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HomeMy WebLinkAboutRes 02-31 Approving a Correction to the Bylaws of the Texas Student Housing AuthorityTOWN OF WESTLAKE RESOLUTION NO. 02-31 A RESOLUTION APPROVING A CORRECTION OF THE BYLAWS OF THE TEXAS STUDENT HOUSING CORPORATION, THE TEXAS STUDENT HOUSING CORPORATION - SAN MARCOS PROJECT, AND THE TEXAS STUDENT HOUSING CORPORATION -- COLLEGE STATION PROJECT, AND RESOLVING RELATED MATTERS WHEREAS, on September 24, 2001, the Board of Aldermen (the `Board"), as the governing body of the Town of Westlake, Texas (the "Town"), adopted amendments to the Bylaws of the Texas Student Housing Corporation ("TSHC"), the Texas Student Housing Corporation -- San Marcos Project ("TSHCSMP"), the Texas Student Housing Corporation -- College Station Project ("TSHCCSP"), the Texas Student Housing Corporation — Denton Project ("TSHCDP"), and the Texas Student Housing Authority ("TSHA") (collectively, the TSHC, the TSHCSMP, the TSHCCSP, and the TSHA shall be referred to as the "Texas Student Housing Entities"); WHEREAS, it was the intent of this Board that the Bylaws of each of the Texas Student Housing Entities have a seven member board of directors and that the Bylaws of each of the Texas Student Housing Entities contain, to the extent legally possible, the same governing provisions; WHEREAS, due to a drafting error, it has been determined that the Bylaws of the TSHC, the TSHCSMP, and the TSHCCSP incorrectly indicate that the number of directors is eight instead of seven: WHEREAS, the Bylaws of the TSHCDP and the TSHA correctly indicate that the number of directors as being seven; WHEREAS, the Board hereby determines that it was a technical error that the Bylaws of the TSHC, the TSHCSMP, and the TSHCCSP indicated that the respective boards of directors were composed of eight members and that such boards of directors were intended, at the time the erroneous Bylaws were adopted on September 24, 2001 and all times thereafter, to be composed of seven members; WHEREAS, the Board hereby intends to adopt the corrected Bylaws of the TSHC, the TSHCSMP, and the TSHCCSP, in the form attached hereto as Exhibit -A, Exhibit -B, and Exhibit -C establishing that the correct number of directors is seven; WHEREAS, the Board hereby ratifies and confirms all actions taken by the boards of directors of the TSHC, the TSHCSMP, and the TSHCCSP from the adoption of the erroneous Bylaws on September 24, 2001 through the date of adoption of the corrected Bylaws authorized by this resolution; 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 hereby finds and determines that it is in the best interest of the Town and its inhabitants that the Bylaws the TSHC, the TSHCSMP, and the TSHCCSP be corrected to establish that the correct number of directors is seven by authorizing adoption of the corrected Bylaws in the forms attached hereto as Exhibit -A, Exhibit -B, and Exhibit -C. SECTION 3. The Bylaws of the TSHC, the TSHCSMP, and the TSHCCSP, as having been amended from time to time, are hereby ratified and confirmed and each of the Bylaws, as reflected on such exhibits, shall become effective upon adoption by the respective boards of the TSHC, the TSHCSMP, and the TSHCCSP. SECTION 4. It is the intent of this Board that all actions taken by the respective boards of directors of the TSHC, the TSHCSMP, and the TSHCCSP, from the time of the adoption of the erroneous Bylaws through the adoption of the corrected Bylaws, be ratified and confirmed on the basis that it was the intent of this Board that the correct number of directors for each board of directors was seven and not eight during this period. SECTION 5. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS STH DAY OF JULY, 2002, Scott Bradley, Mayor ATTEST: dinget rosswy, Town Secretary APPROVED AS TO FORM: Trent O. Petty, Town Manager AMENDED AND RESTATED BYLAWS of TEXAS STUDENT HOUSING CORPORATION ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION I .I I. Powers of Corporation. The Texas Student Housing Corporation (the "Corporation") shall have all of the powers and authority granted to nonprofit corporations under Section 53.35(b), Texas Education Code, as amended (the "Act"). SECTION 1.2, Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board (any member, a "Director") or by the Director's authorized agent or by any authorized representative of the Town of Westlake (the "Town"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees of the Town, under the direction of the Town Manager, subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. SECTION 1.5. Administrative Fees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Corporation. SECTION 1.6. Student Assistance Program, The Corporation shall promulgate Regulations establishing and providing for the administration of a program designed to provide education and/or housing assistance to deserving students residing in the Keller Independent School District (the "Keller ISD"), the Carroll Independent School District (the "Carroll ISD"), and the Northwest Independent School District (the "Northwest ISD") at the institution(s) of higher education that are aided by the Corporation (the "Student Assistance Program"). The Regulations governing the Student Assistance Program shall provide a preference in the awarding of student assistance to students who reside in the Town (and who otherwise qualify for assistance). The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are not subject to alien and/or pledge securing the Corporation's bonds or other obligations or required for the timely payment of the Corporation's operation and maintenance expenses. "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs, assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from each of the Carroll ISD, the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. TSHC.BYLAWS —Page 1 TAM.v2, 9/21 /2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number Appointment, Term Disqualifications, and Removal of Directors. The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Articles. Subsequent Directors (including Directors filling vacancies) shall be appointed by the governing body of the Town. The term of each Director is two years, provided that a Director shall continue to serve until his/her successor is appointed and assumes office. No officer or employee of the Town may serve as a Director. Any Director may be removed at any time (with or without cause) by the governing body of the Town. SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) 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, or telecopy) not later than two hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of 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 2.4. Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board 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 except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. TSHC.BYLAWS — Page 2 TAM.v2.412112001 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. 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. Each officer shall be appointed by the Board for a tenri of two years and shall continue to serve until his/her successor is appointed and assumes office. Each officer is subject to removal from office (with or without cause) at anytime by the vote of a two- thirds majority of the Directors in office. 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. The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. 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, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice -President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at, the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. The secretary need not be a member of the Board. SECTION 3.6. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board 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 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. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the TSHC.BYLAWS — Page 3 TAM.v2.912112001 president and to the Directors an account of all transactions of the treasurer and of the financial condition of the Corporation upon request. SECTION 3.7. Compensation of Officers. Officers 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 IV FINANCIAL ADMINISTRATION SECTION 4.1. Appointment of_Program Administrator. The Board shall appoint a program administrator (the "Program Administrator") who shall be authorized to supervise the performance of all staff functions of the Corporation and take any other action as authorized by the Board. The initial Program Administrator shall be Petty & Associates, Inc., and Trent O. Petty shall be authorized to act as Program Administrator on behalf of Petty & Associates, Inc. The Program Administrator shall be compensated as determined by the Board, SECTION 4.2. Maintenance of Financial Records. Notwithstanding any other provision of these Bylaws, all financial and accounting records and all bank and trust accounts of the Corporation shall be maintained at the principal corporate office of the Corporation in the custody of the Program Administrator. Each Director shall have access to all financial records of the Corporation at any time during normal business hours. SECTION 4.3. Financial Reports. The Program Administrator shall provide the Board with a monthly transaction report showing all income received and expenses paid during each calendar month. Upon the request of a majority of the Board, the Program Administrator shall provide any financial report, to the extent reasonably possible, to the Board. Upon the request of the treasurer, the Program Administrator shall assist the treasurer in the performance of the treasurer's duties. SECTION 4.3. Authorization to Write Checks. Notwithstanding any other provision of these Bylaws, the treasurer and the Program Administrator 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; provided that, with respect to any check in excess of $5,000, the check must be signed by the treasurer or the Program Administrator and by any other officer or member of the Board. ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.1. Time for Taking, Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 5.2. Resignation. Any Director or any officer of the Corporation 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 so 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 so provided in the instrument of resignation. SECTION 5.3, Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 5.4. Seal. The official seal of the Corporation shall be as determined by the Board. 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. TSHC.BYLAWS --- Page 4 TAM.v2.9/21 /2001 SECTION 5.5. 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. (e) The Corporation shall maintain financial records separate from any other legal entity. (d) The Corporation shall maintain an "arm -length" relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 5.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board, which amendment shall not take effect until approved by the governing body of the Town. SECTION 5.7. 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). TSHC.BYLAWS — Page 5 TAM.v2.9l21 /2001 UUTIDIN )007:1211a=11V.11111:1a:3•�w:�►rl.� of TEXAS STUDENT HOUSING CORPORATION — SAN MARCOS PROJECT ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION I .I . 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 under Section 53.35(b), Texas Education Code, as amended (the "Act"). SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board in accordance with applicable law. The records and minutes shalt be made available for inspection at all reasonable times by any member of the Board (any member, a "Director") or by the Director's authorized agent or by any authorized representative of the Town of Westlake (the "Town"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees ofthe Town, under the direction of the Town Manager, subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. SECTION 1.5. Administrative Fees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Corporation. SECTION 1.6. Student Assistance Program. The Corporation shall promulgate Regulations establishing and providing for the administration of a program designed to provide education and/or housing assistance