12-01-09

DATE, TIME, PLACE OF MEETING

The Calcasieu Parish School Board met in the Board Room of the Calcasieu Parish School Board, located at 3310 Broad Street, Lake Charles, Louisiana, 70615, on Tuesday, December 1, 2009 at 4:45 p.m. The meeting was called to order by Elray Victorian, President. The prayer was led by Fredman Hardy. The Pledge of Allegiance was led by Reid Herring, a student at Starks High School.

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, Bryan LaRocque, Jimmy Pitre, Elray Victorian, and R.L. Webb.

MINUTES APPROVED

On a motion by Mr. Burleigh and seconded by Mr. Karr, the Minutes of the regular meeting of November 3, 2009 were approved.

On a motion by Mrs. Duhon and a second by Mr. Burleigh, the Supplemental Agenda was accepted as a part of the Regular Agenda, by unanimous vote.

PRESENTATIONS

On a motion by Mr. Andrepont and a second by Mr. Karr, Items IX A, B, C, D were moved from Take Appropriate Action, to be discussed before the presentation. Attorney Jay Delafield presented the following:

A. Resolution Authorizing CFO to Negotiate Sale Not Exceeding $12,500,000 of General Obligation Bonds/District 34

On a motion to approve by Mr. Breaux and a second by Mrs. Duhon, the motion carried.

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 1, 2009

The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, 3310 Broad Street, Lake Charles, Louisiana, at 4:45 o’clock p.m. on December 1, 2009, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.

President, Elray Victorian, 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

Wayne R. Savoy, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Breaux and seconded by Mrs. Duhon, was adopted by the following vote:

YEAS: Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mrs. Duhon, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Victorian

RESOLUTION

A RESOLUTION AUTHORIZING THE CHIEF FINANCIAL OFFICER TO NEGOTIATE THE SALE OF NOT EXCEEDING TWELVE MILLION FIVE HUNDRED THOUSAND AND NO/100 ($12,500,000) DOLLARS OF GENERAL OBLIGATION REFUNDING BONDS OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, 2009 SERIES B, AT TERMS MOST ADVANTAGEOUS TO THE ISSUER.

WHEREAS, the Calcasieu Parish School Board, acting as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana (the “Issuer”), has distributed to prospective purchasers of not exceeding $12,500,000 of General Obligation Refunding Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2009 Series B (the “Bonds”), certain information to aid and assist those persons or institutions interested in purchasing the Bonds, in the form of a Preliminary Official Statement;

WHEREAS, it is necessary or desirable to designate by resolution the individual who, for and on behalf of this Board and the Issuer, can negotiate the terms of the Bonds most advantageous to the Issuer in a fluctuating market environment;

NOW THEREFORE, BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, as the governing authority of School District No. 34 of Calcasieu Parish, Louisiana as follows:

SECTION 1. The Chief Financial Officer is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the Issuer.

SECTION 2. The Chief Financial Officer is hereby authorized and empowered to effect and implement any necessary amendments and changes necessary in order to market the Bonds, which amendments and changes may be requested or required by the rating agencies, the municipal bond insurer, the underwriter, bond counsel, or the municipal bond market generally, and. to execute a Bond Purchase Agreement with Stephens Inc., Baton Rouge, Louisiana, under such terms and conditions as are most favorable to the Issuer.

SECTION 3. Ratification. All actions heretofore taken by the Calcasieu Parish School Board and by the officers thereof or on their behalf, not inconsistent herewith directed toward preparation and delivery of the Preliminary Official Statement are hereby ratified, approved and confirmed.

ADOPTED AND APPROVED on this 1^st day of December, 2009.

/s/ Elray Victorian

ELRAY VICTORIAN, President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

(Other business not pertinent to the present excerpt may be found of record in the official minute book.)

Upon motion duly made and unanimously carried, the meeting was adjourned.

/s/ Elray Victorian

ELRAY VICTORIAN, President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

STATE OF LOUISIANA

PARISH OF CALCASIEU

I, WAYNE R. SAVOY, certify that I am the duly qualified and acting Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board, governing authority of School District No. 34 of Calcasieu Parish,

I further certify that the foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Calcasieu Parish School Board, held on December 1, 2009, 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. 34 of Calcasieu Parish, Louisiana, on this, the 1^st day of December, 2009.

