank & Trust
3083 Carman Road
Rotterdam, New York 12303

Pamela Hayner (270-3263)

Vice President

Troy Savings Bank

Hedley Park Place, 433 River St.
Troy, New York 12180

Tom luorno (426-6439)
Community Lending Manager
Charter One Bank

833 Broadway

Albany, New York 12207

Larry Schechter (432-2030)
Vice President

HSBC

126 State Street

Albany, New York 12207

Benjamin Ziskin (842-7200)
Senior Vice President
Mohawk Community Bank
11 Division Street
Amsterdam, NY 12010

Neil Hannan (786-9209)
Assistant Vice President
Evergreen Bank

One Old Loudon Rd.
Latham, New York 12110
AFFORDABLE HOUSING PARTNERSHIP

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

President

Larry Schechter (432-2030)
Vice President

HSBC

126 State Street

Albany, New York 12207

Treasurer

Lorraine Charboneau (447-2369)
Vice President

Fleet Bank

69 State Street, 4th floor
Albany, New York 12207

Robert MacLasco (464-5292)
Vice President

State Employees FCU

P.O. Box 12189

Albany, New York 12212

Mary Archer-Smith (357-2707)
Commercial Loan Officer
Hudson River Bank & Trust
3083 Carman Road
Rotterdam, NY 12303

William Jeffs (433-2553)

Vice President

The Chase Manhattan Bank N.A.

12 Corporate Woods Blvd., 4th floor
Albany, New York 12211

Sandra Adams (686-4748)
Community Mortgage Specialist
Key Bank NA

14 Main Street

Hoosick Falls, New York 12090

1999 BOARD OF DIRECTORS

Vice President

Tom Iuorno (426-6439)
Community Lending Manager
Charter One/Albank

833 Broadway

Albany, New York 12207

Secretary

Bobbi Carter (463-3121)

Community Development Coordinator
Cohoes Savings Bank

Urban League Office

95 Livingston Avenue

Albany, New York 12207

Thomas Thouin (274-4800)
Assistant Vice President
Pioneer Savings Bank

21 Second Street

Troy, New York 12180

Pamela Hayner (270-3263)

Vice President

Troy Savings Bank

Hedley Park Place, 433 River St.
Troy, New York 12180

Al DeSalvo (432-5548)
Affordable Housing Lender
M&T Bank

P.O. Box 390

Clifton Park, New York 12065

90 State Street, Room 1431, Albany, N.Y. 12207 Phone 518*434*1730 FAX 518*434*1767

Serving Albany, Rensselaer, Saratoga and Schenectady Counties
AFFORDABLE HOUSING PARTNERSHIP

CAPITAL AFFORDABLE HOUSING FUNDING CORPORATION

AFFORDABLE HOUSING PARTNERSHIP

President

Robert Radliff (436-8586)

Capital District Community Loan Fund
255 Orange Street, #103

Albany, New York 12210

Secretary

Jasmine Eldridge (272-8289)
TRIP

415 River Street

Troy, New York 12180

David Riker (434-5240)
City‘of Albany Community
Development Agency
200 Henry Johnson Blvd.
Albany, New York 12210

William Jeffs (433-2553)
Chase Manhattan Bank

12 Corporate Woods Blvd.
Albany, New York 12211

Patty Erwin (434-2532 x 20)
Albany Local Development Corp.
21 Lodge Street

Albany, New York 12207

Peter Clouse, Esq. (756-6636)
Albany County Legislator, 37th Dist.
13 Binie Drive

Coeymans, NY 12045

Judith Eisgruber (765-2425)

Albany County Rural Housing Alliance
P.O. Box 407, 34 S. Main Street
Voorheesville, New York 12186

1999 BOARD OF DIRECTORS

Vice President
Michael Burns (465-1693)
City of Rensselaer

Planning Department
City Hall, 505 Broadway
Rensselaer, New York 12144

Treasurer

Al DeSalvo (432-5548)

M&T Bank

P.O, Box 390

Clifton Park, New York 12065

Mary Burke (783-2741)

Town of Colonie Engineering & Planning

347 Old Niskayuna Road
Latham, New York 12110-2289

Pam Hayner (270-3263)
Troy Savings Bank

433 River Street, 7th floor
Troy, New York 12180

Kenneth Braswell (463-3121)
Urban League of Northeastern NY
95 Livingston Avenue

Albany, New York 12207

Roger Markovics (426-1590)
United Tenants of Albany

33 Clinton Avenue

Albany, New York 12207

Eric Dah! (372-6469)

Better Neighborhoods Inc.

986 Albany Street
Schenectady, New York 12307

Terrence Connolly (382-5147)
City of Schenectady Housing Dev.
City Hall

Schenectady, New York 12305

90 State Street, Room 1431, Albany, N.Y. 12207 Phone 518*434*1730 FAX 518*434¢1767

Serving Albany, Rensselaer, Saratoga and Schenectady Counties
AFFORDABLE HOUSING PARTNERSHIP OF ALBANY COUNTY, INC.

Amendment to the By-Laws

The Directors of the Affordable Housing Partnership of
Albany County, Inc., hereby amend the by-laws of the organization
as follows:

(b) Five of the Directors shall consist of
representatives of county, city, town or village
governments, or agencies thereof, in the County of
Albany, New York, to be elected by the outgoing Board
of Directors.

| Article III, Section 2 shall be amended to read:
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(ec) Five of the Directors shall consist of
representatives, to be elected by the outgoing Board of
Directors of not-for-profit organizations having among
their primary corporation purposes the provision of
low- and moderate-income housing or housing-related
services to low- and moderate-income people.

All other articles and sections of the By-Laws will remain the same.

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REV. 9/5/89
BY-LAWS
OF

AFFORDABLE HOUSING PARTNERSHIP OF ALBANY COUNTY, INC.

(A NOT-FOR-PROFIT CORPORATION)

ARTICLE I

OFFICES

The principal office of the Corporation shall be located in the
County of Albany, and State of New York. The Corporation may also have
such offices at such other places within or Without the State
as the Board of Directors may from time to time determine.

ARTICLE IT

MEMBERS

The Corporation shall have no members.

ARTICLE IIT

BOARD OF DIRECTORS

1. The Corporation shall be managed by a Board.of Directors. Each
director shall be at least 18 years of age. The initial Board of
Directors shall consist of 4 persons. Thereafter, the number of directors
constituting the entire board shall be thirteen. Subject to the
foregoing, the number of the Board of Directors may be fixed from time
to time by action of the Directors, The number of Directors may be
increased or decreased by action of the Board of Directors, provided that
any action by the Board of Directors to effect such increase or decrease
shall require the vote of a majority of the entire Board of Directors. No
decrease shall shorten the term of any director then in office.

By-Laws - 1
c

2. Except for the period preceding the first Annual Meeting, the

zomposition of the Board shall be as follows:

(a) Four of the Directors shall consist of representatives
of Capital Affordable Housing Funding. Corporation, elected by that
Corporation. These representatives shall be ex officio members of the
Board.

(b) Four of the Directors shall consist of representatives
of county, city, town or village governments, or agencies thereof, in the
County of Albany, New York, to be elected by the outgoing Board of
Directors.

(c) Four of the Directors shall consist of representatives,
to be elected by the outgoing Board of Directors of not-for-profit
organizations having among their primary corporation purposes the
provision of low~and moderate-income housing or housing-related services
to low-and moderate-income people.

(d) There shall be one director-at-large, elected by the
outgoing Board of Directors.

3. The first Board of Directors shall consist of those persons named
as the initial Board of Directors in the Certificate of Incorporation
and they shall hold office until the first Annual Meeting of the Board of
Directors, and until their successors have been duly elected and qualify.
Thereafter, at each Annual Meeting of the Board, the Directors shall elect
their successors for the following year, which successors may be incumbent
members of the Board... Each director shall hold office until the
expiration of the one-year term for which he was elected, and until his
successor has been duly elected and qualified, or until his prior
resignation or removal as hereinafter provided.

4.(a) The Board of Directors may remove any director thereof with or
without cause. Absence from three consecutive meetings shall result in
automatic expulsion from the Board.

5. Newly-created directorships or vacancies in the Board of
Directors may be filled by a vote of majority of the Board of Directors
then in office, although less than a quorum, unless otherwise provided in
the Certificate of Incorporation of the Corporation, except that
vacancies among the ex officio board positions shall be filled by
representatives elected by Capital Affordable Housing Funding Corporation.
A director elected to fill a vacancy caused by resignation, death, or
remova] shall be elected to hold office for the unexpired term of his
predecessor.

By-Laws ~ 2
(

6.(a) A regular Annual Meeting of the Board of Directors, and all
ither meetings, shall be held at such time and place as shall be fixed by
the Board of Directors from time to time.

(b) No notice shall be required for regular meetings of the Board
of Directors for which the time and place have been fixed. Special
meetings may be called by or at the direction of the President, or by a
majority of the directors. then in office.

(c) Written, oral, or any other method of notice of the time and
place shall be given for special meetings of the Board of Directors in
sufficient time for the convenient assembly of the Board of Directors.
The notice of any meeting need not specify the purpose of such meeting.
The requirement for furnishing notice of a meeting may be waived by any
director who signs a Waiver of Notice before or after the meeting or who
attends the meeting without protesting the lack of notice to him.

7. Except to the extent herein or in the Certificate of
Incorporation of the Corporation provided, a majority of the entire
members of the Board of Directors shall constitute a quorum, provided
that, the presence of at least one representative from each of the three
groups of Board Members described in Section 2(a), (b), and (c) of these
By-laws shall be required for a quorum. Whenever a vacancy on the Board
of Directors shall prevent a quorum from being present, then, in such
event, the quorum shall consist of a majority of the members of the Board

- of Directors excluding the vacancy. A majority of the directors present,

whether or not a quorum is present, may adjourn a meeting to another

time and place. Except to the extent provided by law and these

By-laws, the act of the Board of Directors shall be by 4@ majority of the
directors present at the time of vote, a quorum being present at such
time. Any action authorized by resolution, in writing, by all of

the directors entitled to vote thereon and filed with the minutes of the
corporation shall be the act of the Board of Directors with the same force
and effect as if the same had been passed by unanimous vote at a duly
called meeting of the Board.

8. The President shall preside at all meetings of the Board of
Directors. If there be no President or in his absence, the Vice-President
shall preside and, if there be no Vice-President or in his absence, any
other director chosen by the Board shall preside.

9. Whenever the Board of Directors shall consist of more than three
persons, the Board of Directors may designate from their number, an
executive committee and other standing committees. Such committees shall
have such authority as the Board of Directors may delegate, except to the
extent prohibited by law. In addition, the Board of Directors may
establish special committees for any lawful purpose, which may have such
powers as the Board of Directors may lawfully delegate.

By-Laws - 3
representative from each of the three categories described in Article III,
Section 2(a), (b), and (c) hereof. The Nominating Committee shall present
a slate of candidates for the directorships to be filled by election,

(b) With respect to the representative of local government, the
Nominating Committee shall endeavor to propose two representatives of the
City of Albany; one representative of a suburban jurisdiction; and one of

ARTICLE IV

OFFICERS

1. The Board-of Directors shall elect a President, a
Vice-President, a Secretary, and a Treasurer, and may appoint such
other officers as it may determine. Any two or more offices may be held
by the same persons except the office of President and Secretary. The
President, Vice-President and Treasurer shall be chosen from among the
directors. .

2. Each officer shall hold office until the Annual Meeting of the
’ Board of Directors, and until his successor has been duly elected and
qualifies. The Board of Directors may remove any officer with or without
cause at any time.

