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HomeMy WebLinkAboutRes 06-29 Authorizing and Ratifying Action Taken by the Texas Student Housing Authority Adopting the BylawsTOWN OF WESTLAKE RESOLUTION NO. 06-29 A RESOLUTION OF THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING AND RATIFYING ACTION TAKEN BY THE TEXAS STUDENT HOUSING AUTHORITY BOARD OF DIRECTORS ADOPTING THE BYLAWS OF THE TEXAS STUDENT HOUSING AUTHORITY AS AMENDED AND RESTATED. WHEREAS, the Texas Student Housing Authority has been created by the Town of Westlake pursuant to Chapter 53 of the Education Code, the Higher Education Authority Act, as amended, to act on behalf of the Town as its duly constituted authority and instrumentality, within the meaning of the Internal Revenue Code of 1986, as amended for the purpose of aiding institutions of higher education, accredited primary or secondary schools, or authorized charter schools, as those terms are defined in the Higher Education Authority Act, in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith; and WHEREAS, on behalf of the Town, the Board of Aldermen hereby approves the bylaws of the Texas Student Housing Authority as amended and restated as shown in Exhibit A, attached; and 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 Government Code, Chapter 551. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The above findings are hereby found to be true and correct and are incorporated herein in the entirety. SECTION 2. The Board of Aldermen of the Town of Westlake, Texas, hereby finds and determines that it is in the best interest of the Town and its inhabitants and the Texas Student Housing Authority that the Bylaws of the Texas Student Housing Authority be amended and restated. SECTION 3. The Board of Aldermen hereby approves the Bylaws in substantially the form attached hereto as Exhibit A. SECTION 4. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 8TH DAY OF MAY 2006. ATTEST: i J n Dïż½wxinnell, TRMC, CMC, Town Secretary RMs Trent O. Petty, To anagen EXHIBIT A AMENDED AND RESTATED 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") has been created by the Town of Westlake (the "Town") under Section 53.11 of the Higher Education Authority Act, as amended (the "Act"), which authorizes a city to create a higher education authority if the city's governing body finds that the creation of the higher education authority is in the best interest of the city and its inhabitants. The Authority shall have all of the powers and authority granted to higher education authorities under the Act. The Authority shall be managed by the Authority's Board of Directors (the "Board of Directors") in accordance with the Act. SECTION 1.2. Supervision by Town's Governing Body. As the instrumentality of the Town of Westlake, the Authority and its policies are subject to supervision by the Town's governing body (the 'Board of Aldermen"). SECTION 1,3. Student Assistance Program. (a) The Authority shall establish a program (the "Student Assistance Program") to provide assistance to students attending institution(s) of higher education whose principal campus is located in the State of Texas. (b) Students qualifying for assistance shall be referred to as "Recipients," who in order to qualify must: (i) be a graduate of a high school located in the State of Texas, (ii) attend an institution of higher education whose principal campus is located in the State of Texas, and (iii) meet the requirements promulgated from time to time by the Board of Directors. (c) Recipients may be provided use of student housing facilities owned or leased by the Authority at a cost less than the cost paid by other students residing in the same student housing facility (the assistance provided to each Recipient shall be referred to as a "Scholarship"). (d) The Student Assistance Program shall be funded exclusively from those funds (if any) of the Authority that are (i) not subject to a lien and/or pledge securing the Authority's bonds or other obligations, (ii) not required for the timely payment of the Authority's operation and maintenance expenses, and (iii) authorized by the Board of Directors. (e) Authority funds not used to provide funds for the Student Assistance Program may be used for any lawful purpose. SECTION 1.4. Regulations. The Authority, by action of the Board of Directors, may promulgate regulations (the "Regulations") governing the Authority's operations and implementation of the Student Assistance Program. The Regulations shall not conflict with, and shall be subject to, these Bylaws. ARTICLE II THE BOARD OF DIRECTORS SECTION 2.1. Number, Appointment, Term, Disqualifications, and Removal of Directors. (a) The Board of Directors shall consist of seven Directors appointed by the Board of Aldermen. (b) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of Aldermen. (c) The term of each Director shall be two years. (d) As a Director's term expires, the Director shall continue to serve until a successor is appointed and assumes office, provided that, if a Director is removed or resigns, the Director's office shall be deemed vacant upon the removal or resignation. (e) Any Director may be removed at any time (with or without cause) by the Board of Aldermen. (f) No officer or employee of the Town may serve as a Director. SECTION 2.2. Resignation. Any Director 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 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 provided in the instrument of resignation. SECTION 2.3. Committees. (a) With respect to the management of the Authority, the Board of Directors, by resolution adopted by a majority of the Directors present, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board of Directors 