(B) The Ohio bond bank is hereby created to provide low-cost | 36 |
financial assistance to qualified entities. The bank is a separate | 37 |
body corporate and politic, constituting an instrumentality of | 38 |
this state, but it is not a state agency. The bank is separate | 39 |
from this state in its corporate and sovereign capacity. All | 40 |
expenses incurred by the Ohio bond bank in carrying out its | 41 |
purpose are payable solely from revenues of the bank or funds | 42 |
appropriated to the bank, and nothing in sections 134.01 to 134.10 | 43 |
of the Revised Code shall be construed to authorize the bank to | 44 |
incur a liability on behalf of or payable by this state. | 45 |
(11) Perform any action necessary or convenient for the | 64 |
bank's day-to-day operations, such as buying, selling, leasing, | 65 |
holding, or using property; entering into contracts; employing or | 66 |
retaining attorneys, accountants, financial advisors, or other | 67 |
professionals and personnel; and procuring insurance; | 68 |
(3) Five residents of this state having substantial expertise | 79 |
in buying, selling, or trading public securities, in public | 80 |
administration, or in public facilities management, to be | 81 |
appointed by the governor. Appointed directors shall serve for a | 82 |
term of three years, may be reappointed for an unlimited number of | 83 |
terms, and shall hold office from the date of the appointment | 84 |
until the end of the term for which the director was appointed. An | 85 |
appointed director shall continue in office subsequent to the | 86 |
expiration date of the director's term until the director's | 87 |
successor takes office or until a period of sixty days has | 88 |
elapsed, whichever occurs first. A director appointed to fill a | 89 |
vacancy occurring before the expiration of the term for which the | 90 |
director's predecessor was appointed shall hold office for the | 91 |
remainder of the term. A vacancy in an unexpired term shall be | 92 |
filled in the same manner as the original appointment. The | 93 |
governor may remove an appointed director for malfeasance, | 94 |
misfeasance, or nonfeasance after a hearing in accordance with | 95 |
Chapter 119. of the Revised Code. | 96 |
(B) Directors shall serve without compensation but shall | 97 |
receive reimbursement for their reasonable and necessary expenses | 98 |
incurred in the conduct of the board's business. Directors shall | 99 |
file financial disclosure statements described in division (A) of | 100 |
section 102.02 of the Revised Code. Each director, and the chief | 101 |
executive officer appointed under section 134.031 of the Revised | 102 |
Code, shall execute a surety bond in an amount specified by the | 103 |
treasurer of state. Each surety bond shall be conditioned upon the | 104 |
faithful performance of the duties of the office of director and | 105 |
chief executive officer, respectively. In lieu of such surety | 106 |
bonds, the bank may execute a blanket surety bond covering each | 107 |
director, the chief executive officer, and any other officers or | 108 |
employees of the bank. The surety bonds shall be issued by a | 109 |
surety company authorized to transact business in this state. The | 110 |
cost of the surety bonds shall be paid by the bank. Neither a | 111 |
director nor a person executing bonds or notes issued under this | 112 |
article is personally liable on the bonds or notes. | 113 |
(C) A majority of all directors constitutes a quorum, and no | 114 |
action may be taken without the concurrence of a majority of the | 115 |
directors. The board of directors is a public body for the | 116 |
purposes of section 121.22 of the Revised Code. The minutes of the | 117 |
meeting prepared under that section shall state the name of each | 118 |
director who was physically present at the meeting, participated | 119 |
in the meeting remotely, or was absent. Records of the bank are | 120 |
public records for the purposes of section 149.43 of the Revised | 121 |
Code. | 122 |
(D) Each fiscal year, the bank's books and accounts shall be | 123 |
audited by a certified public accounting firm or the auditor of | 124 |
state, as selected by the bank. If the audit is to be conducted by | 125 |
a certified public accounting firm, the firm may not be selected | 126 |
without a review of the firm's proposal and approval of the firm | 127 |
by the auditor of state. The cost of the audit shall be considered | 128 |
an expense of the bank, and a copy of the audit shall be made | 129 |
available to the public. | 130 |
(E) Maintain all books, documents, and papers filed with the | 146 |