3.(a) The President shall be the chief executive officer of the
Corporation, shall have the responsibility for the general management of
the affairs of the Corporation, and shall earry out the resolutions of the
Board of Directors.

(c) The Treasurer shall have the care and custody of all of the
funds and securities of the Corporation, and shall deposit or cause to be
deposited said funds in the name of the Corporation in such bank accounts
as the Board of Directors may from time to time determine.

By-Laws - 4
(

(d) The Secretary shall keep the minutes of the Board of Directors.
He shall have custody of the seal of the Corporation, end shall affix and
attest the same to documents duly authorized by the Board of Directors.
He shall serve all notices for the Corporation which shall have been
authorized by the Board of Directors, and shall have charge of all books
and records of the Corporation.

ARTICLE V

MISCELLANEOUS

1. The Corporation shall keep at the principal office of the

.Corporation, “complete and correct records and books of account, and shall

keep minutes of the proceedings of the Board of Directors and any

committee appointed by the Board of Directors.

2. The Corporation is organized exclusively for one or more of the
purposes as specified in 501(c)(3) of the Internal Revenue Code of 1954,
and shall not carry on any activities not permitted to be carried on by a

- corporation exempt from Federal income tax under IRC 501(c)(3) or

corresponding provisions of any subsequent Federal tax laws.

No part of the net earnings of the corporation shall inure to
the benefit of any member, trustee, director, officer of the corporation,
or any private individual (except that reasonable compensation may be paid
for services rendered to or for the corporation), and no member, trustee,
officer of the corporation or any private individual shall be entitled to
share in the distribution of any of the corporate assets on dissolution of
the corporation.

No substantial part of the activities of the corporation shall
be carrying on propaganda, or otherwise attempting to influence
legislation [except as otherwise provided by IRC 501(h)] or participating
in, or intervening in (including the publication or distribution of
statements), any political campaign on behalf of any candidates for public
office.

In the event of dissolution, all of the remaining assets and
property of the corporation shall, after necessary expenses thereof, be
distributed to another organization exempt under IRC 501(c)(3), or
corresponding provision of any subsequent Federal tax laws, or to the
Federal government, or state or local government for a public purpose,
subject to the approval of a Justice of the Supreme Court of the State of
New York.

By-Laws - 5
(

In any. taxable year in which the corporation is a private
foundation as described in IRC 509(a), the corporation shall distribute
-ts income for said period at such time and manner as not to subject it to
tax under IRC 4942, and the corporation shall not (a) engage in any act of
self-dealing as defined in IRC 4941(d), retain any excess business
holdings as defined in IRC 4943(c),(b) make any investments in such manner
as to subject the corporation to tax under IRC 4944, or (c) make any
taxable expenditures as defined in IRC 4945(d) or corresponding provisions
of any subsequent Federal tax laws.

3. The fiscal year of the Corporation shall be fixed by the Board
of Directors from time to time, subject to applicable law.

4. The Board of Directors shall have the power to make, alter or
repeal, from time to time, By-Laws of the Corporation. If any By-law
regulating an impending election of directors is adopted, amended or
replaced by the Board, there shall be set forth in the notice of the next
meeting for the election of directors, the by-law so made, amended or
repealed, together with a concise statement of the changes made.

to time may determine. Endorsements for deposits to the credit of the
Corporation shall be made in such manner as the Board of Directors from
time to time may determine.

6. No loans or advances shall be contracted on behalf of the
Corporation, and no note or other evidence of indebtedness shall be issued
in its name, unless and except as authorized by the Board of Directors.
Any such authorization shall relate to specific transactions, and may
include authorization to pledge, as security for loans.

7. The President, Vice-President, or any other officer specifically
authorized by the Board of Directors, may, in the name of and on behalf of
the Corporation, enter into those contracts or execute and deliver those
]

Alban
as fo

AFFORDABLE HOUSING PARTNERSHIP OF ALBANY COUNTY, INC.

Amendment to the By-Laws
November 19, 1992

The Directors of the Affordable Housing Partnership of
y County, Inc., hereby amend the by-laws of the organization

llows:

The name of the organization shall be changed to be:
Affordable Housing Partnership, Inc.

Article III, Section 2 shall be amended to read:

(b) Seven of the Directors shall consist of
representatives of county, city, town or village
governments, or agencies thereof, in the County of
Albany, New York and its surrounding counties, to be
elected by the outgoing Board of Directors.

(c) Seven of the Directors shall consist of
representatives, to be elected by the outgoing Board of
Directors of not-for-profit organizations having among
their primary corporation purposes the provision of
low- and moderate-income housing or housing~-related
services to low- and moderate-income people.

All other articles and sections of the By-Laws will remain the

same.

kK kK eK KK

Amendment to the Certificate of Incorporation
November 19, 1992

The Directors of the Affordable’ Housing Partnership of
Albany County, THe: 3 hereby amend the certificate
incorporation of the organization as follows:

The name of the corporation shall be changed to he:
Affordable Housing Partnership, Inc.

of
PROPOSAL

OF THE

ALBANY COUNTY
PUBLIC/PRIVATE
HOUSING PARTNERSHIP

FOR THE CREATION
OF THE

CAPITAL
AFFORDABLE HOUSING
FINANCE CORPORATION

FEBRUARY 1989

THE ALBANY COUNTY
PUBLIC/PRIVATE
HOUSING PARTNERSHIP
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City oF ALBANY
DEPARTMENT OF HOUSING DEVELOPMENT
155 WASHINGTON AVENUE
THomas M, WHALEN tll ALBANY, NEw YORK 12210 JOSEPH F: PENNS)
Mayor TELEPHONE (518) 434-5264 COMMISSIONER

December 23, 1988

Mr. Joseph P. Richardson

Senior Vice President and Regional
Senior Lending Officer

Norstar Bank

69 State Street

Albany, New York 12207

Dear Joe:

Attached you will find the draft of the Partnership’s proposal for
presentation to our members at the January 12th meeting in your
offices. If there is anything which you think should be changed
before we distribute it, let me know and I will gladly make the
changes.

If we can get the document out in the week between Christmas and New
Year’s Day, it will give everyone almost two weeks for review and
comment. Please encourage the members to edit freely. I believe the
document can stand to lose a few pages before it is finalized.

I again mentioned to the Mayor that we would like to use him to
sponsor the meeting with the banks and he again agreed. Give me a
few dates as soon as possible so we can place it on his calendar and
firm up other arrangements.

I look forward to seeing you on January 12th. In the meantime please
accept my best holiday wishes for you and your family.

Sincerely,

Jogeph F. Pennisi
Enclosures

ec: Mr. Roger Markovios,
ALBANY COUNTY PUBLIC/PRIVATE
HOUSING PARTNERSHIP

JOSEPH RICHARDSON, NORSTAR BANK OF UPSTATE NY, CHAIRMAN
JOSEPH PENNISI, ALBANY DEPT. OF HOUSING DEVEL., VICE-CHAIRMAN

PRIVATE SECTOR

DUNCAN BARRETT, DUNCAN BARRETT AND CO.
WILLIAM BONANO, FIRST AMERICAN BANK
TIMOTHY CAULFIELD, KEY BANK, NA

JAMES DUNCAN, NATIONAL SAVINGS BANK = —
PETER FLORY, THE DIME SAVINGS BANK OF NY
JOSEPH KARIAN, FIRST AMERICAN BANK

ROBERT MEYER, THE DIME SAVINGS BANK OF NY —
KEVIN McCOLLAM, TRUSTCO BANK

NANCY MOTT, UNION NATIONAL BANK

GORDON MILLER, ALBANY SAVINGS BANK

_____ MICHAEL REILLY, ALBANY SAVINGS BANK
___—. JAMES ROGERS, MARINE MIDLAND BANK, NA

KRISTIN SANDS, MANUFACTURERS HANOVER TRUST CO.
DANIEL SLEASMAN, O'CONNELL AND ARONOWITZ, P.C.
EILEEN STRAWBRIDGE, FIRST AMERICAN BANK

PUBLIC SECTOR

MARY BURKE, TOWN OF COLONIE PLANNING DEPT.

THE HON. FRED FIELD, TOWN OF COLONIE SUPERVISOR

WILLIAM JACOBY, CITY OF ALBANY DEPT. OF HOUSING DEVELOPMENT
ANN MARIE SHEEHEY, TOWN OF COLONIE DEPT. OF COMMUNITY
DEVELOPMENT

COMMUNITY ORGANIZATIONS

MARGARET DIGGS, COUNCIL OF COMMUNITY SERVICES
KATHLEEN DORGAN, CAPITOL HILL IMPROVEMENT CORPORATION
ROGER MARKOVICS, UNITED TENANTS OF ALBANY

KIRBY WHITE, ALBANY COMMUNITY LAND TRUST
INTRODUCTION

ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP
MISSION STATEMENT :

The Albany County Public Private Housing Partnership was formed in 1986
to serve the following purposes:

The Public/Private Partnership is an organization which brings
together on a regular basis leadership from Albany County
banks, the housing-related community organizations and the
public sector in a common forum to discuss openly the
problems and issues relating to low and moderate income
housing in Albany County. The purpose of the Partnership is
informational with the hope that local bankers will become
more aware of the needs of low and moderate income persons
and thus enhance their ability to plan and organize their
lending and other financial activities commensurate with the
goals and objectives of the Community Reinvestment Act
established by the Federal Reserve Board.

The further purpose of the Partnership is to assess the
information which is gathered, and in particular, to assess the
needs and existing resources relative to the affordable housing
problem, and to recommend possible solutions.

THE PARTNERSHIP'S ASSESSMENT OF THE PROBLEM

It is accepted that there is now a substantial unfilled need in our
communities for good housing that is "affordable" to the lower-middle and
low income segment of our population. The dramatic increase in real
estate values in our region, "gentrification" of our urban areas, spiraling
costs of new construction of homes and apartments, shortage of student
housing, restrictive zoning, disputes over labor costs in publicly assisted
housing projects and other factors have all contributed to this chronic
shortage.

The shortage of affordable housing has an obvious and painful impact on
those individuals and families who are homeless or inadequately housed.
The problem, if left unchecked, also has the potential to have a strong
negative impact on the economic health of the area, as the willingness of
businesses to locate and expand here is constrained by the ability of
current and potential new employees of those businesses to find safe,

oy
adequate, affordable housing.

The public. sector has established a number of programs to help alleviate
the problem. The New York State Housing Trust Fund and Affordable Home
Ownership Programs, and the Federal Housing Development Action Grant
(HODAG) and Section 8 Voucher Programs represent a few examples of
these resources. In the community development sector, many not-for-
profit agencies have been organized and have sponsored many projects and
programs designed to make an impact on the problem.

In addition, the financial community has provided substantial assistance.
These efforts, however, have been uncoordinated commitments by
individual banking institutions. Much more needs to be done by ail of the
banks in our county. It is the Partnership's belief that the single most
pressing need at this time is the ready availability of additional low cost
financing. It is the further belief of the Partnership that this pressing
need should be met by the entire banking community in an organized and
coordinated manner. By combining contributions from all members of the
County's banking industry, the Partnership believes that great strides can
be made in meeting the housing needs of our communities.

If favorable "bank" financing is made more readily available, it is also
believed that other private capital will be forthcoming, thus helping to
fill another chronic need.

THE PARTNERSHIP'S RECOMMENDATION FOR ACTION

As summarized above, the Partnership believes that there is an unfilled
need for a greater, more broadly based participation by the banking
industry in the Capital Region to create adequate financing opportunities
for the development of affordable housing.

To help fill this need, the Partnership has developed the following
proposal. .