to deserving students residing in the Keller Independent School District (the "Keller ISD"), the Carroll Independent School District (the "Carroll ISD"), and the Northwest Independent School District (the "Northwest ISD") at the institution(s) of higher education that are aided by the Corporation (the "Student Assistance Program"). The Regulations governing the Student Assistance Program shall provide a preference in the awarding of student assistance to students who reside in the Town (and who otherwise qualify for assistance). The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge securing the Corporation's bonds or other obligations or required for the timely payment of the Corporation's operation and maintenance expenses. "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs, assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from each of the Carroll ISD, the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. TSIICSM.BYLAWS —Page 1 TAM.v2.9/21 /2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number Appointment, Term Disqualifications, and Removal of Directors. The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Articles. Subsequent Directors (including Directors filling vacancies) shall be appointed by the governing body of the Town. The term of each Director is two years, provided that a Director shall continue to serve until his/her successor is appointed and assumes office. No officer or employee of the Town may serve as a Director. Any Director may be removed at any time (with or without cause) by the governing body of the Town. SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special mecting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of a special meeting, any matter that may be acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) 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, or telecopy) not later than two hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of 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 2.4. Quorurn. A majority of the number of Directors fixed by these bylaws as constituting the Board shall constitute a quorum for the transacting of the business of the Corporation. The act of majority of the Directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. TSHCSM.BYLAWS — Page 2 TAM.v2.9/21/2001 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. 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. Each officer shall be appointed by the Board for a term of two years and shall continue to serve until his/her successor is appointed and assumes office. Each officer is subject to removal from office (with or without cause) at anytime by the vote of a two- thirds majority of the Directors in office. 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. The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of the affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. 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, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice -President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at, the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. The secretary need not be a member of the Board. SECTION 3.6. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board 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 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. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the TSHCSM.BYLAWS — Page 3 TAM.0.9/21/2001 president and to the Directors an account of all transactions of the treasurer and of the Financial condition of the Corporation upon request. SECTION 3.7. Compensation of Officers. Officers 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 IV FINANCIAL ADMINISTRATION SECTION 4.1. Appointment of Program Administrator. The Board shall appoint a program administrator (the "Program Administrator") who shall be authorized to supervise the performance of all staff functions of the Corporation and take any other action as authorized by the Board. The initial Program Administrator shall be Petty & Associates, Inc., and. Trent O. Petty shall be authorized to act as Program Administrator on behalf of Petty & Associates, Inc. The Program Administrator shall be compensated as determined by the Board. SECTION 4.2. Maintenance of Financial Records. Notwithstanding any other provision of these Bylaws, all financial and accounting records and all bank and trust accounts of the Corporation shall be maintained at the principal corporate office of the Corporation in the custody of the Program Administrator. Each Director shall have access to all financial records of the Corporation at any time during normal business hours. SECTION 4.3. Financial Reports. The Program Administrator shall provide the Board with a monthly transaction report showing all income received and expenses paid during each calendar month. Upon the request of a majority of the Board, the Program Administrator shall provide any financial report, to the extent reasonably possible, to the Board.. Upon the request of the treasurer, the Program Administrator shall assist the treasurer in the performance of the treasurer's duties. SECTION 4.3. Authorization to Write Checks. Notwithstanding any other provision of these Bylaws, the treasurer and the Program Administrator 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; provided that, with respect to any check in excess of $5,000, the check must be signed by the treasurer or the Program Administrator and by any other officer or member of the Board. ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 5.2. Resignation. Any Director or any officer of the Corporation 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 so 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 so provided in the instrument of resignation. SECTION 5.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 5.4. Seal. The official seal of the Corporation shall be as determined by the Board. 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. TSHCSM.BYLAWS — Page 4 TAM.Q.W2 I /200 f SECTION 5.5. 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 "arm -length" relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 5.