bank, the minutes of the board, and the bank's official seal. The | 147 |
chief executive officer may cause copies to be made of all minutes | 148 |
and other records and documents of the bank and may give | 149 |
certificates under seal of the bank to the effect that those | 150 |
copies are true copies, and all persons dealing with the bank may | 151 |
rely upon those certificates. | 152 |
Sec. 134.04. (A) Bonds or notes of the bank shall be | 156 |
authorized by resolution of the board. Upon the adoption of a | 157 |
resolution authorizing the issuance of bonds or notes, the bank | 158 |
may publish notice of the adoption once each week for two weeks in | 159 |
a newspaper of general circulation in the city of Columbus. If | 160 |
notice is published as provided in this section, any action or | 161 |
proceeding in any court to set aside the resolution authorizing | 162 |
the issuance of bonds or notes of the bank under this chapter or | 163 |
to obtain any relief upon the ground that the resolution is | 164 |
invalid must be filed within thirty days following the first | 165 |
publication of notice of the adoption of the resolution. After the | 166 |
expiration of this thirty-day period, no right of action shall be | 167 |
asserted nor shall the validity of the resolution or any of its | 168 |
provisions be open to question in any court or agency upon any | 169 |
grounds. | 170 |
(B) Bonds and notes of the bank are negotiable instruments | 171 |
and securities under Chapters 1303. and 1308. of the Revised Code. | 172 |
A bond or note of the bank is not a debt, liability, loan of the | 173 |
credit, or pledge of the faith and credit of this state or of any | 174 |
qualified entity. Each bond or note shall state on its face that | 175 |
the bank is obligated to pay principal and interest, and | 176 |
redemption premiums if any, and that the faith, credit, and taxing | 177 |
power of this state are not pledged to the payment of the bond or | 178 |
note. The bank may issue its bonds or notes in principal amounts | 179 |
that it considers necessary to provide funds for its purpose | 180 |
unless otherwise limited by act of the general assembly. | 181 |
Unless otherwise specified by the board, every issue of bonds | 182 |
or notes is a general obligation of the bank payable out of the | 183 |
revenue or funds of the bank, subject only to agreements with the | 184 |
holders of a particular series of bonds or notes pledging a | 185 |
particular revenue or fund. Bonds or notes may be additionally | 186 |
secured by a pledge of a grant or contributions from the United | 187 |
States, a qualified entity, or a person or a pledge of income or | 188 |
revenues, funds, or money of the bank from any source. | 189 |
The rate or rates of interest on the bonds or notes may be | 190 |
fixed or variable. Variable rates shall be determined in the | 191 |
manner and in accordance with the procedures set forth in the | 192 |
resolution authorizing the issuance of the bonds or notes. Bonds | 193 |
or notes bearing a variable rate of interest may be converted to | 194 |
bonds or notes bearing a fixed rate or rates of interest, and | 195 |
bonds or notes bearing a fixed rate or rates of interest may be | 196 |
converted to bonds or notes bearing a variable rate of interest, | 197 |
to the extent and in the manner set forth in the resolution | 198 |
pursuant to which the bonds or notes are issued. Interest on bonds | 199 |
or notes may be payable at any interval and may be compounded, as | 200 |
specified in the resolution. At the option of the holders, the | 201 |
bonds or notes may be made subject to mandatory redemption by the | 202 |
bank at the times and under the circumstances set forth in the | 203 |
resolution. | 204 |
(C) Bonds or notes issued under this chapter may be secured | 205 |
by a trust agreement by and between the board and a corporate | 206 |
trustee, which may be any trust company or bank having the powers | 207 |
of a trust company. The trust agreement or the resolution | 208 |
providing for the issuance of the bonds or notes may contain | 209 |
provisions for protecting and enforcing the rights and remedies of | 210 |
the holders of any such bonds or notes as may be reasonable and | 211 |
proper and not in violation of law. The trust agreement or | 212 |
resolution may set forth the rights and remedies of the holders of | 213 |
any bonds or notes and of the trustee and may restrict the | 214 |
individual right of action by the holders. The trust agreement or | 215 |
resolution may contain such other provisions as the board may | 216 |
consider reasonable and proper for the security of the holders of | 217 |