___________________________________

WAYNE R. SAVOY, Secretary

B. Resolution Authorizing CFO to Negotiate Sale Not Exceeding $8,500,000 of General Obligation Bonds/District 33

On a motion to approve by Mr. Breaux and a second by Mrs. Duhon, the motion carried.

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 1, 2009

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

ABSENT: None

Wayne R. Savoy, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Breaux and seconded by Mrs. Duhon, was adopted by the following vote:

YEAS: Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mrs. Duhon, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Victorian

RESOLUTION

A RESOLUTION AUTHORIZING THE CHIEF FINANCIAL OFFICER TO NEGOTIATE THE SALE OF NOT EXCEEDING EIGHT MILLION FIVE HUNDRED THOUSAND AND NO/100 ($8,500,000) DOLLARS OF GENERAL OBLIGATION REFUNDING BONDS OF SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, 2009 SERIES B, AT TERMS MOST ADVANTAGEOUS TO THE ISSUER.

WHEREAS, the Calcasieu Parish School Board, acting as the governing authority of School District No. 33 of Calcasieu Parish, Louisiana (the “Issuer”), has distributed to prospective purchasers of not exceeding $8,500,000 of General Obligation Refunding Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2009 Series B (the “Bonds”), certain information to aid and assist those persons or institutions interested in purchasing the Bonds, in the form of a Preliminary Official Statement;

NOW THEREFORE, BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, as the governing authority of School District No. 33 of Calcasieu Parish, Louisiana as follows:

SECTION 1. The Chief Financial Officer is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the Issuer.

ADOPTED AND APPROVED on this 1^st day of December, 2009.

/s/ Elray Victorian

ELRAY VICTORIANM President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

(Other business not pertinent to the present excerpt may be found of record in the official minute book.)

Upon motion duly made and unanimously carried, the meeting was adjourned.

/s/ Elray Victorian

ELRAY VICTORIAN, President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

STATE OF LOUISIANA

PARISH OF CALCASIEU

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of School District No. 33 of Calcasieu Parish, Louisiana, on this, the 1^st day of December, 2009.

___________________________________

WAYNE R. SAVOY, Secretary

C. Resolution Authorizing CFO to Negotiate Sale Not Exceeding $7,200,000 of General Obligation Bonds/District 23

On a motion to approve by Mr. Breaux and a second by Mrs. Duhon, the motion carried.

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 1, 2009

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

ABSENT: None

Wayne R. Savoy, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Breaux and seconded by Mrs. Duhon, was adopted by the following vote:

YEAS: Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mrs. Duhon, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Victorian

RESOLUTION

A RESOLUTION AUTHORIZING THE CHIEF FINANCIAL OFFICER TO NEGOTIATE THE SALE OF NOT EXCEEDING SEVEN MILLION TWO HUNDRED THOUSAND AND NO/100 ($7,200,000) DOLLARS OF GENERAL OBLIGATION REFUNDING BONDS OF SCHOOL DISTRICT NO. 23 OF CALCASIEU PARISH, LOUISIANA, 2009 SERIES B, AT TERMS MOST ADVANTAGEOUS TO THE ISSUER.

WHEREAS, the Calcasieu Parish School Board, acting as the governing authority of School District No. 23 of Calcasieu Parish, Louisiana (the “Issuer”), has distributed to prospective purchasers of not exceeding $7,200,000 of General Obligation Refunding Bonds of School District No. 23 of Calcasieu Parish, Louisiana, 2009 Series B (the “Bonds”), certain information to aid and assist those persons or institutions interested in purchasing the Bonds, in the form of a Preliminary Official Statement;

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

SECTION 1. The Chief Financial Officer is hereby given permission to negotiate the sale the Bonds at interest rates and terms most advantageous to the Issuer.

ADOPTED AND APPROVED on this 1^st day of December, 2009.

/s/ Elray Victorian

ELRAY VICTORIANM President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

(Other business not pertinent to the present excerpt may be found of record in the official minute book.)

Upon motion duly made and unanimously carried, the meeting was adjourned.

