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HomeMy WebLinkAbout03-09-09 TC Agenda packetThe Regular Meeting of the Town of Westlake Town Council will begin immediately following the conclusion of either the Town Council Workshop or the Board of Trustees meeting, but not prior to the 7:00 p.m. posted start time. TOWN OF WESTLAKE, TEXAS Mission Statement On behalf of the citizens, the mission of the Town of Westlake is to be a one-of-a-kind community that blends our rural atmosphere with our rich culture and urban location. Westlake, Texas – A Premier Knowledge Based Community TOWN COUNCIL REGULAR MEETING A G E N D A MARCH 9, 2009 WESTLAKE TOWN HALL 3 VILLAGE CIRCLE MUNICIPAL COURT ROOM, SUITE 207 7:00 p.m. 1. CALL TO ORDER. 2. CITIZEN PRESENTATIONS: This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council cannot by law take action nor have any discussion or deliberations on any presentation made to the Council at this time concerning an item not listed on the agenda. The Council will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. 3. CONSENT AGENDA: All items listed below are considered routine by the Town Council and will be enacted with one motion. There will be no separate discussion of items unless a Council Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. Town of Westlake Town Council Page 2 of 3 Regular Meeting Agenda March 9, 2009 a. Review and approve minutes of the Town Council Regular meeting and Workshop held on February 23, 2009. 4. PRESENTATION AND DISCUSSION OF VARIOUS ‘GREEN’ INITIATIVES. 5. CONSIDER A RESOLUTION AUTHORIZING AND RATIFYING ACTION TAKEN BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY AND THE TEXAS STUDENT HOUSING CORPORATION – DENTON PROJECT AMENDING THE BYLAWS OF THE TEXAS STUDENT HOUSING AUTHORITY AND THE TEXAS STUDENT HOUSING CORPORATION – DENTON PROJECT AS AMENDED AND RESTATED. 6. CONSIDER AN ORDINANCE CALLING AND ORDERING A LOCAL OPTION ELECTION TO BE HELD MAY 9, 2009 FOR THE PURPOSE OF DETERMINING WHETHER TO ALLOW 1) THE LEGAL SALE OF MIXED BEVERAGES IN RESTAURANTS BY FOOD AND BEVERAGE CERTIFICATE HOLDERS ONLY; AND 2) THE LEGAL SALE OF ALL ALCOHOLIC BEVERAGES FOR OFF-PREMISE CONSUMPTION ONLY. 7. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item’s relationship to the Council’s strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. - NONE 8. COUNCIL CALENDAR. - Candidate Filing Period for Town Council o February 7 through March 9, 2009, 5 p.m. - General Election Day o May 9, 2009 - Decoration Day o Monday, May 25,2009, I.O.O.F. Cemetery 9. ADJOURNMENT. Town of Westlake Town Council Page 3 of 3 Regular Meeting Agenda March 9, 2009 ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER SECTIONS 551.071 THROUGH 551.076 AND SECTION 551.087 OF THE TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted at the Town Hall of the Town of Westlake, 3 Village Circle, by Friday, March 6, 2009, by 5 p.m. under the Open Meetings Act, Chapter 551 of the Texas Government Code. _____________________________________ Kim Sutter, TRMC, Town Secretary If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary 48 hours in advance at 817-490-5710 and reasonable accommodations will be made to assist you.      Town of  Westlake  Item # 2 – Citizens’  Presentations  This is an opportunity for citizens to address the Council on any matter whether or not it is posted on the agenda. The Council cannot by law take action nor have any discussion or deliberations on any presentation made to the Council at this time concerning an item not listed on the agenda. The Council will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL WORKSHOP February 23, 2009 PRESENT: Mayor Laura Wheat and Council Members Tim Brittan, Larry Corson, Carol Langdon, Don Redding and Rebecca Rollins (arrived at 4:29 p.m.) ABSENT: None. OTHERS PRESENT: Town Manager Thomas Brymer, Town Attorney Stan Lowry, Town Secretary Kim Sutter, DPS Director Don Wilson, Finance Director Debbie Piper, Facilities and Recreation Director Troy Meyer, Court Administrator Amanda DeGan, Director of Administrative Services Todd Wood, and Planning and Development Director Eddie Edwards. 1. CALL TO ORDER. Mayor Wheat called the workshop to order at 4:20 p.m. 2. PRESENTATION AND DISCUSSION OF DRAFT MUNICIPAL STRATEGIC PLAN. Town Manager Brymer addressed the Council regarding the item and presented a PowerPoint presentation outlining the process to date. Mr. Brymer reviewed the key result areas and the associated outcome strategies tied to each of the Vision Points as established by the Council. Mr. Brymer received comments and addressed questions from the Council regarding the presentation. Court Administrator Amanda DeGan was present as well as the remainder of the Town staff to address questions from the Council regarding the plan. Board discussion ensued regarding the plan, specifically with regard to funding the projects outlined in the plan, timeline of the projects, and frequency of revisiting and reevaluating the plan. Town of Westlake Town Council Page 2 of 3 Workshop Minutes February 23, 2009 Council Member Corson suggested the plan be presented to the Council for discussion following the results of the Direction Finder survey. Town Manager Brymer recognized Court Administrator Amanda DeGan for her efforts in preparing the plan as well as the Town staff. 3. PRESENTATION AND DISCUSSION OF A STATUS REPORT ON CONSTRUCTION OF THE ARTS AND SCIENCES CENTER. Facilities and Recreation Director Meyer addressed the Council regarding the item. Mr. Meyer presented a PowerPoint presentation, which included an aerial shot of the construction area, a floor plan, and exterior elevation of the building. Additionally, Mr. Meyer presented and reviewed the interior finishes and furnishings proposed for the structure. Mr. Meyer reviewed the budget for the project. Mr Meyer stated that expenditures to date total $1.2 million, and the project is running approximately three and one half weeks behind schedule due to issues related to the chemical resistant plumbing. However, Mr. Meyer stated that the project will be completed by August 2009. Following the presentation, Mr. Meyer addressed questions from the Council. 4. DISCUSSION OF THE TOWN OF WESTLAKE AND WESTLAKE ACADEMY FY 2009-2010 BUDGET CALENDAR. Town Manager Brymer introduced the item and stated that staff would like to utilize a budget calendar, which would outline the budget preparation and adoption process. Mr. Brymer added that the calendar applies to the Academy and the Town. Council Member Rollins asked if a ‘dashboard’ quarterly financial report could also be presented for the school. Finance Director Piper replied that the she would need to evaluate, but felt that a similar report could be prepared for the Academy budget. 5. DISCUSSION OF THE QUARTERLY FINANCIAL REPORTS FOR THE QUARTER ENDED DECEMBER 31, 2008. Finance Director Piper presented the item to the Council, and reviewed the quarterly financial reports with the Council. Ms. Piper responded to questions from the Council regarding the report. Town of Westlake Town Council Page 3 of 3 Workshop Minutes February 23, 2009 6. EXECUTIVE SESSION. Mayor Wheat recessed the workshop to discuss the following item in executive session at 6:45 p.m. A. Pursuant to Section 551.074(a)(1) of the Texas Government Code to deliberate the evaluation and duties of public officers: The Town Manager Mayor Wheat convened the executive session at 6:50 p.m. The executive session adjourned at 8:03 p.m. 7. RECONVENE MEETING. Mayor Wheat reconvened the workshop at 8:06 p.m. 8. FUTURE AGENDA ITEMS. There were no items submitted for consideration. 9. ADJOURNMENT. There being no further business, Mayor Wheat adjourned the workshop at 8:07 p.m. APPROVED BY THE TOWN COUNCIL ON MARCH 9, 2009. ___________________________________ Laura Wheat, Mayor ATTEST: _______________________________ Kim Sutter, TRMC, Town Secretary MINUTES OF THE TOWN OF WESTLAKE, TEXAS TOWN COUNCIL REGULAR MEETING February 23, 2009 PRESENT: Mayor Laura Wheat and Council Members Tim Brittan, Larry Corson, Carol Langdon, Don Redding, and Rebecca Rollins. ABSENT: None. OTHERS PRESENT: Town Manager Thomas Brymer, Town Attorney Stan Lowry, Town Secretary Kim Sutter, DPS Director Don Wilson, Assistant to the Town Manager Ginger Awtry, Finance Director Debbie Piper, Public Works Superintendent Jarrod Greenwood, Director of Administrative Services Todd Wood, and Facilities and Recreation Director Troy Meyer. 1. CALL TO ORDER. Mayor Wheat called the meeting to order at 8:07 p.m. 2. PLEDGE OF ALLEGIANCE. Mayor Wheat led the pledge of allegiance to the United States and Texas flags. 3. CITIZEN PRESENTATIONS. There was no one present wishing to address the Council. 4. CONSENT AGENDA. Mayor Wheat introduced the items and asked for a motion: a. Review and approve minutes of the Town Council Regular meeting and Workshop held on February 9, 2009. b. Resolution No. 09-07 - Consider a Resolution approving the payment of Graham Associates, Inc. invoice for engineering services related to the FM 1938 project. Town of Westlake Town Council Page 2 of 4 Regular Meeting Minutes February 23, 2009 c. Resolution No. 09-08 - Consider a Resolution adopting an identity theft policy in accordance with an amendment to the Fair and Accurate Credit Transaction Act of 2003. MOTION: Council Member Corson made a motion to approve the consent agenda as presented. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. 