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 of Directors in the management of the Authority may be designated by resolution of the Board of Directors. Membership on any committee is not limited to Directors. (b) With respect to the administration of the Student Assistance Program, an Education Leadership Advisory Committee (the "Advisory Committee") empowered to advise the Board of Directors concerning student needs, assistance, and other matters relating to Scholarships, may be established by the Chair. The Advisory Committee shall be composed of five members and shall include two Directors. The Chair shall be empowered to appoint and remove all members of the Advisory Committee. SECTION 2.4. Compensation of Directors. Directors 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 III THE OFFICERS AND DUTIES SECTION 3.1. Officers. (a) The officers of the Authority shall be a Chairman of the Board (the "Chair") a Vice Chairman of the Board (the "Vice Chair"), a President (the "President"), a Vice President (the "Vice President"), a secretary (the "Secretary"), an assistant secretary (the "Assistant Secretary"), a treasurer (the "Treasurer"), an assistant treasurer (the "Assistant Treasurer"), and such other officers as the Board of Directors may from time to time appoint.. (b) The Chair and Vice Chair shall be Directors, but no other officers are required to be Directors. (c) The same person may hold more than one office, except that neither the Chair nor the President shall hold the office of Secretary. SECTION 3.2. Appointment, Term, Removal Vacancy of Offices. (a) Each officer shall be appointed by the Board of Directors for a term of two years and, in the absence of resignation or removal, shall continue to serve until his/her successor is appointed and assumes office, except that the President shall automatically cease being an officer upon his/her removal or resignation. (b) 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. (c) A vacancy in any office shall be filled in the same manner as the original appointment for the unexpired term thereof. SECTION 3.3 Chair. (a) The Chair shall be appointed by the Board of Aldermen. The Chair is the chief executive officer of the Authority and, subject to the actions of the Board of Directors, shall have general charge and supervision of the management of the affairs of the Authority. (b) The Chair shall preside at all meetings of the Board of Directors. (c) The Chair shall cause all orders and resolutions of the Board of Directors to be put into effect. (d) The Chair shall insure that the Officers are properly elected by the Board and that they properly fulfill the duties of their respective positions. SECTION 3.4. Vice Chair. (a) In the event of the absence or disability of the Chair, the Vice Chair shall discharge the powers and duties of the Chair. (b) The Vice Chair shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.5. President. (a) The President is the chief operating officer of the Authority. In connection with the employment of the President, the Authority shall enter into an employment contract with the President, upon such terms as may be approved by the Board of Directors and consented to by the Board of Aldermen. (b) The President shall (i) have responsibility for the day-to-day management and control of the business and affairs of the Authority, subject to the provisions of the By -Laws and the direction of the Chair and the Board of Directors; (ii) report to and be accountable to the Board of Directors, the Board of Aldermen, and the Chair; (iii) carry out instructions given by the Chair; (iv) be subject to removal (for cause or without cause) at any time by the Chair with the consent of the Board of Directors and/or the Board of Aldermen; and (v) hire staff and set salaries within the bounds of the budget approved by the Board. (c) The President shall sign and execute all legal documents and instruments in the name of the Authority when authorized to do so by the Board of Directors; provided that the Board of Directors may delegate the signing and execution thereof to some other officer or to an agent of the Authority. (d) The President shall be the chief administrator of the Student Assistance Program and shall insure that the Student Assistance Program includes a selection and retention process. (e) The President shall report to the Board of Directors and to the Board of Aldermen in writing at least once each calendar quarter certifying that the Authority is in compliance with: (i) all material requirements applicable to the Authority that are contained in the Project Administration Documents, (ii) the project is being managed by the Authority's property manager(s) in compliance the Project Administration Documents, and (iii) such other matters as may be requested by the Chair and/or the Board of Directors. (f) If the President is unable to certify to any of the matters referred to in Section 3.5(e) above, the President shall provide a written statement to the Chair, the Board of Directors, and the Board of Aldermen, stating in reasonable detail the reasons that the President cannot make the certification. (g) The President shall provide to the Board of Directors and the Board of Aldermen a monthly transaction report showing a summary of revenue and expenses paid during each calendar month. Upon the request of the Chair or a majority of the Board of Directors or the Board of Aldermen, the President shall provide any financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen. (h) The President shall manage a statewide scholarship program, expand the number of recipients within practical limitations of available scholarship rooms/beds, and insure that the maximum possible