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board, which amendment shall not take effect until approved by the governing body of the Town. SECTION 5.7. 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 j urisdiction, 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). TSHCSM.BYLAWS — Page 5 TAM.Q.9/2112401 AMENDED AND RESTATED 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 under Section 53.35(b), Texas Education Code, as amended (the "Act"). SECTION 1.2. Records. The Corporation shall keep complete corporate and financial records and minutes of the proceedings of its board of directors (the "Board") and of committees (if any) of the Board in accordance with applicable law. The records and minutes shall be made available for inspection at all reasonable times by any member of the Board (any member, a "Director") or by the Director's authorized agent or by any authorized representative of the Town of Westlake (the "Town"). SECTION 1.3. Regulations. The Corporation, by action of the Board, may promulgate regulations (the "Regulations") governing the Corporation's operation. The Regulations shall not conflict with, and shall be subject to, these Bylaws and the Corporation's Articles of Incorporation (the "Articles"). SECTION 1.4. Staffing Functions. Staff functions of the Corporation may be performed by employees of the Town, under the direction of the Town Manager, subject to payment by the Corporation of the actual costs of the staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay the bills upon receipt (or as promptly thereafter as practicable) from any of its funds available for such payment. SECTION 1.5. Administrative Fees. The Regulations may prescribe fees payable by applicants for financial participation and/or assistance by the Corporation and such other fees and charges as the Board determines appropriate to defray the administrative expenses incurred in the operation of the Corporation. SECTION 1.6. Student Assistance Program. The Corporation shall promulgate Regulations establishing and providing for the administration of a program designed to provide education and/or housing assistance to deserving students residing in the Keller Independent School District (the "Keller ISD"), the Carroll Independent School District (the "Carroll ISD"), and the Northwest Independent School District (the "Northwest ISD") at the institution(s) of higher education that are aided by the Corporation (the "Student Assistance Program"). The Regulations governing the Student Assistance Program shall provide a preference in the awarding of student assistance to students who reside in the Town (and who otherwise qualify for assistance). The Student Assistance Program shall be funded exclusively from those funds (if any) of the Corporation that are not subject to a lien and/or pledge securing the Corporation's bonds or other obligations or required for the timely payment of the Corporation's operation and maintenance expenses. "An Education Leadership Advisory Committee" (the "Advisory Committee") empowered to advise the Board concerning students needs, assistance and any other matters deemed necessary by the Board including student scholarship review criteria. The Advisory Committee shall be composed of five members and shall include a representative from each of the Carroll ISD, the Keller ISD, and the Northwest ISD and two Directors. The president shall be empowered to appoint and remove all members of the Advisory Committee. TSHCCS.BYLAWS —Page 1 TAM, v2, 9/21 /2001 ARTICLE II BOARD OF DIRECTORS SECTION 2.1. Management of Corporation. The Board is responsible for the management of the Corporation. SECTION 2.2. Number Appointment, Term Disqualifications, and Removal of Directors. The Board shall consist of seven Directors. The Directors constituting the initial Board are those specified in the Articles. Subsequent Directors (including Directors filling vacancies) shall be appointed by the governing body of the Town. The term of each Director is two years, provided that a Director shall continue to serve until his/her successor is appointed and assumes office. No officer or employee of the Town may serve as a Director. Any Director may be removed at any time (with or without cause) by the governing body of the Town. SECTION 2.3. Meetings of Directors. (a) The Board may hold its meetings at any place designated (from time to time) by the Board. In the absence of any designation, meetings shall be held at the principal office of the Corporation. Regular meetings of the Board shall be held at such times and places as designated by resolution of the Board. A special meeting of the Board shall be held whenever called by the president or the secretary of the Corporation or by the Board at the time and place specified by the authority calling the special meeting. Unless otherwise indicated in the notice of special meeting, any matter that maybe acted upon by the Board at a regular meeting may be acted upon at a special meeting. (b) 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, or telecopy) not later than two hours in advance of the meeting. Notice of any Board meeting to persons other than Directors shall be given if and to the extent required by law. (c) Attendance of 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 2.4, Quorum. A majority of the number of Directors fixed by these bylaws as constituting the Board 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 except as otherwise required by law or by these Bylaws or the Articles. SECTION 2.5. Order of Business. The Board shall consider the matters before it in such order as the Board may determine. SECTION 2.6. Committees. The Board, by resolution adopted by a majority of the Directors in office, may designate one or more committees that, to the extent provided in the resolution, shall have the authority of the Board in the management of the Corporation. Each committee shall consist of two or more Directors. Committees that do not have the authority of the Board in the management of the Corporation may be designated by resolution of the Board or by the president of the Corporation, and membership on any committee need not be limited to Directors. TSHCCS.BYLAWS -- Page 2 TAM.v2.9/2112001 SECTION 2.7 Compensation of Directors. Directors are not entitled to receive any compensation for their services as Directors, except for reimbursement of their actual expenses incurred in the performance of their official duties. ARTICLE III OFFICERS SECTION 3.1. Office Titles. The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time appoint. 