any bonds or notes. All expenses incurred in carrying out the | 218 |
provisions of the trust agreement or resolution may be paid from | 219 |
revenues or assets pledged or assigned to the payment of the | 220 |
principal of and the interest on bonds and notes or from any other | 221 |
funds available to the board. | 222 |
(D) Unless a judicial action or proceeding challenging the | 223 |
validity of the bonds or notes is commenced by personal service on | 224 |
the chief executive officer before the initial delivery of the | 225 |
bonds or notes, the proceedings relating to them are incontestable | 226 |
and shall be conclusively considered to be and to have been | 227 |
issued, secured, entered into, payable, sold, executed, and | 228 |
delivered, and the proceedings relating to them taken, in | 229 |
conformity with all legal requirements if all of the following | 230 |
apply: | 231 |
(4) The transcript of the proceedings of the board contains a | 238 |
statement by the chief executive officer that all the proceedings | 239 |
were held in compliance with law, which statement creates a | 240 |
conclusive presumption that the proceedings were held in | 241 |
compliance with all laws, including, as applicable, section 121.22 | 242 |
of the Revised Code, and rules. | 243 |
Sec. 134.041. (A) Bonds or notes of the bank may be sold by | 244 |
competitive bid or private sale at a price determined by the | 245 |
board. If bonds or notes of the bank are to be sold by competitive | 246 |
bid on the best bid, the bank shall advertise for bids in a | 247 |
newspaper of general circulation in Franklin county, in the manner | 248 |
and at the time or times determined by the board. Any | 249 |
advertisement for competitive bids shall state all of the | 250 |
following pertaining to the bonds or notes: | 251 |
(B) A prospective bidder may present a bid for the bonds or | 274 |
notes based upon their bearing interest that does not exceed the | 275 |
maximum rate or rates of interest, if any, specified in the | 276 |
advertisement or request. In connection with its bid, every bidder | 277 |
shall submit or otherwise provide or evidence any bid security in | 278 |
the form and amount specified in the advertisement or request. Any | 279 |
bid security of the best bidder shall be retained or not released | 280 |
pending delivery of the bonds or notes to the best bidder. After | 281 |
the award of the bonds or notes to the best bidder, the board | 282 |
shall return or release any bid security of other bidders. | 283 |
The bank may purchase bonds or notes of the bank out of its | 290 |
funds or money available for the purchase of its own bonds and | 291 |
notes. The bank may hold, cancel, or resell the bonds or notes | 292 |
subject to, and in accordance with, agreements with holders of its | 293 |
bonds or notes. Unless canceled, bonds or notes so held shall be | 294 |
considered to be held for resale or transfer and the obligation | 295 |
evidenced by the bonds or notes shall not be considered to be | 296 |
extinguished. | 297 |
A pledge of revenues or other money made by the bank is | 298 |
binding from the time the pledge is made. Revenues or other money | 299 |
so pledged and thereafter received by the bank are immediately | 300 |
subject to the lien of the pledge without any further act, and the | 301 |
lien of a pledge is binding against all parties having claims of | 302 |
any kind in tort, contract, or otherwise against the bank, | 303 |
regardless of whether the parties have notice of the lien. Neither | 304 |
the resolution authorizing the pledge, nor any other instrument by | 305 |
which a pledge is created, needs to be filed or recorded except in | 306 |
the records of the bank. | 307 |
Sec. 134.05. (A) If the bank defaults in the payment of | 308 |
principal or interest on an issue of bonds or notes, whether at | 309 |
maturity or upon call for redemption, and the default continues | 310 |
for thirty days, or the bank defaults in an agreement made with | 311 |
the holders of an issue of bonds or notes, and there is no trustee | 312 |
under a trust agreement, the holders of twenty-five per cent in | 313 |
the aggregate principal amount of the outstanding bonds or notes | 314 |
of that issue, by instrument filed in the office of the county | 315 |
recorder of Franklin county and executed in the same manner as a | 316 |
deed to be recorded, may appoint a trustee to represent the | 317 |
holders of those bonds or notes. The trustee shall, in the | 318 |
trustee's name, upon written request of the holders of twenty-five | 319 |
per cent in principal amount of the outstanding bonds or notes, do | 320 |
all of the following: | 321 |
