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HomeMy WebLinkAbout06-12-01 TSHA Min MINUTES AND CERTIFICATION On June 12, 2001, the Board of Directors (the "Board") of the Texas Student Housing Authority 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. Allen Moon, Mr. Bill Moon, Mr. Larry Williamson, Mr. Scott Bradley, Mr. Charles Haynes, Ms. Mary Midgette and Ms. Ginger Crosswy. President Carter called the meeting to order at 7:38 p.m. Allen Moon explained the purpose of this meeting to the Board. There was a motion by Mr. Farhat, seconded by Ms. Bush,to adopt a resolution approving the Articles of Incorporation and Bylaws of the Authority, appointing officers, designating a principal office, seal and depository, and engaging a Program Administrator, General Counsel, Financial Counsel, and Special Finance Counsel, authorizing action on any other matters lawfully before the Board and resolving related matters with the following changes: (1) The Treasurer and President can designate any bank they think is appropriate, and (2) the General Counsel has agreed to serve with no fee. The motion carried unanimously. There being no further business to come before the Board there was a motion by Dr. Watson, seconded by Mr. Sharp, to adjourn. The motion carried unanimously and the meeting was adjourned at 7:40 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 o day of , 2001. ATTEST: J es P. Carter, Pre ident inger osswy, Secretary MINUTES of the ORGANIZATION MEETING of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING AUTHORITY On June 12, 2001 the Board of Directors (the "Board") of the 'Texas Student Housing Authority (the "Authority") convened in special meeting at the designated meeting place in the Town of Westlake, Texas. The meeting was called by the one or more members of the Board appointed by the Board of Aldermen of the Town of Westlake. The roll of the duly constituted members of the Board was called,which are as follows: James P. Carter Member Worth Blake Member Annette Bush Member Dr. John Brooks Member Dr. Forrest Watson Member Dr. Patsy Sharp Member Mike Farhat Member and all of these persons 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 Bylaws of the Authority, 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 unanimous vote. 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 file among the official records of the Board and such resolution has not been amended and is in full force and effect. By: Name: Gin r Crosswy Title: Town Secretary [SEAL] MINUTES OF THE ORGANIZATION MEETING -Page I 'PAM.v 1 A RESOLUTION APPROVING THE BYLAWS OF THE AUTHORITY, 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 AUTHORITY: WHEREAS,The Town of Westlake(the"Town")has authorized the creation of the Texas Student Housing Authority; and WHEREAS, The Board of Aldermen of the Town has approved the Bylaws attached hereto. Bylaws The Board first considered the adoption of bylaws for the Authority. The bylaws, in the form of a document entitled 'Bylaws of the Texas Student Housing Authority" (a copy of which is attached to these Minutes), which were approved by the Board of Aldermen of the Town,were presented to the Board. By motion duly made, seconded, and carried by a majority vote of all directors present, the Board adopted the bylaws and directed that a copy of the bylaws be filed in the official records of the Authority. Officers The Board next considered the matter of appointing officers of the Authority, 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: 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 Authority. By 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 Authority. Seal The Board next considered the matter of adopting the seal of the Authority. A seal was presented to the Board, consisting of two concentric circles containing the name of the Authority 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. ACKNOWLEDGEMENT OF NOTICE—Page 1 DMSWORKl DAL Dallas 432291 -3-.4.DOC Designation of Depository The Board next considered the designation of a depository bank for the Authority. By motion duly made, seconded, and carried by majority vote of all directors present it was determined that the Treasurer and President can designate any bank they think is appropriate. Engagement of Program Administrator, General Counsel, Financial Advisor, Finance Counsel,and Special Finance Counsel The Board next considered the engagement of a general counsel, financial advisor, finance counsel, and special finance counsel for the Authority. 