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HomeMy WebLinkAbout04-21-21 TSH Meeting MinutesTEXAS MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF THE TEXAS STUDENT HOUSING AUTHORITY (AN INSTRUMENTALITY OF THE TOWN OF WESTLAKE) April 21, 2021 Varispace Conference Room 1900 W. Kirkwood Blvd Southlake, Texas 76092 PRESENT: Board members Scott Bradley, Mark Harrow, Paula Petersen, James Krekow and Executive Director Tracy Harrow. Not present: Board members Katie Kolkineier and Randall Quick. 1. CALL TO ORDER. James Krekow called the meeting to order at 6:45 pm. 2. DISCUSS AND CONSIDER APPROVAL OF MINUTES FOR THE MEETING HELD JANUARY 21, 2021. DISCUSSION: Director Mueller made a motion to approve the minutes of the January 21, 2021 meeting. Director Harrow seconded the motion. The motion carried unanimously. 3. UPDATE FROM EXECUTIVE DIRECTOR REGARDING FINAL SCHOLARSHIP COUNT AND SIGNED LEASES. DISCUSSION: Executive Director Harrow updated the Board on the scholarship count for The Cambridge for Fall 2021. The Cambridge currently has 62 new scholarships awarded, valued at $143,000 and 24 renewal scholarships awarded, valued at $96,500. No action taken. 4. DISCUSS AND CONSIDER APPROVAL OF RESOLUTION TO AUTHORIZE CHAPTER 9 BANKRUPCY PROCEEDINGS FOR THE CAMBRIDGE. DISCUSSION: Director Mueller moved to adopt the resolutions recited below. The motion was seconded by Director Harrow. After discussion, the Board unanimously adopted the resolutions as hereinafter set out: After discussion, the Board or Directors of Texas Student Housing Authority (the Authori D has determined that it is in the Authority's best interest to file a voluntary petition for relief under Chapter 9 of the Bankruptcy Code ("Chapter 9") in order to preserve, to the Page 1 of 1 greatest extent, the value of the Authority and its assets, and to facilitate the accomplishment by the Authority of its mission. THEREFORE, the following resolutions are hereby adopted by the Board: RESOLVED: The Authority, its officers, representatives and legal counsel are hereby authorized and directed to take all preliminary steps necessary to allow the Authority to commence a Chapter 9 case, including conducting all pre -filing negotiations with creditors required prior to commencing a Chapter 9 case. RESOLVED: The Authority shall be, and it hereby is, authorized, directed and empowered to file a voluntary petition pursuant to Chapter 9 of the Bankruptcy Code, 11 U.S.C. Section 101 et seq., and to perform any and all such acts as are reasonable, advisable, expedient, convenient, proper or necessary to effect any of the matters set forth below; FURTHER RESOLVED: Scott Bradley shall be, and is hereby authorized, empowered and directed to execute, on behalf of the Authority, the voluntary petition commencing the Chapter 9 case ("Bankruptcy Case") on behalf of the Authority; FURTHER RESOLVED: Scott Bradley and each of the officers of the Authority shall be, and are hereby authorized, empowered and directed to execute, on behalf of the Authority, any and all other or further documents which are necessary or appropriate in connection with the Bankruptcy Case in such form and substances as they may approve; FURTHER RESOLVED: The Authority shall be, and is hereby authorized, directed and empowered to retain J. Robert Forshey and the law firm of Forshey & Prostok, LLP to represent the Authority in connection with the Bankruptcy Case; FURTHER RESOLVED: The Authority shall be, and hereby is authorized, directed and empowered to also retain James W. Morris and the law firm of Shackelford, Bowen, McKinley & Norton, LLP, as corporate and litigation counsel in connection with the Bankruptcy Case; FURTHER RESOLVED: The Authority shall be, and is hereby authorized, directed and empowered to retain on behalf of the Authority such other attorneys, financial advisors, accountants, appraisers or other professionals as may be necessary or appropriate for purposes of the Bankruptcy Case, and the officers of the Authority shall be authorized to execute any document necessary to retain any such additional attorneys, financial advisors, accountants, appraisers or other professionals; FURTHER RESOLVED: The Authority, its officers, agents, representatives, and attorneys are authorized, empowered and directed to proceed as follows: Page 2 of 2 a) To file all schedules, statements of financial affairs, monthly operating reports, pleadings, motions or other pleadings or papers necessary or appropriate to the Bankruptcy Case; b) To cause the Authority to obtain financing or incur other indebtedness, whether secured or unsecured, as they may deem appropriate or advisable in the Bankruptcy Case; c) To cause the Authority to use, transfer or otherwise dispose of any part or all of its assets as they may deem appropriate or advisable in the Bankruptcy Case; d) To propose, file and confirm a plan of adjustment containing such terms and other provisions as they may deem appropriate; and e) To perform all such other and further acts in connection with the Bankruptcy Case or under the Bankruptcy Code as may be in their good faith business judgment necessary or advisable, including without limitation, removing any pending litigation involving the Authority to the Bankruptcy Case for determination. FURTHER RESOLVED: The transactions contemplated in these resolutions and the execution and delivery of all other documents and all other actions taken in connection therewith are in the best interests of and will benefit the Authority; FURTHER RESOLVED: Each of the officers of the Authority shall be authorized and directed to take or cause to be taken all such further action, to execute and deliver any and all such further instruments and documents and to pay all such fees and expenses, as the officers of the Authority shall deem appropriate in their judgment to fully carry out the intent and accomplish the purposes of these resolutions; and FURTHER RESOLVED: All of the acts and transactions of the Authority, which have been taken or made prior to the effective date of these resolutions, shall be, and they hereby are, ratified and approved. S. EXECUTIVE SESSION The TSHA Board convened into executive session at 7:07 pm to conduct a closed session pursuant to Texas Government Code, Annotated, Chapter 551, Subchapter D, Section 551.071 for the following: Consultation with an attorney whereby the Board seeks advice about Bank of New York litigation and Chapter 551, Subchapter D, Section 551.072 for the following: Consultation with an attorney where the Board seeks advice on future operations at The Cambridge based upon CBRE's report on the value of the Authority's real estate, and deliberation of the purchase, exchange, lease, or value of real property (The Cambridge). �6 6. RECONVENE MEETING. Page 3 of 2 President Bradley reconvened the meeting at 7:29 pm. 7. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION DISCUSSION: No action taken. 8. ADJOURNMENT President Bradley adjourned the meeting at 7:30pm. APPROVED by the Texas Student Housing Authority Board of Directors on , 2021. ATTEST: Kc ; Katie Kolkmeier, Secretary Page 4 of 2