(5) Declare all the bonds or notes due and payable, and if | 337 |
all defaults are made good, then with the consent of the holders | 338 |
of twenty-five per cent of the principal amount of the outstanding | 339 |
bonds or notes annul the declaration and its consequences. Before | 340 |
declaring the principal of bonds or notes due and payable, the | 341 |
trustee must first give not less than thirty days notice in | 342 |
writing to the chairperson of the board and the attorney general. | 343 |
Sec. 134.06. (A) A qualified entity may sell its securities | 349 |
to the bank at a negotiated, private sale, without limitation as | 350 |
to denomination, at such price or prices as may be determined by | 351 |
the bank and the qualified entity. Contracts shall contain the | 352 |
terms and conditions of the loan or purchase and may be in any | 353 |
form agreed to by the bank and the qualified entity, including a | 354 |
customary form of bond ordinance or resolution. Every qualified | 355 |
entity is authorized and empowered to pay fees and charges | 356 |
required to be paid to the bank for its services. | 357 |
(C) All securities at any time purchased, held, or owned by | 364 |
the bank shall at all times be purchased and held in the name of | 365 |
the bank. All securities at any time purchased by the bank, upon | 366 |
delivery to the bank, shall, unless waived by the board, be | 367 |
accompanied by all documentation required by the board that shall | 368 |
include an approving opinion of recognized bond counsel, | 369 |
certification and guarantee of signatures, and certification as to | 370 |
no litigation pending as of the date of delivery of the securities | 371 |
challenging the validity or issuance of such securities. | 372 |
If a department or agency of this state is the custodian of | 379 |
money payable to the qualified entity under chapter 3306. or | 380 |
sections 321.24, 323.156, 4503.068, 5727.85, 5727.86, 5747.46 to | 381 |
5747.48, 5747.50 to 5747.53, or 5751.20 to 5751.22 of the Revised | 382 |
Code, at any time the department or agency shall withhold the | 383 |
payment of that money from that qualified entity and pay the money | 384 |
to the bank for the purpose of paying principal of and interest on | 385 |
bonds of the bank after written notice to the department or agency | 386 |
head from the bank that the qualified entity is in default on the | 387 |
payment of principal or interest on the securities of the | 388 |
qualified entity then held or owned by or arising from an | 389 |
agreement with the bank. Withholding payment from the qualified | 390 |
entity and payment to the bank under this division may be done | 391 |
only if doing so would not adversely affect the validity of the | 392 |
security in default. | 393 |
(B) A qualified entity that has complied with all statutory | 394 |
requirements for the issuance of its bonds, in lieu of issuing | 395 |
bonds at that time and without the need for complying with any | 396 |
other law applicable to the issuance of bonds, notes, or other | 397 |
evidences of indebtedness, may issue its notes in anticipation of | 398 |
the issuance of bonds to the bank, and the bank may purchase the | 399 |
bond anticipation notes. The bond anticipation notes may be issued | 400 |
on terms set forth in a resolution authorizing their issuance and | 401 |
in any amount equal to or less than the amount of bonds authorized | 402 |
to be issued. The qualified entity may renew or extend the bond | 403 |
anticipation notes from time to time on terms agreed to with the | 404 |
bank, and the bank may purchase the renewals or extensions. The | 405 |
amount of the accrued interest on the date of renewal or extension | 406 |
may be paid or added to the principal amount of the note being | 407 |
renewed or extended. The bond anticipation notes of the qualified | 408 |
entity, including any renewals or extensions, must mature in the | 409 |
amounts and at the times agreed to by the qualified entity and the | 410 |
bank, not to exceed five years from the date of the original | 411 |
issuance of the bond anticipation notes. The bond anticipation | 412 |
notes must be finally paid, and interest on the bond anticipation | 413 |
notes may be finally paid, with the proceeds of the bonds issued | 414 |
by the qualified entity. In connection with the issuance of bonds, | 415 |
part or all of the proceeds of which will be used to retire the | 416 |
bond anticipation notes, it is not necessary for the qualified | 417 |
entity to repeat the procedures for the issuance of bonds, as the | 418 |
procedures followed before the issuance of the bond anticipation | 419 |
