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HomeMy WebLinkAbout09-23-97 TSHC Min MINUTES AND CERTIFICATION On September 23, 1997 the Board of Directors (the "Board") of the Texas Student Housing Corporation 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 Dr. John Brooks Member Dr. Ted Gillum Member Dr. Patsy Sharp Member Dr. Charles Bradberry Member Carroll Schubert Member all of whom were present except the following absentee(s): Dr. Forrest Watson, Dr. John Brooks, Dr. Ted Gillum and Dr. Charles Bradberry, thus constituting a quorum. Also present were: Allen Moon, Bill Moon, Scott Bradley, Larry Williamson and Ginger Crosswy. President Carter called the meeting to order at 5:55 p.m. and asked for a motion to ratify the previous appointment of a financial advisor. Motion by Carroll Schubert, seconded by Dr. Sharp, to ratify the appointment of Larry Williamson as the Board's financial advisor that was made at the last meeting. Motion carried unanimously. President Carter told the Board that Dr. Brooks has told him that the Northwest ISD Board is concerned about rumors concerning the actions of this Board. The Board asked President Carter to make an appearance in front of all three School Boards to answer any questions about fees that this Corporation has paid to any consultants. The next item on the agenda is to ratify the minutes from all previous Board meetings as follows: April 10, 1995, July 19, 1995, December 19, 1995, January 30, 1996, March 12, 1996, May 22, 1996, July 2, 1996, August 21, 1996, October 5, 1996, January 30, 1997, March 6, 1997, April 8, 1997 and August 27, 1997. Carroll Schubert stated that he was present at the meeting held on May 22, 1996, but the minutes show him as absent. President Carter told the secretary that the minutes from the meetings held on May 22, 1996 and April 18, 1997, show an incorrect date. Motion by Worth Blake, seconded by Carroll Schubert, to ratify all of the minutes with the above corrections. Motion carried unanimously. President Carter announced to the Board that the Westlake Board of Aldermen have appointed Dr. Patsy Sharp and Annette Bush to fill the two vacancies on the Board. He also told the Board that Mr. Jim Milner said he appreciated being considered, but he has declined to serve due to the press of business at this time. The appointments of Dr. Sharp and Mrs. Bush fill all the vacancies. President Carter told the Board that he has received two audit proposals for the year ending August 31, 1997. Those proposals are from Charles Haynes, CPA and Thompson Derrig and Slovacek. The latter firm performed the audit last year. After much discussion as to both proposals, a motion was made by Worth Blake, seconded by Dr. Sharp, to engage the firm of Charles Haynes, CPA to perform the audit on the College Station properties and the Austin property for the year ending August 31, 1997. Motion carried unanimously. After much discussion as to the problems the Board members and the advisors are having with the management company at the Madison House in Austin, it was decided that President Carter will ask Steve Ross of SSRS, Inc. to present a proposal for taking over the management of the property in Austin. Motion by Worth Blake, seconded by Dr. Sharp, to engage Bill Moon of Jenkens & Gilchrist to represent the Board by writing a letter to the management company in Austin giving them thirty days to comply with the management agreement and other financing documents. Motion carried unanimously. Mayor Bradley asked Allen Moon the status of the minimum payment due on the A&M properties. Mr. Moon explained that there were two options: ask Leonard Ross to waive the default or ask Bill Davis to rewrite the minimum payment schedule and present it to the Board for approval. There being no other business to come before the Board the meeting was adjourned at 5:00 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 12d' day of November, 1997. James P. Carter, Pr sident [SEAL] ` ATTEST: Ginger osswy, Secretary 2