THE CONCEPT

A not-for-profit corporation, the Capital Affordable Housing
Finance Corporation (CAHFC), should be created for the purpose
of reviewing and making loans available for qualified
affordable housing projects within our County. Ideally, CAHFC
would be funded and directed by all banks ("member banks")
which have a presence in Albany County. The Corporation

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would be appropriately staffed by the Board of Directors based
upon its level of activity and volume of loans.

Each member bank would be expected to commit loan funds on
favorable terms to CAHFC, (with allocations based upon
relative Albany County reported deposits). These funds would
be pooled to form a loan fund for affordable housing projects,
making construction loans and permanent loans to qualified
projects and individuals in the County. In addition, capital
necessary to pay administrative costs for the Corporation's
first year of operation would be contributed by member banks
with matching funding provided by the business community.

CAHFC would develop relaxed underwriting criteria sufficient
to protect its investment in each individual loan and would
make funds available at rates which are below market, with
minimum closing costs. The Corporation would accept
referrals from all member banks and from other not-for-profit
housing agencies.

FUNDING NEEDS IN SUPPORT OF LOW INCOME HOUSING INITIATIVES
ALBANY COUNTY 1989-1990

The analysis which follows was prepared by the Housing Needs
subcommittee of the Albany County Public Private Housing Partnership. It
presents estimates of the private financing needs of various providers of
low income housing in Albany County in 1989-1990. The total estimate of
need County-wide for this two year period is $16 million which should
result in the creation or improvement of 767 units at a total cost of $29
million, leveraging over $13 million in State and Federal subsidies.

The estimate is broken down into three components geographically: 1)
City of Albany, 2) Rural areas of the County, and 3) Balance of County,
which includes primarily the suburban areas. Of the total $16 million,
approximately $13.3 million is attributable to projects within the City of
Albany, while $2 million is estimated to be generated by projects in rural
areas, and less than $1 million from other areas of the County.

The amount of activity within the City of Albany is the product of two
different factors. The first of these is the corresponding concentration of
a low income population and housing need in the City. The second factor is
the lesser ability to estimate need for other areas of the County which are
not as well represented in the Partnership. To the extent that estimates
“for the other parts of the County are not reflective of all applicable

affordable housing activity, the overall estimate of need for the County
may be low. ,

In developing these estimates, the Subcommittee restricted itself to
considering affordable housing activity which would be undertaken under
the auspices of local governments, Community Development Agencies, or
local not-for-profit housing corporations or activity which would be
undertaken in conjunction with State or Federal funding programs.
Estimates under each specific program reflect that need for funding which
exists after taking into consideration Federal, State or local debt
financing or subsidies. In most ‘cases, experience with these programs
allows a reasonable estimate of rehabilitation or construction costs for
each unit created or rehabilitated. Similarly, experience with the
programs and their funding sources allows an estimate of the number of
units which might be funded in any given year and the amount of subsidy or
financing which might be provided per unit. Taken together, these two
areas of experience allow an estimate of perlunit private funding needs.
Specific assumptions are presented in the glossary of programs which is
attached as an appendix to this report.

With respect to the timing of funding needs, the estimates reflect the
years in which projects will be initiated. in many cases, applications for
funding from State and Federal sources, require commitment of other
sources of funds necessary to complete a project as a prerequisite for
receiving public moneys. Therefore, while funding commitments are
estimated to be required in the amounts given over the two year period,
actual outlay of funds may lag behind commitments by a considerable
length of time, given predevelopment and construction periods.

One additional factor which may serve to increase the estimates
presented here is the availability of additional funds at the State and
Federal levels for housing. Since the demand for private financing is
driven by the availability of governmental funding for affordable housing
production, any significant increase in funding for housing programs in the
near future would result in an increased demand for private financing. At
the State level $350 million is currently appropriated for low income

housing purposes in the Infrastructure Trust Fund.

The State's current budget deficit makes the ultimate expenditure of all
of this money questionable. However, most scenarios for closing the
budget gap allow for at least a portion of these funds to remain for
affordable housing development.
rc . sre oe wb oS me 90 Do a ns OS DO ET Ea SS
: PRIVATE FINANCING NEEDS IN SUPPORT OF LOW INCOME HOUSING
INITIATIVES ALBANY COUNTY 1989-90

\. CITY OF ALBANY

"1989 © "1990 TOTAL PRIVATE TOTAL FINANCING

PROGRAM UNITS. UNITS. UNITS. SUNT. PRIVATE $ TYPE
AHP 70 70 140 $35,000 $4,900,000 CONSTR&PERM
HIF 50 §0 100 $20,000 $2,000,000 PERMANENT
} CD RAP 35 35 70 $5,000 $350,000 CONSTR & PERM
RENTAL REHAB $2 §2 104 $5,000 $520,000 CONSTR & PERM
| SECTION 8 15 1§ 30 $50,000 $1,800,000 CONSTR & PERM
i AIDP 20 20 40 $75,000 $3,000,000 CONSTR & PERM
i LAND TRUST 0 § § $30,000 $150,000 PERMANENT

OTHER" 15 15 30 $30,000 $900,000 CONSTR & PERM

CITY TOTAL 257 262 $19 $13,320,000 CONSTR & PERM

* OTHER encompasses various State, Federal and foundation funded programs.

ll, RURAL AREAS

"1989 = *1990 TOTAL = PRIVATE TOTAL, FINANCING
PROGRAM UNITS. UNITS UNITS. S/UNIT. PBIVATE $. TYPE
FmHA 515 24 24 48 $37,500 $1,800,000 CONSTRUCTION
RURAL INIT $ § 10 $20,000 $200,000 CONSTR & PERM
RURAL TOTAL 29 29 §8 $2,000,000 CONSTR & PERM

Ill, BALANCE OF COUNTY

"1989 © *1990 TOTAL PRIVATE TOTAL FINANCING
i PROGRAM UNITS. UNITS. UNITS S/UNIT. PRIVATE $ TYPE
CO RAP 75 75 150 $4,000 $600,000 CONSTR & PERM
RENTALREHAB 20 20, 40 $5,000 $200,000 CONSTR & PERM
| BoC TOTAL, 95 95 190 , $800,000 CONSTR & PERM
| GRAND TOTAL
| "1989 © “1990 TOTAL PRIVATE TOTAL FINANCING
| PROGRAM UNITS UNITS. UNITS. SMUNIT. PRIVATES. TYPE
| COUNTYWIDE 381 386 767 $16,120,000 CONSTR & PERM

SUMMARY. The private financing listed above would allow for the creation of 767
units of affordable housing at a total cost of $29.2 milllon, leveraging $13.1
milllon In State and Federal subsidies.

wad MME RAM RHHMAM DEES RDO A MASE R ORS SARS RS Se a ee SSE TS

i
STRUCTURING THE EFFORT

The structure chosen to funnel private financing into affordable housing is
based on a model operating in Hartford, Connecticut. This model calls for
the creation of two separate corporate ‘entities. The first of these would
be a (501)-(c)(3) tax exempt not-for-profit corporation whose major
function would be the establishment of policy goals with respect to
affordable housing to be financed and initial screening of proposals both
for conformance with these goals and economic feasibility. It is
envisioned that this Corporation would be a formalization of the existing
Public Private Housing Partnership.

The second corporation would be the Capital Affordable Housing Finance
Corp., a not-for-profit whose function would be to make actual funding
decisions with respect to projects presented to it for financing. This
Corporation would be solely comprised of the participating Albany County
banks. ,

A brief description of the two Corporations follows.
CORPORATION |
ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP CORP. (PPHP)

Function - Corporation will act to facilitate and coordinate the
commitment of private financing in support of affordable housing
initiatives. Specific functions will include intake for proposed affordable
housing projects, screening for initial feasibility and conformance with
public policy goals as defined by its board and packaging of specific
financial proposals for presentation to CAHFC Board/Loan Committee.

Status - (501)-(c)(3) Tax Exempt Not-for-Profit

Regulation - None

Membership, - Membership will consist of all current members of the
Public-Private Housing Partnership. Different categories of membership

will be established for the public, private, and not-for-profit members.
New members would be accepted by majority vote of all existing members.

Board. Composition - The Board of Directors of the Corporation will
consist of twelve members including four each from the public, private,
«

’ . and not-lor-profit membership categories. At the outset all four private

sector members should represent the banking community, while the public
and NEP members should be geographically representative of the County
with two members representing the City of Albany, one member
representing rural areas of the County and one member representing
suburban areas of the County. Election of Directors from each membership
category would be made by majority vote of that category.

Staffing - Initial staffing will consist of one individual who will act as
Executive Director and Secretary to the Board of both Corporations and an
administrative assistant to supply clerical support to the Executive
Director. Additional staffing should be considered as workload and
funding availability dictate.

ing - Initial funding for staff will come from grants
from member financial institutions. Office space and nonpersonnel items
will be sought as in-kind contributions. In addition, grants will be sought
from public and other sources.

Project Funding - Not Applicable.
CORPORATION II
CAPITAL AFFORDABLE HOUSING FINANCE CORP. (CAHFC)

Function - The Corporation will act as a conduit for private sector funds
to support affordable housing, borrowing from member financial
institutions and using proceeds to loan to individual affordable housing
projects. CAHFC will act as the financing arm of the Public-Private
Housing Partnership charged with the responsibility of making loan
decisions based on detailed underwriting criteria and with the approval of
its Board of Directors/Loan Committee. In addition, it will be
responsible for the processing and servicing of loans made.

Status - Not-for-Profit Corporation

Regulation - NYS Licensed Mortgage Broker, if deemed necessary and
appropriate.

Membership - Membership will consist of all financial institutions
providing funds or loan participations to the Corporation.

Board Composition - A small number of the Corporation's members will be

elected as a Board of Directors which would serve as a loan committee.

The Board will be responsible for approving of rejecting each loan
application. brought before it by the Executive Director.

Staffing - Executive Director/Secretary to the Board will be shared with
the Public Partnership Corp. Loan packaging, appraisal and other functions
performed prior to loan closing would be contracted out on a consultant
basis. Loan servicing would be contracted back to one or more of the
participating financial institutions.

ing - Administrative expenses will be paid by the
Partnership Corporation until such time as operations generate income
sufficient to meet these expenses.

Project Funding - Participating financial institutions will commit funds
to the Corporation in pro rata shares based on each institution's Albany
County total deposits. The institution's participation in individual loans
made by the Corporation would also reflect these pro rata shares. Funds
will be loaned to the Corporation at a rate reflective of the bank's cost of
funds. Loans made by the Corporation to the projects would be marked up
$0 as to cover the operating costs of the Corporation.

