01-08-08

DATE, TIME, PLACE OF MEETING

The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board, located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, January 8, 2008, at 4:45 p.m. The meeting was called to order by Bryan LaRocque, President. The prayer was led by Bryan LaRocque and Jimmy Pitre led the Pledge of Allegiance.

ROLL CALL

The roll was called and the following members were present: Joe Andrepont, Annette Ballard, Dale Bernard, Billy Breaux, Randy Burleigh, Mack Dellafosse, Clara Duhon, Chad Guidry, Fred Hardy, Bill Jongbloed, James Karr, Sr., Bryan LaRocque, Jimmy Pitre, Elray Victorian, and R.L. Webb.

MINUTES APPROVED

On a motion by Mr. Karr, seconded by Mr. Jongbloed and unanimously carried, the Minutes of the regular meeting of December 4, 2007 were approved as presented.

SUPPLEMENTAL AGENDA

On a motion by Mr. Victorian and seconded by Mr. Burleigh, the Supplemental Agenda was included as part of the regular agenda.

ELECTION OF OFFICERS

Mr. Jongbloed made a motion to nominate Mr. Pitre as President of the Board for 2008, with a second by Mr. Webb. Mr. Karr made a motion to cease nominations, with a second by Mr. Bernard. Upon a vote, there was no opposition to cease the nominations and upon the next vote, there was no opposition to Mr. Pitre as President.

Mr. LaRocque passed the gavel to Mr. Pitre. Mr. LaRocque thanked everyone for their cooperation during his year as President.

Mr. Bernard made a motion to nominate Mr. Victorian as Vice-President, with a second by Mrs. Ballard. Mr. Dellafosse stated a Point of Order, that seconds were not necessary when making a nomination.

Mrs. Duhon nominated Mr. Hardy as Vice-President. Mr. Burleigh made a motion to close the nominations, with a second by Mr. Jongbloed. Upon a vote to close, the motion carried. On the vote for Mr. Victorian as Vice-President, yeah votes were: Mr. Breaux, Mr. Victorian, Mr. Andrepont, Mr. Burleigh, Mr. Karr, Mr. LaRocque, Mr. Jongbloed, Mr. Bernard, and Mrs. Ballard. Upon a vote for Mr. Hardy as Vice-President, yeah votes were: Mrs. Duhon, Mr. Guidry, Mr. Dellafosse, and Mr. Hardy. On a 9-4 vote, Mr. Victorian was chosen as Vice-President of the Board for 2008.

Mr. Pitre passed the Committee sheets to all Board members, so that they could sign up for committee meetings in 2008, along with the Invocation list for 2008. Mrs. Duhon asked for a new sub-committee under Curriculum and Instruction, regarding low performing schools.

Mr. Pitre suggested that Mr. Jay Delafield be allowed to present before the Presentation portion of the agenda, the resolutions for the sale of bonds for District 23 and District 30. There were no bids for District 30, so Mr. Delafield said that he would come back at a later time when bids were received. On a motion by Mr. Andrepont and seconded by Mr. Guidry, the motion carried to re-advertise for District 30.

RESOLUTION AUTHORIZING SALE OF BONDS/DISTRICT 23

SEQ CHAPTER \h \r 1

The Parish School Board of Calcasieu Parish, Louisiana, met in public session at 4:45 o’clock p.m. on Tuesday, January 8, 2008, at the regular meeting place of said Board in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

President, JAMES W. PITRE, called the meeting to order and on roll call, the following members were present:

Joe A. Andrepont, Annette Ballard, Dale B. Bernard, Billy Breaux, Randall Burleigh, Mack Dellafosse, Clara Duhon, Chad Guidry, Fredman Hardy, Bill Jongbloed, James W. Karr, Sr., Bryan LaRocque, James W. Pitre, Elray Victorian and R. L. Webb

ABSENT: None

The President stated that one purpose of the meeting was the opening of sealed bids received for the purchase of $15,000,000 of General Obligation Public School Improvement Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2008 Series (the “Bonds”).