/s/ Elray Victorian

ELRAY VICTORIAN, President

/s/ Wayne R. Savoy

WAYNE R. SAVOY, Secretary

STATE OF LOUISIANA

PARISH OF CALCASIEU

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, the 1^st day of December, 2009.

___________________________________

WAYNE R. SAVOY, Secretary

D. Resolution Providing for Incurring Debt and Issuance of $5,000,000 Qualified School Construction Bonds

On a motion to approve by Mr. Andrepont and a second by Mrs. Duhon, the motion carried.

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 1, 2009

President, Elray Victorian, called the meeting to order and on roll call, the following members were present:

ABSENT: None

Wayne R. Savoy, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Andrepont and seconded by Mrs. Duhon, was adopted by the following vote:

YEAS: Mr. Andrepont, Mrs. Ballard, Mr. Bernard, Mr. Breaux, Mr. Burleigh, Mr. Dellafosse, Mrs. Duhon, Mr. Guidry, Mr. Hardy, Mr. Jongbloed, Mr. Karr, Mr. LaRocque, Mr. Pitre, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Victorian

RESOLUTION

A resolution providing for incurring debt and issuance of Five Million Dollars ($5,000,000) Qualified School Construction Bonds Program (Taxable Certificates of Indebtedness), Series 2009, of the Calcasieu Parish School Board, prescribing the form, terms and conditions of such Certificates and providing for payment thereof; and providing for other matters in connection therewith.

“Maximum Annual Debt Service” means the highest amount of principal and interest due on an obligation in any Fiscal Year, provided that if there is outstanding any balloon indebtedness subject to mandatory sinking fund payments or redemptions, such balloon indebtedness shall be calculated as amortizing on the dates and in the amounts such mandatory sinking fund payments or redemptions are required rather than on the date such indebtedness matures.

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

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

2. Any Certificate for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Certificate with the effect specified in this Resolution or by law, provided that if such Certificate is to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived;

3. Any Certificate in exchange for or in lieu of which another Certificate has been registered and delivered pursuant to this Resolution; and

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

“Owner” when used with respect to any Certificate means the Person or Persons constituting a taxpayer in whose name(s) such Certificate is registered in the Certificate Register.

“Paying Agent” means The Bank of New York Mellon Trust Company, N.A., in the City of Baton Rouge, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution and thereafter “Paying Agent” shall mean such successor Paying Agent.

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

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

“Principal Account Deposit Date” means December 1 of each year, beginning December 1, 2010 and ending on December 1, 2019.

“Principal Account Deposit Requirement” means on each Principal Account Deposit Date, a cash deposit, together with any amounts in the Principal Account of the Sinking Fund not presently invested in Government Securities, in an amount sufficient to meet the Required Principal Account Value for such Principal Account Deposit Date.

“Principal Amount” means $5,000,000, less any amount redeemed as a result of mandatory redemption required pursuant to Section 3(a) of this Resolution.

“Purchaser” means JPMorgan Chase Bank, N.A., Monroe, Louisiana.

“Qualified Purposes” means construction, rehabilitation and repair of a public school facility or for the acquisition of land on which such a facility is to be constructed within the jurisdiction of the Issuer; expenditures for costs of acquisition of equipment to be used in such portion or portions of the public school facility that is being constructed, rehabilitated or repaired with Certificate proceeds.

“QSCB Code Provision” means Section 54F of the Code and applicable portions of Section 54A of the Code.

“QSCB Disqualification Event” has the meaning given it in Section 3 of this Resolution.

“QSCB Regulations” means IRS Notice 2009-35, dated April 3, 2009.

“Required Principal Account Value” means for each Principal Account Deposit Date the corresponding value required as set forth in Section 9 of this Resolution.

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

“Sinking Fund” means the “Calcasieu Parish School Board QSCB Taxable Certificates of Indebtedness, Series 2009, Sinking Fund” established pursuant to Section 9 herein.

“State” means the State of Louisiana.