FINANCING THE FINANCE CORPORATION

As proposed by the Partnership, the Corporation would be capitalized by
loans from its member banks. :

LENDER PARTICIPATION

It is the hope of the Partnership that all Albany County banks would
participate in the financing of the Corporation, Based upon this
assumption an allocation schedule for lender participation has been
proposed. This allocation schedule is designed to reflect each
institution's relative share of County deposits. Based upon the most
recent list of the area's largest banks as published by the Capital District
Business Review, all banks with a presence in the County were ranked and
subsequently grouped into three categories with a minimum participation
level recommended for each category.
ness sree = ee:

RES SRA EE ERECT NESS SETS STE TOR

LENDER PARTICIPATION SCHEDULE

Group A Banks : Pro-rata share = Bridge @ $187,500, Perm @ $750,000
Bank Bridge. Perm
Albany Savings Bank $187,500 $750,000
Key Bank, NA. $187,500 $750,000
Norstar Bank of Unstate N.Y $187,500. $750,000
; Total Group A Banks $562,500 $2,250,000

Group.B Banks - Pro-rata share = Bridge @ $125,000, Perm @.$500.000

: Bank Bridge. Perm

| The Dime Savings Bank of New York $125,000 $500,000

| First American Bank of New York $125,000 $500,000
Home & City Savings Bank $125,000 $500,000
Marine Midland Bank, N.A. $125,000 $500,000
TrustCo Bank $125,000 $500,000
Northeast Savings Bank, F.A $125,000 $500,000
Total Group B Banks $750,000 $3,000,000

Grovp.C Banks - Pro-rata share = Bridge @ $62,500, Perm @ $250,000

: Bank Bridge. Peon

; Chase Lincoln First Bank, N.A. $62,500 $250,000
Citibank (New York) $62,500 $250,000
Cohoes Savings Bank $62,500 $250,000
Evergreen Bank $62,500 $250,000
Manufacturers Hanover Trust Co. $62,500 $250,000
National Savings Bank of Albany $62,500 $250,000
Union National Bank $62,500 $250,000

' Troy Savings Bank $62,500 $250,000

First Nationwide Bank $62,500 $250,000

| Pioneer Savings Bank $62,500 $250,000
Chemical Bank - Capital Region $62,500. $250,000
Total Group C Banks $687,500 $2,750,000

Tot Initial Commitment $2,000,000 $8,000,000

seceeam one me ee ee sens sae se mae soe ese oe see ee a ER SO SS as Te
If each bank participates at the proposed minimum level, a total of $8
million dollars would be available to finance affordable housing
initiatives on a permanent basis. This figure represents one half of the
two year total need estimated by the PPHP Housing Needs Subcommittee,
or approximately one year's worth of private financing in support of
affordable housing County-wide. In this context, it is important to
remember that although it is expected that commitments for these funds
would be needed in the first year, disbursements against these
commitments might lag considerably behind.

Some financial institutions may wish to consider investing in amounts
higher than those recommended, especially if their residential lending
activity is proportionally higher than their overall assets in the region.

Upon full commitment by the CAHFC of the initial allocation of funds, an
assessment of the Corporation's track record, the prospects for continued
public financing and the unmet need for affordable housing in the County
would be conducted to determine the extent of further allocations to the
Corporation by its member institutions.

FACILITIES

As noted in the participation schedule, it is anticipated that the
Corporation will make both permanent and bridge loans. An outline of each
of these facilities, both in terms of loans from the member banks to the
Corporation and from the Corporation to individual borrowers is presented
below.

Working. Capital Line of Credit/Bridge Loan Eacility

Amount: $2,000,000

Interest Rate paid to Participating Banks: P+0% payable
quarterly. .

Interest Rate charged to Borrower: Minimum rate of P+1/2 % (P
= lowest prime commercial loan rate as published in the Wall
Street Journal as of the last day of each calendar month). The
actual interest rate, application fees, points, and other loan
terms to the end borrower will be determined by the
corporation on a case by case basis based upon the ability of a
project to support financing costs.
Permanent. Financing Facility
Amount: $8,000,000

Interest Rate paid to Participating Banks: Two Year Treasury
Constant Maturity Index (1987 average = 7.40%) + 0%

Interest Rate charged to Borrower: Two Year Treasury
Constant Maturity Index (1987 average = 7.40%) + 2%, rate to
be fixed at the time of loan commitment.

Application fees, points, and other loan terms to the end
borrower will be determined by the Corporation on a case by
case basis based upon the ability of a project to support
financing costs.

CORPORATE ADMINISTRATION

The Partnership has again looked to the Hartford, Connecticut, Capital
Housing Fund as its model in attempting to organize the operations of
CAHFC. The Hartford Fund is operated efficiently and with a low overhead,
depending to a great extent on in-kind donation of services and resources
shared with other organizations.

CAHFC would, for the foreseeable future, operate with the services of only
two people. These would be an Executive Director and a second person to
provide clerical support. These individuals would not be employees of the
Housing Finance Corporation, but of the Partnership Corporation. Their
services would be shared by both of the Corporations.

The Executive Director would act as Secretary to the Boards of both
Corporations, scheduling and coordinating Corporate activities. In
addition, the Director would have responsibilities specific to the Finance
Corporation. These would involve acting as liaison to the member banks
and coordinating all drawdowns of funds for the Corporation and payouts
upon loan closings to individual projects.

Beyond these administrative functions, the Corporation would function
primarily with contracted services. The most significant of these would
be the services of a Real Estate Finance Consultant whose primary
responsibility would be packaging of development proposals for
presentation to both Boards. It is extremely important that the
|

Consultant chosen have riot only credibility with the member banks who
will form the loan committee, but also a familiarity with the
governmental programs which will provide the bulk of the financing for
most of the proposed projects.

An outline of contractual services to be provided to the Corporation is
presented below.

Real Estate Finance Consultant
The Real Estate Finance Consultant will provide the following services:

* Prepare loan application documents, underwriting guidelines
and servicing procedures for review and adoption by the
Corporations.

* Provide loan underwriting analysis and present loan packages
to the loan committee for action.

* Act as loan officer for the Finance Corporation during the
construction period. :

* Assume loan servicing responsibility for defaulted loans and
administer work-out loans.

* Develop a list of appraisers and inspecting architects and
engineers.

\ Servici

Loan Servicing will be provided by one or more participant banks for the
working capital line of credit/bridge loan facility. Bids will be obtained
from interested member banks for this service.

Appraisals

A list of appraisers will be developed by the Real Estate Finance
Consultant for approval by the Board. Appraisal fees will be paid by the
borrower where economically feasible.

Inspecting Architects

A list of licensed architects and engineers will be developed by the Real
Estate Finance Consultant for approval by the Board. Inspection fees will
be paid for by the borrower where economically feasible.

Legal Services

A list of legal firms will be developed for approval by the Board. Legal
fees will be paid by the borrower where economically feasible.

Accounting. Services

Roth, Lurie, Nobis, P.C. has agreed to provide accounting services to the
Corporation.

FUNDING CORPORATE OPERATIONS

It ig intended that the Corporation operate on a self-sufficient basis,
funding its ongoing operations from a combination of fees charged to
borrowers and the spread between the cost of borrowed funds and the re-
lend rate. To assist in meeting this goal overhead will be kept as low as
possible. In-kind donation of services and reduced rates for contractual
services will be sought whenever possible.

Although the goal of self-sufficiency is readily attainable once a volume
of loans has béen established, there exists a need for start-up funding to
see the Corporation through its organizational stages. The Partnership
has determined that for the first year of its operation the sum of
$100,000 will be necessary. It is proposed that this money be raised in
tevo $50,000 amounts. The first of these would be provided by the member
banks and the second from the business community which has a
substantial stake in the provision of affordable housing for its employees.

Solicitation of the business community will take place either directly or
through the Regional Chamber of Commerce. All member banks will be
asked to make a donation of $2,500 in support of start-up capitalization.
Receiving this amount from all 20 banks identified as member banks will
result in the $50,000 sought.

Donations for start-up operations will be made through an existing (501)-
(c)(3) tax exempt not-for-profit corporation to which donations are tax
deductible.
SUMMARY

The Albany County Public-Private Housing Partnership believes that the
concept of the Capital Affordable Housing Finance Corporation as
presented in this proposal offers an opportunity to greatly enhance the
ability of dedicated agencies and organizations to meet the critical need
for affordable housing in the community. Moreover, it does so in a context
which allows all of Albany County's financial community to share the
responsibility for this type of social investment while applying sound
business judgement to each individual loan decision.

In so doing, the proposal offers an opportunity for the local financial
community to stand as a model to others in New York State who would
attempt to achieve similar goals. This is an opportunity of which we hope
each financial institution will avail itself.
|

APPENDIX A
GLOSSARY OF PROGRAMS

The New York State Affordable Home Ownership Development
Program is designed to promote homeownership by persons of low and
moderate income. Financial assistance is provided in conjunction with
other public and private investment for the acquisition, construction,
rehabilitation or improvement of owner-occupied housing. Grant awards
under the program cannot exceed the lesser of $15,000 per unit produced
or 40% of total project cost.

Assumptions: The estimates of 140 units requiring $4.9 million in private
financing are based on the assumption of continuation of the City's
development of duplex houses costing approximately $100,000 per duplex
to build and grant applications at the maximum of $15,000/unit for
approximately 35 duplexes per year. Funding would be required both for
construction and permanent mortgages to low and moderate income
homeowners. .

LOW. INCOME HOUSING TRUST FUND PROGRAM (HTF)
The New York State Low Income Housing Trust Fund Program
provides up to $40,000 per dwelling unit to rehabilitate vacant or under-

utilized residential property or convert vacant non-residential property
for occupancy by low-income tenants or homesteaders.

Assumptions: The estimate of 50 units per year with private financing at
$20,000 per unit reflects.the City's recent experience with respect to
annual funding applications to the program and an average rehabilitation
cost of $60,000 per unit of which $40,000 per unit is provided through
direct Housing Trust Fund subsidies. Whereas earlier participation in this
program has involved Community Development funding for the difference
between total development cost and the HTF subsidy, dwindling CD funds
have dictated a different approach which would have these moneys used as
a revolving construction loan fund while seeking alternatives for
permanent financing from private sources.
oe a

COMMUNITY DEVELOPMENT REHABILITATION ASSISTANCE PROGRAM (RAP)

The Rehabilitation Assistance Program is the primary residential
rehabilitation assistance program available to individual property owners
and small investors in the City of Albany. Similar programs operate in
other communities in the County such as Colonie. The program is funded
-through the HUD Community Development Block Grant Program (CDBG) and
administered by the local Community Development Agencies.

As presently operated in the City of Albany, rehabilitation loan
assistance is available in the maximum amount of $30,000 at 0% to 6%
interest, depending upon income, for properties within designated
Community Development Areas. Similar regulations apply in other
localities in the County with different maximum amounts and interest
rates.

Assumptions: In developing the estimates of approximately $1 million in
needed private financing, recent experience of the Albany and Colonie
Community Development Agencies were used to determine rehabilitation
costs and the amounts of funding which came from private financing
sources. These figures were considered in light of the amount of CD
funding likely to be allocated to these programs and demand for them.

BENTAL REHABILITATION

The Rental Rehabilitation Program is a HUD funded program which
provides up to $5,000 per unit to fund rehabilitation costs of rental units
for low income households. The $5,000 can be provided in the form of a
loan or grant and must be matched dollar for dollar by private investment.
The program is administered in the City of Albany by the Albany
Community Development Agency and the State Division of Housing in other

_ areas of the County.

Assumptions: This program is often used in conjunction with
Rehabilitation Assistance Prograrn funds to provide necessary resources
to rehabilitate units to meet code requirements. In ‘arriving at the
estimate for private financing in the City of Albany, CD figures were
reviewed to determine amounts of private funding used in conjunction.
with the program. This figure was found to approximate the dollar for
dollar match required by the Federal Program. This figure was also used
for the balance of County estimate, although the lack of RAP matching
funds would probably make the actual figure higher in that context.
SECTION 8 MODERATE REHABILITATION PROGRAM

The Section 8 Program provides rental assistance payments on
behalf of low and moderate income tenants. Contracts are executed with
owners and direct payments of rent are made to the extent that the rent
exceeds 30% of the tenant's income. The Section 8 Program is financed by
the federal Department of Housing and Urban Development. The Albany
Housing Authority administers this program within the City of Albany.