The President presented affidavits evidencing proper publication of the Notice of Sale of the Bonds, said affidavits indicating that the Notice of Sale had been published in the Lake Charles American Press, a newspaper published in Calcasieu Parish, and of general circulation in School District No. 23 of Calcasieu Parish, Louisiana, on December 26, 2007 (such publication having been made at least seven (7) clear calendar days before the date scheduled for the receipt of bids), and also published in the Daily Journal of Commerce, a financial newspaper or journal containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana on December 26, 2007, (which publication was made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids). The affidavits were approved and were ordered filed with the minutes of said meeting.

The President then presented the sealed bids for the purchase of the Bonds of School District No. 23 of Calcasieu Parish, Louisiana, which had been received, which bids were opened and found to be as follows:

1. Morgan Keegan & Company 4.953375

Upon verification, it was determined that the bid of Morgan Keegan & Company, Inc., of New Orleans, Louisiana, was the lowest and best bid submitted for the purchase of the Bonds, whereupon the following resolution was introduced and, pursuant to motion made by Mr. Breaux and seconded by Mr. Burleigh, was adopted by the following vote:

YEAS:

NAYS: None

ABSENT: None

NOT VOTING: James W. Pitre

RESOLUTION

A RESOLUTION PROVIDING FOR ISSUANCE OF $15,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 23 OF CALCASIEU PARISH, LOUISIANA, 2008 SERIES; CONFIRMING THE SALE THEREOF; AND PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT OF PRINCIPAL THEREOF AND INTEREST THEREON.

WHEREAS, pursuant to a resolution adopted by the Calcasieu Parish School Board, governing authority of School District No. 23 of Calcasieu Parish, Louisiana (the “Issuer”) on August 7, 2007, and in conformity with notice duly published in compliance with law, there was held in School District No. 23 of Calcasieu Parish, Louisiana, on November 17, 2007, a special election at which there was submitted to the qualified electors of said district the following proposition:

BOND PROPOSITION

SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 23 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $35,000,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

Shall School District No. 23 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $35,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District no. 23 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

and

WHEREAS, pursuant to said resolution calling said special election, and the notice of said election, the Calcasieu Parish School Board as the governing authority (the “Governing Authority”) of School District No. 23 of Calcasieu Parish, Louisiana (the “Issuer”), did on December 4, 2007, meet in open session and canvass the returns of said election and did declare said election to have resulted in favor of said proposition; and

WHEREAS, the Governing Authority now deems it in the public interest to authorize issuance and delivery of $15,000,000 General Obligation Public School Improvement Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2008 Series;

WHEREAS, the Governing Authority deems it to be in the public interest that it accept the lowest and best bid received for the purchase of the Bonds reflected above, together with the good faith check which accompanies such bid;

WHEREAS, pursuant to Notice of Sale duly published, the Bonds have been sold to Morgan Keegan & Company, Inc., of New Orleans, Louisiana, at the price of not less than par and accrued interest to date of delivery, the bid of said purchaser being in full as follows:

We offer to purchase FIFTEEN MILLION AND NO/100 ($15,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2008 Series, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on February 15 and August 15 of each year, beginning February 15, 2009, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Bond Sale and Official Statement, all the terms and conditions of which by reference are made a part hereof, and bearing interest at rates as follows, viz:

MATURITY PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST

DATE AMOUNT RATE PER DATE AMOUNT RATE PER

(Feb. 15) ANNUM (Feb. 15) ANNUM

___________________________________________________________________________________

2009 455,000.00 9.0% 2019 740,000.00 4.40%

2010 475,000.00 9.0% 2020 775,000.00 4.60%

2011 500,000.00 9.0% 2021 815,000.00 4.70%

2012 525,000.00 9.0% 2022 855,000.00 4.80%

2013 550,000.00 8.0% 2023 900,000.00 4.90%

2014 580,000.00 4.0% 2024 940,000.00 5.00%

2015 610,000.00 4.0% 2025 990,000.00 5.00%

2016 635,000.00 4.0% 2026 1,040,000.00 5.00%

2017 670,000.00 4.10% 2027 1,095,000.00 5.00%

2018 705,000.00 4.25% 2028 1,145,000.00 5.00%

We will pay the principal sum of FIFTEEN MILLION AND NO/100 ($15,000,000) DOLLARS, together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of $ -0- .

For your information, we calculate the lowest effective interest rate to School District No. 23 to be 4.953375%, said rate to be determined in accordance with the “True” or “Canadian” interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery.

