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HomeMy WebLinkAbout10-26-04 TSH Denton Min MINUTES AND CERTIFICATION On October 26, 2004, the Board of Directors (the "Board") of the Texas Student Housing-Denton Project ("TSH-DP") 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 Dr. Larry Darlage Member Jac Irvine Member Jill McKean Member Becky Rogers Member Vacant Member all of whom were present except Mr. Blake. Also present were: Mr. Scott Bradley, Mr. Hank Smyth, Mr. Allen Moon, Mr. Bill Moon, Mr. Pete Ehrenberg, and Ms. Ginger Crosswy. President Carter called the meeting to order at 5:45 p.m. by introducing Dr. Darlage who is a new Board member. He asked Dr. Darlage to give the Board his background and asked the other members in attendance to introduce themselves to Dr. Darlage. President Carter then read a resignation letter from Bill Branum and told the Board that Mr. Blake would like to leave his Board position as soon as a replacement is found. Mr. Smyth told the Board that JPI resigned as the property manager in Denton effective September 301' and since the Board was unable to meet in September that, with President Carter's and Mr. Bradley's consent, Asset Campus Housing took over as property managers on October I". Mr. Smyth asked the Board to approve and ratify this action. Mr. Allen Moon explained that the resolution the Board is being asked to adopt would approve the new property manager but also approve an amendment to the indenture to allow the operating budget to be funded before the bondholders are paid. He said that Eaton Vance has agreed to this action but the final details have not been worked out. This action would allow the final documents to be signed if President Carter, Mr. Bradley and Mr. Smyth gave their approval. Mr. Blake arrived during this discussion. There was a motion to approve the resolution by Mr. Irvine, seconded by Ms. Rogers. There was no further discussion and the motion carried unanimously. Consider amendments to the FY 2004-05 budget. Mr. Ehrenberg explained the budget amendments to the Board. There was a motion by Ms. McKean, seconded by Mr. Blake, to approve the budget amendments. There was no further discussion and the motion carried unanimously. President Carter updated the Board on several properties that have been taken off of the tax rolls in Denton County due to action taken in the last legislative session allowing properties to be taken off if they are used as low income housing. There being no further business the meeting was adjourned at 6:25 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 18en day of January 2005. i ATTEST: % .._ J s P. Carter, Pre 'dent Pnger Crosswy, Secretary MINUTES AND CERTIFICATION On October 26, 2004, the Board of Directors (the 'Board") of the Texas Student Housing Corporation -- Denton Project(the"TSHCDP")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 Absent James P. Carter President Worth Blake Vice President Dr. Larry Darlage Member Jac Irvine Member Jill McKean Member Becky Rogers Member Vacant Member all of whom were present except those indicated above as being absent,thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Authorizing The Amendment Of The Trust Indenture And The Property Management And Leasing Agreement For The Denton Project;Authorizing The Execution And Delivery Of The Amended Trust Indenture And The Amended Property Management And Leasing Agreement; Authorizing The Officers, Directors, And Representatives Of The Texas Student Housing Corporation--Denton Project To Execute And Deliver Certain Legal And Financial Documents In Connection With The Amendment Of The Trust Indenture And The Property Management And Leasing Agreement; 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 the following vote: AYES: 6 NOES: ABSTENTIONS: 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. TAKv.1.Autborizing Resolution MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Beard of the TSHCDP, 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 TSHCDP and such resolution has not been amended and is in full force and effect on this October 26,2004. By: Name: ger Crosswy Title: ecretary [SEAL] 2 AUTHORIZING RESOLUTION Denton Project 10/26/2004 MINUTES AND CERTIFICATION On October 26, 2004, the Board of Directors (the 'Board") of the Texas Student Housing Authority(the "TSHA") 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 Absent James P. Carter President Worth Blake Vice President Dr. Larry Darlage Member Jac Irvine Member Jill McKean Member Becky Rogers Member K Vacancy Member all of whom were present except those indicated above as being absent,thus constituting a quorum. Among other things,the Board considered the written resolution as follows: A Resolution Authorizing the Amendment of the Financing and Management Documents and the Budget and Financial Statements for the Cambridge Project, Located in College Station, Texas; Authorizing the Execution and Delivery of the Amended Documents; Authorizing the Officers, Directors, and Representatives of the Texas Student Housing Authority to Execute and Deliver Certain Legal and Financial Documents in Connection with the Sale by Cambridge Student Housing Development, L.P. of Its Rights under the Installment Sale Agreement, 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 the following vote: AYES: 5 NOES: ABSTENTIONS: 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. DALLAS2 1058440x2 66712-00001 MINUTES APPROVED AND CERTIFIED TO BE CORRECT and to correctly reflect the duly constituted members of the Board of the TSHA,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 TSHA and such resolution has not been amended and is in full force and effect on this October 26, 2004. By: Name: Ginger Crosswy Title: Secretary [SEAL] 2 AUTHORIZING RESOLUTION DALLAS2 1058440v2 66712-00061