HomeMy WebLinkAbout02-27-03 TSHA Min (2) MINUTES and CERTIFICATION
On February 27, 2003, the Board of Directors(the`Board")of the Texas Student Housing Authority
(the"Authority")convened in regular meeting at the designated meeting place in the Town of Westlake,Texas.
The meeting was called by the incorporators of the Authority. The roll of the duly constituted members of the
Board was called,which are as follows:
Name Title Absent
James P. Carter President
Worth Blake Vice President
Annette Bush Treasurer
Dr. John Brooks Member
Dr. Forrest Watson Member
Becky Rogers Member
Member
and all of these persons, except for those indicated above as being absent,were present,thus constituting a
quorum of the Board.
Among other business, a written Resolution bearing the following caption was introduced:
A Resolution Approving the Amendment to the Bylaws of the Authority, and Resolving Related Matters
The Resolution was read by the Board.
After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding
Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote:
AYES:
NOES:
ABSTENTIONS:
The Presiding Officer then declared the Resolution to be adopted.
The persons named herein are the duly chosen,qualified,and acting officers and members of the Board
as indicated herein.
Each of the officers and members of the Board was duly and sufficiently notified officially and
personally, in advance,of the time,place,and purpose of the aforesaid meeting and that the resolution would
be introduced and considered for adoption at the meeting.
The meeting was open to the public,and public notice of the time,place,and purpose of the meeting was
given all as required by Chapter 551 of the Texas Government Code.
MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the
duly constituted members of the Board, and the attached copy of the Resolution is hereby certified to be a
correct copy of an official copy thereof,on file among the official records of the Board and such resolution has
not been amended and is in full force and effect.
oll
By: /0 t
Name: Gin r Crosswy
Title: Secretary
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A RESOLUTION APPROVING THE AMENDED BYLAWS CFTHE
AND RESOLVING RELATED MATTERS
WHEREAS, on February 24, 20O3, the Board of Aldermen (the "Board of &ldeomen"), as the
governing body of the Town of Westlake, Texas (the "Town"), adopted amendments to the Bylaws of the
Texas Student Housing Authority('^TO}fA°),the Texas Student Housing Corporation(^^TSffC`),the Texas
Student Housing Corporation--San Marcos Project("TSHCSMP"),the Texas Student Housing Corporation--
College Station Project ('^T8BCCS9`), the Tcrum Student Housing Corporation — Denton Project
(^^TS}{CCU,`),and the Texas Student Housing Corporation—X88lJ Project("TSI{CMSD9`^)(unl|ectivokctbe
ISBA, the T0£{C, the T8BCSM9" [beT8BCCSP, and the TSBCMSDP mbu|| bn referred to as the ^^'Iexua
Student Housing Entdieo");
WHEREAS, each nf the Texas Student Housing Entities imuoinstrumentality of the Town created
under the EIkrh�c �doou1ioo�ntbo �-- /\ot'.
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WHEREAS, on behalf of the Town, the Board of Aldermen has approved an amendment of the
Bylaws of the ISBCin the form attached hereto ao ;
WflEf0BA3, the meeting at vvbicb this Resolution has been considered was open to the nnhlio as
required by law, and public ondoe of the Lbuc, place, and subject of the ozecdoo has been given in
accordance with Chapter 55l, Government Code;
NOW, THEREFORE, BElT RESOLVED BY THE BOARD 0F DIRECTORS (}F THE TEXAS
STUDENT HOUSING AUTHORITY:
SECTION 1. The findings uoUdoclarudonuoon1ninediutbcDzouoobb:ofthdmfbaobud000robozcby
incorporated as part of this Resolution.
SECTION 2. This Board nf Directors of the TSHA hereby adopts the amended Bylaws, in the
fhoo attached hereto as .
SECTION 3. This Resolution shall take effect immediately upon its adoption.
APPROVED February 27,,;003.
zi
Nara James P. Name: u/og&�'droaany
1`61e: Pn:yideir Title: Secretary
[SEAL]
Exhibit-A By\mvz
Amendment.Bylaws.TSBBa 2
raw.2-20-2003
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BYLAWS
of
TEXAS STUDENT HOUSING Al[T8()llITY
ARTICLE
POWERS AND OPERATIONS INGENERAL
SECTION l.|. Powers of Authoritv.
The Texas Student Housing Authority (the ^^&ntborhy") shall have all of the powers and authority
granted to"Higher Education Authorities"created under Section 53.11,Texas Education Code,as amended
Abe ^^/\otl. The Authority shall be managed 6vthe Board of Directors Abe "Board of Directors") in
accordance with the Act.