notes are for all purposes sufficient to authorize the issuance of | 420 |
the bonds. | 421 |
(C) In connection with the purchase of bond anticipation | 422 |
notes, the bank, by agreement with the qualified entity, may | 423 |
impose any terms, conditions, and limitations as in its opinion | 424 |
are proper for the security of the bank and the holders of its | 425 |
bonds or notes. If the qualified entity fails to comply with the | 426 |
agreement or to issue its bonds to retire its bond anticipation | 427 |
notes, the bank may enforce all rights and remedies provided in | 428 |
the agreement or at law, including an action in mandamus to compel | 429 |
the issuance of bonds by the qualified entity. | 430 |
(B) The treasurer of the state, as chairperson of the board, | 448 |
is authorized to receive from the United States of America or any | 449 |
department or agency thereof any amount of money as and when | 450 |
appropriated, allocated, granted, turned over, or in any way | 451 |
provided for the purposes of the bank or this chapter, and, unless | 452 |
otherwise directed by the federal authority, shall be credited to | 453 |
and deposited in the bank's operating fund. | 454 |
Sec. 134.10. (A) A financial institution may give to the | 455 |
bank a good and sufficient undertaking with such sureties as are | 456 |
approved by the bank to the effect that the financial institution | 457 |
shall faithfully keep and pay over to the order of or upon the | 458 |
warrant of the bank or its authorized agent all those funds | 459 |
deposited with it by the bank and agreed interest under or by | 460 |
reason of this chapter, at such times or upon such demands as may | 461 |
be agreed with the bank. In lieu of such sureties, a financial | 462 |
institution may deposit with the bank, its authorized agent, or a | 463 |
trustee for the holders of bonds, as collateral, those securities | 464 |
as the board may approve. The deposits of the bank may be | 465 |
evidenced by an agreement in the form and upon the terms and | 466 |
conditions that may be agreed upon by the bank and the financial | 467 |
institution. | 468 |
(B) The board may enter into agreements or contracts with a | 469 |
financial institution as may be necessary, desirable, or | 470 |
convenient in the opinion of the board for rendering services in | 471 |
connection with the care, custody, or safekeeping of securities or | 472 |
other investments held or owned by the bank, for rendering | 473 |
services in connection with the payment or collection of amounts | 474 |
payable as to principal or interest, and for rendering services in | 475 |
connection with the delivery to the bank of securities or other | 476 |
investments purchased by it or sold by it, and to pay the cost of | 477 |
those services. The board may also, in connection with any of the | 478 |
services to be rendered by a financial institution as to the | 479 |
custody and safekeeping of its securities or investments, require | 480 |
security in the form of collateral bonds, surety agreements, or | 481 |
security agreements in such form and amount as, in the opinion of | 482 |
the board, is necessary or desirable. | 483 |
(1) Lawful investments for banks, savings and loan | 485 |
associations, credit union share guaranty corporations, trust | 486 |
companies, trustees, fiduciaries, insurance companies, including | 487 |
domestic for life and domestic not for life, trustees or other | 488 |
officers having charge of sinking and bond retirement or other | 489 |
funds of the state, subdivisions, and taxing districts, the | 490 |
commissioners of the sinking fund of the state, the administrator | 491 |
of workers' compensation, the state teachers, public employees, | 492 |
and school employees retirement systems, and the Ohio police and | 493 |
fire pension fund, notwithstanding any other provisions of the | 494 |
Revised Code or rules adopted pursuant to those provisions by any | 495 |
agency of this state with respect to investments by them; | 496 |
Section 2. Appointments to the board of directors created in | 499 |
section 134.03 of the Revised Code, as enacted by this act, shall | 500 |
be made not later than thirty days after the effective date of | 501 |
this act. Notwithstanding that section, of the first three | 502 |
directors appointed, one shall serve a term of one year, and two | 503 |
shall serve a term of two years. The board shall elect a vice | 504 |
chairperson and appoint and establish the duties and compensation | 505 |
of a chief executive officer under section 134.031 of the Revised | 506 |
Code within sixty days after the effective date of this act. | 507 |