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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