SECTION 1.2. Supervision by Board of Aldermen.
f\a the instrumentality nf the Town ofWestlake(the^'To`pu"),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 Progam.
(o) The Authority shall establish u program (the "Student Assistance Program") to provide
assistance to students attending iootiUutioo(m)ufhigher education whose principal oumqpumia|uoatedbutbcStu1e
of Texas.
(b) Students qualifying for assistance shall ho referred toos^^Reu' ients,"whoinorder to qualify
zonat:
(8 he a graduate ufuhigh school located in the State of Texas,
(ii) attend uu institution of higher education whose principal caugpunio|ooutediutbe State
of Texas, and
(iii) meet the requirements promulgated from time to time hy the Board ofDirectors.
(o) Recipients may be provided use of student housing facilities owned hv the Authority o1ucost
less than the cost paid hy other students residing bo the same student housing facility(the assistance provided to
each Recipient shall bc referred toaoa''8obolumhi ").
(d) The Student Assistance Program shall be funded exclusively from those funds(if any)of the
Authority that are
(i) not subject tnu lien and/or pledge securing the Authority's bonds oz other obligations,
(ii) not required for the timely payment of the Authority's operation and maintenance
expenses, and
TGBC.BYLAW8—Page ]
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(iii) authorized hv the Board nfDirectors,
AA Authority funds not used to provide funds for the Student Assistance Program may be used for
any lawful purpose.
3EC77()N 1.4. Regulations.
The Authority,by action of the Board of Directors,may promulgate regulations(the"Regulations")
governing the Authority's operations and implementation ofthe Student Assistance Program. The Regulations
shall not conflict with,and shall be subject to,these Bylaws and the Articles of Incorporation(the"Articles")
o[this Authority.
ARTICLE 11
THE BOARD 0FDIRECTORS
SECTION 2.l. .
(u) The Directors constituting the initial Board nf Directors are those specified iu the Articles.
(b) The Board of Directors shall consist of seven Directors.
(c) Successor Directors(including Directors fil)' vacancies)shall he appointed hv the Board of
Aldermen.
(d) The term of each Director shall be two years.
(u) 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 mresignation.
(f) Any Director may be removed at any time(with m without cause)hy the Board o[Aldermen.
(g) Nb officer or employee of the Town may serve aauDirector.
SECTION 22. Resignation.
Any Director may resign at any time. A resignation shall bc made by written instrument and shall take
effect u1 the time specified therein or, ifuo time ismpeobfied` a1the time of its receipt 6v the president orthe
secretary of the }\ctbordv. The acceptance of rcaiguudk/n is not oou000azy 0u make it effective unless
expressly provided in the instrument ofresignation.
SECTION 2.3. Committees.
(a) With respect to the management of the Authmrity, the Board of Directors, by resolution
adopted by omajority 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 ofthe
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 rueoubersb' on any committee io not limited toDirectors.
78BC.BYLA\98—Page 2
86 With respect to the administration of the Student Assistance an Education
Leadership Advisory Committee (the 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 mbaDhcoompVxodoffivcmoeznbmsoudobollino\odohwoI}bndnzn. The
President shall bc empowered to appoint and remove all oucoubero of the Advisory Committee.
SECTION 2.4, Compensation of Directors.
Directors are not entitled to receive any uoozpeoaadoo for their services as officers, except for
reimbursement of their actual expenses incurred iothe performance of their otfiuiulduties.
ARTICLE III
THE OFFICERS AND DUTIES
SECTION 3.l. Officers.
(a) The officers of the Authority shall buopresident(the^Preoident"),o vice president(the"Vice
President"), o aouoabuy(the"Secretary"), on assistant secretary(the ^^Asniotuu1 Secretary"), ubeaaurer(the
"Treasurer"), an assistant treasurer Abe "Assistant Treasurer"), an executive director Abe '^Exeun1b/o
Director"), and such other officers as the Board of Directors may from time to time appoint.
(h) The President and Vice President shall bc Directors,but on other officers are required tobu
Directors.
(c) The same person may hold more than one Vffice,except that the President shall not hold the
offiocofSecretary.
SECTION 3.2. .
(A Each officer shall be appointed by the Board ofDirectors for uterm 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 uotoroutico{b/ cease being an offiocrupon 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
ofu two-thirds majority oftbeI)ireotorubuotOuo.