Bonds bid for herein will be delivered and shall be paid for on or about February 27, 2008 at such place in Louisiana, and on such business day and at such hour, as the Issuer shall fix on five business days’ notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder, it being understood that School District No. 23 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and a certified transcript of this proceeding.

In accordance with the Notice of Bond Sale, we enclose herewith (certified) (cashier's) check(s) number(s) 655976168drawn on Regions of New Orleans, in the amount of THREE HUNDRED THOUSAND AND NO/100 ($300,000.00) DOLLARS, which is tendered as evidence of our good faith in accordance with and under the provisions of the Official Statement and of the Notice of Bond Sale. Said check shall be returned to the undersigned upon award of the Bonds, provided this proposal is not accepted; otherwise, to be retained uncashed by School District No. 23 of Calcasieu Parish, Louisiana, and returned upon delivery of the Bonds and payment therefor, or to be cashed and forfeited as and for full liquidated damages in case of the failure of the undersigned to make such payment.

We acknowledge and understand the Bonds are not designated as “qualified tax-exempt obligations” pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986.

This bid complies with the terms stipulated in the aforesaid Notice of Bond Sale, the receipt of which Notice of Bond Sale is hereby acknowledged.

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, governing authority of School District No. 23 of Calcasieu Parish, Louisiana, as follows:

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

“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.

“Bond” means any 2008 Series Bonds of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.

“Bond Register” means the record kept by the Paying Agent at its principal corporate office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.

“Bonds” means the General Obligation Public School Improvement Bonds, 2008 Series of the Issuer, authorized by this Resolution, in the total aggregate principal amount of Fifteen Million and No/100 Dollars ($15,000,000).

“Business Day” means a day of the year other than a day on which banks in the city in which the Paying Agent is located are required or authorized to remain closed or the New York Stock Exchange is closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Debt Service Fund” shall have the meaning ascribed to such term in Section 10 hereof.

“Defeasance Obligations” shall mean (a) cash, or (b) non-callable Government Securities.

“Executive Officers” means, collectively, the President and Secretary of the Governing Authority.

“Governing Authority” means the Calcasieu Parish School Board.

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

“Interest Payment Dates” means February 15 and August 15 of each year beginning February 15, 2009.

“Issuer” means School District No. 23 of Calcasieu Parish, Louisiana.

“Outstanding” when used with respect to the Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Resolution, except:

1. Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation.

2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the Owners of such Bonds, provided that, if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived.

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

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

5. Bonds for the payment of principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.

“Owner” or “Owners” or “Registered Owner” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register, as herein provided.

“Paying Agent” means Argent Trust, a Division of National Independent Trust Company, in Ruston, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.

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

“Purchaser” means the original purchaser or purchasers of the Bonds.

“Record Date” for the interest payable on any Interest Payment Date means the first calendar day of the month in which an Interest Payment is due, whether or not such day is a Business Day.

“Resolution” means this Resolution authorizing issuance of the Bonds.

SECTION 2. Authorization of Bonds; Maturities. In compliance with and under the authority of the provisions of Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana of 1974, as amended, and those portions of Part II of Article 7 of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Sub-Part A, Part III, Chapter 4, Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and constitutional and statutory authority supplemental thereto, and pursuant to proceedings regularly and legally taken by the Issuer, and a special election held within the Issuer on November 17, 2007, there is hereby authorized the incurring of an indebtedness of Fifteen Million Dollars ($15,000,000) for, and on behalf of and in the name of the Issuer, for the purpose of acquiring and/or improving school buildings and other school related facilities within and for the Issuer, and acquiring the necessary equipment and furnishings therefor, a work of public improvement, title to which school improvements shall be in the public, and to pay the cost of issuance of the Bonds, and to represent said indebtedness this Governing Authority does hereby authorize issuance of Fifteen Million Dollars ($15,000,000) of General Obligation Public School Improvement Bonds, 2008 Series, of the Issuer. The Bonds shall be in fully registered form, shall be dated February 15, 2008, shall be issued in the denomination of Five Thousand Dollars ($5,000) each, or any integral multiple thereof within a single maturity, and shall be numbered consecutively from R-001 upward and shall mature in the years and in the principal amounts set out in the following schedule. The unpaid principal of the Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing February 15, 2009, at rates of interest of not to exceed 9% per annum, as determined by receipt of sealed bids pursuant to advertisement, and maturing in the principal amounts as set out in the following schedule:

