HomeMy WebLinkAbout12-16-00 TSH San Marcos Min MINUTES AND CERTIFICATION
On December 16, 2000, the Board of Directors (the "Board") of the Texas
Student Housing Corporation — San Marcos Project 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 Blare 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
Mike Farhat Member
all of whom were present except Mr. Bradberry, Dr. Watson, Dr Gillum and Mr.
Schubert. Also present were: Mr. Scott Bradley, Mr. Allen Moon, Mr. Larry
Williamson, Mr. Bill Moon, Mr. Trent Petty and Ms. Ginger Crosswy.
President Carter called the meeting to order at 9:46 a.m.
Allen Moon explained to the Board that there were two resolutions to consider
today. The first being a Resolution approving the Articles of Incorporation and Bylaws
of the Corporation, appointing officers, designating a principal office, seal and
depository, and engaging a General Counsel, Financial Advisor, Finance Counsel, and
Special Finance Counsel, authorizing action on any other matters lawfully before the
Board, and resolving related matters. There was a motion by Dr. Sharp, seconded by Mr.
Blake, to adopt this resolution. After much discussion the motion carried unanimously.
The second resolution is a Resolution authorizing the acquisition, financing, and
management of a Student Housing Project, including related facilities, located near
Southwest Texas State University, approving the form and substance of and authorizing.
the execution and delivery of the documents appropriate to effect the acquisition,
financing and management of the project, and resolving related matters. There was a
motion by Dr. Brooks, seconded by Dr. Sharp, to adopt this resolution. After a lengthy
discussion the motion carried unanimously.
Mr. Petty of Petty and Associates, explained his proposal to act as manager of the
project to the Board.
After a short discussion there was a motion by Dr. Sharp, seconded by Mr. Farhat,
to employee Ginger Crosswy as Secretary to the Board at $20.00 per hour. The motion
carried unanimously.
Dr. Brooks suggested that at the next meeting the Board receive a report on the
legal liability coverage for the Board members and formalize the Boards relationship with
Petty&Assoc.
There was a motion by Dr. Sharp, seconded by Mrs. Bush, to adjourn. The
motion carried unanimously and the meeting was adjourned at 11:07 a.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 19th day of March, 2001.
ATTEST: es P. Carter, ent
ding Crosswy, Secret
MINUTES of the ORGANIZATION MEETING
of the BOARD OF DIRECTORS of the
TEXAS STUDENT HOUSING CORPORATION- SAN MARCOS PROJECT
On December 16, 2000 the Board of Directors (the "Board") of the Texas Student Housing Corporation-
San Marcos 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, and notice of
the meeting, giving the time, place, and purpose thereof, was mailed to each member of the Board as
prescribed by the Texas Non-Profit Corporation Act. 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
Carroll Schubert Member
Dr. Ted Gillum Member
Charles R. Bradberry Member
Dr. Forrest Watson Member
Dr. Patsy Sharp M_�bltr-
Mike Farl!at i= _r;ber
and all of these persons were present, except the following absentees: Dr. Ted Giiium, Mr. Carroll
Schubert, Mr. Charles R. Bradberry and Dr. Forrest Watson, thus constituting a quorum of the Board.
Among other business,a wriitcn 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 General Coactsel, Financial Advisor,
Finance Counsel, and Special Finance Counsel, Authorizing Action on any other Matters Lawfully before
the Board, and Resolving Related?Y'atters
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 or the Board, and the Resolution was adopted by unanimous vote:
The Presiding Officer then de.ciared the Resolution to be adopted.
The persons are the duly chosen,qualified, and acting officers and rnembers of the Board
as indicated here";.
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.
B _ y
rA
[SEAL] Name:Gi r Crosswy
Title: Secretary
MINUTES AND CERTIFICATION—Page 2
DALLAS2 735957w1 29841-00010
A RESOLUTION APPROVING THE ARTICLES OF INCORPORATION AND BYLAWS OF THE
CORPORATION, APPOINTING OFFICERS, DESIGNATING A PRINCIPAL OFFICE, SEAL, AND
DEPOSITORY, ENGAGING A 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—San Marcos Project:
WHEREAS,The Town of Westlake(the"Towel')has authorized the creation of the Texas Student Housing
Corporation—San Marcos Project; 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 - San Marcos Project" (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 Corporation.
Officers
The Board next considered the matter of appointing officers of the 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:
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. By motion duly
made, seconded,and carried b t
Suite 207, Westlake, Y majorigy vote Of all directors s
Texas 76262 as the Principal o Present, the Bo
ircle,
P f ice of the Corporat.
Sea!
The Bo /
and next considered the rf
Board, co nsistin matter ofado t
circles g of °concentric p itrg the Seal the
five-pointed star circles coma rporationa A to the
vote of and the word °'Text °, mmg the name f the Corporatiorbr of the
directors present, the Board adopted the sea Ot an d
appears at e end of Y made, seconded, ajority
these Minutes. � esented.
