HomeMy WebLinkAbout03-30-98 TSHC Min (2) MINUTES AND CERTIFICATION
On March 30, 1998, the Board of Directors (the "Board") of the Texas Student
Housing Corporation (the "TSHC") convened in a public meeting at the designated
meeting place in Westlake, Texas. The roll of the duly constituted officers and members
of the Board was called, which are as follows:
Name Title
James P. Carter President
Worth Blake Vice President
Annette Bush Treasurer
Dr. Forrest Watson Member
Charles Bradberry Member
Dr. Patsy Sharp Member
Dr. John Brooks Member
Dr. Ted Gillum Member
Carroll Schubert Member
all of whom were present except Dr. Ted Gillum, Dr. John Brooks, Mr. Charles
Bradberry and Mr. Carroll Schubert thus constituting a quorum. Also present were: Mr.
Scott Bradley and Ms. Ginger Crosswy.
President Carter called the meeting to order at 6:50 p.m. There was a motion by
Ms. Bush, seconded by Dr. Sharp, to approve the minutes from the meeting held on
March 23, 1998, as presented. Motion carried unanimously.
General Counsel Scott Bradley presented and explained a resolution authorizing
the sale, subject to certain conditions, of the Madison House dormitory facility located in
Austin, Texas; authorizing the president to execute documents effecting the sale of the
Madison House; and resolving related matters. Dr. Sharp questioned the legality of
selling this property after receiving a letter from the building official of the City of Austin
listing several items concerning this property that are not up to code. Mr. Bradley stated
that as long as we notified the new owners of the letter outlining the violations, and
notify the building inspector of the sale, the property can be legally sold. Mr. Blake
wanted to make sure that Charles Haynes, the Board's CPA, would receive payment for
the audit that is in progress. Mr. Bradley told the Board that the buyer would need the
audit to justify that it has tax exempt income from the project and therefore would have
to pay Mr. Haynes before receiving the final audit. Mr. Bradley reported that he had
alerted Mr_ Haynes to the fact that the fees for the audit are payable from project
revenues, and that it is Mr. Haynes' responsibility to collect from the project not from
the TSHC. Mr. Blake asked Mr. Bradley if the Corporation is incurring any additional
legal fees due to this sale. Mr. Bradley told the Board that he is not charging the
Corporation for his work in negotiating and documenting this sale, and that the buyer is
paying Finance Counsel Thomas Allen Moon $10,000 and Jenkens & Gilchrist $5000
for their services in connection with the aborted acquisition of the Contessa property.
After many more questions, there was a motion by Dr. Sharp, seconded by Ms. Bush, to
adopt the Resolution, with attachments, as presented by counsel. The motion carried
unanimously. The Resolution is attached to these minutes and is incorporated by this
reference.
There being no further business to bring before the Board, the meeting was
adjourned at 7:30 p.m.
- MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and
to correctly reflect the duly constituted officers and members of the Board, and is hereby
certified to be a correct copy of an official copy thereof, on file among the official records
of the Board, on this the 17`h day of September, 1998.
[SEAL]
J s P. Carter, Pr'94dent
ATTEST:
`Ginger GJbsswy, Secretary R