MATURITY PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST

DATE AMOUNT RATE PER DATE AMOUNT RATE PER

(Feb. 15) ANNUM (Feb. 15) ANNUM

___________________________________________________________________________________

2009 455,000.00 9.0% 2019 740,000.00 4.40%

2010 475,000.00 9.0% 2020 775,000.00 4.60%

2011 500,000.00 9.0% 2021 815,000.00 4.70%

2012 525,000.00 9.0% 2022 855,000.00 4.80%

2013 550,000.00 8.0% 2023 900,000.00 4.90%

2014 580,000.00 4.0% 2024 940,000.00 5.00%

2015 610,000.00 4.0% 2025 990,000.00 5.00%

2016 635,000.00 4.0% 2026 1,040,000.00 5.00%

2017 670,000.00 4.10% 2027 1,095,000.00 5.00%

2018 705,000.00 4.25% 2028 1,145,000.00 5.00%

The principal of the Bonds, upon maturity or redemption, shall be payable at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check mailed by the Paying Agent to the Registered Owner at the address shown on the Bond Register. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) shall be entitled to receive the interest payable with respect to such Interest Payment Date notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date. Each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond will bear interest (as herein set forth) so that neither gain nor loss interest shall result from such transfer, exchange or substitution.

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

SECTION 3. Redemption Provisions. Those Bonds maturing in the years 2009 to 2013, inclusive, shall not be subject to redemption prior to maturity. Those Bonds maturing February 15, 2013 and thereafter shall be callable for redemption by the Issuer in full at any time on or after February 15, 2013, or in part in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after August 15, 2013, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.

In the event a Bond to be redeemed is of a principal amount denomination larger than $5,000, a portion of such Bond ($5,000 principal amount or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate office of the Paying Agent and there shall be delivered to the Owner of such Bond a new Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Bond so surrendered. Official notice of such call of any of the Bonds for redemption will be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date, addressed to the Owner of each Bond to be redeemed as shown on the Bond Register.

SECTION 7. Execution of Bonds. The Bonds shall be signed by the Executive Officers of the Issuer for, on behalf of, in the name of and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Secretary of the Governing Authority, which signatures and corporate seal may be either manual or facsimile and the delivery of any Bond so executed at any time thereafter shall be valid although, before the date of delivery, the persons signing the Bonds cease to hold office.

SECTION8. Registration with Secretary of State. The Bonds shall be registered with the Secretary of State of the State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State of Louisiana in substantially the form set forth herein, provided such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser, and any Bonds subsequently exchanged therefor as permitted in this Resolution may bear the facsimile signature of said Secretary of State.

SECTION9. Pledge of Full Faith and Credit; Tax Levy. The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged to the punctual payment or the Bonds in accordance with the authority of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, as amended, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and constitutional and statutory authority supplemental thereto. The Issuer obligates itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes an ad valorem tax on all property subject to taxation within the territorial limits of the Issuer sufficient to pay principal of and interest on the Bonds falling due in each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer. The proceeds of such tax shall be devoted and applied to the payment of said interest and principal as such shall become due, and without further action on the part of the Governing Authority, the proper officer or officers are hereby authorized and directed, for the year 2008 and each year thereafter, to include in the annual levy of taxes upon, and to extend upon the assessment rolls against, all taxable property situated within the territorial limits of the Issuer, a sum sufficient to pay the principal of, premium, if any, and interest on the Bonds becoming due the ensuing year. The Issuer shall deposit the avails of said tax in the “Debt Service Fund” herein provided for. Principal or interest falling due at any time when the proceeds of said tax levy may not be available shall be paid from other funds of the Governing Authority, and such funds shall be reimbursed from the proceeds of said taxes when said taxes shall have been collected. The Issuer covenants and agrees with the Purchaser and the Owner of the Bonds that so long as any of the Bonds remain outstanding, the Issuer will take no action or fail to take any action which in any way would adversely affect the ability of the Issuer to levy and collect the foregoing tax levy, and the Issuer and its officers will comply with all present and future applicable laws in order to assure that the foregoing taxes will be levied, extended and collected as provided herein and deposited in the Debt Service Fund established in Section 10 to pay the principal of and interest on the Bonds.

