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HomeMy WebLinkAbout06-12-01 TSHC Min MINUTEIS AND CERTIFICATION On June 12, 2001, the Beard 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. Patsy Sharp Member Dr. John Brooks Member Mike Farhat Member all of whom were present. Also present were: Mr. Scott Bradley, Mr. Alien Moon, Mr. Larry Williamson, Mr. Bill Moon, Mr. Charles Haynes, Ms. Mary Midgette and Ms. Ginger Crosswy. President Carter called the i-neeting to order at 6:44 p.m. Mr.Allen Moon explained this item to the Board. There was a motion by Dr. Brooks, seconded by Dr. Sharp, to adopt a resolution approving the amendment of the Bylaws and resolving related matters. The motion carried unanimously. Mr. Bradley gave an update on the negotiations with Leonard Ross and his attorneys concerning the matters in College Station. There was a motion by Dr. Brooks, seconded by Dr. Watson,to accept a deed in lieu of foreclosure in respect to certain properties subject to the Lodgeco R-operties, LTD., obligation. The motion carried unanimously. There was a motion by Mr. "Farhat, seconded by Dr. Brooks, that the Board determines that the annual scholarship rates should be calculated at the variable cost in the facility and if the management company refuses to recognize that formul-, &Zr, thF cost shall be zero_ The variable cast consists of$200.00 make ready cost., a z3card defined dollar amount student activity fee and prior years average food cysts. The motion carried unanimously. There being no further business to come before the Board there was a motion by Dr. Brooks, seconded by Dr. Sharp, to adjourn. The motion carried unanunous!y Finu the meeting was adjourned at 7:38 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 a2 c day of 4A i 2001. ATTEST: J es P. Carter, resi nt Ginger grosswy, Secret MINUTES AND CERTIFICATION On June 12, 2001, 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 duly constituted officers and members of the Board was called and are as follows: Name Title James P. Carter President Worth Blake Vice President Annette Bush Treasurer Dr. Patsy Sharp Member Dr. John Brooks Member Carroll Schubert Member Mike Farhat Member all of whom were present,thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Approving the Amendment of the Bylaws and Resolving Related Matters The Resolution was read by the Board. After due consideration, 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 unanimous vote, The Presiding Officer then declared the Resolution 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 CORRECT and to correctly reflect the duly constituted members of the Board of the TSHC, and the attached copy of the Resolution is hereby certified to be a correct copy of an official copy thereof on file among the official records of the TSHC and such resolution has not been amended and is in full force and effect on this June 12, 2001. �j By: 'LJ [SEAL] Name: Ging Crosswy Title: Secretary MINUTES AND CERTIFICATION—Page I TAM.v l.TSHC RESOLUTION APPROVING THE AMENDMENT OF THE BYLAWS AND RESOLVING RELATED MATTERS WHEREAS, the Texas Student Housing Corporation (the "TSHC") is a nonprofit corporation created pursuant to the Higher Education Authority Act(Chapter 53,Education Code)to act as a duly constituted authority and instrumentality on behalf of the Town of Westlake, Texas(the"Town"); WHEREAS, amendments made to the bylaws of the TSHC are required to be approved by the Board of Aldermen(the"Aldermen Board") of the Town; WHEREAS,the Aldermen Board has approved an amendment to the bylaws in the form of the "Amended and Restated Bylaws(the"Amended and Restated Bylaws"), attached hereto as Exhibit-A; WHEREAS, the Board of Directors (the "Board") has determined that it is in the interest of the TSHC to approve the Amended and Restated Bylaws; and WHEREAS,the meeting at which this Resolution has been considered has been called and held,and public notice of the meeting has been given, in accordance with applicable law; THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING CORPORATION: SECTION 1. Preamble. The preamble of this Resolution is hereby adopted by reference and made part of this Resolution. SECTION 29 Approval of Amended and Restated Bylaws. The Board,acting on behalf of the TSHC, hereby approves the Amended and Restated Bylaws. SECTION 3. Effective Date of Amended and Restated Bylaws. The Amended and Restated Bylaws shall take effect immediately on the adoption of this resolution. PASSED AND APPROVED BY TEXAS STUDEN SING CORP I N, his Juvz- 12, 2001. es P. Cart er,Pr ident RESOLUTION—Page I TAM.v1.TSHC r TOWN OF WESTLAKE RESOLUTION NO. 01-23 A RESOLUTION APPROVING THE AMENDMENT OF THE BYLAWS OF THE TEXAS STUDENT HOUSING CORPORATION, THE, TEXAS STUDENT HOUSING CORPORATION - SAN MARCOS PROJECT, AND THE TEXAS STUDENT HOUSING CORPORATION - COLLEGE STATION PROJECT AND RESOLVING RELATED MATTERS WHEREAS, the Bylaws of the Texas Student Housing Corporation ("TSHC"), the Texas Student Housing Corporation - San Marco Project ("TSHCSMP"), and the Texas Student Housing Corporation - College Station Project ("TSHCCSP") (collectively, the Bylaws of all entities shall be referred to as the "Collective Bylaws") cannot be amended unless and until this Board of Aldermen (the "Board"), as the governing body of the Town of Westlake, Texas (the "Town"), approves such amendments, WHEREAS, each of the TSHC, the TSHCSMP, and the TSHCCSP requests that the Board approve amendments to the Bylaws of each which reduce the number of directors of each from ten to seven and authorize new procedures to be instituted regarding providing student assistance; 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 Chapter 551, Government Code, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Resolution. SECTION 2. This Board hereby finds and determines that it is in the best interest of the Town and its inhabitants that the Collective Bylaws be amended as follows: (a) Section 1.6 of each set of Bylaws of the Collective Bylaws shall be amended by adding at the end of each such section the following sentences: "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs, assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from E each of the Carroll ISD, the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. (b) Section 2.1 of the each set of Bylaws of the Collective Bylaws shall be amended by reducing the membership of the Board to seven Directors. SECTION 3. Each set of Bylaws of the Collective Bylaws, as having been amended from time to time, is hereby ratified and confirmed in the form attached to this Resolution as Exhibit- A, Exhibit-B, and Exhibit-C, and each of the Bylaws, as reflected on such exhibits, shall become effective upon adoption by the respective boards of the TSHC, the TSHCCMP, and the TSHCCSP. SECS. With respect to the memberships on the boards of directors of the TSHC, the TSHCCMP, and the TSHCCSP, the memberships of Mr. Carroll Schubert, Dr. Ted Gillum, and Mr. Charles Bradberry shall be terminated. SECTION 5. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 14 TI DAY OF MAY, 2001. ATTEST: Scott Bradl y, Mayor d6ingerz&ss wy, Town Se etary Trent Petty, Town Manager APPROVED AS TO-FORM; f L. to o , Town ttorney AMENDED AND RESTATED BYLAWS of TEXAS STUDENT HOUSING CORPORATION ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Corporation. The Texas Student Housing Corporation (the "Corporation") shall have all of the powers and authority granted to nonproft corporations under Section 53.35(b),Texas Education Code, as amended (the "Act"). SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors(the"Board")and of committees(if any)of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board(any member,a"Director")or by the Director's authorized agent or by any authorized representative of the Town of Westlake(the "Town"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations")governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to,these Bylaws and the Corporation's Articles of Incorporation(the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees of the Town,under the direction of the Town Manager,subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt(or as promptly thereafter as practicable) from any of its funds available for such payment. SECTION 1.5. Administrative bees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Corporation. SECTION 1.6. Student Assistance Pro am. The Corporation shall promulgate Regulations establishing and providing for the administration of a program designed to provide education and/or housing assistance to deserving students residing in the Keller Independent School District (the "Keller ISD"), the Carroll Independent School District (the "Carroll ISD"), and the Northwest Independent School District (the "Northwest ISD") at the institution(s) of higher education that are aided by the Corporation (the "Student Assistance Program"). The Regulations governing the Student Assistance Program shall provide a preference in the awarding of student assistance to students who reside in the Town (and who otherwise qualify for assistance). The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge securing the Corporation's bonds or other obligations or required for the timely payment of the Corporation's operation and maintenance expenses. "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs,assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from each of the Carroll ISD,the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. BYLAWS—Page 1 TAM.vl.5/11/2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number,Appointment,Tenn,Disqualifications,and Removal of Directors. The Board shall consist of eight Directors. The Directors constituting the initial Board are those specified in the Articles. Subsequent Directors(including Directors filling vacancies)shall be appointed by the governing body of the Town. The term of each Director is two years, provided that a Director shall continue to serve until his/her successor is appointed and assumes office. No officer or employee of the Town may serve as a Director. Any Director may be removed at any time(with or without cause) by the governing body of the Town. SECTION 23. Meetings of Directors. (a) The Board may hold its meetings at any place designated(from time to time)by the Board. In the absence of any designation,meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of a special meeting,any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) 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,or telecopy)not later than two hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of 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 2.4. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board shall constitute a quorum for the transacting of the business of the Corporation. The acs of a majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board,by resolution adopted by a majority of the Directors in office,may designate one or more committees that,to the extent provided in the resolution,shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. BYLAWS—Page 2 TAM.v1.5111/2001 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors,except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary,a treasurer,and such other officers as the Board may from time to time appoint. 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. Each officer shall be appointed by the Board for a term of two years and shall continue to serve until his/her successor is appointed and assumes office. 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. 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, The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. 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,except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice-President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at,the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. The secretary need not be a member of the Board. SECTION 3.6. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board 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 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. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the BYLAWS—Page 3 TAM.vl.5n 1/2001 president and to the Directors an account of all transactions ofthe treasurer and ofthe financial condition ofthe Corporation upon request. SECTION 3.7. Compensation of Officers. Officers 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 IV MISCELLANEOUS PROVISIONS SECTION 4.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 4.2. Resignation. Any Director or any officer of the Corporation 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 so 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 so provided in the instrument of resignation. SECTION 4.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 4.4. Seal. The official seal ofthe Corporation shall be as determined by the Board. 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. SECTION 4.5. 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"arm-length"relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 4.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board,which amendment shall not take effect until approved by the governing body of the Town. SECTION 4.7. 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). BYLAWS—Page 4 TAMM.5r11/2001