An imprint fadopted
Designation IL)epository The Board next consr
seconded, and c red the designation of de osito
arried b a ry bank for
the depository bank for gh J°rity vote Of all di r ctors the Corporation cly made,
Cor�ioration. Present, Frost Bank, was desk Board as
Eng ement of enera! Counsel, Financial
Fin co C nsei Advisor,
The Board next considered and Special Finance Counsel
special finance counsel far the en a ent of a
of all directors the Co ratio general counsel, financial adviso caunsel, and
Willi Present, the Bo d decid By motion duly made s
amson, as fnancial adviso to engage seconded, and cajority vote
P• C•, as special finance coups , Thomas All e g ge Scott Bradle
and�. Bradle for the Co Moon,Esq., as fin y, Esq° as g�nsel, Larry
Y, Mr. Willi rPorat n once Counsel, anl&Gilchrist,
the President to a under terms to be mutual! a
app a son' Mr.Moan, and y gran the Board
ngagement letter settin nkens&Gilchrist, P, C,, respedd authorized
g rth the terms.
A orizing Action on other Matters
This Board is author°zed to awfully before the Bo
take action ar(
on any other matter Ia
fully before the Boar(
There bein Adjournment
g n further business before the Board, the
meeting was 'QUrned.
APPROV :December 16
, 2000.
[SEAL Title: President
Name:James P. Carter
By:
Title: Secretary —
Name:Ginger Crosswy
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 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 Corporation. By motion duly made, seconded, and carried by majority vote
of all directors present, the Board decided to engage 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 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.
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 jeurned.
r
APPROVED: December 16, 2000.
Title: President
Name: James P. Carter
[SEAL
By:
Title: Secretary
Name: Ginger Crosswy
Form of Notice
NOTICE of ORGANIZATION MEETING of the BOARD OF DIRECTORS
of the
TEXAS STUDENT HOUSING CORPORATION- SAN MARCOS PROJECT
The incorporators of the Texas Student Housing Corporation--San Marcos Project have called a meeting
for the purpose of organizing such corporation to begin at (a. m./p. m.)on December _, 2000, at
,West4
Texas.
The agenda will include consideration of the following.
1. approval of articles of incorporation,
2. adoption of bylaws,
3. election of officers,
4. establishment of a principal corporate office,
5. adoption of a corporate seal,
6. designation of a depository bank,
7. engagement of a general counsel, financial advisor,finance counsel, and special finance counsel, and
8. a resolution authorizing the acquisition, financing, and management of certain education-related
housing facilities,the execution and delivery of certain documents in connection therewith,and
resolving related matters.
MINUTES AND CERTIFICATION
On December 16,2000,the Board of Directors(the"Board")of the Texas Student Housing Corporation-San
Marcos Project(the"TSHCSMP")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. Forrest Watson Member
Charles Bradberry Member
Dr. Patsy Sharp Member
Dr. Jahn Brooks Member
Dr. Ted Gillum Member
Carroll Schubert Member
Mike Farhat Member
all of whom were present except the following: Mr. Bradberry,Dr. Watson, Dr. Gillum and Mr. Schubert,thus
constituting a quorum.
Among other things, the Board considered the written resolution as follows:
A Resolution Authorizing the Acquisition, Financing, and Management of a Student Housing
Project,Including Related Facilities,Located near Southwest Texas State University,Approving the
Form and Substance of and Authorizing the Execution and Delivery of the Documents Appropriate
to Effect the Acquisition,Financing,and Management ofthe Project,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 TSHCSMP,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 TSHCSMP and such resolution has not been amended
and is in full force and effect on this December 16, 2000.
MINUTES AND CERTIFICATION—Page 1
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By.