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 Authority 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 terms. Mr. Bradley, General Counsel, has agreed to serve without compensation. Authorizing Action on other Matters Lawfully before the Board This Board is authorized to take action on any other matter lawfully before the Board. Adjournment There being no further business before the Board, the meeting was adjourned. APPROVED. June 12, 2001. Title: esident N e: James P. Carter By: Title: SecreiGry Name: Ginger Crosswy [SEAL] ACKNOWLEDGEMENT OF NOTICE -Page 2 DMSWORKI—DAL_Dallas 432291_3-:4.DOC BYLAWS of TEXAS STUDENT HOUSING AUTHORITY ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Authority. The Texas Student Housing Authority(the"Authority")shall have all of the powers and authority granted to an authority under the Higher Education Authority Act,Chapter 53,Texas Education Code, as amended(the "Act"). SECTION 1.2. Records. The Authority 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 Authority, by action of the Board, may promulgate regulations (the "Regulations")'governing the Authority's operation. The Regulations shall not conflict with, and shall be subject to,these Bylaws. SECTION 1.4. Staffing Functions. Staff functions of the Authority may be performed by employees of the Town,under the direction of the Town Manager,subject to payment by the Authority of the actual costs ofthe staff functions to be performed, as from time to time may be billed to the Authority by the Town. The Authority 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 Fees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Authority and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Authority. SECTION 1.6. Student Assistance Program. The Authority 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 Authority (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 Authority that are not subject to a lien and/or pledge securing the Authority's bonds or other obligations or required for the timely payment of the Authority'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 I TAM.v 1.5/11/2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Authority. The Board is responsible for the management of the Authority. SECTION 2.2. Number,Appointment,Term,Disqualifications,and Removal of Directors. The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Ordinance adopted on May 14,2001,among other things appointing the members of the Authority. 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 Directors Any Director may be removed at any time(with or without cause)by the governing body of the Town. SECTION 2.3. 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 Authority. 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 Authority 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 Authority. The act 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 taw 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 Authority. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Authority may be designated by resolution of the Board or by the president of the Authority,and membership on any committee need not be limited to Directors. BYLAWS—Page 2 TAM.v 1.511112001 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 IlI OFFICERS SECTION 3.I. Office Titles. The officers ofthe Authority shall be a president,avice 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, Tenn,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 Authority and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Authority. 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 ofthe Authority 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 Authority. 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. SecrglM. The secretary shall have charge of the records and correspondence of the Authority 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 ofthe Board relating to the issuance of bonds or other obligations ofthe Authority 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 Authority and shall deposit them to the credit of the Authority 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 ofthe funds and other property belonging to the Authority and of all receipts and disbursements of the Authority. 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 Authority and shall also make such transfers and other dispositions of the securities of the Authority as may be ordered by the Board. (e) 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 president and to the Directors an account of all transactions of treasurer and ofthe financial condition of the Authority upon request. BYLAWS—Page 3 TAMM.5/1112001 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. These Bylaws shall take effect upon their adoption by the Board. SECTION 4.2. Resignation. Any Director or any officer of the Authority 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 Authority. 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 Authority shall be the annual period determined by resolution of the Board. SECTION 4.4. Seal. The official seal of the Authority shall be as determined by the Board. The seal shall not be necessary to the proper execution by the officers of the Authority of any document or instrument unless otherwise specified by the Board. SECTION 4.5. Special Requirements. The Authority shall comply with the following special requirements; (a) The Authority shall maintain its books and records separate and apart from any other legal entity. (b) The Authority shall not commingle its assets with the assets of any other legal entity. (c) The Authority shali maintain financial records separate from any other legal entity. (d) The Authority shall maintain an"arm-length"relationship with all other legal entities except as it otherwise required by law. (e) The Authority 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 Authority. 