Assumptions: Each year a very limited amount of funding is made
available to localities under the moderate rehabilitation Section 8
Program. Although the City has not been successful in the past few years
in securing this funding, a very few units is included in this analysis for
each of the next two years’ which should represent a reasonable
expectation of funding which might be secured. The program does not
provide financial assistance for the development of units and the per unit
dollar amount reflects expected costs of a moderate rehabilitation
project.

During the past few years the City of Albany has seen increasing
numbers of situations in which private developers approach the City about
the possibility of acquiring publicly owned land for the purpose of
developing affordable housing for low and moderate income households.
As part of its. stratagy to maximize the amount of affordable
homeownership opportunitiés, the City intends to encourage this trend in
future years by actively working..with developers who have approached the
City and seeking out others to do so.

Assumptions: It is assumed that in each of the next two years, 25 units
will be developed by private developers on publicly owned land at a cost of
seventy-five thousand per-unit. «A mix of single family and duplex
construction can serve..to -teduce ‘this per unit cost. Since no direct
subsidy is anticipated, the total amount will need. to be financed from
private sources both in the construction phase and as permanent
mortgages to homebuyers
ALBANY COMMUNITY LAND TRUST

The Albany Community Land Trust is a not-for-profit corporation
whose purpose is to ensure long term affordability of housing through
purchase of real property and sale of structures on the land to low income
households while retaining the land and leasing it to the low income
homeowner. The Trust intends to purchase homes with low-interest 3
year loans and refinance within the three year period. Refinancings will
take place either with individual mortgage loans arranged for each
household buying homes with the Land Trust acting as co-mortgagor or by
the Land Trust acting as financial intermediary, receiving mortgages from

homeowners, and assigning these along with mortgages on the land, to a
mortgage originator.

Assumptions: ACLT intends to begin its refinancings in late 1990 and, at
the outset, sell five units per year.

FARMERS HOME ADMINISTRATION SECTION 515 PROGRAM (FmHA 515)

The Farmer's Home Administration, a federal agency, provides direct
loans to finance moderate income rental housing in rural communities.
Loan terms are fifty years at a 1% interest rate. Typically the
construction financing is a conventional bank loan against the FmHA
permanent as a take-out. FmHa 515 projects are typically 24 to 40 units.

Assumptions: The estimate of $1.8 million dollars in necessary
construction financing assumes two 24 unit projects funded in the County
at the FmHA typical cost of $37,500 per unit.

BURAL AREA REVITALIZATION PROGRAM (RURAL INIT)

This State funded program, administered by the Division of Housing
and Community Renewal is designed to assist the efforts of eligible not-
for-profit community based organizations in distressed rural areas of the
State in the revitalization of housing and other community facilities. The
program provides grants and loans for brick and mortar production.

Assumptions: The estimate of $200,000 is based on a modest level of
funding for five units in each of the next two years at a cost of $20,000

per unit which represents the difference between total development cost
and the subsidy amount per unit.

PROPOSAL

OF THE

ALBANY COUNTY
PUBLIC-PRIVATE
HOUSING PARTNERSHIP

FOR THE CREATION
OF THE

ALBANY COUNTY
AFFORDABLE.HOUSING
FINANCE CORPORATION

DIR ENG Yee

THE ALBANY COUNTY
PUBLIC-PRIVATE
HOUSING PARTNERSHIP

INTRODUCTION

ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP
MISSION STATEMENT

The Albany County Public Private Housing Partnership was formed in 1986
to serve the following purposes:

The Public/Private Partnership is an organization which brings
together on a regular basis leadership from the major
community banks, the housing-related community
organizations and the public sector in a common forum to
discuss openly the problems and issues relating to low and
moderate income housing in Albany County. The purpose of the
Partnership is informational with the hope that local bankers
will become more aware of the needs of low and moderate
income persons and thus enhance their ability to plan and
organize their lending and other financial activities
commensurate with the goals and objectives of the Community
Reinvestment Act.

THE PARTNERSHIP'S ASSESSMENT OF THE PROBLEM

It is accepted that there is now a substantial unfulfilled need in our
communities for good housing that is "affordable" to the lower-middle and
low income segment of our population. The dramatic increase in real
estate values that has been experienced in our area, "gentrification" of our
urban areas, spiraling costs of new construction of homes and apartments,
shortage of student housing, restrictive zoning, disputes over labor costs
in "public" housing projects and other factors have all contributed to this
chronic shortage.
The public sector has established a number of programs to help alleviate
the problem. The New York State Housing Trust Fund and Affordable Home
Ownership Programs, the Federal Housing Development Action Grant
(HODAG) and Section 8 Voucher Programs represent a few examples of
these resources. In the community development sector, many not-for-
profit agencies have been organized and have sponsored many projects and
programs designed to make an impact on the problem.

In addition, the financial community has provided substantial assistance.
These efforts, however, have been uncoordinated commitments by
individual banking institutions. Much more needs to be done by all of the
is banks in our community. It is the Partnership's belief that the single most
i pressing need at this time is the ready availability of additional low cost
t financing. It is the further belief of the Partnership that this pressing
| need should be met by the entire banking community in an organized and
i coordinated manner. With limited but combined resources committed by
i the entire banking industry, the Partnership believes that great strides fel?
can be made in meeting the housing needs of our communities. he eS

era
pawl 5

| If favorable "bank" financing is made more readily available, it is also
i believed that other private capital will be forthcoming, thus helping to
| fill another chronic need.

THE PARTNERSHIP'S RECOMMENDATION FOR ACTION

As summarized above, the Partnership believes that there is an unfulfilled
need for a greater, and broad based participation by the banking industry
in the Capital Region to create adequate financing opportunities for the
development of affordable housing.

To help fill this need, the Partnership recommends that the banking
industry develop an action plan to implement the following:

THE CONCEPT

A not-for-profit corporation, the Albany County Affordable
Housing Finance Corporation (AHFC), should be created for the
purpose of reviewing and making loans available for qualified
i affordable housing projects within our region. Ideally, AHFC
\ would be funded and directed by all banks ("member banks")
which have a significant presence in the Capital Region. The
! Corporation would be appropriately staffed by the Board of

I Directors based upon its level of activity and volume of loans.
Each member bank would be expected to commit loan funds on
favorable terms to AHFC, (with allocations based upon relative
local asset balances). These funds would be used as a pooled
or segregated revolving loan fund for affordable housing
projects (i.e. construction loans and "permanent" loans to
qualified projects and individuals) in our region. In addition,
capital necessary to pay administrative costs for the
Corporation's first year of operation would be contributed by
member banks with matching funding provided by the business
community.

AHEC would develop relaxed underwriting criteria sufficient to
protect its investment in each individual loan and would make
funds¥ available at rates which are below market, with
minimum closing costs. The Corporation would accept
referrals from all member banks and from other not-for-profit
housing agencies.

FUNDING NEEDS IN SUPPORT OF LOW INCOME HOUSING INITIATIVES
ALBANY COUNTY 1989-1990

The preponderance of activity within the City of Albany is the product of
two different factors. The first of these is the corresponding
predominance of a low income population and housing need in the City. The
second factor is the lesser ability to estimate need for other areas of the
County which are not as well represented in the Partnership. To the
extent that estimates for the other parts of the County are not reflective
of all applicable affordable housing activity, the overall estimate of need
for the County may be low.

In developing these estimates, the Subcommittee restricted itself to
considering affordable housing activity which would be undertaken under
the auspices of local governments, Community Development Agencies, or
local not-for-profit housing corporations or activity which would be
undertaken in conjunction with State or Federal funding programs.
Estimates under each specific program reflect that need for funding which
exists after taking into consideration Federal, State or Local debt
financing or subsidies. In most cases, experience with these programs
provides a reasonable estimate of rehabilitation or construction costs for
each unit created or rehabilitated. Similarly, experience with the
programs and their funding sources provides an estimate of the number of
units which might be funded in any given year and the amount of subsidy or
financing which might be provided per unit. Taken together, these two
items allow an’ estimate of per/unit private funding needs. Specific
assumptions are presented in the glossary of programs which is attached
as an appendix to this report.

With respect to the timing of funding needs, the estimates reflect the
years in which projects will be initiated. In many cases, applications for
funding from State and Federal sources, require commitment of other
sources of funds necessary to complete a project as a prerequisite for
receiving public moneys. Therefore, while funding commitments are
estimated to be required in the amounts given over the two year period,
actual outlay of funds may lag behind funding commitments by a
considerable length of time given predevelopment and construction
periods.

The State's current budget deficit makes the ultimate expenditure of all
of this money questionable. However, most scenarios for closing the
budget gap allow for at least a portion of these funds to remain for
affordable housing development.
Fee TATE FINANCING NEEDS IN SUPPORT OF LOW INCOME HOUSING
INITIATIVES ALBANY COUNTY 1989-90

I. CITY OF ALBANY

*1989 *1990 TOTAL PRIVATE TOTAL FINANCING

PROGRAM UNITS _ UNITS UNITS S/UNIT PRIVATE $ TYPE
AHOP 70 70 140 $35,000 $4,900,000 CONSTR & PERM
HIF 50 50 100 $20,000 $2,000,000 PERMANENT
CD RAP 35 35 70 $5,000 $350,000 CONSTR & PERM
RENTAL REHAB 52 52 104 $5,000 $520,000 CONSTR & PERM
SECTION 8 15 15 30 $50,000 $1,500,000 CONSTR & PERM
AIDP 20 20 40 $75,000 $3,000,000 CONSTR & PERM
LAND TRUST 0 5 5 $30,000 $150,000 PERMANENT
OTHER" 15 15 30 $30,000 $900,000 CONSTR & PERM
CITY TOTAL 257 262 519 $13,320,000 CONSTR & PERM

* OTHER encompasses various State, Federal and foundation funded programs.

ll. RURAL AREAS

*1989 *1990 TOTAL PRIVATE TOTAL FINANCING
PROGRAM UNITS _ UNITS UNITS S/UNIT PRIVATE $ TYPE
FmHA 515 24 24 48 $37,500 $1,800,000 | CONSTRUCTION
RURAL INIT 5 5 10 $20,000 $200,000 CONSTR & PERM
RURAL TOTAL 29 29 58 $57,500 $2,000,000 CONSTR & PERM

lll. BALANCE OF COUNTY

*4989 *1990 TOTAL PRIVATE TOTAL FINANCING
PROGRAM UNITS __UNITS. UNITS S/UNIT PRIVATE $ TYPE
CD RAP i. 75 150 $4,000 $600,000 CONSTR & PERM
RENTAL REHAB = 20 20 40 $5,000 $200,000 CONSTR & PERM
BoC TOTAL 95 95 190 $800,000 | CONSTR & PERM
GRAND TOTAL

“1989 *1990 TOTAL PRIVATE TOTAL FINANCING
PROGRAM UNITS _UNITS UNITS S/UNIT PRIVATE $ TYPE
COUNTYWIDE 381 386 767 $16,120,000

SUMMARY. The private financing listed above would allow for the creation of 767 units of
affordable housing at a total cost of $29.2 million, leveraging $13.1 million in
State and Federal subsidies.

sui eere ee asseese sees R SSS SSeS SSS SSSe

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STRUCTURING THE EFFORT

The structure chosen to funnel private financing into affordable housing is
based on a model operating in Hartford, Connecticut. This model calls for
the creation of two separate corporate entities. The first of these would
be a 501-c3 tax exempt not-for-profit corporation whose major function
would be the establishment of policy goals with respect to affordable
housing to be financed and initial screening of proposals both for
conformance with these goals and economic feasibilty. It is envisioned
that this Corporation would be a formalization of the existing Public
Private Housing Partnership.