[SEAL] Name: Gu1g,r Crasswy
Title; Secretary
MINUTES AND CERTIFICATION--Page 2
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RESOLUTION
AUTHORIZING THE ACQUISITION,FINANCING,AND MANAGEMENT OF A STUDENT
HOUSING PROJECT,INCLUDING RELATED FACILITIES,LOCATED NEAR SOUTHWEST
TEXAS STATE UNIVERSITY, APPROVING THE FORM AND SUBSTANCE OF, AND
AUTHORIZING THE EXECUTION AND DELIVERY OF THE DOCUMENTS APPROPRIATE
TO EFFECT THE ACQUISITION, FINANCING,AND MANAGEMENT OF THE PROJECT,
AND RESOLVING RELATED MATTERS
WHEREAS,the Texas Student Housing Corporation—San Marcos Project(the"Borrower")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,among other things,to acquire,
finance, and operate student housing facilities;
WHEREAS,the Board of Directors(the"Board")of the Borrower hereby finds that it is in the interest of
Borrower to acquire a student housing facility and related facilities(the"Project")located near Southwest Texas State
University;
WHEREAS,the Board has examined the proposed forms of the Contract for Sale,the Loan and Financing
Agreement, the Promissory Note, the Deed of Trust, Security Agreement, Assignment of Rents, the Reserve and
Replacement Agreement,the Asset Management Agreement,the Property Management and Leasing Agreement,and
Letter Agreement with Southwest Texas State University(collectively,together with all documents contemplated
thereby and all other documents required to effect the acquisition,financing,and management of the Project,such
documents shall be referred to as the"Transaction Documents")and the Indenture and the Servicing Agreement and
has found the form and substance of such documents to be satisfactory and proper;
WHEREAS, the Board has determined to acquire,finance,and manage the Project in accordance with the
Transaction Documents and the Indenture and Servicing Agreement by authorizing the execution and delivery of the
Transaction Documents and taking other actions as may be necessary and convenient to effect the transactions
contemplated by the Transaction Documents;
WHEREAS,the Board hereby finds that the Project shall be acquired,financed,and managed on the terms
and subject to the conditions contained in this resolution(the"Resolution")and the agreements authorized hereby;
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—SAN MARCOS PROJECT:
SECTION 1. Preamble.
The preamble of this Resolution is hereby adopted by reference and made part of this Resolution.
SECTION 2. Findings.
The Board, acting on behalf of the Borrower, hereby finds (solely for its own purposes to facilitate
accomplishing the purposes of this Resolution)that the acquisition and management of the Project is in furtherance of
RESOLUTION—Page 1
DALLA52 735967v1 29841-40010
the public purposes of the Act.
SECTION 3. Authorization of the Acquisition,Financing,and Management of the Project Pursuant to the
Transaction Documents.
The Board hereby authorizes and approves the acquisition, financing, and management of the Project
pursuant to,and the performance of its duties under,the Transaction Documents.
SECTION 4. Terms of Acquisition.
The Borrower hereby authorizes the acquisition of the Project for an amount not to exceed$ ,to
be paid from the proceeds of a loan to be made under the Loan and Financing Agreement, and on the terms and
conditions as contained in the Transaction Documents..
SECTION 5. Conditions to Entering into the Transaction Documents.
The Borrower shall not enter into the Transaction Documents unless and until the following conditions are
satisfied:
(1) The President and General Counsel of the Borrower (the "Authorized Representatives") shall
approve,in form and substance,any changes to the Transaction Documents,which approval shall be
evidenced conclusively,with respect to the President,by his execution thereof,and,with respect to
the General Counsel, by his written statement to that effect.
(2) The Financial Advisor shall certify to the Board that the terms of the Transaction Documents are
commercially reasonable.
(3) The Finance Counsel shall deliver an opinion to the Board to the effect that the Board has taken all
appropriate action to authorize the execution and delivery of the Transaction Documents, and the
Transaction Documents,subjectto customary creditor rights exceptions,are enforceable and binding
obligations of the Borrower.
SECTION 6. Authorized Officers.
The President or the Vice President are each hereby authorized to execute and deliver the Transaction
Documents. Each of the members and the officers of the Borrower(each as an authorized officer),Scott Bradley,as
the General Counsel,Larry Williamson,as the Financial Advisor,Thomas Allen Moon,as the Finance Counsel,and
Jenkens&Gilchrist,P.C.,as the Special Finance Counsel, is hereby authorized to execute and deliver certifications
as to facts,estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the
Borrower's behalf,to;
(1) do all things necessary or convenient to effect the acquisition,financing,and management of the Project
and to carry out the terms and purposes of this Resolution, including(without limitation)the execution
and delivery of all agreements and other documents and papers, whether or not mention herein,
contemplated to be delivered in connection therewith;
(2) perform all duties and functions of the Borrower under the Transaction Documents and this Resolution in
order to accomplish the purposes thereof; and
RESOLUTION—Page 2
DALLAS2 735967vl 29 841-00010
(3) certify as to the accuracy of any information about the Borrower that is contained in the Transaction
Documents.
SECTION 7. Power to Revise Form of Documents.
Notwithstanding any other provision of this Resolution,the President or Vice President of the Borrower are
each authorized to make or approve such revisions in the form of documents attached hereto as exhibits as, in the
opinion of the General Counsel and Finance Counsel,may be necessary or convenient to carry out the purposes ofthis
Resolution; and the approval of such changes shall be conclusively established by such officers' execution of the
documents.
SECTION 8. Effective Date of Resolution.
This Resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED BY TEXAS STUDENT HOUSING CORPORATION— SAN MARCOS
PROJECT,this December—,2000.
P esident
RESOLUTION[—Page 3
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