number of qualified students is awarded Authority scholarships. The President shall be responsible for a system for evaluation of scholarship applications and prioritization of scholarship awards, and shall make scholarship selection recommendations to the Board of Directors. The President shall maintain a scholarship student control and monitoring process and shall make all reasonable efforts to retain scholarship students for four years, but shall remove the scholarship of any Recipient who is in material noncompliance with the terms of his/her scholarship. (i) The President shall oversee management of the property managers of each student housing property and shall make recommendations to the Board of Directors on the selection, retention, and removal of property managers. The President shall conduct a systematic competitive selection of and shall cause a proper property management agreement to be instituted between the Authority and the property managers. (j) The President shall insure that yearly audits are conducted on the Authority and each student housing entity, and shall insure the accuracy of such audits. (k) No later than 60 days prior to the beginning of each fiscal year, the President shall prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses relating to the corporate activities of the Authority. (1) With respect to any project budget that must be approved by the Board of Directors, the President shall make written recommendations to the Board of Directors regarding the budget. (m) In performing the duties assigned to the President, the President shall confer with each of the Consultants to the extent the President believes that consultation is appropriate to assure that the duties of the President will be performed properly. (n) The President shall institute and maintain open relationships with Texas Independent School Districts and shall solicit scholarships from all Texas High Schools and Community Colleges. SECTION 3.6. Secretary. (a) The Secretary shall have charge of the records and correspondence of the Authority under the direction of the Chair. (b) The Secretary is responsible for the giving of notice of meetings of the Board of Directors. (c) The Secretary shall attend the Board of Directors meetings and shall take and keep minutes of, and record all votes cast at, the meetings. (d) The Secretary shall discharge such other duties as may be assigned from time to time by the Chair, the President, or the Board of Directors. SECTION 3.7. Assistant Secretary. (a) In the event of the absence or disability of the Secretary, the Assistant Secretary shall discharge the powers and duties of the Secretary. (b) The Assistant Secretary shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.8. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board of Directors relating to the issuance of bonds or other obligations of the Authority or to instruments authorized by the Board of Directors 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 of Directors may designate. (b) The Treasurer shall insure that proper books of account and other records are kept showing at all times the amounts of the respective funds and other property belonging to the Authority and of all receipts and disbursements of the Authority. (c) Under the direction of the Board of Directors, the Treasurer shall disburse money and sign checks and other instruments drawn on or payable out of the funds of the Authority and shall make transfers and other dispositions of the funds and securities of the Authority as may be ordered by the Board of Directors. (d) The Treasurer shall also discharge such additional duties as may be assigned from time to time by the Board of Directors. (e) Upon the request of the Chair or the Board of Directors, the Treasurer shall render an accounting of all transactions of the Treasurer and of the financial condition of the Authority. (f) The Treasurer shall give bond only if required to do so by the Board of Directors. SECTION 3.9. Assistant Treasurer. (a) In the event of the absence or disability of the Treasurer, the Assistant Treasurer shall discharge the powers and duties of the Treasurer. (b) The Assistant Treasurer shall perform such additional duties as may be assigned from time to time by the Board of Directors. SECTION 3.19. Compensation of Officers. Officers who are not Directors may receive compensation for their services as officers on terms approved by the Board of Directors. ARTICLE IV MEETINGS SECTION 4.1. Meetings of Directors. (a) The Board of Directors shall hold its meetings at the principal office of the Authority; provided that, if the Chair determines that, with respect to any regular or special meeting, an alternative meeting place is appropriate, the Chair may designate an alternative place for the meeting. (b) The time and place of each meeting of the Board of Directors shall be provided in each meeting notice. (c) Regular meetings of the Board of Directors shall be held at the times designated by resolution of the Board of Directors. (d) Special meetings of the Board of Directors shall be held whenever called by the Chair or the or by the Board of Directors. (e) Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board of Directors at a regular meeting may be acted upon at a special meeting. (f) 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, telecopy, or any other lawful means) not later than two hours in advance of the meeting. Notice of any Board of Directors meeting to persons other than Directors shall be given if and to the extent required by law. (g) Attendance by a Director at a meeting shall constitute a waiver by the Director of an 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 4.2. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board of Directors 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 of Directors except as otherwise required by law or by these Bylaws. SECTION 4.3. Order of Business. The Board of Directors shall consider the matters before it in such order as the presiding officer of the Board of Directors may determine. ARTICLE V ADMINISTRATION SECTION 5.1. Staffing. (a) Upon the recommendation of the Chair and the approval of the Board of Directors, the Authority may hire full or part-time employees to carry out the functions of the Authority. (b) Staff functions of the Authority may be performed by employees of the Town if and to the extent approved by the Board of Aldermen and if the Town is reimbursed for all actual costs of the performance of the staff functions. (c) The President shall be the senior staff member of the Authority, and all employees of the Authority shall report to the President. SECTION 5.2. Engagement of Consultants. (a) To assist the Authority in acquiring, financing, and managing the Authority's projects and administering the Student Assistance Program and other activities of the Authority, the Authority shall retain a general counsel (the "General Counsel"), and may retain a finance counsel (the "Finance Counsel"), a special finance counsel (the "Special Finance Counsel"), a financial adviser (the "Financial Adviser"), and a real estate and finance consultant (the "Real Estate and Finance Consultant"). Collectively, the General Counsel, the Finance Counsel, the Special Finance Counsel, the Financial Adviser, and the Real Estate and Finance Consultant shall be referred to as the "Consultants." (b) Each of the Consultants shall be designated by resolution of the Board of Directors and the Board of Aldermen and shall be responsible directly to the Chair, the Board of Directors, and the Board of Aldermen. (c) Each of the Consultants shall be employed pursuant to a written agreement that (i) shall preclude the Consultants from having any conflicts of interest with either the Authority or the Town and (ii) shall prescribe the compensation payable to the Consultant. With respect to the relationship between the Authority and the Town, the interest of the Town shall be paramount. (d) Notwithstanding the provisions of Section 5.2(c), the General Counsel shall not be compensated for services rendered. (e) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a condition to being compensated, shall furnish Texas Student Housing with a written statement that describes in reasonable detail the services rendered, the number of hours spent in rendering the services, and the amount charged for the services. SECTION 5.3. Records. (a) The Authority shall keep complete corporate and financial records, including all banking records, and minutes of the proceedings of its Board of Directors and of committees (if any) of the Board of Directors in accordance with applicable law. (b) The records and minutes shall be made available for inspection at all reasonable times by any (i) Director, and (ii) Town representative authorized by the Board of Aldermen. (c) The Secretary and Assistant Secretary, under the supervision of the President, shall be responsible for keeping and maintaining the Authority's records. SECTION 5.4. Authorization to Write Checks. The Chair, the Treasurer, the President, and the Secretary each shall be authorized to write checks on behalf of the Authority from any bank or trust account maintained by the Authority for any purpose authorized by the Board of Directors; provided that, with respect to any check in excess of $5,000, the check must be signed by two officers, at least one of which must be a Director. SECTION 5.5. Administrative Fees. The Authority may prescribe fees payable by applicants for financial participation and/or assistance by the Authority and such other fees and charges as the Board of Directors determines appropriate to defray the administrative expenses incurred in the operation of the Authority or to be used for any other lawful purposes. SECTION 5.6. Fiscal Year. The fiscal year of the Authority shall be the annual period determined by resolution of the Board of Directors. SECTION 5.7. Amounts Owing to Town. The Authority shall pay any amounts owed to the Town for permitting its employees to provide staffing for the Authority upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. ARTICLE VI MISCELLANEOUS PROVISIONS SECTION 6.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board of Aldermen and the Board of Directors. SECTION 6.2. Seal. The official seal of the Authority shall be as determined by the Board of Directors. 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 of Directors. SECTION 6.3. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board of Directors, which amendment shall not take effect until approved by the governing body of the Town of Westlake. SECTION 6.4. Interpretation. These Bylaws shall be liberally construed to affect 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). SECTION 6.5. 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 shall maintain financial records separate from any other legal entity. (d) The Authority shall maintain a "arms -length" relationship with all other legal entities except as otherwise may be required by law. (e) The Authority shall pay the salaries of its own employees, including a pro rata share of the salary of the Secretary. The foregoing Bylaws were adopted by the Board of Directors of the Texas Student Housing Authority on April 18th, 2006, and by the governing body of the Town of Westlake on the day of Afo , 2006. J n Dwinne I, Secretary J ScotTBradl6y, ATTEST: an Dwinne ILI, T MC, CMC, Town Secretary