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.sn 1/2001 ORDINANCE NO. 390 AN ORDINANCE RATIFYING AND CONFIRMING THE CREATION, APPOINTING MEMBERS OF BOARD, APPROVING BYLAWS OF THE TEXAS HIGHER EDUCATION AUTHORITY, AND RESOLVING RELATED MATTERS. WHEREAS, on January 23, 1995, the Board of Aldermen (the "Board"), as the governing body of the Town of Westlake, Texas (the "Town"), adopted.Ordinance 233, attached hereto as Exhibit-A, creating the Texas Student Housing Authority (the "TSHA") and appointed the members of the board thereof(the"TSHA Board"); WHEREAS,the Board hereby ratifies and confirms the adoption of Ordinance 233 and the creation of the THSA; WHEREAS, the Board hereby approves the TSHA Bylaws (the "TSHA Bylaws") in the form, attached hereto as Exhibit-B, and appoints the members of the TSHA Board; WHEREAS, the meeting at which this Ordinance 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 ORDAINED BY THE CITY COUNCIL OF THE 'TOWN V4'ESTLAKE, TEXAS: SECTION 1. The findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Ordinance. SECTION 2. This Board hereby ratifies and confirms the creation of the TSHA pursuant to Ordinance 233. SECTION 3. The Board hereby approves the TSHA Bylaws and appoints, as members of the TSHA Board,the individuals as follows: Name Title James P. Carter Member Worth Blare Member Annette Bush Member Dr. Patsy Sharp Member Dr. John Brooks Member Dr. Forrest Watson Member Mike Farhat Member SECTION 4. This Ordinance shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 14""DAY OF MAY, 2001. Scott Bradley, Mayor ATTEST: finger gYosswy, Town S etary Trent Petty, Town Manag6r APPROVED AS TO FORM: _3 L. ton Lo , T n Atto 4Pfd.9,e,57/(,b. 23: r AN ORDINANCE CREATING A HIGHER EDUCATION AUTHORITY, APPOINTING THE INITIAL BOARD OF DIRECTORS THEREOF, AND RESOLVING RELATED MATTERS WHEREAS, the Higher Education Authority Act (Chapter 53 of the Education Code) (the "Act") authorizes a city to create a higher education authority if the : ?ty's governing body finds that the creation of the higher education authority is in the best interest of the city and its inhabitants; WHEREAS, such a higher education authority would be a -ody politic and corporate having no taxing power; WHEREAS, such a higher education authority would be authorized under the Act (among other things)to acquire, construct, improve, operate, maintain, and refinance education facilities and housing facilities and to contract with private companies to manage such facilities;. WHEREAS, the Act authorizes a higher education authority to issue revenue bonds to provide funds for its purposes, and such bonds would not constitute obligations (whether special, general, or moral) of the creating city or of the State of Texas or of any other political subdivision thereof; WHEREAS, this Board of Alderman hereby finds that the creation of a higher education authority pursuant to the Act is in the best interest of the Town of Westlake and its inhabitants, and this Board of Alderman, by adoption of this Ordinance, intends to take all action necessary to create a higher education authority pursuant to the Act; WHEREAS, the meeting at which this Ordinance 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 ORDAINED BY THE BOARD OF ALDERMAN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The statements and findings in the preamble of this Ordinance are hereby adopted and made part of this Ordinance. SECTION 2. This Board of Alderman hereby creates a higher education authority pursuant to the Act and designates the name of such higher education authority to be "Texas Student Housing Authority" (the "Authority"). SECTION 3. The board of directors of the Authority shall consist of nine members. The individuals identified in Exhibit A to this Ordinance (which is hereby incorporated and made a part hereof), none of whom is an officer or employee of the Town of Westlake, are hereby appointed as the initial directors of the Authority. The respective directors of the Authority shall serve for two-year terms and until their respective successors are appointed and assume office, SECTION 4. The Ordinance adopted by this Board of Alderman on January 9, 1995 relating to the creation of the Authority is hereby repealed. SECTION 5. This Ordinance shall take effect immediately upon its adoption. DFFOF759 24799/4 EXHIBIT A Initial Directors of the Texas Student Housing Autharit Name Address Bill Wolston 18501 SH 114 Justin, Texas 76247 Bob Minyard 4100 Aspen Lane Westlake, Texas 76262 James P. Carter 204 Fresh Meadow Drive Trophy Club, Texas 76262 Cary G. Wall 770 North Peytonville Boulevard Southlake, Texas 76092 Carroll Schubert 613 Northwest Loop 410, Suite 900 San Antonio, Texas 78216 Forrest Watson 328 Lorine Keller, Texas 76248 William R. Branum 1201 North Carroll Southlake, Texas 76092 Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 Abe A. Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 DFFOE759 2479914