HomeMy WebLinkAboutRes 03-13 Amending the Bylaws of the Texas Student Housing AuthorityTOWN OF WESTLAKE
RESOLUTION NO. 03-13
A RESOLUTION AUTHORIZING THE AMENDMENT OF THE BYLAWS OR THE
TEXAS STUDENT HOUSING AUTHORITY, THE TEXAS STUDENT HOUSING
CORPORATION, THE TEXAS STUDENT HOUSING CORPORATION — SAN MARCOS
PROJECT, THE TEXAS STUDENT HOUSING CORPORATION — DENTON PROJECT,
THE TEXAS STUDENT HOUSING CORPORATION — MSU PROTECT, AND THE TEXAS
STUDENT HOUSING CORPORATION — COLLEGE STATION PROJECT, AND
RESOLVING RELATED MATTERS.
WHEREAS, the Texas Student Housing Authority, the Texas Student Housing Corporation,
the Texas Student Housing Corporation — San Marcos Project, the Texas Student Housing
Corporation -- Denton Project, the Texas Student Housing Corporation — MSU Project, and the
Texas Student Housing Corporation — College Station Project (collectively, these entities shall be
referred to as the "Texas Student Housing Entities"), each have been created by the Town of
Westlake (the "Town") pursuant to Chapter 53 of the Education Code, the Higher Education
Authority Act, as amended (the "Act"), 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 Act, in providing educational facilities
and housing facilities and facilities incidental, subordinate or related thereto or appropriate in
comlection therewith;
WHEREAS, on behalf of the Town, the Board of Aldermen hereby approves the
amendments to the bylaws of each of the Texas Student Housing Entities (collectively, the bylaws of
each of the Texas Student Housing Entities shall be referred to as the "Bylaws") in the form attached
hereto as Exhibits A through F;
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 Chapter 551, Government Code;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE
TOWN OF WESTLAKE, TEXAS:
SECTION 1. The findings and declarations contained in the preamble of this Resolution are
hereby incorporated as part of this Resolution.
SECTION 2. This Board of Aldermen hereby finds and determines that it is in the best
interest of the Town and its inhabitants and each of the Texas Student Housing Entities that the
Bylaws of each of the Texas Student Housing Entities be amended.
SECTION 3. This Board of Aldermen hereby approves the Bylaws in substantially the form
attached hereto as Exhibits A through F.
SECTION 4. This Resolution shall take effect immediately upon its adoption.
PASSED AND APPROVED ON THIS 24TH DAY OF FEBRUARY 2003.
ATTEST:
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APPROVED AS TO FORM:
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Trent O. Petty, Town Mana
List of Exhibits;
Exhibit -A
Bylaws —
Texas Student Housing Authority
Exhibit -B
Bylaws —
Texas Student Housing Corporation
Exhibit -C
Bylaws —
Texas Student Housing Corporation
— San Marcos Project
Exhibit -D
Bylaws —
Texas Student Housing Corporation
— Denton Project
Exhibit -E
Bylaws —
Texas Student Housing Corporation
— MSU Project
Exhibit -F
Bylaws —
Texas Student Housing Corporation
— College Station Project
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"} shall have all of the powers and authority
granted to "Higher Education Authorities" created under Section 53.11, Texas Education Code, as amended
(the "Act"), The Authority shall be managed by the Board of Directors (the "Board of Directors") in
accordance with the Act.
SECTION 1.2. Supervision by_Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Authority and its policies are subject
to supervision by the Town's Board of Aldermen (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:
of Texas, and
(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
(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 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
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(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 and the Articles of Incorporation (the "Articles")
of this Authority.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. Number Appointment, Term Disqualifications, and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Aldermen.
(d) The term of each Director shall be two years.
(e) 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.
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) 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 and membership on any committee is not limited to Directors.
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(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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president 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 President shall preside at all meetings of the Board of Directors.
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(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) 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.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Authority under the
direction of the President.
(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
President or the Board of Directors.
SECTION 3.6. 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 3.7. 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 keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Authority and of all receipts and disbursements of the
Authority.
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(c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign
all 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 President and/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 3.8. Assistant Secretary.
(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 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on terms approved by the Board
of Directors and consented to by the Board of Aldermen. In connection with the employment of the Executive
Director, the Authority shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Aldermen, and the
(ii) carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Authority shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
SECTION 3.10. Compensation of Officers.
Officers who are not Directors may receive compensation for their services as officers on terms
approved by the Board of Directors.
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nriUT UR0410011M
ARTICLE PV
MEETINGS
SECTION 4.1. Meetinas of Directors.
(a) The Board of Directors shall hold its meetings at the principal office of the Authority;
provided that, if the President determines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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. Quorurn.
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 or the Articles.
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.
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ARTICLE V
ADMINISTRATION
SECTION 5.1. Staffing.
(a) Upon the recommendation of the President 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 Executive Director shall be the senior staff member ofthe Authority, and all employees of
the Authority shall report to the Executive Director.