SECTION 2. (a) Authorization of Bond; Maturity. In compliance with the terms and provisions of the Act, the QSCB Code Provision, the QSCB Regulations, other constitutional and statutory authority, and the policies and procedures of the Department of Education, there is hereby authorized the incurring of indebtedness of Five Million Dollars ($5,000,000) for, on behalf of, and in the name of the Issuer, for the purpose of construction, rehabilitation or repair of public schools facilities, including equipping of school facilities improved with Bond proceeds, and paying the costs of issuance thereof. Costs of issuance shall not exceed two percent (2.00%) of the proceeds of the Certificates. To represent said indebtedness, this Governing Authority does hereby authorize issuance of Qualified School Construction Bonds Program (Taxable Certificates of Indebtedness), Series 2009, of the Issuer, in the amount of Five Million Dollars ($5,000,000). Any Certificate issued hereby shall be in the form of a fully registered Certificate, shall be dated the Date of Issuance, and shall be numbered R-1, and shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the Coupon Rate, payable on each Interest Payment Date, commencing March 1, 2010. Subject to the provisions of Section 3, the Certificates shall become due and payable and mature on the Final Maturity Date.

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

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

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

Any capitalized terms in this Certificate which are not defined herein shall have the meaning assigned to such terms of the Resolution.

IN WITNESS WHEREOF, the Calcasieu Parish School Board has caused this Certificate of Indebtedness to be executed in its name by the facsimile signatures of the duly authorized President and Secretary of the Calcasieu Parish School Board, and the seal of said Issuer to be impressed or imprinted hereon, and this Certificate to be dated December 3, 2009.

This Certificate represents the entire issue of Certificates referred to in the within-mentioned Resolution.

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

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

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

I, the undersigned Secretary of the Calcasieu Parish School Board, Calcasieu Parish, Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Joseph A. Delafield., A Professional Corporation, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original Certificates of the issue described therein and was delivered to JPMorgan Chase Bank, N.A., representing the original purchasers thereof.

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

SECTION 7. Payment of Certificates. The Certificates herein authorized shall be secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Calcasieu Parish School Board in the fiscal year beginning July 1, 2009 and ending June 30, 2010, and subsequent years above statutory, necessary and usual charges. Until said Certificates herein authorized shall have been paid in full in principal and interest, the Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively come due, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates, after payment in such years of all statutory, necessary and usual charges. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the Principal Account Deposit Requirement and the interest on the Certificates for that year and such funds have been deposited in the Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.

The governing authority of the Issuer does hereby obligate itself and is bound under the terms and provisions of law, that so long as any of the Certificates herein authorized are outstanding, it will, in each year, maintain efficiency and economy, together with sufficient rates, fees and charges in the operation of the Calcasieu Parish School System together with taxes levied and collected each year sufficient to meet debt service requirements on all outstanding excess revenue certificates of indebtedness, including the Certificates, after payment of all statutory, necessary and usual charges of the Issuer for the current year, and said obligation shall be irrevocable until the Certificates have been paid in full as to both principal and interest, and this Resolution imposing said obligation shall not be subject to amendment in any manner which would impair the rights of the holders from time to time of the Certificates herein authorized or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. This Resolution shall be and remain irrepealable until the Certificates and the interest accruing thereon shall have been fully paid, satisfied, and discharged, as herein provided.

SECTION 8. Parity Obligations. All of the Certificates shall enjoy complete parity of lien on the excess revenues of the Issuer despite the fact that any Certificate may be delivered at an earlier or later date than any other of the Certificates. The Issuer may issue other certificates or obligations payable from or enjoying a lien on its excess revenues on a parity with the Certificates (“Parity Debt”); provided, however, the Issuer shall not issue any Parity Debt unless it shall deliver to the Purchaser, at least thirty (30) days prior to the date of any proposed issuance of Parity Debt, written evidence satisfactory to the Purchaser showing that all revenues during twelve (12) consecutive months of the previous eighteen (18) months would have been sufficient to produce revenues in an amount equal to 135% of the maximum annual debt service requirements of all Parity Debt (including the proposed Parity Debt) unless written consent is given by the Bank.

It is specifically understood that after funds have been set aside out of the revenues of any year sufficient to pay the Principal Account Deposit Requirement and the interest on the Certificates for the then current year and such funds have been deposited in the Sinking Fund, then any excess of annual revenues remaining in that year will be free for expenditure by the Issuer for any other lawful purpose.