5. HEAR THE YEARLY SERVICE AND ACTIVITY REPORT FOR POLICE SERVICES BY CHIEF MARK HAFNER OF THE KELLER POLICE DEPARTMENT. Keller Police Chief Mark Hafner presented the police services yearly activity report to the Council, which included the following information: - Over 10,000 vehicle stops - 349 arrests for criminal violations - 8,014 traffic citations - 45 intoxicated drivers - 85 animal control calls - Investigated 208 motor vehicle collisions with no fatalities Chief Hafner advised that the overall calls for service, including citizen and officer initiated, were up by 5% over the previous year, and the average cost per call for service is $41.00. Council Member Corson asked if the number of motor vehicle stops for the year was considered a high percentage. Chief Hafner responded that compared to the City Keller’s 32,000 vehicle stops he feels that 10,000 is a high percentage. 6. CONSIDER A RESOLUTION ACCEPTING THE RACIAL PROFILING REPORT AS PREPARED BY THE CITY OF KELLER POLICE DEPARTMENT Keller Police Chief Mark Hafner presented the report to the Council, and advised that no significant over representation of issuing citations to any particular race is readily apparent. MOTION: Mayor Pro Tem Redding made a motion to approve Resolution No. 09- 09, accepting the racial profiling report as prepared by the City of Keller Police Department. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. 7. FUTURE AGENDA ITEMS. No items were submitted for consideration. Town of Westlake Town Council Page 3 of 4 Regular Meeting Minutes February 23, 2009 8. COUNCIL CALENDAR. Mayor Wheat reviewed the Council calendar. - Candidate Filing Period for Town Council o February 7 through March 9, 2009, 5 p.m. - Texas Student Housing Authority Meeting o Tues., February 24, 2009, 5:30 p.m. - General Election Day o May 9, 2009 - Decoration Day o Monday, May 25,2009, I.O.O.F. Cemetery 9. EXECUTIVE SESSION. Mayor Wheat recessed the meeting to discuss the following items in executive session at 8:18 p.m. A. Pursuant to Section 551.074(a)(1) of the Texas Government Code to deliberate the evaluation and duties of public officers: The Town Manager Mayor Wheat convened the executive session at 8:23 p.m. The executive session adjourned at 10:30 p.m. 10. RECONVENE MEETING. Mayor Wheat reconvened the meeting at 10:31 p.m. 11. TAKE ANY NECESSARY ACTION FROM EXECUTIVE SESSION, IF NECESSARY. MOTION: Council Member Corson made a motion to amend the Town Manager’s contract effective March 1, 2009, as follows: 1) increase deferred compensation contribution by $5,000, and 2) increase the monthly car allowance by $300. Mayor Pro Tem Redding seconded the motion. The motion carried by a vote of 5-0. 12. ADJOURNMENT. There being no further business before the Council, Mayor Wheat asked for a motion to adjourn the meeting. MOTION: Council Member Brittan made a motion to adjourn the meeting. Council Member Langdon seconded the motion. The motion carried by a vote of 5-0. Mayor Wheat adjourned the meeting at 10:33 p.m. Town of Westlake Town Council Page 4 of 4 Regular Meeting Minutes February 23, 2009 APPROVED BY THE TOWN COUNCIL ON MARCH 9, 2009. __________________________________________ Laura Wheat, Mayor ATTEST: _________________________________ Kim Sutter, TRMC, Town Secretary Town of Westlake Memo To: Honorable Mayor and Members of the Town Council From: Tom Brymer, Town Manager Subject: Regular Meeting of March 9, 2009 Date: March 1, 2009 ITEM Presentation and Discussion of Various ‘Green’ Initiatives. VISION POINT AND KEY RESULT AREAS This item supports the following Vision Point and Key Result Areas: ; We are Leaders o Producing well educated future leaders and thinkers o Environmental stewardship initiatives BACKGROUND Taking a proactive leadership role in ‘green’ environmental initiatives was discussed as a strategic priority at its strategic planning retreat last June and is contained in the draft strategic plan recently presented to Council. Mike Conduff of The Elim Group will present ideas and approaches that have been utilized in cities interested in pursuing green initiatives. Students from Westlake Academy will also present ideas on various green initiatives. FUNDING: N/A RECOMMENDATION: N/A ATTACHMENTS: N/A Town of Westlake Memo To: Honorable Mayor and Members of the Town Council From: Kim Sutter, Town Secretary Subject: Regular Meeting of March 9, 2009 Date: February 25, 2009 ITEM Consider a Resolution authorizing and ratifying action taken by the Board of Directors of the Texas Student Housing Authority and the Texas Student Housing Corporation – Denton Project amending the bylaws of the Texas Student Housing Authority and the Texas Student Housing Corporation – Denton project as amended and restated. VISION POINT AND KEY RESULT AREAS This item supports the following Vision Point and Key Result Areas: ; We are Leaders o Premier educational facilities and programs BACKGROUND As a result of the San Marcos property sale and specifically the execution of the documents, it was brought to the attention of the Board that the amended bylaws were in conflict with Section 53.15 of the Higher Education Act. By way of background, the initial Bylaws were drafted and adopted in accordance with the Act. However, in 2004, the Board amended the Bylaws to change the title of President to Chairman and the Executive Director title to President (a paid position held at the time by Henry Smyth). Section 53.15 of the Higher Education Act states that the president is a voting member of the Board. The 2004 change to the Bylaws changed the president position from a voting Board member to a paid position with non-voting rights. Additionally, the Act allows the Board to employ a manager or executive director, not a president. For your information, below is an excerpt of Section 53.15 of the Act: Sec. 53.15. ORGANIZATION OF BOARD; QUORUM; EMPLOYEES; COUNSEL. (a) The board shall elect from among its members a president and vice president, and shall elect a secretary and a treasurer who may or may not be directors, and may elect other officers as authorized by the authority's bylaws. The offices of secretary and treasurer may be combined. (b) The president has the same right to vote on all matters as other members of the board. (c) A majority constitutes a quorum, and when a quorum is present action may be taken by a majority vote of directors present. (d) The board may employ a manager or executive director of the facilities and other employees, experts, and agents as it sees fit. It may delegate to the manager the power to employ and discharge employees. (e) The board may employ legal counsel. As recommended by Mr. Allen Moon, the Board of Directors amended the Bylaws to comply with the Act at their January 20, 2009, meeting. The following changes were made to the Bylaws: - Title of Chairman changed to President - Title of President changed to Executive Director The Board also voted to amend Section 3.9. (Executive Director) to state that the Executive Director shall be appointed by the Board on terms agreed to by the Board. Previously, the authority to hire an executive director and negotiate the terms of the contract were given to the Chairman. Additionally, all references to the Board of Aldermen were changed to reflect the recent name change of the Board of Aldermen to Town Council. In accordance with the Bylaws, amendments to the Bylaws must be approved by the TSHA Board of Directors AND the Town Council. Included as exhibits to the Resolution, are redline versions of the amended and restated Bylaws for the Texas Student Housing Authority and the Texas Student Housing Corporation – Denton Project. FUNDING No impact. RECOMMENDATION The Council adopt the Resolution approving the amended and restated Bylaws for the Texas Student Housing Authority and the Texas Student Housing Corporation – Denton Project. ATTACHMENTS: Resolution 09-10 Exhibit A to Resolution TSHA Amended and Restated Bylaws Exhibit B to Resolution TSHC – Denton Project Amended and Restated Bylaws. TOWN OF WESTLAKE RESOLUTION NO. 09-10 AUTHORIZING AND RATIFYING ACTION TAKEN BY THE TEXAS STUDENT HOUSING AUTHORITY BOARD OF DIRECTORS AMENDING THE BYLAWS OF THE TEXAS STUDENT HOUSING AUTHORITY AND THE TEXAS STUDENT HOUSING CORPORATION – DENTON PROJECT AS AMENDED AND RESTATED. WHEREAS, the Texas Student Housing Authority has been created by the Town of Westlake pursuant to Chapter 53 of the Education Code, the Higher Education Authority Act, as amended, to act on behalf of the Town as its duly constituted authority and instrumentality, within the meaning of the Internal Revenue Code of 1986, as amended for the purpose of aiding institutions of higher education, accredited primary or secondary schools, or authorized charter schools, as those terms are defined in the Higher Education Authority Act, in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith; and WHEREAS, on behalf of the Town, the Town Council hereby approves the bylaws of the Texas Student Housing Authority as amended and restated as shown in Exhibit A; and WHEREAS, on behalf of the Town, the Town Council hereby approves the bylaws of the Texas Student Housing Corporation – Denton Project as amended as shown in Exhibit B; and WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Government Code, Chapter 551. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The above findings are hereby found to be true and correct and are incorporated herein in the entirety. SECTION 2. The Town Council of the Town of Westlake, Texas, hereby finds and determines that it is in the best interest of the Town and its inhabitants and the Texas Student Housing Authority that the Bylaws of the Texas Student Housing Authority be amended and restated. SECTION 3. The Town Council of the Town of Westlake, Texas, hereby finds and determines that it is in the best interest of the Town and its inhabitants and the Texas Student Housing Authority that the Bylaws of the Texas Student Housing Corporation – Denton Project be amended and restated. SECTION 4. The Town Council hereby approves the Bylaws in substantially the form attached hereto as Exhibit A and Exhibit B. SECTION 5. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 9 DAY OF MARCH 2009. ATTEST: __________________________________ Laura Wheat, Mayor _____________________________________ __________________________________ Kim Sutter, TRMC, Town Secretary Thomas Brymer, Town Manager APPROVED AS TO FORM: _____________________________________ L. Stanton Lowry, Town Attorney TSHA.BYLAWS – Page 1 TAM.v1.4/20/2004January 2009 AMENDED AND RESTATED BYLAWS of TEXAS STUDENT HOUSING AUTHORITY ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Authority. The Texas Student Housing Authority (the “Authority”) shall have all of the powers and authority granted to “Higher Education Authorities” created under Section 53.11, Texas Education Code, as amended (the “Act”). The Authority shall be managed by the Board of Directors (the “Board of Directors”) in accordance with the Act. SECTION 1.2. Supervision by Board of Aldermen.the Town Council. As the instrumentality of the Town of Westlake (the “Town”), the Authority and its policies are subject to supervision by the Town’s Board of Aldermen (the “Board of Aldermen.”)Town Council(the Council) SECTION 1.3. Student Assistance Program. (a) The Authority shall establish a program (the “Student Assistance Program”) to provide assistance to students attending institution(s) of higher education whose principal campus is located in the State of Texas. (b) Students qualifying for assistance shall be referred to as “Recipients,” who in order to qualify must: (i) be a graduate of a high school located in the State of Texas, (ii) attend an institution of higher education whose principal campus is located in the State of Texas, and (iii) meet the requirements promulgated from time to time by the Board of Directors. (c) Recipients may be provided use of student housing facilities owned by the Authority at a cost less than the cost paid by other students residing in the same student housing facility (the assistance provided to each Recipient shall be referred to as a “Scholarship”). (d) The Student Assistance Program shall be funded exclusively from those funds (if any) of the Authority that are (i) not subject to a lien and/or pledge securing the Authority’s bonds or other obligations, Exhibit A to Resolution 09-10 TSHA.BYLAWS – Page 2 TAM.v1.4/20/2004January 2009 (ii) not required for the timely payment of the Authority’s operation and maintenance expenses, and (iii) authorized by the Board of Directors. (e) Authority funds not used to provide funds for the Student Assistance Program may be used for any lawful purpose. SECTION 1.4. Regulations. The Authority, by action of the Board of Directors, may promulgate regulations (the “Regulations”) governing the Authority’s operations and implementation of the Student Assistance Program. The Regulations shall not conflict with, and shall be subject to, these Bylaws. ARTICLE II THE BOARD OF DIRECTORS SECTION 2.1. Number, Appointment, Term, Disqualifications, and Removal of Directors. (a) The Board of Directors shall consist of seven Directors. (b) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of AldermenTown Council. (c) The term of each Director shall be two years. (d) As a Director’s term expires, the Director shall continue to serve until a successor is appointed and assumes office; provided that, if a Director is removed or resigns, the Director’s office shall be deemed vacant upon the removal or resignation. (e) Any Director may be removed at any time (with or without cause) by the Board of AldermenTown Council. (f) No officer or employee of the Town may serve as a Director. SECTION 2.2. Resignation. Any Director may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the president or the secretary of the Authority. The acceptance of a resignation is not necessary to make it effective unless expressly provided in the instrument of resignation. SECTION 2.3. Committees. (a) With respect to the management of the Authority, the Board of Directors, by resolution adopted by a majority of the Directors present, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board of Directors in the management of the Authority. Each committee shall consist of two or more Directors. Committees that do not have the TSHA.BYLAWS – Page 3 TAM.v1.4/20/2004January 2009 authority of the Board of Directors in the management of the Authority may be designated by resolution of the Board of Directors and membership on any committee is not limited to Directors. (b) With respect to the administration of the Student Assistance Program, an Education Leadership Advisory Committee (the “Advisory Committee”) empowered to advise the Board of Directors concerning student needs, assistance, and other matters relating to Scholarships, may be established by the President. The Advisory Committee shall be composed of five members and shall include two Directors. The President shall be empowered to appoint and remove all members of the Advisory Committee. SECTION 2.4. Compensation of Directors. Directors are not entitled to receive any compensation for their services as officers, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III THE OFFICERS AND DUTIES SECTION 3.1. Officers. (a) The officers of the Authority shall be a president (the “President”), a vice president (the “Vice President”), a secretary (the “Secretary”), an assistant secretary (the “Assistant Secretary”), a treasurer (the “Treasurer”), an assistant treasurer (the “Assistant Treasurer”), an executive director (the “Executive Director”), and such other officers as the Board of Directors may from time to time appoint. (b) The President and Vice President shall be Directors, but no other officers are required to be Directors. (c) The same person may hold more than one office, except that the President shall not hold the office of Secretary. SECTION 3.2. Appointment, Term, Removal, Vacancy of Offices. (a) Each officer shall be appointed by the Board of Directors for a term of two years and, in the absence of resignation or removal, shall continue to serve until his/her successor is appointed and assumes office, except that the Executive Director shall automatically cease being an officer upon the removal or resignation of the Executive Director. (b) Each officer is subject to removal from office (with or without cause) at any time by the vote of a two-thirds majority of the Directors in office. (c) A vacancy in any office shall be filled in the same manner as the original appointment for the unexpired term thereof. TSHA.BYLAWS – Page 4 TAM.v1.4/20/2004January 2009 SECTION 3.3 President. (a) The President is the chief executive officer of the Authority and, subject to the actions of the Board of Directors, shall have general charge and supervision of the management of the affairs of the Authority. (b) The President shall preside at all meetings of the Board of Directors. (c) The President shall cause all orders and resolutions of the Board of Directors to be put into effect. (d) The President shall sign and execute all legal documents and instruments in the name of the Authority when authorized to do so by the Board of Directors; provided that, the Board of Directors may delegate the signing and execution thereof to some other officer or to an agent of the Authority. SECTION 3.4. Vice President. (a) In the event of the absence or disability of the President, the Vice President shall discharge the powers and duties of the President. (b) The Vice President shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.5. Secretary. (a) The Secretary shall have charge of the records and correspondence of the Authority under the direction of the President. (b) The Secretary is responsible for the giving of notice of meetings of the Board of Directors. (c) The Secretary shall attend the Board of Directors meetings and shall take and keep minutes of, and record all votes cast at, the meetings. (d) The Secretary shall discharge such other duties as may be assigned from time to time by the President or the Board of Directors. SECTION 3.6. Assistant Secretary. (a) In the event of the absence or disability of the Secretary, the Assistant Secretary shall discharge the powers and duties of the Secretary. (b) The Assistant Secretary shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.7. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board of Directors relating to the issuance of bonds or other obligations of the Authority or to instruments authorized by the Board of TSHA.BYLAWS – Page 5 TAM.v1.4/20/2004January 2009 Directors to provide security therefor, the Treasurer shall have the custody of all the funds and securities of the Authority and shall deposit them to the credit of the Authority in such banks or other depositories as the Board of Directors may designate. (b) The Treasurer shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Authority and of all receipts and disbursements of the Authority. (c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Authority and shall make transfers and other dispositions of the funds and securities of the Authority as may be ordered by the Board of Directors. (d) The Treasurer shall also discharge such additional duties as may be assigned from time to time by the Board of Directors. (e) Upon the request of the President and/or the Board of Directors, the Treasurer shall render an accounting of all transactions of the Treasurer and of the financial condition of the Authority. (f) The Treasurer shall give bond only if required to do so by the Board of Directors. SECTION 3.8. Assistant Treasurer. (a) In the event of the absence or disability of the Treasurer, the Assistant Treasurer shall discharge the powers and duties of the Treasurer. (b) The Assistant Treasurer shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.9. Executive Director. (a) The Executive Director shall be appointed by the Board of DirectorsPresident, on terms approved by the Board of Directors and consented to by the Board of Aldermen Town Council. In connection with the employment of the Executive Director, the Authority shall enter into an employment contract with the Executive Director, which contract shall be approved by the Board of Directors and consented to by the Board of Aldermen Town Council. (b) The Executive Director shall (i) report and be accountable to the Board of Directors, the Board of AldermenTown Council, and the President, (ii) carryout instructions given by the President, and (iii) be subject to removal (for cause or without cause) at anytime by the President and/or the Board of AldermenTown Council. TSHA.BYLAWS – Page 6 TAM.v1.4/20/2004January 2009 (c) If the Executive Director is removed, the Authority shall hire, as a successor Executive Director, the person appointed by the President on terms approved by the Board of Directors and consented to by the Board of AldermenTown Council. (d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as both Assistant Secretary and Assistant Treasurer. SECTION 3.10. Compensation of Officers. Officers who are not Directors may receive compensation for their services as officers on terms approved by the Board of Directors. ARTICLE IV MEETINGS SECTION 4.1. Meetings of Directors. (a) The Board of Directors shall hold its meetings at the principal office of the Authority; provided that, if the President determines that, with respect to any regular or special meeting, an alternative meeting place is appropriate, the President may designate an alternative place for such meeting. (b) The time and place of each meeting of the Board of Directors shall be provided in each notice of meeting. (c) Regular meetings of the Board of Directors shall be held at the times designated by resolution of the Board of Directors. (d) Special meetings of the Board of Directors shall be held whenever called by the President or the Secretary or by the Board of Directors at the time and place specified by the officer calling the special meeting. (e) Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board of Directors at a regular meeting may be acted upon at a special meeting. (f) Except as otherwise provided by law, notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director (either by personal delivery, United States mail, telephone, telecopy, or any other lawful means) not later than two hours in advance of the meeting. Notice of any Board of Directors meeting to persons other than Directors shall be given if and to the extent required by law. (g) Attendance by a Director at a meeting shall constitute a waiver by the Director of any notice of meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of a notice in writing, signed by any person entitled to notice (whether before or after the time for giving the notice) shall be deemed to be the equivalent to the giving of notice. SECTION 4.2. Quorum. TSHA.BYLAWS – Page 7 TAM.v1.4/20/2004January 2009 A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transacting of the business of the Authority. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors except as otherwise required by law or by these Bylaws. SECTION 4.3. Order of Business. The Board of Directors shall consider the matters before it in such order as the presiding officer of the Board of Directors may determine. ARTICLE V ADMINISTRATION SECTION 5.1. Staffing. (a) Upon the recommendation of the President and the approval of the Board of Directors, the Authority may hire full or part-time employees to carry out the functions of the Authority. (b) Staff functions of the Authority may be performed by employees of the Town if and to the extent approved by the Board of Aldermen Town Council and if the Town is reimbursed for all actual costs of the performance of the staff functions. (c) The Executive Director shall be the senior staff member of the Authority, and all employees of the Authority shall report to the Executive Director. SECTION 5.2. Engagement of Consultants. (a) To assist the Authority in acquiring, financing, and managing the Authority’s projects and administering the Student Assistance Program and other activities of the Authority, the Authority shall retain a general counsel (the “General Counsel”), a finance counsel (the “Finance Counsel”), a special finance counsel (the “Special Finance Counsel”), a financial adviser (the “Financial Adviser”), and a real estate and finance consultant (the “Real Estate and Finance Consultant”). Collectively, the General Counsel, the Finance Counsel, the Special Finance Counsel, the Financial Adviser, and the Real Estate and Finance Consultant shall be referred to as the “Consultants.” (b) Each of the Consultants shall be designated by resolution of the Board of Directors and the Board of Aldermen Town Council and shall be responsible directly to the President, the Board of Directors, and the Board of Aldermen Town Council. (e) Each of the Consultants shall be employed pursuant to a written agreement that (i) shall preclude the Consultants from having any conflicts-of-interest with either the Authority or the Town and (ii) shall prescribe the compensation payable to the Consultant. With respect to the relationship between the Authority and the Town, the interest of the Town shall be paramount. (f) The General Counsel shall not be compensated for services rendered. (g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a condition to being compensated, shall furnish the Board of Directors with a written statement that TSHA.BYLAWS – Page 8 TAM.v1.4/20/2004January 2009 describes in reasonable detail the services rendered, the number of hours spent in rendering the services, and the amount charged for the services. SECTION 5.3. Responsibilities of Executive Director. The Executive Director shall be responsible for the following: (a) If the Authority has oversight responsibilities, including, but not limited to, approval of budgets, monitoring the performance of the Authority’s property manager(s) (if any), obtaining insurance, and other related matters, for any project that the Authority has financed and/or owns, the Executive Director, with respect to the provisions that are contained in the documents governing the acquisition, financing, operations, and management of the project (collectively, such documents shall be referred to as the “Project Administration Documents”), shall certify in writing to the Board of Directors at least once each calendar quarter the following: (i) the Authority is in compliance with all material requirements applicable to the Authority that are contained in the Project Administration Documents, (ii) the project is being managed by the Authority’s property manager(s) in compliance the Project Administration Documents, (iii) the budget for the project has been timely submitted to the Board of Directors and is in compliance with the Project Administration Documents, and (iv) such other matters as may be requested by the President and/or the Board of Directors. (b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above, the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons that the Executive Director cannot make such certification. (c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses relating to all corporate activities of the Authority. (d) With respect to any project budget that is required to be approved by the Board of Directors, the Executive Director shall make written recommendations to the Board of Directors regarding the budget. (e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen Town Council a monthly transaction report showing all income received and expenses paid during each calendar month. Upon the request of the President or a majority of the Board of Directors, the Executive Director shall provide any financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen Town Council. (f) In performing the duties assigned to the Executive Director, the Executive Director shall confer with each of the Consultants to the extent the Executive Director believes that consultation is appropriate to assure that the duties of the Executive Director will be performed properly. TSHA.BYLAWS – Page 9 TAM.v1.4/20/2004January 2009 SECTION 5.4. Records. (a) The Authority shall keep complete corporate and financial records, including all banking records, and minutes of the proceedings of its Board of Directors and of committees (if any) of the Board of Directors in accordance with applicable law. (b) The records and minutes shall be made available for inspection at all reasonable times by any (i) Director, and (ii) Town representative authorized by the Board of Alderme Town Council. (c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall be responsible for keeping and maintaining the Authority’s records. SECTION 5.5. Authorization to Write Checks. The President, the Treasurer, the Executive Director, the Assistant Treasurer and the Secretary each shall be authorized to write checks on behalf of the Authority from any bank or trust account maintained by the Authority for any purpose authorized by the Board of Directors; provided that, with respect to any check in excess of $5,000, the check must be signed by two officers at least one of which must be a Director. SECTION 5.6. Administrative Fees. The Authority may prescribe fees payable by applicants for financial participation and/or assistance by the Authority and such other fees and charges as the Board of Directors determines appropriate to defray the administrative expenses incurred in the operation of the Authority or to be used for any other lawful purposes. SECTION 5.7. Fiscal Year. The fiscal year of the Authority shall be the annual period determined by resolution of the Board of Directors. SECTION 5.8. Amounts Owning to Town. The Authority shall pay any amounts owed to the Town for permitting its employees to provide staffing for the Authority upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. TSHA.BYLAWS – Page 10 TAM.v1.4/20/2004January 2009 ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board of Aldermen Town Council and the Board of Directors. SECTION 6.2. Seal. The official seal of the Authority shall be as determined by the Board of Directors. The seal shall not be necessary to the proper execution by the officers of the Authority of any document or instrument unless otherwise specified by the Board of Directors. SECTION 6.3. Amendments. These Bylaws may be amended at any time, and from time to time, by resolutions adopted by the Board of Directors and the Board of Aldermen Town Council. SECTION 6.4. Interpretation. These Bylaws shall be liberally construed to effect the purposes of the Authority. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of such ruling. References in these Bylaws to the singular number shall include the plural and vice versa (unless the context otherwise requires). SECTION 6.5. Special Requirements. The Authority shall comply with the following special requirements: (a) The Authority shall maintain its books and records separate and apart from any other legal entity. (b) The Authority shall not commingle its assets with the assets of any other legal entity. (c) The Authority shall maintain financial records separate from any other legal entity. (d) The Authority shall maintain an “arms-length” relationship with all other legal entities except as otherwise may be required by law. (e) The Authority shall pay the salaries of its own employees. SECTION 6.6. Financial Relationship with Town. (a) As the duly created instrumentality of the Town, the Authority shall be required to compensate the Town for overseeing the activities of the Authority and providing facilities and staff to the Authority. Upon receipt of a resolution adopted by the Board of Aldermen Town Council assessing an TSHA.BYLAWS – Page 11 TAM.v1.4/20/2004January 2009 oversight and facilities fee payable by the Authority to the Town, the Authority shall be obligated to pay the fee in the amount and on terms authorized by the Board of Aldermen Town Council without any action being required to be taken by the Board of Directors. Notwithstanding any provision in these Bylaws, the President and/or the Executive Director shall be authorized to pay any fees payable by the Authority to the Town by check or otherwise without any action being required to be taken by any other officer or director. (b) As the duly created instrumentality of the Town, upon dissolution of the Authority, the following actions shall be taken: (i) all assets, including real and personal property of all types, owned by the Authority at the time of such dissolution shall be transferred to the Town after all debts, liabilities, and obligations of the Authority have been paid or otherwise satisfied without any action being required to be taken by the Board of Directors, and (ii) the officers and directors of the Authority shall take any action necessary or appropriate to effect the transfer of the Authority’s assets to the Town. TSHCDP.BYLAWS – Page 1 TAM.v1.4/26/2004January 2009 AMENDED AND RESTATED BYLAWS of TEXAS STUDENT HOUSING CORPORATION – DENTON PROJECT ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Corporation. The Texas Student Housing Corporation –Denton Project (the “Corporation”) shall have all of the powers and authority granted to nonprofit corporations created under Section 53.35(b), Texas Education Code, as amended (the “Act”). The Corporation shall be managed by the Board of Directors (the “Board of Directors”) in accordance with the Act. SECTION 1.2. Supervision by the Town CouncilBoard of AldermenTown Council. As the instrumentality of the Town of Westlake (the “Town”), the Corporation and its policies are subject to supervision by the Town’s Board of AldermenTown Council (the “Board of AldermenTown Council.”) Town Council (The Council. SECTION 1.3. Student Assistance Program. (a) The Corporation shall establish a program (the “Student Assistance Program”) to provide assistance to students attending institution(s) of higher education whose principal campus is located in the State of Texas. (b) Students qualifying for assistance shall be referred to as “Recipients,” who in order to qualify must: (i) be a graduate of a high school located in the State of Texas, (ii) attend an institution of higher education whose principal campus is located in the State of Texas, and (iii) meet the requirements promulgated from time to time by the Board of Directors. (c) Recipients may be provided use of student housing facilities owned by the Corporation at a cost less than the cost paid by other students residing in the same student housing facility (the assistance provided to each Recipient shall be referred to as a “Scholarship”). (d) The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are (i) not subject to a lien and/or pledge securing the Corporation’s bonds or other obligations, Exhibit B to Resolution 09-10 TSHCDP.BYLAWS – Page 2 TAM.v1.4/26/2004January 2009 (ii) not required for the timely payment of the Corporation’s operation and maintenance expenses, and (iii) authorized by the Board of Directors. (e) Corporation funds not used to provide funds for the Student Assistance Program may be used for any lawful purpose. SECTION 1.4. Regulations. The Corporation, by action of the Board of Directors, may promulgate regulations (the “Regulations”) governing the Corporation’s operations and implementation of the Student Assistance Program. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the “Articles”) of this Corporation. ARTICLE II THE BOARD OF DIRECTORS SECTION 2.1. Number, Appointment, Term, Disqualifications, and Removal of Directors. (a) The Board of Directors shall consist of seven Directors. (b) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of AldermenTown Council. (c) The term of each Director shall be two years. (d) As a Director’s term expires, the Director shall continue to serve until a successor is appointed and assumes office; provided that, if a Director is removed or resigns, the Director’s office shall be deemed vacant upon the removal or resignation. (e) Any Director may be removed at any time (with or without cause) by the Board of AldermenTown Council. . (f) No officer or employee of the Town may serve as a Director. SECTION 2.2. Resignation. Any Director may resign at any time. A resignation shall be made by written instrument and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the president or the secretary of the Corporation. The acceptance of a resignation is not necessary to make it effective unless expressly provided in the instrument of resignation. SECTION 2.3. Committees. (a) With respect to the management of the Corporation, the Board of Directors, by resolution adopted by a majority of the Directors present, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board of Directors in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the TSHCDP.BYLAWS – Page 3 TAM.v1.4/26/2004January 2009 authority of the Board of Directors in the management of the Corporation may be designated by resolution of the Board of Directors and membership on any committee is not limited to Directors. (b) With respect to the administration of the Student Assistance Program, an Education Leadership Advisory Committee (the “Advisory Committee”) empowered to advise the Board of Directors concerning student needs, assistance, and other matters relating to Scholarships, may be established by the President. The Advisory Committee shall be composed of five members and shall include two Directors. The President shall be empowered to appoint and remove all members of the Advisory Committee. SECTION 2.4. Compensation of Directors. Directors are not entitled to receive any compensation for their services as officers, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III THE OFFICERS AND DUTIES SECTION 3.1. Officers. (a) The officers of the Corporation shall be a president (the “President”), a vice president (the “Vice President”), a secretary (the “Secretary”), an assistant secretary (the “Assistant Secretary”), a treasurer (the “Treasurer”), an assistant treasurer (the “Assistant Treasurer”), an executive director (the “Executive Director”), and such other officers as the Board of Directors may from time to time appoint. (b) The President and Vice President shall be Directors, but no other officers are required to be Directors. (c) The same person may hold more than one office, except that the President shall not hold the office of Secretary. SECTION 3.2. Appointment, Term, Removal, Vacancy of Offices. (a) Each officer shall be appointed by the Board of Directors for a term of two years and, in the absence of resignation or removal, shall continue to serve until his/her successor is appointed and assumes office, except that the Executive Director shall automatically cease being an officer upon the removal or resignation of the Executive Director. (b) Each officer is subject to removal from office (with or without cause) at any time by the vote of a two-thirds majority of the Directors in office. (c) A vacancy in any office shall be filled in the same manner as the original appointment for the unexpired term thereof. SECTION 3.3 