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"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall furnish the Board of Directors 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. Responsibilities of Executive Director.
The Executive Director shall be responsible for the following:
(a) If the Authority has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Authority's property manager(s) (if any), obtaining insurance, and
other related matters, for any project that the Authority has financed and/or owns, the Executive Director, with
respect to the provisions that are contained in the documents governing the acquisition, financing, operations,
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and management of the project (collectively, such documents shall be referred to as the "Project
Administration Documents"), shall certify in writing to the Board of Directors at least once each calendar
quarter the following:
(i) the Authority is in compliance with 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,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Authority.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. 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 Executive Director, shall
be responsible for keeping and maintaining the Authority's records.
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SECTION 5.5. Authorization to Write Checks.
The President, the Treasurer, the Executive Director, and the Assistant Treasurer 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 5.6. 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 5.7. Fiscal Year.
The fiscal year of the Authority shall be the annual period detenmined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Authority shall pay any amounts owed to the Town for permitting its employees to provide
staffing forthe 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 sea] 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.
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SECTION 6.4. Interpretation.
These Bylaws shall be liberally construed to effect 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.
entity.
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
(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 an "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.
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BYLAWS
of
TEXAS STUDENT HOUSING CORPORATION
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Corporation.
The Texas Student Housing Corporation (the "Corporation") shall have all of the powers and authority
granted to nonprofit corporations created under Section 53.35(b), Texas Education Code, as amended (the
"Act"). The Corporation shall be managed by the Board of Directors (the "Board of Directors") in accordance
with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Corporation and its policies are
subject to supervision by the Town's Board of Aldermen (the `Board of Aldermen.")
SECTION 1.3. Student Assistance Program.
(a) The Corporation 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:
of Texas, and
(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
(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 by the Corporation 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
Corporation that are
(i) not subject to a lien and/or pledge securing the Corporation's bonds or other
obligations,
(ii) not required for the timely payment of the Corporation's operation and maintenance
expenses, and
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(iii) authorized by the Board of Directors.
(e) Corporation funds not used to provide funds for the Student Assistance Program may be used
for any lawful purpose.
SECTION 1.4. Regulations.
The Corporation, by action of the Board of Directors, may promulgate regulations (the "Regulations")
governing the Corporation's operations and implementation of the Student Assistance Program. The
Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the
"Articles") of this Corporation.
ARTICLE Il
THE BOARD OF DIRECTORS
SECTION 2.1. Number Appointment, Term Disqualifications, and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Aldermen.
(d) The term of each Director shall be two years.
(e) 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.
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) 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 Corporation. 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 Corporation, 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
Corporation. Each committee shall consist of two or more Directors. Committees that do not have the
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91FRUMMI 011111x1
authority of the Board of Directors in the management of the Corporation may be designated by resolution of
the Board of Directors and 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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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 Corporation shall be 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president is the chief executive officer of the Corporation and, subject to the actions of the
Board of Directors, shall have general charge and supervision of the management of the affairs of the
Corporation.
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(b) The President shall preside at all meetings of the Board of Directors.
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) The President shall sign and execute all legal documents and instruments in the name of the
Corporation 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 Corporation.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Corporation under
the direction of the President.
(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
President or the Board of Directors.
SECTION 3.6. 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 3.7. Treasurer.
(a) To the extent not otherwise provided in any resolution ofthe Board of Directors relating to the
issuance of bonds or other obligations of the Corporation 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
Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the
Board of Directors may designate.
(b) The Treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of
the Corporation.
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(c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign
all checks and other instruments drawn on or payable out of the funds of the Corporation and shall make
transfers and other dispositions of the funds and securities of the Corporation 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 President and/or the Board of Directors, the Treasurer shall render an
accounting of all transactions of the Treasurer and of the financial condition of the Corporation.
(I) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant Secretary.
(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 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on tenns approved by the Board
of Directors and consented to by the Board of Aldermen. In connection with the employment of the Executive
Director, the Corporation shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Aldermen, and the
(ii) carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
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SECTION 3. 10. 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 Corporation;
provided that, if the President deterinines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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 Corporation. 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 or the Articles.
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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. Stafffin �.
(a) Upon the recommendation of the President and the approval of the Board of Directors, the
Corporation may hire full or part-time employees to carry out the functions of the Corporation.
(b) Staff functions of the Corporation 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 Executive Director shall be the senior staff member of the Corporation, and all employees
of the Corporation shall report to the Executive Director.
SECTION 5.2. Engagement of Consultants.
(a) To assist the Corporation in acquiring, financing, and managing the Corporation's projects and
administering the Student Assistance Program and other activities of the Corporation, the Corporation shall
retain a general counsel (the "General Counsel"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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 Corporation or the Town and (ii)
shall prescribe the compensation payable to the Consultant. With respect to the relationship between the
Corporation and the Town, the interest of the Town shall be paramount.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall furnish the Board of Directors 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. Responsibilities of Executive Director.