SECTION 9. Sinking Fund. For payment of the principal of the Certificates, there has been established and maintained a special fund known as “Calcasieu Parish School Board QSCB Taxable Certificates of Indebtedness, Series 2009 Sinking Fund,” said Sinking Fund having been established and maintained with the Paying Agent or its designee. Within the Sinking Fund shall be a Principal Account established for the purpose of paying the principal falling due on the Final Maturity Date and an Interest Account established for the purpose of paying the interest falling due on each Interest Payment Date.

At least one (1) business day prior to each Interest Payment Date, the Issuer shall furnish to the Paying Agent/Registrar funds fully sufficient to pay promptly the interest so falling due on such date. Such funds shall be used by the Paying Agent/Registrar solely for the purpose of paying the interest on the Certificates in accordance with their terms and the provisions of this Resolution.

Not less than fifteen (15) days before each Principal Account Deposit Date, the Paying Agent shall provide to the Issuer a selection of Government Securities that, either alone or in combination with other Government Securities, satisfy the Principal Account Deposit Requirement. Not less than ten (10) days before each Principal Account Deposit Date, an Executive Officer of the Issuer shall select the Government Security or Securities from the list provided by the Paying Agent to satisfy the Principal Account Deposit Requirement. Not less than two (2) business days prior to each anniversary of the closing date, the Issuer shall deposit in the Principal Account an amount fully sufficient to satisfy the Principal Account Deposit Requirement falling due on the Principal Account Deposit Date; provided, however, that on the last Principal Account Deposit Date and Final Maturity Date, the Issuer shall instead be required to deposit the difference between the amount then held in the Principal Account and the Principal Amount of the Certificates. On each Principal Account Deposit Date, the Paying Agent shall use the amount deposited by the Issuer in the Sinking Fund to purchase the Government Securities selected from the list provided by the Paying Agent by an Executive Officer of the Issuer or his designee. If no Government Securities are available or may be purchased on a Principal Account Deposit Date to satisfy the relevant Principal Account Deposit Requirement, the Paying Agent shall retain the amount deposited in the Sinking Fund as Cash until such Government Securities are available, at which time the Paying Agent shall comply with the terms of this paragraph.

It is further provided by the Issuer that the sum of all Cash and investments held in the Sinking Fund shall equal, as close as is reasonably possible, the Required Principal Account Value set forth below on the relevant Principal Account Deposit Date:

For purposes of determining compliance with the Required Principal Account Value, the “value” of any Cash or Government Security held in the Sinking Fund shall be determined as follows:

(b) For Government Securities - the par of such security plus accrued but unpaid interest on such security (unless such security is in default, in which case the security shall be deemed to have its fair market value, which shall be determined by the Paying Agent based on the bid price list quoted by the Federal Reserve Bank of New York for such security on the valuation date and printed in The Wall Street Journal or The New York Times, or, if such value is not published, based on a determination performed by a nationally recognized and accepted pricing service whose valuation method consists of the composite average of various bid price quotes on the valuation date). Notwithstanding the foregoing, the Issuer shall have the lesser of i) twenty-four months or ii) the length of time until maturity of the Certificates to replenish any deficiency in the Principal Account Value due to a default of any Government Securities held in the Sinking Fund.

It is expressly provided that (1) the Issuer shall endeavor to purchase State and Local Government Series securities unless a prevailing reason exists at the time of purchase to do otherwise, (2) the Issuer shall make all reasonable efforts to ensure that the yield on the Sinking Fund for purposes of the QSCB Code Provisions and QSCB Regulations does not exceed 4.27% (which equals the Permitted Sinking Fund Yield in effect on November 3, 2009, the date of the Issuer’s acceptance of the Commitment Letter), and (3) nothing contained herein shall prohibit the Paying Agent from acting through a designee to satisfy its obligations imposed pursuant to this Section.

All Cash and investments held in the Sinking Fund under the terms of this Resolution shall constitute secured funds for the benefit of the Owners of the Certificates, 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. Neither the Government Securities nor the principal or interest payments on any such Government Securities shall be withdrawn or used for any purpose other than the purchase of additional Government Securities or the payment of the Principal Amount of the Certificates at the Final Maturity Date. The Purchaser is hereby granted an express lien on all moneys deposited and Government Securities held in the Sinking Fund.

