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HomeMy WebLinkAbout06-11-02 TSH MSU Min (2) MINUTES of the ORGANIZATION MEETING of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING CORPORATION-- MSU PROJECT On June 11,2002 the Board of Directors(the"Board")of the Texas Student Housing Corporation-MSU Project (the "Corporation") convened in special meeting at the designated meeting place in the Town of Westlake, Texas. The meeting was called by the incorporators of the Corporation. The roll of the duly constituted members of the Board was called, which are as follows: Name Title Absent James P. Carter President Worth Blake ''Dice President Annette Bush Treasurer Dr. John Brooks Member Becky Rogers Member XX Dr. Forrest Watson Member Mike Farhat Member and all of these persons, except for those indicated above as being absent, were present, thus constituting a quorum of the Board. Among other business, a written Resolution bearing the following caption was introduced: A Resolution Approving the Articles of Incorporation and Bylaws of the Corporation, Appointing Officers, Designating a Principal Office, Seal, and Depository, and Engaging a Program Administrator, General Counsel,Financial Advisor,Finance Counsel,and Special Finance Counsel,Authorizing Action on any other Matters Lawfully before the Board, and Resolving Related Matters The Resolution was read by the Board. After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote: AYES: 6 NOES: 0 ABSTENTIONS: 0 The Presiding Officer then declared the Resolution to be adopted. The persons named herein are the duly chosen,qualified,and acting officers and members of the Board as indicated herein. Each of the officers and members of the Board was duly and sufficiently notified officially and personally, in advance,of the time,place,and purpose of the aforesaid meeting and that the resolution would be introduced and considered for adoption at the meeting. The meeting was open to the public,and public notice of the time,place,and purpose of the meeting was given all as required by Chapter 551 of the Texas Government Code. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted members of the Board, and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof,on fide among the official records of the Board and such resolution has not been amended and is in full force and effect. By: , Name: Gin Cross"vy Title: Secretary 2 MINUTES OF THE ORGANIZATION MEETING - Page TAM.v 1.TSHC-MSU..4/5!2002 A RESOLUTION APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS OF THE CORPORATION, APPOINTING OFFICERS, DESIGNATING A PRINCIPAL OFFICE, SEAL, AND DEPOSITORY, ENGAGING A PROGRAM ADMINISTRATOR, GENERAL COUNSEL, FINANCIAL ADVISOR,FINANCE COUNSEL,AND SPECIAL FINANCE COUNSEL,AUTHORIZING ACTION ON ANY OTHER MATTERS LAWFULLY BEFORE THE BOARD, AND RESOLVING RELATED MATTERS NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION—MSU PROJECT: WHEREAS, The Town of Westlake (the "Town") has authorized the creation of the Texas Student Housing Corporation --MSU Project(the"Corporation"); and WHEREAS,The Board of Aldermen of the Town has approved the Articles of Incorporation and Bylaws attached hereto. ARTICLES OF INCORPORATION The first matter to come before the Board was the consideration of the approval of the articles of incorporation of the Corporation as filed with the Secretary of State of the State of Texas. By motion duly made, seconded, and carried by a majority vote of all directors present, the Board approved the articles of incorporation and directed that a copy of the articles of incorporation and the certificate of incorporation received from the Secretary of State be filed in the official records of the Corporation. BYLAWS The Board next considered the adoption of bylaws for the Corporation. The bylaws, in the form of a document entitled "Bylaws of the Texas Student Housing Corporation --MSU Project" (a copy of which is attached to these Minutes),which were approved by the Board of Aldenren of the Town,were presented to the Board. By motion duly made, seconded, and carried by a majority vote of all directors prescot, the Board adopted the bylaws and directed that a copy of the bylaws be filed in the official records of the Corporation. OFFICERS The Board next considered the matter of appointing officers ofthe Corporation, including a president,a vice president,a secretary,and a treasurer. By motion duly made,seconded,and carried by majority vote of all directors present, in each instance, the Board appointed the following officers: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Ginger Crosswy Secretary Each appointed officer accepted his/her office. PRINCIPAL CORPORATE OFFICE The Board next considered the establishment of a principal office for the Corporation. Fay motion duly made,seconded,and carried by majority vote of all directors present,the Board established 3 Village Circle, Suite 207, Westlake, Texas 76262 as the principal office of the Corporation. SEAL The Board next considered the matter of adopting the seal of the Corporation. A seal was presented to the Board,consisting of two concentric circles containing the name of the Corporation and in the center of the circles a five-pointed star and the word"Texas." By motion duly made,seconded,and carried by majority vote of all directors present,the Board adopted the seal as presented. An imprint of the seal thus adopted appears at the end of these Minutes. DESIGNATION OF DEPOSITORY The Board next considered the designation of a depository bank for the Corporation. By motion duly made,seconded,and carried by majority vote of all directors present,Frost Bank was designated by the Board as the depository bank for the Corporation. ENGAGEMENT OF PROGRAM ADMINISTRATOR, GENERAL COUNSEL, FINANCIAL ADVISOR, FINANCE COUNSEL, AND SPECIAL FINANCE COUNSEL The Board next considered the engagement of a program administrator, general counsel, financial advisor, finance counsel, and special finance counsel for the Corporation... By motion duly made, seconded, and carried by majority vote of all directors present,the Board decided to engage Petty&Associates, Inc.,as program administrator,Scott Bradley,Esq.as general counsel,Larry Williamson,as financial advisor,Thomas Allen Moon, Esq., as finance counsel, and Jenkens & Gilchrist, P. C., as special finance counsel for the Corporation under terms to be mutually agreed between the Board and Petty&Associates, Inc.,Mr. Bradley, Mr. Williamson, Mr. Moon, and Jenkens & Gilchrist, P. C., respectively, and authorized the president to approve an engagement letter setting forth the tenns. AUTHORIZING ACTION ON OTHER MATTERS LAWFULLY BEFORE THE BOARD This Board is authorized to take action on any other matter lawfully before she Board. Adjournment There being no further business before the Board, the meeting was adjourned. APPROVED.:=-J`une,l` 2002. B By ` . Nam arries P. Carter Name: Oingei° rosswy Title: President Title: Secretary [SEAL] 4 ACKNOWLEDGEMENT OF NOTICE TAM.4.8.2002