The Executive Director shall be responsible for the following:
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(a) If the Corporation has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Corporation's property manager(s) (if any), obtaining insurance,
and other related matters, for any project that the Corporation has financed and/or owns, the Executive
Director, with respect to the provisions that are contained in the documents governing the acquisition,
financing, operations, and management of the project (collectively, such documents shall be referred to as the
"Project Administration Documents"), shall certify in writing to the Board of Directors at least once each
calendar quarter the following:
(i) the Corporation is in compliance with all material requirements applicable to the
Corporation that are contained in the Project Administration Documents,
(ii) the project is being managed by the Corporation's property manager(s) in compliance
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Corporation.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. Records.
(a) The Corporation 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
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(ii) Town representative authorized by the Board of Aldermen.
(c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall
be responsible for keeping and maintaining the Corporation's records.
SECTION 5.5. Authorization to Write Checks,
The President, the Treasurer, the Executive Director, and the Assistant Treasurer each shall be
authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the
Corporation 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 5.6. Administrative Fees.
The Corporation may prescribe fees payable by applicants for financial participation and/or assistance
by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray
the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful
purposes.
SECTION 5.7. Fiscal Year.
The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Corporation shall pay any amounts owed to the Town for permitting its employees to provide
staffing for the Corporation 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 Corporation shall be as determined by the Board of Directors. The seal shall
not be necessary to the proper execution by the officers of the Corporation of any document or instrument
unless otherwise specified by the Board of Directors.
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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.
SECTION 6.4. InteTpretation.
These Bylaws shall be liberally construed to effect the purposes of the Corporation. 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 Corporation shall comply with the following special requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
entity.
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arms -length" relationship with all other legal entities
except as otherwise may be required by law.
(e) The Corporation shall pay the salaries of its own employees.
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BYLAWS
of
TEXAS STUDENT HOUSING CORPORATION — SAN MARCOS PROJECT
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION].]. Powers of Corporation.
The Texas Student Housing Corporation —San Marcos Project (the "Corporation") shall have all of the
powers and authority granted to nonprofit corporations created under Section 53.35(b), Texas Education Code,
as amended (the "Act"). The Corporation shall be managed by the Board of Directors (the "Board of
Directors") in accordance with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Corporation and its policies are
subject to supervision by the Town's Board of Aldermen (the `Board of Aldermen.")
SECTION 1.3. Student Assistance Program,
(a) The Corporation 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:
of Texas, and
(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
(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 by the Corporation 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
Corporation that are
(i) not subject to a lien and/or pledge securing the Corporation's bonds or other
obligations,
(ii) not required for the timely payment of the Corporation's operation and maintenance
expenses, and
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(iii) authorized by the Board of Directors.
(e) Corporation funds not used to provide funds for the Student Assistance Program may be used
for any lawful purpose.
SECTION 1.4. Regulations.
The Corporation, by action of the Board of Directors, may promulgate regulations (the "Regulations")
governing the Corporation's operations and implementation of the Student Assistance Program. The
Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the
"Articles") of this Corporation.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. Number, Appointment, Term, Disqualifications and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Aldermen.
(d) The term of each Director shall be two years.
(e) 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..
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) No officer or employee of the Town may serve as a Director.
SECTION 2.2. Resi ng ation
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 Corporation. 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 Corporation, 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
Corporation. Each committee shall consist of two or more Directors. Committees that do not have the
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authority of the Board of Directors in the management of the Corporation may be designated by resolution of
the Board of Directors and 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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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 Corporation shall be 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president is the chief executive officer ofthe Corporation and, subject to the actions of the
Board of Directors, shall have general charge and supervision of the management of the affairs of the
Corporation.
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(b) The President shall preside at all meetings of the Board of Directors
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) The President shall sign and execute all legal documents and instruments in the name of the
Corporation 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 Corporation.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Corporation under
the direction of the President.
(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
President or the Board of Directors.
SECTION 3.6. Assistant Secret
(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 3.7. 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 Corporation 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
Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the
Board of Directors may designate.
(b) The Treasurer shall keep proper books of account and other records showing at all times the
amount of the fiends and other property belonging to the Corporation and of all receipts and disbursements of
the Corporation.
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(c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign
all checks and other instruments drawn on or payable out of the funds of the Corporation and shall make
transfers and other dispositions of the funds and securities of the Corporation 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 President and/or the Board of Directors, the Treasurer shall render an
accounting of all transactions of the Treasurer and of the financial condition of the Corporation.
(f) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant Secretary.
(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 tilde to
time by the Board of Directors.
SECTION 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on terms approved by the Board
of Directors and consented to by the Board of Aldermen. In connection with the employment of the Executive
Director, the Corporation shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Alderinen, and the
(ii) carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
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SECTION 3.10. 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 Corporation;
provided that, if the President determines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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 Corporation. 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 or the Articles.
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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. Staffiniz.