Subject to the provisions of this Section, all of the Cash in the Sinking Fund shall be invested in accordance with the provisions of the laws of the State of Louisiana unless required to be used pursuant to the terms of this Resolution within five (5) business days.

SECTION 10. Annual Financial Statements. While any portion of the Certificates is Outstanding, the Issuer shall make available to the Owner its annual audited financial statements no later than 180 days after the applicable fiscal year-end of the Issuer.

SECTION 11. Application of Proceeds. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution, to cause the Certificates to be prepared or printed, to issue, execute and seal the Certificates, and to effect delivery thereof as hereinafter provided. The proceeds derived from the sale of the Certificates shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the Qualified Purposes for which the Certificates are issued.

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

SECTION 13. Resolution a Contract. The provisions of this Resolution and the Commitment Letter shall constitute a contract between the Issuer, or its successor, and the Owners from time to time of the Certificates and any such Owner may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Governing Authority or the Issuer as a result of issuing the Certificates.

SECTION 14. Amendment to Resolution. 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 the Certificates.

SECTION 15. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Certificates herein authorized and having determined the same to be regular, the Certificates shall contain the following recital, to-wit:

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

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

SECTION 17. Notices to Owner. Wherever this Resolution provides for notice to the Owner of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Owner at the address of such Owner as it appears in the Certificate Register. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner 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 the Owner shall be filed with the Paying Agent and the Issuer, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 18. Cancellation of Certificates. Any Certificate surrendered for payment, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Certificate previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and any Certificate so delivered shall be promptly canceled by the Paying Agent. Any canceled Certificate held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION 19. Mutilated, Destroyed, Lost or Stolen Certificate. If (1) any mutilated Certificate is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Certificate, 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 Certificate has been acquired by a bona fide purchaser, the Issuer shall 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 Certificate, a new Certificate of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate 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 Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with any other Outstanding Certificate. Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to any mutilated, destroyed, lost or stolen Certificate. 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 any mutilated, destroyed, lost or stolen Certificate.

SECTION 20. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the Principal Amount of the Certificates, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities and funds pledged under this Resolution and all covenants, agreements and other obligations of the Issuer to the Owner shall thereupon cease, terminate and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

Portions of the Principal Amount 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 Final Maturity Date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended. Notwithstanding the foregoing, no defeasance of the Certificates shall be permitted without delivery to the Owners of the Certificates of an opinion of a nationally recognized bond counsel that such defeasance will not effect the ability of the Owners to claim the federal tax credits under Section 54A of the Code which such Owners would otherwise be permitted to claim.

SECTION 21. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of official proceedings of the Governing Authority giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to the Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 22. Covenants Relating to the QSCB Code Provision, QSCB Regulations and Other Matters. The Issuer hereby certifies that:

1) 100% of the available project proceeds, as defined in the Code, will be spent for Qualified Purposes;

2) 100% of the available project proceeds, as defined in the Code, will be spent at public school facilities within the jurisdiction of the School Board;

3) Within the six-month period beginning on the Date of Issuance, it will incur a binding commitment with a 3^rd party to spend at least 10% of such available project proceeds on Qualified Purposes;

4) Any reimbursement of proceeds of the Certificates for capital expenditures for Qualified Purposes incurred prior to the Date of Issuance of the Certificates will be undertaken strictly in accordance with 54A(d)(2)(D) of the Code;

5) All applicable State and local laws governing conflicts of interest have and will continue to be satisfied with respect to the Certificates;

6) The Issuer will redeem all nonqualified Certificates pursuant to Section 3(a) of this Resolution;

7) The Issuer will comply with the terms of the Davis-Bacon Act, to the extent required by the American Recovery and Reinvestment Act of 2009;

8) Subject to the Terms of the Louisiana Governmental Claims Act (Sections 13:5101, et seq., of the Louisiana Revised Statutes of 1950, as amended), the Issuer is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to (i) itself for claims arising ex contractu or (ii) the enforcement of its obligations under this Resolution or the Certificates; and

9) The Issuer will submit reports similar to those required under Section 149(e) of the Code.

SECTION 23. Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the provisions of Section 148 of the Internal Revenue Code of 1986 and any amendment thereto (the “Code”), as modified by the QSCB Code Provisions and QSCB Regulations, with respect to the proceeds of the Certificates.