The second corporation would be the Affordable Housing Finance Corp., a
not-for-profit whose function would be to make actual funding decisions
with respect to projects presented to it for financing. This Corporation
would be solely comprised of the participating financial institutions.

A brief description of the two Corporations follows.
CORPORATION |
ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP CORP. (PPHP)

- Corporation will act to facilitate and coordinate the
commitment of private financing in support of affordable housing
initiatives. Specific functions will include intake for proposed affordable
housing projects, screening for initial feasibility and conformance with
public policy goals as defined by its board and packaging of specific
financial proposals for presentation to AHFC Board/Loan Committee.

Status - 501-c3 Tax Exempt Not-for-Profit

Regulation - None

Membership - Membership will consist of all current members of the
Public-Private Housing Partnership. Different classes of membership will
be established for the public, private, and not-for-profit members. New
members would be accepted by majority vote of all existing members.

- The Board of Directors of the Corporation will
consist of twelve members including four each from the public, private,
and not-for-profit membership classes. At the outset all four private
sector members should represent the banking community, while the public
and NFP members should be geographically representative of the County
with two members representing the City of Albany, one member
representing rural areas of the County and one member representing
suburban areas of the County. Election of Directors from each membership
class would be made by majority vote of that class.

Administrative Funding - Initial funding for staff will come from grants
from member financial institutions. Office space and nonpersonnel items
will be sought as in-kind contributions. In addition, grants will be sought
from public and other sources.

Project Funding - Not Applicable.
CORPORATION II
ALBANY COUNTY AFFORDABLE HOUSING FINANCE CORP. (AHFC)

Function - The Corporation will act as a conduit for private sector funds
to support affordable housing, borrowing from member banks and other
financial institutions and using proceeds to loan to individual affordable
housing projects. AHFC will act as the financing arm of the Public-
Private Housing Partnership charged with the responsibility of making
loan decisions based on detailed underwriting criteria and with the
approval of its Board of Directors/Loan Committee. In addition, it will be
responsible for the processing and servicing of loans made.

Status - Not-for-Profit Corporation

B lation - NYS Licensed Mortgage Broker, if deemed necessary and
appropriate.

Membership - Membership will consist of all financial institutions loaning
funds to the Corporation.

Board Composition - A small number of the Corporation's members will be
elected as a Board of Directors which would serve as a loan committee.
The Board will be responsible for approving or rejecting each loan
application brought before it by the Executive Director.

ministrative F ing - Administrative Funding will depend on the
Partnership Corporation until such time as operations generate income
sufficient to finance these functions.

Project nding - Participating financial institutions will commit funds
to the Corporation in pro rata shares based on each institution's Albany
County total deposits. The institution's participation in each individual
loan would also reflect these pro rata shares. Funds will be loaned to the
Corporation at a rate reflective of the bank's cost of funds. Loans made by
the Corporation to the projects would be marked up so as to cover the
operating costs of the Corporation.

FINANCING THE FINANCE CORPORATION

As proposed by the Partnership, the Corporation would be funded by its
member banks. The Corporation would borrow from these banks and in
turn make loans, both construction and permanent, to the private sector
and not-for-profit developers of affordable housing.

LENDER PARTICIPATION

It is the hope of the Partnership that all local banks would participate in
the financing of the Corporation. Based upon this assumption an allocation
schedule for lender participation has been developed. This allocation
schedule is designed to reflect each individual institution's relative local
deposits. Based upon the most recent list of the area's largest banks as
published by the Capital District Business Review, all banks with a
presence in the County were ranked and subsequently grouped into three
tiers with a minimum participation level recommended for each tier.
ere eee ee SE SSS ESSE EES

LENDER PARTICIPATION SCHEDULE

Group A Banks - Pro-rata share = Bridae_ @ $187.500, Perm @ $750,000

Bank Bridge _Perm
Albany Savings Bank $187,500 $750,000
Key Bank, N.A. $187,500 $750,000
Norstar Bank of Upstate N.Y. $187,500 $750,000
Total Group A Banks $562,500 $2,250,000

Group B Banks - Pro-rata share = Bridge @ _$125.000, Perm @ $500,000

Bank Bridge Perm

The Dime Savings Bank of New York $125,000 $500,000
First American Bank of New York $125,000 $500,000
Home & City Savings Bank $125,000 $500,000
Marine Midland Bank, N.A. $125,000 $500,000
Schenectady Trust Co. $125,000 $500,000
Northeast Savings Bank, F.A $125,000 $500,000
Total Group B Banks $750,000 $3,000,000

Group C Banks - Pro-rata share = Bridge @ $62,500, Perm @ $250.000

Bank Bridge Perm
Chase Lincoln First Bank, N.A. $62,500 $250,000
Citibank (New York) $62,500 $250,000
Cohoes Savings Bank $62,500 $250,000
Evergreen Bank ‘ $62,500 $250,000
Manufacturers Hanover Trust Co. $62,500 $250,000
National Savings Bank of Albany $62,500 $250,000
Union National Bank $62,500 $250,000
Troy Savings Bank $62,500 $250,000
First Nationwide Bank $62,500 $250,000
Pioneer Savings Bank $62,500 $250,000
Chemical Bank - Capital Region $62,500 $250,000
Total Group C Banks $687,500 $2,750,000

Tot Initial Commitment $2,000,000 $8,000,000

=se=e ee nl

Based on each bank investing its minimum recommended participation a
total of $8 million dollars would be available to finance affordable
housing initiatives on a permanent basis. This figure represents one half
of the two year total need estimated by the PPHP Housing Needs
Subcommittee, or approximately one year's worth of private financing in
support of affordable housing County-wide. In this context, it is
important to remember that although it is expected that commitments for
these funds would be needed in the first year, disbursements against
these commitments might lag considerably behind.

Individual financial institutions may wish to consider investing in
amounts higher than those recommended, especially if their residential
lending activity is proportionally higher than their overall assets in the
region.

Upon full commitment by the AHFC of the initial allocation of funds, an
assessment of the Corporation's track record, the prospects for continued
public financing and the unmet need for affordable housing in the County
would be conducted to determine the extent of further allocations to the
Corporation by its member institutions.

FACILITIES

As noted in the allocation schedule, it is anticipated that financing will
be provided in the form of permanent and bridge loans. An outline of each
of these facilities, both in terms of loans from the member banks to the
Corporation and from the Corporation to individual borrowers is presented
below.

Working Capital Line of Credit/Bridge Loan Facility
Amount: $2,000,000

Interest Rate to Borrower: Minimum rate of P+t/5 % (P =
lowest prime commercial loan rate as published in the Wall
Street Journal as of the last day of each calendar month). The
actual interest rate, application fees, points, and other loan
terms to the end borrower will be determined by the
corporation on a case by case basis based upon the ability of a
project to support financing costs.

Interest rate to Participant Banks: P+0% payable quarterly.
Permanent Financing Facility

Amount: $8,000,000

Interest Rate to Borrower: Two Year Treasury Constant
Maturity Index (1987 average = 7.40%) + 2%, tate to be fixed at
the time of loan commitment

Interest Rate to Participant Banks: Two Year Treasury
Constant Maturity Index (1987 average = 7.40%) + 0%

Application fees, points, and other loan terms to the end
borrower will be determined by the Corporation on a case by
case basis based upon the ability of a project to support
financing costs.

CORPORATE ADMINISTRATION

The Partnership has again looked to the Hartford, Connecticut Housing
Fund as its model in attempting to organize the operations of AHFC. The
Hartford Fund is operated efficiently and with a low overhead, depending
to a great extent on in-kind donation of services and resources shared
with other organizations.

AHFC would for the foreseeable future operate with only two employees.
These would be an Executive Director and a second position to provide
clerical support. In fact these individuals would not be employees of the
Housing Finance Corporation, but of the Partnership Corporation. Their
services would be shared by both of the Corporations.

The Executive Director would act as Secretary to the Boards of both
Corporations, scheduling and coordinating Corporate activities. In
addition, the Director would have responsibilities specific to the Finance
Corporation. These would involve acting as liasion to the member banks
and coordinating all drawdowns of funds for the Corporation and payouts
upon loan closings to individual projects.

Consultant chosen have not only credibility with the member banks who
will form the loan committee, but also a familiarity with the
governmental programs which will form the bulk of the financing for most
of the proposed projects.

An outline of contractual services to be provided to the Corporation is
presented below.

Real Estate Finance Consultant
The Real Estate Finance Consultant will provide the following services:

+ Prepare written loan application documents, underwriting
guidelines and servicing procedures for review and adoption
by the Corporations.

* Provide loan underwriting analysis and present loan packages
to the loan committee for action.

* Act as loan officer for the Finance Corporation during the
construction period.

+ Assume loan servicing responsibility for defaulted loans and
administer work out loans.

+ Develop a list of appraisers and inspecting architects and
engineers.

Loan Servicing

Loan Servicing will be provided by one or more participant banks for the
working capital line of credit/bridge loan facility. Bids will be obtained
from interested member banks for this service.

Appraisals
A list of approved appraisers will be developed by the Real Estate Finance

Consultant. Appraisal fees will be paid for by the borrower where
economically feasible.

nspecting Architects

A list of approved licensed architects and engineers will be developed by
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the Real Estate Finance Consultant. Inspection fees will be paid for by the
borrower where economically feasible.

Legal Services

A list of approved legal firms will be developed. Legal fees will be paid
for by the borrower where economically feasible.

xecouriting Servi

Roth, Lurie, Nobis, P.C. has agreed to provide accounting services to the
Corporation.

FUNDING CORPORATE OPERATIONS

It is intended that the Corporation operate on a self-sufficient basis,
funding its ongoing operations from a combination of fees charged to
borrowers and the spread between the cost of borrowed funds and the
relend rate. To assist in meeting this goal overhead will be kept as low as
possible, in-kind donation of services and reduced rates for contractual
services will be sought whenever possible.

Although the goal of self-sufficiency is readily attainable once a volume
of loans has been established, there exists a need for start-up
capitalization to see the Corporation through its organizational stages.
The Partnership has determined that for the first year of its operation the
sum of $100,000 will be necessary. It is proposed that this money be
raised in two $50,000 amounts. The first of these would be provided by
the member banks and the second from the business community which has
a substantial stake in the provision of affordable housing for its
employees.

Solicitation of the business community will take place either directly or
through the Regional Chamber of Commerce. All member banks will be
asked to make a donation of $2,500 in support of start-up capitalization.
Receiving this. amount from all 20 banks identified as member banks will
result in the $50,000 sought.

Donations for start-up capitalization will be made to the partnership
through an existing 501-c3 tax exempt not-for-profit corporation, making
them fully tax deductible for the institution providing these funds.

SUMMARY

The Albany County Public-Private Housing Partnership believes that the
concept of the Albany County Affordable Housing Finance Corporation as
presented in this proposal offers an opportunity to greatly enhance the
ability of dedicated Affordable Housing providers to meet the critical
need for this type of shelter in the community. Moreover, it does so in a
context which allows all of the region's financial community to share the
responsibility for this type of social investment while applying sound
business judgement to each individual loan decision.