(a) Upon the recommendation of the President and the approval of the Board of Directors, the
Corporation may hire full or part-time employees to carry out the functions of the Corporation.
(b) Staff functions of the Corporation 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 Executive Director shal l be the senior staff member of the Corporation, and all employees
of the Corporation shall report to the Executive Director.
SECTION 5.2. Engagement of Consultants.
(a) To assist the Corporation in acquiring, financing, and managing the Corporation's projects and
administering the Student Assistance Program and other activities of the Corporation, the Corporation shall
retain a general counsel (the "General Counsel"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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 Corporation or the Town and (ii)
shall prescribe the compensation payable to the Consultant. With respect to the relationship between the
Corporation and the Town, the interest of the Town shall be paramount.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall fumish the Board of Directors 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. Responsibilities of Executive Director.
The Executive Director shall be responsible for the following:
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(a) If the Corporation has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Corporation's property manager(s) (if any), obtaining insurance,
and other related matters, for any project that the Corporation has financed and/or owns, the Executive
Director, with respect to the provisions that are contained in the documents governing the acquisition,
financing, operations, and management of the project (collectively, such documents shall be referred to as the
"Project Administration Documents"), shall certify in writing to the Board of Directors at least once each
calendar quarter the following:
(i) the Corporation is in compliance with all material requirements applicable to the
Corporation that are contained in the Project Administration Documents,
(ii) the project is being managed by the Corporation's property manager(s) in compliance
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Corporation.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Alden -nen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. Records.
(a) The Corporation 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
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TAMM .vz vzoo3
(ii) Town representative authorized by the Board of Aldermen.
(c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall
be responsible for keeping and maintaining the Corporation's records.
SECTION 5.5. Authorization to Write Checks
The President, the Treasurer, the Executive Director, and the Assistant Treasurer each shall be
authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the
Corporation 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 5.6. Administrative Fees.
The Corporation may prescribe fees payable by applicants for financial participation and/or assistance
by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray
the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful
purposes.
SECTION 5.7. Fiscal Year.
The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Corporation shall pay any amounts owed to the Town for permitting its employees to provide
staffing for the Corporation 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 Corporation shall be as determined by the Board of Directors.. The seal shall
not be necessary to the proper execution by the officers of the Corporation of any document or instrument
unless otherwise specified by the Board of Directors.
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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.
SECTION 6.4. Interpretation.
These Bylaws shall be liberally construed to effect the purposes of the Corporation. 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.
entity.
The Corporation shall comply with the following special requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arms -length" relationship with all other legal entities
except as otherwise may be required by law.
(e) The Corporation shall pay the salaries of its own employees.
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TAM.0.2/21/2003 1.2!2112003
BYLAWS
of
TEXAS STUDENT HOUSING CORPORATION — DENTON PROJECT
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Corporation.
The Texas Student Housing Corporation — Denton Project (the "Corporation") shall have all of the
powers and authority granted to nonprofit corporations created under Section 53.35(b), Texas Education Code,
as amended (the "Act"). The Corporation shall be managed by the Board of Directors (the `Board of
Directors") in accordance with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Corporation and its policies are
subject to supervision by the Town's Board of Aldermen (the "Board of Aldermen.")
SECTION 1.3. Student Assistance Program.
(a) The Corporation 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:
of Texas, and
{i) be a graduate of a high school located in the State of Texas,
attend an institution of higher education whose principal campus is located in the State
(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 by the Corporation 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
Corporation that are
(i) not subject to a lien and/or pledge securing the Corporation's bonds or other
obligations,
(ii) not required for the timely payment of the Corporation's operation and maintenance
expenses, and
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(iii) authorized by the Board of Directors.
(e) Corporation funds not used to provide funds for the Student Assistance Program may be used
for any lawful purpose.
SECTION 1.4. Regulations.
The Corporation, by action of the Board of Directors, may promulgate regulations (the "Regulations")
governing the Corporation's operations and implementation of the Student Assistance Program. The
Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the
"Articles") of this Corporation.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. Number Appointment, Term Disqualifications, and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Alden -nen.
(d) The term of each Director shall be two years.
(e) As a Director's tenn 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.
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) 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 Corporation. 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 Corporation, 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
Corporation. Each committee shall consist of two or more Directors. Committees that do not have the
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TAM.v1.2/21/2003
authority of the Board of Directors in the management of the Corporation may be designated by resolution of
the Board of Directors and 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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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 Corporation shall be 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not hold the
office of Secretary.
SECTION 3.2. Appointment, Tenn, 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president is the chief executive officer of the Corporation and, subject to the actions of the
Board of Directors, shall have general charge and supervision of the management of the affairs of the
Corporation.
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TAM.vi .2121 /2003
(b) The President shall preside at all meetings of the Board of Directors.
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) The President shall sign and execute all legal documents and instruments in the name of the
Corporation 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 Corporation.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Corporation under
the direction of the President.
(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
President or the Board of Directors.