SECTION 24. Disclosure Under SEC Rule 15c2-12(b). It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:

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

(b) the Certificates are being sold to not more than 35 financial institutions (i.e., no more than thirty-five persons) constituting an “Eligible Person,” pursuant to the Rules of the Securities and Exchange Commission which (i) have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Certificates and (ii) are not purchasing the Certificates for more than one account or with a view to distributing the Certificates.

SECTION 25. Default. Upon the occurrence and continuation of an Event of Default, the Owner may declare all amounts with respect to the Certificates and hereunder immediately due and payable, and pursue any and all remedies, including but not limited to an action for mandamus, that may exist at law or in equity pursuant to the law of the State at the time of such Event of Default.

Additionally, upon the occurrence and continuation of an Event of Default, the interest rate on the Certificates shall be increased to a per annum rate of interest equal to the sum of the Tax Credit Rate of 5.98%, the Coupon Rate of 1.0%, plus 3.0% per annum (the “Default Rate”); provided, however, the amount of interest payable by the Issuer shall be reduced by the amount of any tax credits, if any, which the Owner is entitled to receive during such period of default. The Paying Agent shall provide prompt notice to the Owner of any event or occurrence of which it or its employees are aware that is, or with the passage of time, may become an Event of Default.

SECTION 26. Publication. A copy of this Resolution shall be published immediately after its adoption in one (1) issue of 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 Certificates to be issued pursuant hereto and the provisions hereof securing the Certificates. After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Certificates or the provisions of this Resolution, and the Certificates shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

SECTION 27. Award of Certificates. All of the provisions of the Commitment Letter attached as Exhibit A hereto are incorporated herein by reference. It is intended by the Issuer and the Purchaser that the Commitment Letter and this Resolution together constitute a binding, written contract for the sale of the Certificates. The Certificates shall be delivered to said Purchaser upon the payment of the Principal Amount thereof.

SECTION 28. Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Certificates shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Certificates, but this Resolution and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provisions enacted after the date of this Resolution which validate or make legal any provision of the Resolution and/or the Certificates which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Certificates.

SECTION 29. 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.

(Other business not pertinent to the present excerpt may be found of record in the official minute book.)

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Calcasieu Parish School Board, on this, the 1^st day of December, 2009.

Sheila Kratzer, OPTIONS Coordinator, introduced the following, who then gave a presentation regarding their project to redecorate the nursery at New Life Baptist Church

Mr. Victorian recognized Dr. James Patton, Disproportionality Consultant for CPSB.

On a motion by Mr. Guidry and second by Mr. Andrepont, the Board adjourned into Executive Session at 5:10 p.m.; Regular Session resumed at 5:53 p.m.

A motion was made by Mr. Pitre and seconded by Mr. Burleigh to settle Case #2009-821, 14^th Judicial Court; the motion carried.

President Victorian asked for a motion regarding the 2010 Federal Relations Network travel request. Mr. Dellafosse made the motion to not approve the second out of state trip request, with a second by Mr. Bernard. Mr. Pitre and Mr. Prudhomme suggested that the motion be reworded as a positive, to approve the request. Mr. Bernard asked that his second be rescinded, whereupon Mr. Hardy made the second. Mr. Victorian asked that everyone understand that now the motion was to approve the request and on a vote:

Mr. Anderson asked for a motion to support the Personnel Packet, as listed. On a motion by Mr. Breaux and a second by Mr. Bernard, the motion carried.

Mr. Anderson asked for a motion to support the Personnel Packet, as listed in the Supplemental Agenda. On a motion by Mr. LaRocque and a second by Mrs. Duhon, the motion carried.

Mr. Anderson asked for a motion to approve the staff recommendation of Samuel Baynes as Temporary Assistant Principal at LaGrange High School. On a motion by Mr. Bernard and a second by Mrs. Ballard, the motion carried. Mr. Anderson stated that Mr. Thompson, Principal of LaGrange High School, and Mr. Fontenot, Principal of Forest K. White Middle School, would be in agreement regarding the exact day and time that Mr. Baynes would begin full time at LaGrange High School.