In so doing, the proposal offers an opportunity for the local financial
community to stand as a model to all those in New York who would also
attempt to aachieve similar goals. This is an opportunity of which we
hope each financial institution will avail itself.
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ALBANY COUNTY PUBLIC/PRIVATE HOUSING PARTNERSHIP

PARTICIPANTS, 1988

Private Sector

Timothy Caulfield, Key Bank, NA
60 State St., Albany 12207
James Duncan, National Savings Bank
90 State St., Albany 12207

436 2300

472 6800

Peter Flory, The Dime Savings Bank of NY (71g) ¥ 03 7891

Robert Meyer, The Dime Savings Bank of NY
Kevin McCollam, Schenectady Trust
Nancy Mott, Union National Bank
Michael Reilly, Albany Savings Bank
Gordon Miller, Albany Savings Bank
State & No. Pearl Streets, Albany 12207

Joseph Richardson, Norstar Bank of Upstate NY
69 State St., Albany 12207

James Rogers, Marine Midland Bank, NA
Kristin Sands, Manufacturers Hanover
William Bonano, First American
Eileen Strawbridge, First American
Joseph Karian, First American

35 State St., Albany 12207

Duncan Barrett, Duncan Barrett and Co.
17 State St., Troy 12180

Daniel Sleasman, O'Connell and Aronowitz, P.C.
100 State St., Albany 12207

Public Sector

445

447

272

462

Charles Newland, City of Albany, Bureau of Economic

city Hall

434

2000

4000

4700

4525

5601

Development
5133

Joseph Pennisi, City of Albany, Dept. of Housing Development
William Jacoby, City of Albany, Dept. of Housing Development

155 Washington Ave., Albany 12210

Ann Marie sheehey, Town of Colonie Community Development

Memorial Town Hall, Newtonville 12211

783

2718
Community Organizations

Kathleen Dorgan,

Capital Hill improvement Corp.

260 lark St., Albany 12210

Roger Markovics, United Tenants of Albany
Kirby White, United Tenants of Albany

33 Clinton

Ave., Albany 12207

462 9696

436 8997

PROPOSAL

OF THE

ALBANY COUNTY
PUBLIC/PRIVATE
HOUSING PARTNERSHIP

FOR THE CREATION
OF THE

CAPITAL
AFFORDABLE HOUSING
FINANCE CORPORATION

FEBRUARY 1989

THE ALBANY COUNTY
PUBLIC/PRIVATE
HOUSING PARTNERSHIP
ALBANY COUNTY PUBLIC/PRIVATE
HOUSING PARTNERSHIP

JOSEPH RICHARDSON, NORSTAR BANK OF UPSTATE NY, CHAIRMAN
JOSEPH PENNISI, ALBANY DEPT. OF HOUSING DEVEL, VICE-CHAIRMAN

PRIVATE SECTOR

DUNCAN BARRETT, DUNCAN BARRETT AND CO.
WILLIAM BONANO, FIRST AMERICAN BANK
TIMOTHY CAULFIELD, KEY BANK, NA

JAMES DUNCAN, NATIONAL SAVINGS BANK = —
PETER FLORY, THE DIME SAVINGS BANK OF NY
JOSEPH KARIAN, FIRST AMERICAN BANK

ROBERT MEYER, THE DIME SAVINGS BANK OF NY —
KEVIN McCOLLAM, TRUSTCO BANK

NANCY MOTT, UNION NATIONAL BANK

GORDON MILLER, ALBANY SAVINGS BANK

__..__. MICHAEL REILLY, ALBANY SAVINGS BANK

——__. JAMES ROGERS, MARINE MIDLAND BANK, NA
KRISTIN SANDS, MANUFACTURERS HANOVER TRUST CO.
DANIEL SLEASMAN, O'CONNELL AND ARONOWITZ, P.C.
EILEEN STRAWBRIDGE, FIRST AMERICAN BANK

PUBLIC SECTOR

MARY BURKE, TOWN OF COLONIE PLANNING DEPT.

THE HON. FRED FIELD, TOWN OF COLONIE SUPERVISOR

WILLIAM JACOBY,CITY OF ALBANY DEPT. OF HOUSING DEVELOPMENT
ANN MARIE SHEEHEY, TOWN OF COLONIE DEPT. OF COMMUNITY
DEVELOPMENT

COMMUNITY ORGANIZATIONS

MARGARET DIGGS, COUNCIL OF COMMUNITY SERVICES
KATHLEEN DORGAN, CAPITOL HILL IMPROVEMENT CORPORATION
ROGER MARKOVICS, UNITED TENANTS OF ALBANY

KIRBY WHITE, ALBANY COMMUNITY LAND TRUST
INTRODUCTION

ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP
MISSION STATEMENT ft

The Albany County Public Private Housing Partnership was formed in 1986
to serve the following purposes:

THE PARTNERSHIP'S ASSESSMENT OF THE PROBLEM

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adequate, affordable housing.

In addition, the financial community has provided substantial assistance.
These efforts, however, have been uncoordinated commitments by
individual banking institutions. Much more needs to be done by all of the
banks in our county. It is the Partnership's belief that the single most
pressing need at this time is the ready availability of additional low cost
financing. It is the further belief of the Partnership that this pressing
need should be met by the entire banking community in an organized and
coordinated manner. By combining contributions from all members of the
County's banking industry, the Partnership believes that great strides can
be made in meeting the housing needs of our communities.

If favorable "bank" financing is made more readily available, it is also
believed that other private capital will be forthcoming, thus helping to
fill another chronic need.

THE PARTNERSHIP'S RECOMMENDATION FOR ACTION

To help fill this need, the Partnership has developed the following
proposal. :

THE CONCEPT

WD
would be appropriately staffed by the Board of Directors based
upon its level of activity and volume of loans.

FUNDING NEEDS IN SUPPORT OF LOW INCOME HOUSING INITIATIVES
ALBANY COUNTY 1989-1990

for the other parts of the County are not reflective of all applicable
affordable housing activity, the overall estimate of need for the County
may be low. ,

In developing these estimates, the Subcommittee restricted itself to
considering affordable housing activity which would be undertaken under
the auspices of local governments, Community Development Agencies, or
local not-for-profit housing corporations or activity which would be
undertaken in conjunction with State or Federal funding programs.
Estimates under each specific program reflect that need for funding which
exists after taking into consideration Federal, State or local debt
financing or subsidies. In most cases, experience with these programs
allows a reasonable estimate of rehabilitation or construction costs for
each unit created or rehabilitated. Similarly, experience with the
programs and their funding sources allows an estimate of the number of
units which might be funded in any given year and the amount of subsidy or
financing which might be provided per unit. Taken together, these two
areas of experience allow an estimate of per/unit private funding needs.
Specific assumptions are presented in the glossary of programs which is
attached as an appendix to this report.

With respect to the timing of funding needs, the estimates reflect the
years in which projects will be initiated. In many cases, applications for
funding from State and Federal sources, require commitment of other
sources of funds necessary to complete a project as a prerequisite for
receiving public moneys. Therefore, while funding commitments are
estimated to be required in the amounts given over the two year period,
actual outlay of funds may lag behind commitments by a considerable
length of time, given predevelopment and construction periods.

The State's current budget deficit makes the ultimate expenditure of all
of this money questionable. However, most scenarios for closing the
budget gap allow for at least a portion of these funds to remain for
affordable housing development.
PRIVATE FINANCING NEEDS IN SUPPORT OF LOW INCOME HOUSING ™
INITIATIVES ALBANY COUNTY 1989-90

1. CITY OF ALBANY

EROGRAM UNITS UNITS. UNITS. S/UNIT. PRIVATE $ TYPE
ACP 70 70 140 $35,000 $4,900,000 CONSTR& PERM
HTF 50 §0 100 $20,000 $2,000,000 PERMANENT
CO RAP 35 35 70 $5,000 $350,000 CONSTR & PERM
RENTAL REHAB §2 §2 104 $5,000 $520,000 CONSTR & PERM
SECTION 8 15 15 30 $50,000 $1,500,000 CONSTR & PERM
AIDP 20 20 40 $75,000 $3,000,000 CONSTR & PERM
LAND TRUST 0 § 5 $30,000 $150,000 PERMANENT
OTHER’ 15 15 30 $30,000 $900,000 CONSTR & PERM
CITY TOTAL 257 262 519 $13,320,000 CONSTR & PERM

* OTHER encompasses various State, Federal and foundation funded programs.

Il, RURAL AREAS

“1989 = *1990 TOTAL = PRIVATE TOTAL FINANCING
TS. UNITS UNITS SVUNIT PRIVATE $l YPE
FmHA 515 24 24 48 $37,500 $1,800,000 CONSTRUCTION
RURAL INIT 5 § 10 $20,000 $200,000 CONSTR & PERM
RURAL TOTAL 29 29 $8 $2,000,000 CONSTR & PERM

Il, BALANCE OF COUNTY

"1989 "1990 TOTAL = PRIVATE TOTAL FINANCING
CO RAP 75 75 150 $4,000 $600,000 CONSTR & PERM
RENTALREHAB 20 20 40 $5,000 $200,000 CONSTR& PERM
BoC TOTAL 95 95 190 $800,000 CONSTR & PERM

GRAND TOTAL
"1989 = *1990 TOTAL = PRIVATE TOTAL FINANCING
Pcs VEE

COUNTYWIDE 381 386 167 $16,120,000 CONSTR & PERM

SUMMARY. The private financing listed above would allow for the creation of 767
units of affordable housing at a total cost of $29.2 milllon, leveraging $13.1
million in State and Federal subsidies.

STRUCTURING THE EFFORT

The structure chosen to funnel private financing into affordable housing is
based on a model operating in Hartford, Connecticut. This model calls for
the creation of two separate corporate entities. The first of these would
be a (501)-(c)(3) tax exempt not-for-profit corporation whose major
function would be the establishment of policy goals with respect to
affordable housing to be financed and initial screening of proposals both
for conformance with these goals and economic feasibility. It is
envisioned that this Corporation would be a formalization of the existing
Public Private Housing Partnership.

A brief description of the two Corporations follows.
CORPORATION |
ALBANY COUNTY PUBLIC PRIVATE HOUSING PARTNERSHIP CORP. (PPHP)

netion - Corporation will act to facilitate and coordinate the
commitment of private financing in support of affordable housing
initiatives. Specific functions will include intake for proposed affordable
housing projects, screening for initial feasibility and conformance with
public policy goals as defined by its board and packaging of specific
financial proposals for presentation to CAHFC Board/Loan Committee.

Status - (501)-(c)(3) Tax Exempt Not-for-Profit

Begulation - None

Membership - Membership will consist of all current members of the
Public-Private Housing Partnership. Different categories of membership
will be established for the public, private, and not-for-profit members.
New members would be accepted by majority vote of all existing members.

Board. Composition - The Board of Directors of the Corporation will
consist of twelve members including four each from the public, private,
and not-for-profit membership categories. At the outset all four private
sector members should represent the banking community, while the public
and NFP members should be geographically representative of the County
with two members representing the City of Albany, one member
representing rural areas of the County and one member representing
suburban areas of the County. Election of Directors from each membership
category would be made by majority vote of that category.

Staffing - Initial staffing will consist of one individual who will act as
Executive Director and Secretary to the Board of both Corporations and an’
administrative assistant to supply clerical support to the Executive
Director. Additional staffing should be considered as workload and
funding availability dictate.

Administrative Funding - Initial funding for staff will come from grants

from member financial institutions. Office space and nonpersonnel items
will be sought as in-kind contributions. In addition, grants will be sought
from public and other sources.

Project Funding - Not Applicable.
CORPORATION II

CAPITAL AFFORDABLE HOUSING FINANCE CORP, (CAHFC)

Eunetion - The Corporation will act as a conduit for private sector funds
to support affordable housing, borrowing from member financial
institutions and using proceeds to loan to individual affordable housing
projects. CAHFC will act as the financing arm of the Public-Private
Housing Partnership charged with the responsibility of making loan
decisions based on detailed underwriting criteria and with the approval of
its Board of Directors/Loan Committee. In addition, it will be
responsible for the processing and servicing of loans made.