SECTION 3.6. 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 3.7. 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 Corporation 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 ofthe
Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the
Board of Directors may designate.
(b) The Treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of
the Corporation.
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TAM.v 1.2/2112003
(c) Under the direction of the Board of Directors, the Treasurer shal l disburse all money and sign
all checks and other instruments drawn on or payable out of the funds of the Corporation and shall make
transfers and other dispositions of the funds and securities of the Corporation 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 President and/or the Board of Directors, the Treasurer shall render an
accounting of all transactions of the Treasurer and of the financial condition of the Corporation.
(f) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant Secretary.
(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 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on terms approved by the Board
of Directors and consented to by the Board of Aldermen. In connection with the employment of the Executive
Director, the Corporation shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Aldermen, and the
(ii) carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
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TAM.v 1.2/21 /2003
SECTION 3. 10. 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 Corporation;
provided that, if the President determines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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 Corporation. 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 or the Articles.
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TAM,v 1.212112003
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. Staffin .
(a) Upon the recommendation of the President and the approval of the Board of Directors, the
Corporation may hire full or part-time employees to carry out the functions of the Corporation.
(b) Staff functions of the Corporation 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 Executive Director shall be the senior staff member of the Corporation, and all employees
of the Corporation shall report to the Executive Director.
SECTION 5.2. Engagement of Consultants.
(a) To assist the Corporation in acquiring, financing, and managing the Corporation's projects and
administering the Student Assistance Program and other activities of the Corporation, the Corporation shall
retain a general counsel (the "General Counsel"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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 Corporation or the Town and (ii)
shall prescribe the compensation payable to the Consultant. With respect to the relationship between the
Corporation and the Town, the interest of the Town shall be paramount.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall furnish the Board of Directors 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. Responsibilities of Executive Director.
The Executive Director shall be responsible for the following:
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TAM.v 1.2/21/2003
(a) If the Corporation has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Corporation's property manager(s) (if any), obtaining insurance,
and other related matters, for any project that the Corporation has financed and/or owns, the Executive
Director, with respect to the provisions that are contained in the documents governing the acquisition,
financing, operations, and management of the project (collectively, such documents shall be referred to as the
"Project Administration Documents"), shall certify in writing to the Board of Directors at least once each
calendar quarter the following:
(i) the Corporation is in compliance with all material requirements applicable to the
Corporation that are contained in the Project Administration Documents,
(ii) the project is being managed by the Corporation's property manager(s) in compliance
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Corporation.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. Records.
(a) The Corporation 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
TSHCDP.BYLAWS — Page 8
rUMMADVIOx
(ii) Town representative authorized by the Board of Aldermen.
(c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall
be responsible for keeping and maintaining the Corporation's records.
SECTION 5.5. Authorization to Write Checks.
The President, the Treasurer, the Executive Director, and the Assistant Treasurer each shall be
authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the
Corporation 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 5.6. Administrative Fees
The Corporation may prescribe fees payable by applicants for financial participation and/or assistance
by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray
the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful
purposes.
SECTION 5.7. Fiscal Year.
The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Corporation shall pay any amounts owed to the Town for permitting its employees to provide
staffing for the Corporation 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 Corporation shall be as determined by the Board of Directors. The seal shall
not be necessary to the proper execution by the officers of the Corporation of any document or instrument
unless otherwise specified by the Board of Directors.
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TAM.v 1.2121 /2003
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.
SECTION 6.4. Interpretation.
These Bylaws shall be liberally construed to effect the purposes of the Corporation. 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.
entity.
The Corporation shall comply with the following special requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arms -length" relationship with all other legal entities
except as otherwise may be required by law.
(e) The Corporation shall pay the salaries of its own employees.
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TAM.e 1.2/2112003
BY-LAWS
of
TEXAS STUDENT HOUSING CORPORATION — MSU PROJECT
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Corporation.
The Texas Student Housing Corporation — MSU Project (the "Corporation") shall have all of the
powers and authority granted to nonprofit corporations created under Section 53.35(b), Texas Education Code,
as amended (the "Act"). The Corporation shall be managed by the Board of Directors (the "Board of
Directors") in accordance with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Corporation and its policies are
subject to supervision by the Town's Board of Aldermen (the "Board of Aldermen.")
SECTION 1.3. Student Assistance Program.
(a) The Corporation 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:
of Texas, and
(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
(iii) meet the requirements promulgated from time to time by the Board of Directors.
(e) Recipients may be provided use of student housing facilities owned by the Corporation 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
Corporation that are
(i) not subject to a lien and/or pledge securing the Corporation's bonds or other
obligations,
(ii) not required for the timely payment of the Corporation's operation and maintenance
expenses, and
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(iii) authorized by the Board of Directors.
(e) Corporation funds not used to provide funds for the Student Assistance Program may be used
for any lawful purpose.
SECTION 1.4. Regulations.
