In October of 2024, the JJMS board passed a motion to reimburse construction cost from the refinance of our mortgage. Our legal counsel has informed us that additional details need to be included in a more complete resolution. 

A document with the following text has been prepared by our legal counsel. 

RESOLUTION OF THE BOARD OF DIRECTORS OF
JAMES JORDAN MIDDLE SCHOOL
AUTHORIZING ACTIONS IN PURSUIT OF
FINANCING FOR PUBLIC CHARTER SCHOOL PROJECTS

AND DECLARING OFFICIAL INTENT
TO REIMBURSE CERTAIN EXPENDITURES
FROM PROCEEDS OF INDEBTEDNESS

WHEREAS, James Jordan Middle School, a nonprofit public benefit corporation
organized and existing under the laws of the State of California for itself (for purposes of this
resolution and the Treasury Regulations referenced herein, the “Corporation”), intends to
acquire, construct, improve and equip public charter school facilities, as described in
Appendix A attached hereto (the “Project”);

WHEREAS, the Corporation or a limited liability company or nonprofit public
benefit corporation in which the Corporation is the sole member (for purposes of this resolution
and the Treasury Regulations either entity referenced herein, the “Borrower”) expects to pay
certain expenditures (the “Reimbursement Expenditures”) in connection with the Project prior to
the issuance of indebtedness on behalf of the Borrower for the purpose of financing costs
associated with the Project on a longterm basis;

WHEREAS, the Borrower expects it will be necessary to employ attorneys and
consultants and to incur costs and expenses in preparing the proceedings for the issuance of said
indebtedness on behalf of the Borrower, and in connection with the acquisition and construction
of the Project and the lease thereof to charter school tenants;

WHEREAS, the Borrower reasonably expects that debt obligations in an amount
not expected to exceed $16,000,000 will be issued on behalf of the Borrower in order to finance
the Project, and that certain of the proceeds of such debt obligations will be used to reimburse the
Reimbursement Expenditures; and

WHEREAS, Section 1.150-2 of the regulations promulgated by the United States
Department of the Treasury (the “Treasury Regulations”) requires the Borrower to declare its
reasonable official intent to reimburse prior expenditures for the Project with proceeds of a
subsequent borrowing, if such proceeds are to be deemed spent upon the reimbursement
allocation, for purposes of federal tax law;

NOW, THEREFORE, the Board of Directors of the Corporation hereby finds,

determines, resolves and declares:

Section 1. The Board of Directors hereby finds and determines that the above

recitals are true.

Section 2. For purposes of establishing compliance with the requirements of
Section 1.150-2 of the Treasury Regulations, the Board of Directors hereby declares its official

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intent to use proceeds of indebtedness to reimburse the Borrower for Reimbursement
Expenditures. This declaration does not bind the Borrower to make any expenditure, incur any
indebtedness, or proceed with the Project.

Section 3. The officers, employees and agents of the Borrower, including the
financing team assembled for the purpose, are hereby authorized and directed to prepare
proceedings culminating in the authorization, sale and issuance of a series of bonds and the loan
of proceeds to the Borrower, and to do any and all things which they may deem necessary or
advisable in order to carry out, give effect to, and comply with the terms and intent of this
Resolution, provided that this Board shall be presented with and shall approve the financing
documents prepared for the purpose.

Section 4. The Corporation hereby authorizes the payment of any expenses
incurred in connection with the preparation of proceedings for the issuance of said indebtedness
on behalf of the Borrower and the lease of the Project, including legal and financial consulting
expenses.

Section 5. This resolution shall take effect from and after its adoption.

The board should consider a motion to approve the attached resolution authorizing actions in pursuit of financing for public charter school rojects and declaring official intent to reimburse certain expenditures from proceeds of indebtedness.