Status - Not-for-Profit Corporation

Begulation - NYS Licensed Mortgage Broker, if deemed necessary and
appropriate.

Membership - Membership will consist of all financial institutions
providing funds or loan participations to the Corporation.

Administrative Funding - Administrative expenses will be paid by the
Partnership Corporation until such time as operations generate income
sufficient to meet these expenses.

Project Funding - Participating financial institutions will commit funds
to the Corporation in pro rata shares based on each institution's Albany
County total deposits. The institution's participation in individual loans
made by the Corporation would also reflect these pro rata shares. Funds
will be loaned to the Corporation at a rate reflective of the bank's cost of
funds. Loans made by the Corporation to the projects would be marked up
so as to cover the operating costs of the Corporation.

FINANCING THE FINANCE CORPORATION

As proposed by the Partnership, the CpRENEH would be capitalized by
loans from its member banks.

LENDER PARTICIPATION

It is the hope of the Partnership that all Albany County banks would
participate in the financing of the Corporation. Based upon this
assumption an allocation schedule for lender participation has been
proposed. This allocation schedule is designed to reflect each
institution's relative share of County deposits. Based upon the most
recent list of the area's largest banks as published by the Capital District
Business Review, all banks with a presence in the County were ranked and
subsequently grouped into three categories with a minimum participation
level recommended for each category.
SeStoe a arama HBSRSE SE RUSS SOSE ERE a RESORTED SSSR aces ea eEcE nue sa ERE eE me eg

LENDER PARTICIPATION SCHEDULE

Group A Banks - Pro-rata share = Bridae @ $187,500, Perm @ $750,000

Bank Bridge, Perm
Albany Savings Bank $187,500 $750,000
Key Bank, N.A. $187,500 $750,000
Norstar Bank of Upstate NLY $187,500 $750,000
Total Group A Banks $562,500 $2,250,000
. Bank Bridge. Perm
The Dime Savings Bank of New York $125,000 $500,000
First American Bank of New York $125,000 $500,000
Home & City Savings Bank $125,000 $500,000
Marine Midland Bank, N.A. $125,000 $500,000
TrustCo Bank $125,000 $500,000
Northeast Savings Bank, F.A $125,000 $500.000
Total Group B Banks $750,000 $3,000,000

Group C Banks - Pro-rata share = Bridge @ $62,500, Perm @ $250. 000

Bank Bridge Perm

Chase Lincoln First Bank, N.A. $62,500 $250,000
Citibank (New York) $62,500 $250,000
Cohoes Savings Bank $62,500 $250,000
Evergreen Bank $62,500 $250,000
Manufacturers Hanover Trust Co. $62,500 $250,000
National Savings Bank of Albany $62,500 $250,000
Union National Bank $62,500 $250,000
Troy Savings Bank $62,500 $250,000
First Nationwide Bank $62,500 $250,000
Pioneer Savings Bank $62,500 $250,000
Chemical Bank - Capital Region $62,500. $250,000
Total Group C Banks $687,500 $2,750,000

Tot Initial Commitment $2,000,000 $8,000,000

SESS AUSH SEUSS STE Sh Se oe mt eae eee eee ee meee rene mea mee on ms mS som eee nee Seem terre eee
If each bank participates at the proposed minimum level, a total of $8
million dollars would be available to finance affordable housing
initiatives on a permanent basis. This figure represents one half of the
two year total need estimated by the PPHP Housing Needs Subcommittee,
or approximately one year's worth of private financing in support of
affordable housing County-wide. In this context, it is important to
remember that although it is expected that commitments for these funds
would be needed in the first year, disbursements against these
commitments might lag considerably behind.

FACILITIES

Amount: $2,000,000

Interest Rate paid to Participating Banks: P+0% payable
quarterly. .

Interest Rate charged to Borrower: Minimum rate of P+!/2% (P
= lowest prime commercial loan rate as published in the Wall
Street Journal as of the last day of each calendar month). The
actual interest rate, application fees, points, and other loan
terms to the end borrower will be determined by the
corporation on a case by case basis based upon the ability of a
project to support financing costs.
Permanent Financing Facility
Amount: $8,000,000

Interest Rate paid to Participating Banks: Two Year Treasury
Constant Maturity Index (1987 average = 7.40%) + 0%

Interest Rate charged to Borrower: Two Year Treasury
Constant Maturity Index (1987 average = 7.40%) + 2%, rate to
be fixed at the time of loan commitment.

Application fees, points, and other loan terms to the end
borrower will be determined by the Corporation on a case by
case basis based upon the ability of a project to support
financing costs.

CORPORATE ADMINISTRATION

Consultant chosen have fot only credibility with the member banks who
will form the loan committee, but also a familiarity with the
governmental programs which will provide the bulk of the financing for
most of the proposed projects.

An outline of contractual services to be provided to the Corporation is
presented below.

Real Estate Finance Consultant
The Real Estate Finance Consultant will provide the following services:

* Prepare loan application documents, underwriting guidelines
and servicing procedures for review and adoption by the
Corporations.

* Provide loan underwriting analysis and present loan packages
to the loan committee for action.

+ Act as loan officer for the Finance Corporation during the
construction period.

« Assume loan servicing responsibility for defaulted loans and
administer work-out loans.

* Develop a list of appraisers and inspecting architects and
engineers.

I Servici

Loan Servicing will be provided by one or more participant banks for the
working capital line of credit/bridge loan facility. Bids will be obtained
from interested member banks for this service.

Appraisals

A list of appraisers will be developed by the Real Estate Finance
Consultant for approval by the Board. Appraisal fees will be paid by the
borrower where economically feasible.

Lospecting Architects

Legal Services
A list of legal firms will be developed for approval by the Board. Legal
fees will be paid by the borrower where economically feasible.

Accounting Services

Roth, Lurie, Nobis, P.C. has agreed to provide accounting services to the
Corporation.

FUNDING CORPORATE OPERATIONS

It is intended that the Corporation operate on a self-sufficient basis,
funding its ongoing operations from a combination of fees charged to
borrowers and the spread between the cost of borrowed funds and the re-
lend rate. To assist in meeting this goal overhead will be kept as low as
possible. In-kind donation of services and reduced rates for contractual
services will be sought whenever possible.

Although the goal of self-sufficiency is readily attainable once a volume
of loans has béen established, there exists a need for start-up funding to
see the Corporation through its organizational stages. The Partnership
has determined that for the first year of its operation the sum of
$100,000 will be necessary. It is proposed that this money be raised in
two $50,000 amounts. The first of these would be provided by the member
banks and the second from the business community which has a
substantial stake in the provision of affordable housing for its employees.

Donations for start-up operations will be made through an existing (501)-
(c)(3). tax exempt not-for-profit corporation to which donations are tax
deductible.
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SUMMARY

APPENDIX A
GLOSSARY OF PROGRAMS

AEFORDABLE HOME OWNERSHIP DEVELOPMENT PROGRAM (AHOP)

LOW INCOME HOUSING TRUST FUND PROGRAM (HTF)

The New York State Low Income Housing Trust Fund Program
provides up to $40,000 per dwelling unit to rehabilitate vacant or under-
utilized residential property or convert vacant non-residential property
for occupancy by low-income tenants or homesteaders.

Assumptions: The estimate of 50 units per year with private financing at
$20,000 per unit reflects. the City's recent experience with respect to
annual funding applications to the program and an average rehabilitation
cost of $60,000 per unit of which $40,000 per unit is provided through
direct Housing Trust Fund subsidies. Whereas earlier participation in this
program has involved Community Development funding for the difference
between total development cost and the HTF subsidy, dwindling CD funds
have dictated a different approach which would have these moneys used as
a revolving construction loan fund while seeking alternatives for
permanent financing from private sources.
COMMUNITY DEVELOPMENT REHABILITATION ASSISTANCE PROGRAM (RAP)

The Rehabilitation Assistance Program is the primary residential
rehabilitation assistance program available to individual Property owners
and small investors in the City of Albany. Similar programs operate in
other communities in the County such as Colonie. The Program is funded
‘through the HUD Community Development Block Grant Program (CDBG) and
administered by the local Community Development Agencies.

NTAL RB ILITATI

The Rental Rehabilitation Program is a HUD funded program which
Provides up to $5,000 per unit to fund rehabilitation costs, of rental units
for low income households. The $5,000 can be provided in the form of a
loan or grant and must be matched dollar for dollar by private investment.
The program is administered in the City of Albany by the Albany
Community Development Agency and the State Division of Housing in other
areas of the County.

Assumptions: This program is often used in conjunction with
Rehabilitation Assistance Program funds to provide necessary resources
to rehabilitate units to meet code requirements. In ‘arriving at the
estimate for private financing in the City of Albany, CD figures were
reviewed to determine amounts of private funding used in conjunction
with the program. This figure was found to approximate the dollar for
dollar match required by the Federal Program. This figure was also used
for the balance of County estimate, although the lack of RAP matching
funds would probably make the actual figure higher in that context.
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SECTION 8 MODERATE REHABILITATION PROGRAM

Assumptions: Each year a very limited amount of funding is made
available to localities under the moderate rehabilitation Section 8
Program. Although the City has not been successful in the past few years
in securing this funding, a very few units is included in this analysis for
each of the next two years’ which should represent -a- reasonable
expectation of funding which might be secured. The program does not
provide financial assistance for the development of units and the per unit
dollar amount reflects expected costs of a moderate rehabilitation
project.

ALBANY INFILL DEVELOPMENT PROGRAM (AIDP)

During the past few years the City of Albany has seen increasing
numbers of situations in which private developers approach the City about
the possibility of acquiring publicly owned land for the purpose of
developing affordable housing for low and moderate income households.
As part of its strategy to maximize the amount of affordable
horneownership opportunities, the City intends to encourage this trend in
future years by actively working with developers who have approached the
City and seeking out others to do so.

Assumptions: It is assumed that in each of the next two years, 25 units
will be developed by private developers on publicly owned land at a cost of
seventy-five thousand per unit. A mix of single family and duplex
construction can serve to reduce this per unit cost. Since no direct
subsidy is anticipated, the total amount will need to be financed from
private sources both in the construction phase and as permanent
mortgages to homebuyers
ALBANY COMMUNITY LAND TRUST

The Albany Community Land Trust is a Not-for-profit corporation
whose purpose is to ensure long term affordability of housing through
purchase of real property and sale of structures on the land to low income
households while retaining the land and leasing it to the low income
homeowner. The Trust intends to purchase homes with low-interest 3
year loans and refinance within the three year period. Refinancings will
take place either with individual mortgage loans arranged for each
household buying homes with the Land Trust acting as co-mortgagor or by
the Land Trust acting as financial intermediary, receiving mortgages from

homeowners, and assigning these along with mortgages on the land, to a
mortgage originator.

Assumptions: ACLT intends to begin its refinancings in late 1990 and, at
the outset, sell five units per year.

FARMERS HOME ADMINISTRATION SECTION 515 PROGBAM (FmHA 515)

Assumptions: The estimate of $1.8 million dollars in necessary
construction financing assumes two 24 unit projects funded in the County
at the FmHA typical cost of $37,500 per unit.

RURAL AREA REVITALIZATION PROGRAM (RURAL INIT)

This State funded program, administered by the Division of Housing
and Community Renewal is designed to assist the efforts of eligible not-
for-profit community based organizations in distressed rural areas of the
State in the revitalization of housing and other community facilities. The
Program provides grants and loans for brick and mortar production.

Assumptions: The estimate of $200,000 is based on a modest level of
funding for five units in each of the next two years at a cost of $20,000

per unit which represents the difference between total development cost
and the subsidy amount per unit.

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