The Corporation, by action of the Board of Directors, may promulgate regulations (the "Regulations")
governing the Corporation's operations and implementation of the Student Assistance Program. The
Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the
"Articles") of this Corporation.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. Number Appointment, Term Disqualifications, and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Aldermen.
(d) The term of each Director shall be two years.
(e) 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.
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) No officer or employee of the Town may serve as a Director.
SECTION 2.2. Resignation.
Any Director may resign at any tune. 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 Corporation. 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 Corporation, 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
Corporation. Each committee shall consist of two or more Directors. Committees that do not have the
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authority of the Board of Directors in the management of the Corporation may be designated by resolution of
the Board of Directors and 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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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 Corporation shall be 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not hold the
office of Secretary.
SECTION 3.2. Appointment, Term Removal Vacanc 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president is the chief executive officer of the Corporation and, subject to the actions of the
Board of Directors, shall have general charge and supervision of the management of the affairs of the
Corporation.
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(b) The President shall preside at all meetings of the Board of Directors.
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) The President shall sign and execute all legal documents and instruments in the name of the
Corporation 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 Corporation.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Corporation under
the direction of the President.
(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 tape 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
President or the Board of Directors.
SECTION 3.6. Assistant Secretar .
(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 3.7. 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 Corporation 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
Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the
Board of Directors may designate.
(b) The Treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of
the Corporation.
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(c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign
all checks and other instruments drawn on or payable out of the fiinds of the Corporation and shall make
transfers and other dispositions of the funds and securities of the Corporation 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 President and/or the Board of Directors, the Treasurer shall render an
accounting of all transactions of the Treasurer and of the financial condition of the Corporation.
(f) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant Secretary.
(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 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on terms approved by the Board
of Directors and consented to by the Board of Alden -nen. In connection with the employment ofthe Executive
Director, the Corporation shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Aldermen, and the
carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
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SECTION 3. 10. 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 W
MEETINGS
SECTION 4.1. Meetings of Directors.
(a) The Board of Directors shall hold its meetings at the principal office of the Corporation;
provided that, if the President determines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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 Corporation. 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 or the Articles.
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SECTION 4.3. Order of Business.
The Board of Directors shall consider the matters before it in such order as the presiding officer ofthe
Board of Directors may determine.
ARTICLE V
ADMINISTRATION
SECTION 5.1. Staffing.
(a) Upon the recommendation of the President and the approval of the Board of Directors, the
Corporation may hire full or part-time employees to carry out the functions of the Corporation.
(b) Staff functions of the Corporation 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 Executive Director shall be the senior staff member of the Corporation, and all employees
of the Corporation shall report to the Executive Director.
SECTION 5.2. Engagement of Consultants.
(a) To assist the Corporation in acquiring, financing, and managing the Corporation's projects and
administering the Student Assistance Program and other activities of the Corporation, the Corporation shall
retain a general counsel (the "General Counsel"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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 Corporation or the Town and (ii)
shall prescribe the compensation payable to the Consultant. With respect to the relationship between the
Corporation and the Town, the interest of the Town shall be paramount.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall furnish the Board of Directors 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. Responsibilities of Executive Director.
The Executive Director shall be responsible for the following:
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(a) If the Corporation has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Corporation's property manager(s) (if any), obtaining insurance,
and other related matters, for any project that the Corporation has financed and/or owns, the Executive
Director, with respect to the provisions that are contained in the documents governing the acquisition,
financing, operations, and management of the project (collectively, such documents shall be referred to as the
"Project Administration Documents"), shall certify in writing to the Board of Directors at least once each
calendar quarter the following:
(i) the Corporation is in compliance with all material requirements applicable to the
Corporation that are contained in the Project Administration Documents,
(ii) the project is being managed by the Corporation's property manager(s) in compliance
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Corporation.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. Records.
(a) The Corporation 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
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(ii) Town representative authorized by the Board of Aldermen.
(c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall
be responsible for keeping and maintaining the Corporation's records.
SECTION 5.5. Authorization to Write Checks.
The President, the Treasurer, the Executive Director, and the Assistant Treasurer each shall be
authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the
Corporation 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 5.6. Administrative Fees.
The Corporation may prescribe fees payable by applicants for financial participation and/or assistance
by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray
the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful
purposes.
SECTION 5.7. Fiscal Year.
The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Corporation shall pay any amounts owed to the Town for permitting its employees to provide
staffing for the Corporation 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.
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 Corporation shall be as determined by the Board of Directors. The seal shall
not be necessary to the proper execution by the officers of the Corporation of any document or instrument
unless otherwise specified by the Board of Directors.
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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.
SECTION 6.4. Interpretation.
These Bylaws shall be liberally construed to effect the purposes of the Corporation. 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.
entity.
The Corporation shall comply with the following special requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arms -length" relationship with all other legal entities
except as otherwise may be required by law.
(e) The Corporation shall pay the salaries of its own employees.
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BYLAWS
of
TEXAS STUDENT HOUSING CORPORATION — COLLEGE STATION PROJECT
ARTICLE I
POWERS AND OPERATIONS IN GENERAL
SECTION 1.1. Powers of Corporation.