President. (a) The President is the chief executive officer of the Corporation and, subject to the actions of the Board of Directors, shall have general charge and supervision of the management of the affairs of the Corporation. TSHCDP.BYLAWS – Page 4 TAM.v1.4/26/2004January 2009 (b) The President shall preside at all meetings of the Board of Directors. (c) The President shall cause all orders and resolutions of the Board of Directors to be put into effect. (d) The President shall sign and execute all legal documents and instruments in the name of the Corporation when authorized to do so by the Board of Directors; provided that the Board of Directors may delegate the signing and execution thereof to some other officer or to an agent of the Corporation. SECTION 3.4. Vice President. (a) In the event of the absence or disability of the President, the Vice President shall discharge the powers and duties of the President. (b) The Vice President shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.5. Secretary. (a) The Secretary shall have charge of the records and correspondence of the Corporation under the direction of the President. (b) The Secretary is responsible for the giving of notice of meetings of the Board of Directors. (c) The Secretary shall attend the Board of Directors meetings and shall take and keep minutes of, and record all votes cast at, the meetings. (d) The Secretary shall discharge such other duties as may be assigned from time to time by the President or the Board of Directors. SECTION 3.6. Assistant Secretary. (a) In the event of the absence or disability of the Secretary, the Assistant Secretary shall discharge the powers and duties of the Secretary. (b) The Assistant Secretary shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.7. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board of Directors relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board of Directors to provide security therefor, the Treasurer shall have the custody of all the funds and securities of the Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the Board of Directors may designate. (b) The Treasurer shall keep proper books of account and other records showing at all times the amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of the Corporation. TSHCDP.BYLAWS – Page 5 TAM.v1.4/26/2004January 2009 (c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall make transfers and other dispositions of the funds and securities of the Corporation as may be ordered by the Board of Directors. (d) The Treasurer shall also discharge such additional duties as may be assigned from time to time by the Board of Directors. (e) Upon the request of the President and/or the Board of Directors, the Treasurer shall render an accounting of all transactions of the Treasurer and of the financial condition of the Corporation. (f) The Treasurer shall give bond only if required to do so by the Board of Directors. SECTION 3.8. Assistant Secretary. (a) In the event of the absence or disability of the Treasurer, the Assistant Treasurer shall discharge the powers and duties of the Treasurer. (b) The Assistant Treasurer shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.9. Executive Director. (a) The Executive Director shall be appointed by the PresidentBoard of Directors, on terms approved by the Board of Directors and consented to by the Board of AldermenTown Council. In connection with the employment of the Executive Director, the Corporation shall enter into an employment contract with the Executive Director, which contract shall be approved by the Board of Directors and consented to by the Board of AldermenTown Council. (b) The Executive Director shall (i) report and be accountable to the Board of Directors, the Board of AldermenTown Council, and the President, (ii) carryout instructions given by the PresidentBoard of Directors, and (iii) be subject to removal (for cause or without cause) at anytime by the President and/or the Board of AldermenTown Council. (c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive Director, the person appointed by the President Board of Directors on terms approved by the Board of Directors and consented to by the Board of AldermenTown Council. (d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as both Assistant Secretary and Assistant Treasurer. TSHCDP.BYLAWS – Page 6 TAM.v1.4/26/2004January 2009 SECTION 3.10. Compensation of Officers. Officers who are not Directors may receive compensation for their services as officers on terms approved by the Board of Directors. ARTICLE IV MEETINGS SECTION 4.1. Meetings of Directors. (a) The Board of Directors shall hold its meetings at the principal office of the Corporation; provided that, if the President determines that, with respect to any regular or special meeting, an alternative meeting place is appropriate, the President may designate an alternative place for such meeting. (b) The time and place of each meeting of the Board of Directors shall be provided in each notice of meeting. (c) Regular meetings of the Board of Directors shall be held at the times designated by resolution of the Board of Directors. (d) Special meetings of the Board of Directors shall be held whenever called by the President or the Secretary or by the Board of Directors at the time and place specified by the officer calling the special meeting. (e) Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board of Directors at a regular meeting may be acted upon at a special meeting. (f) Except as otherwise provided by law, notice to Directors of a regular meeting is not required. Notice of the time and place of each special meeting shall be given to each Director (either by personal delivery, United States mail, telephone, telecopy, or any other lawful means) not later than two hours in advance of the meeting. Notice of any Board of Directors meeting to persons other than Directors shall be given if and to the extent required by law. (g) Attendance by a Director at a meeting shall constitute a waiver by the Director of any notice of meeting, unless the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called or convened. A waiver of a notice in writing, signed by any person entitled to notice (whether before or after the time for giving the notice) shall be deemed to be the equivalent to the giving of notice. SECTION 4.2. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors shall constitute a quorum for the transacting of the business of the Corporation. The act of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board of Directors except as otherwise required by law or by these Bylaws or the Articles. TSHCDP.BYLAWS – Page 7 TAM.v1.4/26/2004January 2009 SECTION 4.3. Order of Business. The Board of Directors shall consider the matters before it in such order as the presiding officer of the Board of Directors may determine. ARTICLE V ADMINISTRATION SECTION 5.1. Staffing. (a) Upon the recommendation of the President and the approval of the Board of Directors, the Corporation may hire full or part-time employees to carry out the functions of the Corporation. (b) Staff functions of the Corporation may be performed by employees of the Town if and to the extent approved by the Board of AldermenTown Council and if the Town is reimbursed for all actual costs of the performance of the staff functions. (c) The Executive Director shall be the senior staff member of the Corporation, and all employees of the Corporation shall report to the Executive Director. SECTION 5.2. Engagement of Consultants. (a) To assist the Corporation in acquiring, financing, and managing the Corporation’s projects and administering the Student Assistance Program and other activities of the Corporation, the Corporation shall retain a general counsel (the “General Counsel”), a finance counsel (the “Finance Counsel”), a special finance counsel (the “Special Finance Counsel”), a financial adviser (the “Financial Adviser”), and a real estate and finance consultant (the “Real Estate and Finance Consultant”). Collectively, the General Counsel, the Finance Counsel, the Special Finance Counsel, the Financial Adviser, and the Real Estate and Finance Consultant shall be referred to as the “Consultants.” (b) Each of the Consultants shall be designated by resolution of the Board of Directors and the Board of AldermenTown Council and shall be responsible directly to the President, the Board of Directors, and the Board of AldermenTown Council. (e) Each of the Consultants shall be employed pursuant to a written agreement that (i) shall preclude the Consultants from having any conflicts-of-interest with either the Corporation or the Town and (ii) shall prescribe the compensation payable to the Consultant. With respect to the relationship between the Corporation and the Town, the interest of the Town shall be paramount. (f) The General Counsel shall not be compensated for services rendered. (g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a condition to being compensated, shall furnish the Board of Directors with a written statement that describes in reasonable detail the services rendered, the number of hours spent in rendering the services, and the amount charged for the services. SECTION 5.3. Responsibilities of Executive Director. The Executive Director shall be responsible for the following: TSHCDP.BYLAWS – Page 8 TAM.v1.4/26/2004January 2009 (a) If the Corporation has oversight responsibilities, including, but not limited to, approval of budgets, monitoring the performance of the Corporation’s property manager(s) (if any), obtaining insurance, and other related matters, for any project that the Corporation has financed and/or owns, the Executive Director, with respect to the provisions that are contained