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. Each officer shall be appointed by the Board for a tenn of two years and shall continue to serve until his/her successor is appointed and assumes office. 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. 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. The president shall preside at all meetings of the Board. The president is the chief executive officer of the Corporation and, subject to the control of the Board, shall have general charge and supervision of the management of tale affairs of the Corporation. The president shall cause all orders and resolutions of the Board to be put into effect. 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, except when the signing and execution thereof is delegated by the Board to some other officer or to an agent of the Corporation. SECTION 3.4. Vice -President. The vice-president shall, in the event of the absence or disability of the president, discharge the powers and duties of the president, and the vice-president shall perform such additional duties as may be assigned from time to time by the Board. SECTION 3.5. Secretary. The secretary shall have charge of the records and correspondence of the Corporation under the direction of the president. The secretary is responsible for the giving of notice of meetings of the Board, and the secretary shall attend the Board meetings and shall take and keep minutes of, and record all votes cast at, the meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. The secretary need not be a member of the Board. SECTION 3.5. Treasurer. (a) To the extent not otherwise provided in any resolution of the Board relating to the issuance of bonds or other obligations of the Corporation or to instruments authorized by the Board 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 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. The treasurer shall, under the direction of the Board, disburse all money and sign all checks and other instruments drawn on or payable out of the funds of the Corporation and shall also make such transfers and other dispositions of the securities of the Corporation as may be ordered by the Board. (c) The treasurer shall also discharge such additional duties as may be assigned from time to time by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the TSHCCS.BYLA W S — Page 3 TAM.v2.9/2112001 president and to the Directors an account of all transactions of the treasurer and of the financial condition ofthe Corporation upon request. SECTION 3.7. Compensation of Officers. Officers 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 IV FINANCIAL ADMINISTRATION SECTION 4.1. Appointment of Program Administrator. The Board shall appoint a program administrator (the "Program Administrator") who shall be authorized to supervise the performance of all staff functions of the Corporation and take any other action as authorized by the Board. The initial Program Administrator shall be Petty & Associates, Inc., and Trent O. Petty shall be authorized to act as Program Administrator on behalf of Petty & Associates, Inc. The Program Administrator shall be compensated as determined by the Board. SECTION 4.2. Maintenance of Financial Records. Notwithstanding any other provision of these Bylaws, all financial and accounting records and all bank and trust accounts of the Corporation shall be maintained at the principal corporate office of the Corporation in the custody of the Program Administrator. Each Director shall have access to all financial records of the Corporation at any time during normal business hours. SECTION 4.3. Financial Reports. The Program Administrator shall provide the Board with a monthly transaction report showing all income received and expenses paid during each calendar month. Upon the request of a majority of the Board, the Program Administrator shall provide any financial report, to the extent reasonably possible, to the Board. Upon the request of the treasurer, the Program Administrator shall assist the treasurer in the performance of the treasurer's duties. SECTION 4.3. Authorization to Write Checks. Notwithstanding any other provision of these Bylaws, the treasurer and the Program Administrator 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; provided that, with respect to any check in excess of $5,000, the check must be signed by the treasurer or the Program Administrator and by any other officer or member of the Board. ARTICLE V MISCELLANEOUS PROVISIONS SECTION 5.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 5.2. Resignation. Any Director or any officer of the Corporation 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 so 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 so provided in the instrument of resignation. SECTION 5.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 5.4. Seal. The official seal of the Corporation shall be as determined by the Board. 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. TSHCCS.BYLAWS — Page 4 TAM.v2.9/2112001 SECTION 5.5. Special Requirements. The Corporation shall comply with the following special requirements: (a) The Corporation shall maintain its boobs 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 "arm -length" relationship with all other legal entities except as it otherwise required by law. (e) The Corporation shall pay the salaries of its own employees. SECTION 5.6. Amendments. These Bylaws may be amended at any time, and from time to time, by resolution of the Board, which amendment shall not take effect until approved by the governing body of the Town. SECTION 5.7. 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). TSHCCS.BYLAW S — Page 5 TAM.v2.912112001