The Texas Student Housing Corporation — College Station Project (the "Corporation") shall have all of
the powers and authority granted to nonprofit corporations created under Section 53.35(b), Texas Education
Code, as amended (the "Act"). The Corporation shall be managed by the Board of Directors (the "Board of
Directors") in accordance with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
As the instrumentality of the Town of Westlake (the "Town"), the Corporation and its policies are
subject to supervision by the Town's Board of Aldermen (the "Board of Aldermen.")
SECTION 1.3. Student Assistance Program.
(a) The Corporation 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:
of Texas, and
(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
(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 by the Corporation 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
Corporation that are
(i) not subject to a lien and/or pledge securing the Corporation's bonds or other
obligations,
(ii) not required for the timely payment of the Corporation's operation and maintenance
expenses, and
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(iii) authorized by the Board of Directors.
(e) Corporation funds not used to provide funds for the Student Assistance Program may be used
for any lawful purpose.
SECTION 1.4. Regulations.
The Corporation, by action of the Board of Directors, may promulgate regulations (the "Regulations")
governing the Corporation's operations and implementation of the Student Assistance Program. The
Regulations shall not conflict with, and shall be subject to, these Bylaws and the Articles of Incorporation (the
"Articles") of this Corporation.
ARTICLE II
THE BOARD OF DIRECTORS
SECTION 2.1. Dumber, Appointment, Term, Disqualifications, and Removal of Directors.
(a) The Directors constituting the initial Board of Directors are those specified in the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors (including Directors filling vacancies) shall be appointed by the Board of
Aldermen.
(d) The term of each Director shall be two years.
(e) As a Director's tenn 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.
(f) Any Director may be removed at any time (with or without cause) by the Board of Aldermen.
(g) 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 Corporation. 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 Corporation, 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
Corporation. Each committee shall consist of two or more Directors. Committees that do not have the
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authority of the Board of Directors in the management of the Corporation may be designated by resolution of
the Board of Directors and 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
President. The Advisory Committee shall be composed of five members and shall include two Directors. The
President 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. L Officers.
(a) The officers of the Corporation shall be 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"), an executive director (the "Executive
Director"), and such other officers as the Board of Directors may from time to time appoint.
(b) The President and Vice President shall be Directors, but no other officers are required to be
Directors.
(c) The same person may hold more than one office, except that the President shall not hold the
office of Secretary.
SECTION 3.2. Appointment. Term. Removal. Vacancv 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 Executive Director shall automatically cease being an officer upon the removal or
resignation of the Executive Director.
(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 President.
(a) The president is the chief executive officer ofthe Corporation and, subject to the actions ofthe
Board of Directors, shall have general charge and supervision of the management of the affairs of the
Corporation.
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(b) The President shall preside at all meetings of the Board of Directors.
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect.
(d) The President shall sign and execute all legal documents and instruments in the name of the
Corporation 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 Corporation.
SECTION 3.4. Vice President.
(a) In the event of the absence or disability of the President, the Vice President shall discharge the
powers and duties of the President.
(b) The Vice President shall perform such additional duties as may be assigned from time to time
by the Board of Directors.
SECTION 3.5. Secretary.
(a) The Secretary shall have charge of the records and correspondence of the Corporation under
the direction of the President.
(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
President or the Board of Directors.
SECTION 3.6. 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 3.7. 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 Corporation 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
Corporation and shall deposit them to the credit of the Corporation in such banks or other depositories as the
Board of Directors may designate.
(b) The Treasurer shall keep proper books of account and other records showing at all times the
amount of the funds and other property belonging to the Corporation and of all receipts and disbursements of
the Corporation.
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(c) Under the direction of the Board of Directors, the Treasurer shall disburse all money and sign
all checks and other instruments drawn on or payable out of the funds of the Corporation and shall make
transfers and other dispositions of the funds and securities of the Corporation 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 President and/or the Board of Directors, the Treasurer shall render an
accounting of all transactions of the Treasurer and of the financial condition of the Corporation.
(f) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant Secretary.
(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 3.9. Executive Director.
(a) The Executive Director shall be appointed by the President, on terms approved by the Board
of Directors and consented to by the Board of Aldermen. In connection with the employment of the Executive
Director, the Corporation shall enter into an employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
(b) The Executive Director shall
President,
(i) report and be accountable to the Board of Directors, the Board of Aldermen, and the
(ii) carryout instructions given by the President, and
(iii) be subject to removal (for cause or without cause) at anytime by the President and/or
the Board of Aldermen.
(c) If the Executive Director is removed, the Corporation shall hire, as a successor Executive
Director, the person appointed by the President on terms approved by the Board of Directors and consented to
by the Board of Aldermen.
(d) Without any action by the Board of Directors, the Executive Director shall serve ex officio as
both Assistant Secretary and Assistant Treasurer.