SECTION 10.Debt Service Fund. For the payment of the principal of and the interest on the Bonds, the Issuer will establish a special fund, to be held by the regularly designated fiscal agent of the Issuer (the “Debt Service Fund”), into which the Issuer will deposit the proceeds of the aforesaid special tax and accrued interest on the Bonds. The depository for the Debt Service Fund shall transfer from the Debt Service Fund to the Paying Agent at least one (1) business day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

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

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

Immediately upon issuance of the Bonds, moneys paid to the Issuer by the Purchaser as accrued interest, if any, shall be deposited by the Issuer into the Debt Service Fund and utilized to pay interest on the Bonds on the Interest Payment Date next due.

SECTION11. Application of Proceeds; 2008 Project Fund. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution. The proceeds derived from the sale of the Bonds, other than accrued interest upon the Bonds which shall be deposited into the Debt Service Fund in accordance with the provisions of Section 10 hereof, shall be deposited into a fund separate and apart from the general funds of the Governing Authority, namely, the “School District No. 23 Project Fund” (the “2008 Project Fund”) hereby created, and disbursements shall be made from the 2008 Project Fund solely and only for the purposes for which the Bonds are being issued and for which the principal proceeds are hereby appropriated.

Earnings, if any, upon the invested proceeds of the Bonds within the 2008 Project Fund shall be maintained within the 2008 Project Fund and utilized solely and only for (i) the purposes for which the Bonds are being issued and/or (ii) payment of any required rebate of excess arbitrage profits to the United States Treasury.

SECTION12. Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.

SECTION13. Resolution a Contract. The provisions of this Resolution and the Bonds shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds.

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

SECTION14. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with issuance of the Bonds herein authorized and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:

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

SECTION15. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION16. Notices to Owners. Wherever this Resolution provides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION17. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already cancelled, shall be promptly cancelled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent. All cancelled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION18. Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receives evidence to its, satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall, under the authority of Part XI of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other outstanding Bonds. Any additional procedures set forth in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.

SECTION19. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

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

SECTION20. Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or Resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank organized and doing business under the laws of the United States of America or of any state, authorized under such laws to serve as Paying Agent, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of such officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION21. Non-Arbitrage Representations, Warranties and Covenants. The Governing Authority of the Issuer certifies and covenants that so long as the Bonds remain outstanding, moneys on deposit in any fund in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner which will cause such Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code or ruling or regulations promulgated thereunder.

The Governing Authority hereby authorizes the Executive Officers of the Issuer to be responsible for issuing the Bonds to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from gross income for purposes of federal income taxation. In connection therewith, the Issuer and the Governing Authority further agree:

(a) through the Executive Officers to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (d) to file such forms, statements and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by the Executive Officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such compliance.

SECTION22. Printing and Delivery of Bonds. The Executive Officers of the Issuer are hereby empowered, authorized and directed to cause the necessary Bonds to be printed or lithographed, and they are hereby further empowered, authorized and directed to sign, execute and seal all of the Bonds as herein provided and cause the same to be registered with the Secretary of State, all in accordance with the provisions of law and this Resolution.

SECTION 23. Notice of Bond Sale and Preliminary Official Statement. The publication of a Notice of Bond Sale pertaining to the sale of the Bonds, in the form so published, and the distribution of the disclosure material in the Preliminary Official Statement in connection therewith are hereby ratified and confirmed in all respects by this Governing Authority, and the Issuer and the Governing Authority hereby certify that such disclosure material is deemed final by the Issuer and Governing Authority as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934.

SECTION24. Publication. A copy of this Resolution shall be published immediately after its adoption in one (1) issue of the Lake Charles American Press, the official journal of the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest shall have the right to contest the legality of this Resolution and of the Bonds to be issued pursuant hereto and the provisions hereof securing the Bonds. After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Bonds or the provisions of this Resolution, and the Bonds shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

SECTION25. Savings Clause. In case any one or more of the provisions of this Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds, but the Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date or dates of this Resolution and of the Bonds which validates or makes legal any provision of this Resolution or the Bonds which would not otherwise be valid or legal, shall be decreed to apply to this Resolution and to the Bonds.