in the documents governing the acquisition, financing, operations, and management of the project (collectively, such documents shall be referred to as the “Project Administration Documents”), shall certify in writing to the Board of Directors at least once each calendar quarter the following: (i) the Corporation is in compliance with all material requirements applicable to the Corporation that are contained in the Project Administration Documents, (ii) the project is being managed by the Corporation’s property manager(s) in compliance the Project Administration Documents, (iii) the budget for the project has been timely submitted to the Board of Directors and is in compliance with the Project Administration Documents, and (iv) such other matters as may be requested by the President and/or the Board of Directors. (b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above, the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons that the Executive Director cannot make such certification. (c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses relating to all corporate activities of the Corporation. (d) With respect to any project budget that is required to be approved by the Board of Directors, the Executive Director shall make written recommendations to the Board of Directors regarding the budget. (e) The Executive Director shall provide to the Board of Directors and the Board of AldermenTown Council a monthly transaction report showing all income received and expenses paid during each calendar month. Upon the request of the President or a majority of the Board of Directors, the Executive Director shall provide any financial report, to the extent reasonably possible, to the Board of Directors and the Board of AldermenTown Council. (f) In performing the duties assigned to the Executive Director, the Executive Director shall confer with each of the Consultants to the extent the Executive Director believes that consultation is appropriate to assure that the duties of the Executive Director will be performed properly. SECTION 5.4. Records. (a) The Corporation shall keep complete corporate and financial records, including all banking records, and minutes of the proceedings of its Board of Directors and of committees (if any) of the Board of Directors in accordance with applicable law. (b) The records and minutes shall be made available for inspection at all reasonable times by any TSHCDP.BYLAWS – Page 9 TAM.v1.4/26/2004January 2009 (i) Director, and (ii) Town representative authorized by the Board of AldermenTown Council. (c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall be responsible for keeping and maintaining the Corporation’s records. SECTION 5.5. Authorization to Write Checks. The President, the Treasurer, the Executive Director, the Assistant Treasurer and the Secretary each shall be authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the Corporation for any purpose authorized by the Board of Directors; provided that, with respect to any check in excess of $5,000, the check must be signed by two officers at least one of which must be a Director. SECTION 5.6. Administrative Fees. The Corporation may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful purposes. SECTION 5.7. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of Directors. SECTION 5.8. Amounts Owning to Town. The Corporation shall pay any amounts owed to the Town for permitting its employees to provide staffing for the Corporation upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board of AldermenTown Council and the Board of Directors. SECTION 6.2. Seal. The official seal of the Corporation shall be as determined by the Board of Directors. The seal shall not be necessary to the proper execution by the officers of the Corporation of any document or instrument unless otherwise specified by the Board of Directors. TSHCDP.BYLAWS – Page 10 TAM.v1.4/26/2004January 2009 SECTION 6.3. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board of Directors, which amendment shall not take effect until approved by the governing body of the Town. SECTION 6.4. Interpretation. These Bylaws shall be liberally construed to effect the purposes of the Corporation. If any part of these Bylaws is ruled invalid by a court of competent jurisdiction, the remainder of these Bylaws shall remain in effect to the fullest extent possible under the application of such ruling. References in these Bylaws to the singular number shall include the plural and vice versa (unless the context otherwise requires). SECTION 6.5. Special Requirements. The Corporation shall comply with the following special requirements: (a) The Corporation shall maintain its books and records separate and apart from any other legal entity. (b) The Corporation shall not commingle its assets with the assets of any other legal entity. (c) The Corporation shall maintain financial records separate from any other legal entity. (d) The Corporation shall maintain an “arms-length” relationship with all other legal entities except as otherwise may be required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 6.6. Financial Relationship with Town. (a) As the duly created instrumentality of the Town, the Corporation shall be required to compensate the Town for overseeing the activities of the Corporation and providing facilities and staff to the Corporation. Upon receipt of a resolution adopted by the Board of AldermenTown Council assessing an oversight and facilities fee payable by the Corporation to the Town, the Corporation shall be obligated to pay the fee in the amount and on terms authorized by the Board of AldermenTown Council without any action being required to be taken by the Board of Directors. Notwithstanding any provision in these Bylaws, the President and/or the Executive Director shall be authorized to pay any fees payable by the Corporation to the Town by check or otherwise without any action being required to be taken by any other officer or director. (b) As the duly created instrumentality of the Town, upon dissolution of the Corporation, the following actions shall be taken: (i) all assets, including real and personal property of all types, owned by the Corporation at the time of such dissolution shall be transferred to the Town after all debts, liabilities, and obligations of the Corporation have been paid or otherwise satisfied without any action being required to be taken by the Board of Directors, and TSHCDP.BYLAWS – Page 11 TAM.v1.4/26/2004January 2009 (ii) the officers and directors of the Corporation shall take any action necessary or appropriate to effect the transfer of the Corporation’s assets to the Town. Town of Westlake Memo To: Honorable Mayor and Members of the Town Council From: Kim Sutter, Town Secretary Subject: Regular Meeting of March 9, 2009 Date: March 2, 2009 ITEM Consider an Ordinance calling and ordering a Local Option Election to be held May 9, 2009, for the purpose of determining whether to allow 1) the legal sale of mixed beverages in restaurants by food and beverage certificate holders only; and 2) the legal sale of all alcoholic beverages for off-premise consumption only. VISION POINT AND KEY RESULT AREAS This item supports the following Vision Point and Key Result Areas: ; Hospitality Finds its Home in Westlake o Citizen engagement and communication BACKGROUND The Town Secretary was presented with two applications for petitions for a local option election on January 7, 2009. The applications contained the signatures of at least 10 qualified voters. As required by law, petitions were issued to the requestor on January 7, 2009, and were were returned to the Town Secretary on January 20, 2009. Both petitions were verified by the the Town Secretary, and each contained the minimum number of signatures required to order an election (62). In accordance with §51.032 of the Election Code, the Council shall order a local option election at its next regular meeting on or after the 30th day after the date the petition is filed, and the election must take place on the next uniform election date following the verification of the petitions – May 9, 2009. As stated in the petitions, the ballot will contain the following two propositions: The legal sale of mixed beverages in restaurants by food and beverage certificate holders only Please note that neither of the two ballot propositions would allow for nightclubs or bars. As a reminder of what is legal today in Westlake: - Justice of the Peace Precinct 3 election held on July 10, 1973, legalized the sale of beer and wine for off-premise consumption and the legal sale of mixed beverages. At the time of the election, JP Precinct 3 encompassed what is the Solana area today and precluded the remainder of Westlake. - As approved by voters in a November 2001 election, wine for off-premise consumption is legal in the entire Town of Westlake (both Tarrant and Denton County). FUNDING Funding is provided in the 2008-2009 Budget. RECOMMENDATION As required by law, the Town Council must order an election for which the Town has been petitioned, and the Town shall pay for and conduct the election. ATTACHMENTS: Ordinance No. 608 Ordinance LOE May 2009 Page 1 of 4 March 9, 2009 TOWN OF WESTLAKE ORDINANCE NO. 608 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, CALLING AND ORDERING A LOCAL OPTION ELECTION TO BE HELD ON MAY 9, 2009, FOR THE PURPOSE OF SUBMITTING TO THE QUALIFIED VOTERS THE QUESTION OF WHETHER OR NOT TO PERMIT THE LEGAL SALE OF MIXED BEVERAGES IN RESTAURANTS BY FOOD AND BEVERAGE CERTIFICATE HOLDERS ONLY; AND THE LEGAL SALE OF ALL ALCOHOL BEVERAGES FOR OFF-PREMISE CONSUMPTION ONLY IN ACCORDANCE WITH THE PROVISIONS OF SECTION 501.021 OF THE ELECTION CODE; ESTABLISHING PROCEDURES FOR THE