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SECTION 3. 10. 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 Corporation;
provided that, if the President determines that, with respect to any regular or special meeting, an alternative
meeting place is appropriate, the President may designate an alternative place for such meeting.
(b) The time and place of each meeting of the Board of Directors shall be provided in each notice
of meeting.
(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 President or
the Secretary or by the Board of Directors at the time and place specified by the officer calling the special
meeting.
(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 any 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 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 Corporation. 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 or the Articles.
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SECTION 4.3. Order of Business.
The Board of Directors shall consider the matters before it in such order as the presiding officer ofthe
Board of Directors may determine.
ARTICLE V
ADMINISTRATION
SECTION 5.1. Staffing.
(a) Upon the recommendation of the President and the approval of the Board of Directors, the
Corporation may hire full or part-time employees to carry out the functions of the Corporation.
(b) Staff functions of the Corporation 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 Executive Director shall be the senior staff member of the Corporation, and all employees
of the Corporation shall report to the Executive Director.
SECTION 5.2. Engagement of Consultants.
(a) To assist the Corporation in acquiring, financing, and managing the Corporation's projects and
administering the Student Assistance Program and other activities of the Corporation, the Corporation shall
retain a general counsel (the "General Counsel"), 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 President, the Board of Directors, and the Board of
Aldermen.
(e) 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 Corporation or the Town and (ii)
shall prescribe the compensation payable to the Consultant. With respect to the relationship between the
Corporation and the Town, the interest of the Town shall be paramount.
(f) The General Counsel shall not be compensated for services rendered.
(g) Each Consultant entitled to compensation shall be compensated on the basis of effort and, as a
condition to being compensated, shall furnish the Board of Directors 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. Responsibilities of Executive Director,
The Executive Director shall be responsible for the following:
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(a) if the Corporation has oversight responsibilities, including, but not limited to, approval of
budgets, monitoring the performance of the Corporation's property manager(s) (if any), obtaining insurance,
and other related matters, for any project that the Corporation has financed and/or owns, the Executive
Director, with respect to the provisions that are contained in the documents governing the acquisition,
financing, operations, and management of the project (collectively, such documents shall be referred to as the
"Project Administration Documents"), shall certify in writing to the Board of Directors at least once each
calendar quarter the following:
(i) the Corporation is in compliance with all material requirements applicable to the
Corporation that are contained in the Project Administration Documents,
(ii) the project is being managed by the Corporation's property manager(s) in compliance
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board of Directors and is in
compliance with the Project Administration Documents, and
(iv) such other matters as may be requested by the President and/or the Board of Directors.
(b) If the Executive Director is unable to certify to the matters referred to in Section 5.3(a) above,
the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons
that the Executive Director cannot make such certification.
(c) No later than 60 days prior to the beginning of each fiscal year, the Executive Director shall
prepare and submit to the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities of the Corporation.
(d) With respect to any project budget that is required to be approved by the Board of Directors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(e) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President or a majority of the Board of Directors, the Executive Director shall provide any
financial report, to the extent reasonably possible, to the Board of Directors and the Board of Aldermen.
(f) In performing the duties assigned to the Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that consultation is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 5.4. Records.
(a) The Corporation 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
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(ii) Town representative authorized by the Board of Aldermen.
(c) The Secretary and Assistant Secretary, under the supervision of the Executive Director, shall
be responsible for keeping and maintaining the Corporation's records.
SECTION 5.5. Authorization to Write Checks.
The President, the Treasurer, the Executive Director, and the Assistant Treasurer each shall be
authorized to write checks on behalf of the Corporation from any bank or trust account maintained by the
Corporation 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 5.6. Administrative Fees.
The Corporation may prescribe fees payable by applicants for financial participation and/or assistance
by the Corporation and such other fees and charges as the Board of Directors determines appropriate to defray
the administrative expenses incurred in the operation of the Corporation or to be used for any other lawful
purposes.
SECTION 5.7. Fiscal Year.
The fiscal year of the Corporation shall be the annual period determined by resolution of the Board of
Directors.
SECTION 5.8. Amounts Owning to Town.
The Corporation shall pay any amounts owed to the Town for permitting its employees to provide
staffing for the Corporation 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 TakingEffect.
ffect.
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 Corporation shall be as determined by the Board of Directors. The seal shall
not be necessary to the proper execution by the officers of the Corporation of any document or instrument
unless otherwise specified by the Board of Directors.
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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.
SECTION 6.4. Interpretation.
These Bylaws shall be liberally construed to effect the purposes of the Corporation. 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.
entity.
The Corporation shall comply with the following special requirements:
(a) The Corporation shall maintain its books and records separate and apart from any other legal
(b) The Corporation shall not commingle its assets with the assets of any other legal entity.
(c) The Corporation shall maintain financial records separate from any other legal entity.
(d) The Corporation shall maintain an "arms -length" relationship with all other legal entities
except as otherwise may be required by law..
(e) The Corporation shall pay the salaries of its own employees.
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