SECTION 26.Bank Qualification. The Issuer has determined that the Bonds will not be designated as “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code.

SECTION27. Additional Parity Bonds. The Issuer hereby expressly reserves the right to issue from time to time additional bonds payable from and secured by ad valorem taxation on a parity with the Bonds.

SECTION28. Continuing Disclosure Agreement. The Issuer has authorized the execution and delivery of a Continuing Disclosure Agreement pursuant to Section (d)(2) of the Securities and Exchange Commission Rule 15c2-12 (the “Continuing Disclosure Agreement”). The Continuing Disclosure Agreement executed and delivered by the President and Secretary of the Governing Authority as heretofore authorized by resolution providing for the sale and delivery of the Bonds to the Purchaser is ratified, approved and confirmed. The Issuer, acting through the Governing Authority, hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Resolution, failure of the Issuer or the Governing Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder. However, any Participating Underwriter, as defined in the Continuing Disclosure Agreement, or any Bond Owner may take such actions under Louisiana law as may be necessary and appropriate, including seeking a mandatory injunction, writ of mandamus or other order or judgment for specific performance by court order to cause the Issuer and/or the Governing Authority to comply with its obligations under the Continuing Disclosure Agreement and this Section and the provisions of this Resolution heretofore adopted authorizing the Continuing Disclosure Agreement.

SECTION29. Further Acts. All acts and doings of the Executive Officers of the Issuer which are in conformity with the purposes and intent of this Resolution are hereby in all respects ADVANCE \d 0ratified, approved and confirmed.

SECTION30. Administration of Bond Proceeds. In accordance with and pursuant to the provisions of Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Governing Authority of the Issuer is hereby confirmed as administrator of the funds of the Issuer, and is further charged with the responsibilities of investing the proceeds of the Bonds in accordance with the terms of this Resolution and the Letter of Investment Instructions which is annexed hereto as Exhibit I. The Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and Ex-officio Secretary of the Governing Authority shall signify his acceptance of the responsibilities set forth herein and within the Letter of Investment Instructions by his execution of the Letter of Investment Instructions.

SECTION 31.Beneficiaries of the Resolution. The provisions of this Resolution are for the sole benefit of the Owners of the Bonds and beneficial owners of the Bonds, and nothing contained herein, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Resolution, and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Resolution or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell the Bonds at any future date.

UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO OWNERS OF THE BONDS OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS RESOLUTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

No default by the Issuer in observing or performing its obligations under Sections 28 and 26 hereof shall constitute a breach of or default under this Resolution.

SECTION32. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION33. Repealer. All resolutions or Resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall be in effect from and after its passage.

SECTION34. Effective Date of Resolution. This Resolution shall become effective immediately upon its adoption.

(Other business not pertinent to the above appears in the minutes of the meeting.)

I, WAYNE R. SAVOY, certify that I am the duly qualified and acting Superintendent of Schools of Calcasieu Parish, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board, the governing authority of School District No. 23 of Calcasieu Parish, Louisiana.

I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of the Calcasieu Parish School Board held on January 8, 2008, and of a resolution adopted at said meeting as said minutes and resolution appear officially of record in my possession.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of School District No. 23 of Calcasieu Parish, Louisiana, on this 8^th day of January, 2008.

On a motion to accept by Mr. Breaux and seconded by Mr. Burleigh, the motion to accept the resolution authorizing the sale of bonds for District 23 carried.

Fritzi Fralick, Principal of T.S. Cooley Elementary School, presented Carmen Lee to the Board, along with Carmen’s mother, Heather Lee. Carmen is a fifth grade student and she has published a book, “The Mystical Adventures of the Linkling Fairies.”

On a motion by Mr. Victorian and seconded by Mr. Bernard, the Board adjourned into Executive Session at 5:15 p.m. The Board resumed the Regular Session at 5:30 p.m.

Mr. Gary Anderson, Assistant Superintendent of Administration & Personnel, requested a motion supporting the recommendations as listed in the personnel packet, including the Addendum. On a motion by Mr. Victorian and seconded by Mr. Webb, the motion carried.