ELECTION; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: WHEREAS, the registered voters of the Town of Westlake have submitted a petition containing the minimum number of signatures to the Town Secretary to hold a local option election to determine whether or not to permit the legal sale of mixed beverages in restaurants by food and beverage certificate holders only; and WHEREAS, the registered voters of the Town of Westlake have submitted a petition containing the minimum number of signatures to the Town Secretary to hold a local option election to determine whether or not to permit the legal sale of all alcohol beverages for off- premise consumption only; and WHEREAS, the Town Council is required to order a local option election to be held on the issues set out in the petitions if the petition if filed with the Town Secretary not later than the 60th day after the date the petition is issued and bears the actual signatures of the number of qualified voters of the Town equal to the at least 35 percent of the registered voters in the political subdivision who voted in the most recent gubernatorial election; and WHEREAS, on January 21, 2009, the Town Secretary certified that the number of valid signatures found on the petitions are sufficient for submission to the Town Council to order a Local Option Election; and WHEREAS, the Texas Election Code establishes May 9, 2009, as a uniform election date; BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. Election Order for General Election. That an election shall be held at the Town Offices, 3 Village Circle, in the Town of Westlake, Texas, between the hours of 7:00 a.m. and 7:00 p.m. on the 9 day of May 2009, the second Saturday of that month for the purpose identified herein. Ordinance LOE May 2009 Page 2 of 4 March 9, 2009 SECTION 2. PROPOSITION. That at said election, the following propositions shall be submitted in accordance with Section 501-035 of the Texas Election Code: PROPOSITIONS Shall the Town of Westlake permit the legal sale of mixed beverages in restaurants by food and beverage certificate holders only. Shall the Town of Westlake permit the legal sale of all alcohol beverages for off-premise consumption only. SECTION 3. BALLOT. That the official ballots to be used in such election shall be prepared in accordance with Sections 52.072, 52.073 and 501.035 of the Texas Election Code, as amended. The ballots shall permit the electors to vote “For” or “Against” the aforesaid propositions and shall be set forth in substantially the following form: The legal sale of mixed beverages in restaurants by food and beverage certificate holders only Ordinance LOE May 2009 Page 3 of 4 March 9, 2009 SECTION 5. Early Voting. Early Voting by personal appearance shall be conducted at the County’s Main Early Voting location; Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 and branch offices for early voting by personal appearance shall be established as outlined in the election agreement with Tarrant County. Steve Raborn, Tarrant County Elections Administrator, is hereby appointed as the Early Voting Clerk and can appoint the necessary deputy clerks as required for early voting. In accordance with Section 85.001 of the Texas Election Code, early voting by personal appearance shall be as set forth below: April 27 through May 1 (Monday – Friday) 8:00 a.m. to 5:00 p.m. May 2 (Saturday) 7:00 a.m. to 7:00 p.m. May 3 (Sunday) 11:00 a.m. to 4:00 p.m. May 4 through May 5 (Monday – Tuesday) 7:00 am. to 7:00 p.m. For the purpose of processing ballots cast in early voting, the election officers for the early voting ballot board shall be appointed and designated in accordance with the provisions of the election agreement with the Tarrant County Elections Administrator. Application for ballot by mail may be sent beginning March 10, 2009, but received no later than May 1, 2009, and mailed to: Steve Raborn Early Voting Clerk P.O. BOX 961011 Fort Worth, Texas 76161-0011 SECTION 6. Notice. Notice of said election shall be given as required by the Texas Election Code. SECTION 7. Election Officials. The election judge, alternate election judge, and ballot board will be appointed by the Tarrant County Elections Administrator, as permitted by law. The presiding judge shall appoint elections clerks as may be necessary for the proper conduct of the election. The election judge or the alternate election judge in the absence of the election judge, and the election clerks shall constitute the early voting ballot board. The election judge, alternate election judge, and election clerks shall be qualified voters of the Town. SECTION 8. Governing Law. The election shall be held in accordance with the Constitution of the State of Texas and the Texas Election Code, and all resident qualified voters of the Town shall be eligible to vote at the election. SECTION 9. Submission to the United States Justice Department. The Town Secretary of the Town of Westlake, Texas, or the Town Attorney, is authorized to make such submissions as are necessary to the United States Justice Department to seek pre-clearance as Ordinance LOE May 2009 Page 4 of 4 March 9, 2009 required by law. SECTION 10. Necessary Actions. The Mayor and the Town Secretary, in consultation with the Town Attorney, are authorized and directed to take all actions necessary to comply with the provisions of the Texas Election Code, and the Town Code in carrying out and conducting the election, whether or not expressly authorized by this Order. SECTION 11. Severability Clause. It is hereby declared to be the intention of the Town Council that the sections, paragraphs, sentences, clauses and phrases of this order are severable and if any phrase, clause, sentence, paragraph, or section shall be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this order, since the same would have been enacted by the Town Council without the incorporation in this order of any such invalid or unconstitutional phrase, clause, sentence, paragraph or section. SECTION 12. Effective Date. This order shall be effective upon its adoption. PASSED AND APPROVED by the Town Council of the Town of Westlake, Texas, on this 9 day of March 2009. APPROVED: _____________________________ Laura Wheat, Mayor ATTEST: _______________________________ ______________________________ Kim Sutter, TRMC, Town Secretary Thomas E. Brymer, Town Manager APPROVED: ______________________________ L. Stanton Lowry, Town Attorney 7. FUTURE AGENDA ITEMS: Any Council member may request at a workshop and / or Council meeting, under “Future Agenda Item Requests”, an agenda item for a future Council meeting. The Council Member making the request will contact the Town Manager with the requested item and the Town Manager will list it on the agenda. At the meeting, the requesting Council Member will explain the item, the need for Council discussion of the item, the item’s relationship to the Council’s strategic priorities, and the amount of estimated staff time necessary to prepare for Council discussion. If the requesting Council Member receives a second, the Town Manager will place the item on the Council agenda calendar allowing for adequate time for staff preparation on the agenda item. - None Town of  Westlake  Item # 7 –   Future Agenda  Items  Council Planning Calendar  Items not scheduled for a specific meeting are listed here (require discussion): Date Contact Description Format  5/23/08 J. Greenwood Southlake Waterline Proposal Workshop  5/30/08 T. Meyer Cemetery Rules and Regulations Workshop  7/29/08 T. Meyer Park and Rec. Adv. Board Workshop  1/13/09 T. Brymer Deloitte Status Presentation Workshop    Mar. 9, 2009, Meeting (submittal deadline Feb. 26) 7 p.m. Date Contact Description Format  11/12/08 T. Brymer “Green Initiative” Mike Conduff Meeting  2/9/09 K. Sutter Call and Order Local Option Election for May 2009 Meeting    Mar. 23, 2009, Meeting (submittal deadline Mar. 12) 7 p.m. Date Contact Description Format  1/13/09 T. Brymer Presentation of Direction Finder Survey Results Workshop  11/13/08 K. Sutter Approve election contract with Tarrant County Meeting  12/9/08 J. Greenwood FM 1938 Streetscape concepts presentation Workshop  1/5/09 A  DeGan Municipal Court Credit Card Contract Amendment (consent) Meeting  1/26/09 D. Wilson Cell phone restriction+ Workshop  2/23/09 K. Sutter Town Secretary Evaluation Workshop  3/3/09 T. Meyer Bids for Arts & Sciences Center Meeting     April 13, 2009, Meeting (submittal deadline April 2) 7 p.m. Date Contact Description Format  2/16/09 T. Wood Personnel Manual Amendments Meeting  12/15/08 D. Piper Hear and Accept Town’s Annual Audit Report Meeting    April 27, 2009, Meeting (submittal deadline April 16) 7 p.m. Date Contact Description Format  2/28/09 Brymer/Edwards Discuss Oil/Gas Production Technical Standards Ordinance Workshop  2/28/09 Brymer/Edwards Oil/Gas Production Zoning Ordinance Amendment  Meeting  2/28/09 Brymer/Edwards Oil/Gas Production Technical Standards Ordinance Meeting    March 2009 April 2009 May 2009 S M T W TH F SA S M T W TH F SA S M T W TH F S 1 2 3 4 5 6 7 1 2 3 4 1 2 8 9 10 11 12 13 14 5 6 7 8 9 10 11 3 4 5 6 7 8 9 15 16 17 18 19 20 21 12 13 14 15 16 17 18 10 11 12 13 14 15 16 22 23 24 25 26 27 28 19 20 21 22 23 24 25 17 18 19 20 21 22 23 29 30 31 26 27 28 29 30 24 25 26 27 28 29 30 31 Council Meeting Holiday  Trustees Meeting Election Day   Council/Trustees Meeting                 8. COUNCIL CALENDAR. - Candidate Filing Period for Town Council o February 7 through March 9, 2009, 5 p.m. - General Election Day o May 9, 2009 - Decoration Day o Monday, May 25,2009, I.O.O.F. Cemetery Town of  Westlake  Item # 8 –   Council Calendar  Town of  Westlake  Item # 9 –  Adjournment  Back up material has not  been provided for this item.