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Home My WebLink About01-15-01 TSH College Station Min MINUTES AND CERTIFICATION On January 15, 2001, the Board of Directors (the "Board") of the Texas Student Housing Corporation — College Station 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 Blake 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. Sharp, 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 8:22 p.m. There was a motion by Dr. Brooks, seconded by Ms. Bush, to adopt 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. The motion carried unanimously. There w,,as a ,,oti n by Dr. Brooks, seconded by Mr. Blake, to adjourn. The motion carried"nanimously and the meeting adjourned at 8:26 p.m. M114UTES 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: LJafhes P. Carter,Pr ident ZL--3 4.6me Binger Cyr sswy, Secretary MINUTES of the ORGANIZATION MEETING of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING CORPORATION -COLLEGE STATION PROJECT On January 15, 2001, the Board of Directors (the "Board") of the Texas Student Housing Corporation - College Station 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 Member Mike Farhat Member and all of these persons were present, except the following absentees: Mr. Schubert, Dr. Gillum, Mr. Bradberry and Drs Sharp,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 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: _ NOES: ABSTENTIONS: �T The Presiding Officer then declared the Resolution to be adopted. 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, on this 15th day of January, 2001. By: [SEAL] itle ecretary Name: Ginger Crosswy MINUTES OF THE ORGANIZATION MEETING - Page I DALLAS2 735973v1 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—College Station Project: WHEREAS,The Town of Westlake(the"Town")has authorized the creation of the Texas Student Housing Corporation—College Station 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 forth of a document entitled"Bylaws of the Texas Student Housing Corporation-College Station 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 MINUTES OF THE ORGANIZATION MEETING-Page 2 DALLAS2 735973v1 29841-00010 The Board next considered the establishment of a principal office for the Corporation. 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 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 seat 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 aAiourned. z1 - APPROVED: January 15,2001. B 4tle: President Name: James P. Carter [SEAL By: ) Title: Secretary Name: Ginger Crosswy MINUTES OF THE ORGANIZATION MEETING- Page 3 DALLA52 7359731 2984140010 Form of Notice NOTICE of ORGANIZATION MEETING of the BOARD OF DIRECTORS of the TEXAS STUDENT HOUSING CORPORATION- COLLEGE STATION PROJECT The incorporators of the Texas Student Housing Corporation--College Station Project have called a meeting for the purpose of organizing such corporation to begin at 6:15 p.m. on January 15th,2001, in the Westlake Boardroom of the Marriott Hotel, 5 Village Circle, Westlake, Texas. The agenda will include consideration of the following: I. approval of articles of incorporation, 1 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, and 7. engagement of a general counsel, financial advisor, finance counsel, and special finance counsel. FORM OF NOTICE--Page I DALL.as2 7359734L 29841-"10