Temporary Assistant Principal at Forest K. White Middle School; on a motion to approve by Mr. Bernard and a second by Mr. Dellafosse, the motion carried.

Temporary Assistant Principal at DeQuincy Elementary School; on a motion to approve by Mr. Karr and a second by Mr. Breaux, the motion carried.

Head Football Coach at Iowa High School; on a motion to approve by Mr. Webb and a second by Mr. Andrepont, the motion carried.

Administrative Intern at DeQuincy Primary School; on a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

Administrative Intern at DeQuincy Elementary School; on a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

The Calcasieu Parish School Board Employee Benefits Committee met in the Board Room at 3310 Broad Street, Lake Charles, Louisiana, on Thursday, November 19, 2009, at 4:45 p.m. The meeting was called to order by Mr. Billy Breaux, Chairman. Mr. R.L. Webb gave the invocation, followed by Mr. Gabe Barkate leading the Pledge of Allegiance.

The roll was called, with a quorum being present. The following members were present: Billy Breaux, Chairman; R.L. Webb, Vice Chair; Bryan LaRocque, Mary Margaret David, Gabriel Barkate, Sue Hinchee, Suzanne Heath, Penny Haxthausen, Rufus Fruge, Steve Hardy, and Lannie Molo.

Mr. Billy Breaux called the meeting to order and introduced Kathy Sonnier, Account Executive , Blue Cross Blue Shield of Louisiana, who presented the CPSS group health insurance plan’s mid-year review. Ms. Sonnier presented a power point highlighting the plan’t claim review from May 2009 thru October 2009; how utilization of the plan has tracked during that time frame; and trend analysis. Ms. Sonnier noted that paid claims May 90-October 09 were 1.5 million higher than May 08-October 08 claims. The CPSS group health plan membership has increased by 200+ members over last year. The average net claim paid per member per month increased to $359.00 during the first six months of the current plan year. This was an increase in $21.16 per claim over last year.

Ms. Sonnier presented a financial claims analysis showing a 10% increase in professional claims and a 17.9 % increase in drug claims from last year to this year.

Finally, Ms. Sonnier explained that the CPSZB claims have increased 8.7% overall; RX utilization is being monitored closely, as costs are escalating at higher than average rate; and there were $1.5 M more in claims paid 2009 YTD vs. 2008 YTD. RX claims are about 30% of the overall claims costs, with continued growth in membership. The Blue Cross network has resulted in cost savings to the plan of 55.3% off billed services this year.

There being no further business, a motion to adjourn was made by Rufus Fruge, seconded by Mr. Steve Hardy and passed unanimously at 6:00 p.m.

Mrs. Ballard nominated Mr. Andrepont as President for 2010, with a second by Mrs. Duhon. Mr. Karr made a motion to cease the nominations, with a second by Mr. Webb. The motion carried to cease the nominations and the vote was unanimous for Mr. Andrepont as President.

Mr. Burleigh nominated Mr. Jongbloed as Vice President for 2010, with a second by Mr. Breaux. Mr. Bernard made a motion to cease the nominations, with a second by Mr. Karr. The motion carried to cease the nominations and the vote was unanimous for Mr. Jongbloed as Vice-President.

On a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

Additions and Renovations to DeQuincy Lower Elementary School/District 21 Bond Funds

On a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

Tires for the CPSB Transportation and Maintenance Departments/2009-2010 Fiscal Year

THE STAFF RECOMMENDS AWARDING THE BID MEETING ALL SPECIFICATIONS FROM SOUTHERN TIRE FOR THE TOTAL AMOUNT OF $145,775.00.

On a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

New Mulitpurpose Building and Classroom Pod at Maplewood Middle School/District 23 Bond Funds

On a motion to approve by Mr. Karr and a second by Mr. Burleigh, the motion carried.

THE STAFF RECOMMENDS AWARDING THE BID MEETING ALL SPECIFICATIONS FROM PERMA BOUND FOR THE TOTAL AMOUNT OF $329,554.46.

On a motion to approve by Mr. Duhon and second by Mr. Burleigh, the motion carried.

Beneficial Occupancy for the project, “Additions and Improvements at W.W. Lewis Middle School, Phase II,” District #30 Bond Funds; Bid #2009-04PC