Mr. Anderson asked for a motion for permission to advertise for the position of Acting Principal of Westlake High School. This position comes with a disclaimer on the advertisement that the position may or may not be advertised again, if the current Principal does not return. On a motion by Mr. Burleigh and seconded by Mr. Breaux, the motion carried.

WC #162WCM03 was settled on a motion by Mrs. Duhon and seconded by Mr. Webb, with no opposition.

A. Joint Services Agreement/Fairview Elementary School ditches- On a motion to approve by Mr. Victorian and seconded by Mrs. Ballard, the motion carried. Mr. Bruchhaus

reported that this is an agreement between CPSB, the City of Lake Charles, and the Police Jury, with our cost at about $14,000.

B. Approval of Outside Counsel for Sales Tax Matters- On a motion to approve by Mr. Karr and seconded by Mr. Burleigh, the motion carried.

Mr. Victorian questioned the costs of these trips and suggested that the schools try to negotiate for better prices

Change Order Number Three (3), “Roof Repairs at Frasch Elementary School,” Hurricane Rita Repair Funds, Bid No. 2007-09 PC,, Project Number 07-006; Alfred Palma, Inc., Contractor; Randall D. Broussard, Architect; Increase of $8,352.00 and Increase of Thirty (30) Days. On a motion

Change Order Number One (1), “A New Running Track for Bell City High School,” School District #28, Bond Funds, Bid No. 2007-10PC, Moss Architects, Inc., Designer; Asphalt Associates, Inc., Contractor; Increase of $83,827.18.

A full calendar year of Board dates will be presented at the February Board Meeting.

Mr. Savoy reported that we had a number of teachers from Calcasieu Parish that were awarded $1000 grants from Region V LACUE. These teachers are: Della Pearce, Penny Pennington, Ashleigh Schulz, Kacie Pugh, JoAnna Guillory, Sherry Dattola, Linda Kebodeaux Hebert, Kimmy Smith, and Yessica Walker.

He told the Board about students at the 9^th grade campus at Sulphur High School that sorted and packaged books 50,000 books, for distribution to every Pre-K through 5^th grade student in Calcasieu Parish. Every child received 2 books. The books came from a non-profit organization called Book Relief. He said we were able to get 300,000 books through the efforts of Karyl O’Banion and Dolores Hicks.

Mr. Savoy gave statistics to the Board regarding the McKinney-Vinto Homeless Act. From August 2007 until January 2008, 954 homeless students have been helped. Mr. Savoy stated that there is not a single school in Calcasieu Parish that does not have at least one student listed as “homeless.”

He introduced Loree Smith and Carolyn Toups to the Board, as they monitor the Calcasieu Parish Schools program to help the homeless students.

Mr. Savoy reported on Virtual Learning, and how students can go online and take courses through correspondence, approved by the State.

Mr. Victorian and Mr. Hardy asked for a letter of condolence to Fred and Eunice Dent at the loss of their son, Michael Simmons.

Larry Hunter, as he is the recipient of the Lifetime Achievement Award by the Louisiana Track Coach’s Association. He also asked for a letter of condolence to the family of Martha (Teen) Sigur.

Mr. Bernard asked for a letter of condolence to Christine Morvant at the loss of her husband. He asked for a letter of congratulations to Molly Beard for a wonderful Christmas lunch at Vinton Elementary, and to Mrs. Beloney at Food Services for the Christmas dinner.

Mrs. Duhon asked for a letter of recognition to Tommy Henry on his retirement from the LHSAA.

Mr. Hardy asked for a letter of recognition to Heather White from the Lake Charles American Press.

Mr. Webb asked for a letter of thanks to Mrs. Beloney for the nice Christmas dinner.

Mr. Breaux stated that he went to a conference in Nashville and he met a man with a business that teaches students how to work on computers. Working with our Tech Department and Mr. Savoy, Mr. Breaux helped arrange for 130 of these computers to be delivered at no cost, other than the shipping charge of $937.00.These computers will be used to upgrade some of our computer labs.

Mr. Andrepont asked that due to the bond issues for several of our districts, Board Meetings be held as needed to address issues that need to be handled in a more timely manner than once a month.

On a motion to adjourn by Mr. Hardy and seconded by Mr. Burleigh, the motion carried. The meeting was adjourned at 6:15 p.m.