(o) A vacancy io any office shall hc filled iu the same manner an the original oppobntmeotforfbe
unexpired term thereof.
SECTION 3.3 President.
k8 The president is the chief executive officer of the Authority and,subject to the actions of the
Board of Directors, shall have gozeod oburgc and supervision uf the management ofthe affairs of the
Authority.
(b) The President shall preside at all meetings of the Board ofDirectors.
?8}{C.Bl,LAVYS—Page 3
(c) The President shall cause all orders and resolutions of the Board of Directors to be put into
effect
(c) The President shall sign and execute all legal documents and instruments in the name ofthe
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.
(u) In the event of the absence or disability of the President,the Vice President shall discharge the
powers and duties of the President.
/h\ The Vice President shall perform such additional duties ua may he assigned froortbnetobouo
hv the Board ofDirectors.
SECTION 3.5. Secretary.
(u) The Secretary shall have charge of the records and correspondence ofthe 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 nr the Board ofDirectors.
SECTION 9.6. Assistant Secretarv.
(u) In the event of the absence ozdisability of the Deoce1*zy, the Assistant Secretary abul}
discharge the powers and duties ofthe 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.
kA To the extent not otherwise provided inany resolution ofthe Board ofDirectors relating to the
issuance of bonds or other obligations ofthe Authority orto instruments authorized bv the Board ofDirectors
to provide security therefor,the Treasurer shall have the custody of all the funds and securities of the Authority
and ebo1l deposit them 1othe credit ofthe }\uibnrdv in such banks or other depositories as the Board of
Directors may designate.
(h) 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.
T88C.BYLAWS—Page 4
T/mux/.2o1/2003
(c) Under the direction of the Board of Directors,the Treasurer shall disburse all money and sign
all checks and other instruments drawn onm payable out of the funds ofthe 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.
(n) Upon the request of the President and/or the Board of Directors,the Treasurer shall render an
accounting of all transactions of the Treasurer undof{bofivauoiu|coodbi000ftbe Authority.
(f) The Treasurer shall give bond only if required to do so by the Board of Directors.
SECTION 3.8. Assistant SecretM.
(u) In the event ofthe ubocuuc or disability ofthe 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 bvthe Board ofDirectors.
SECTION 3.9. Executive Director,
(u) The Executive Director shall be appointed by the President,on terms approved by the Board
of Directors and consented to8v the Board ofAldermen. Iu connection with the employment ofthe Executive
Director,the/\oƒhorh�,,shall enter into oo employment contract with the Executive Director, which contract
shall be approved by the Board of Directors and consented to by the Board of Aldermen.
Db The Executive Director shall
(i) report and be accountable to the Board of Directors,the Board of Aldermen,and the
President,
(ii) uorryoot 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 ofAldermen.
(c) If the Executive Director iu removed, the Authority shall hire, as u successor Executive
Director,the person appointed bvthe President uo terms approved hy the Board of Directors and consented to
bv the Board ofAldermen.
(d) Without any action by the Board of Directors,the Executive Director shall serve axoffio/oue
both Anoimbsut Secretary and Assistant Treasurer.
SECTION 3.10. Compensation of Officers.
Officers who are not Directors may receive compensation for their services as officers on tcoom
approved bv the Board ofDirectors.
TSBC.BYLAWS—Page 5
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ARTICLE IV
D&EBTlN(}S
SECTION 4.l. Meetings of Directors.
kJ The Board of Directors obuO hold its meetings at the principal office of the ;
provided that, if the President determines that,with respect to any regular or special meeting, an alternative
meeting place in appropriate,the President may designate onalternative 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.
(u) Regular meetings of the Board of Directors shall be held at the times designated by resolution
of the Board ofDirectors.
(d) Special meetings of the Board of Directors shall be held whenever called by the President or
the Secretary nrhvthe Board of Directors ai the time and place specified by the officer calling the special
meeting.
(e) lJulooa otherwise indicated in the notice ofa special meeting, any matter that may be uob:d
upon hv the Board ofDirectors at a regular meeting may hc acted upon ata special meeting.
0 Except as otherwise provided by law,notice to Directors ofuregular meeting is not required.
Notice of the time and place of each special meeting shall bc given to each Director (either hypersonal
delivery, United States mail` telephone, te)eoopy, 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 10 the eztoo1 n:gnbed by law.
(g) Attendance byuDirector atu meeting shall constitute owaiver by the Director of any notice nf
meeting,unless the Director attends the meeting for the express purpose of objecting to the transaction ofany
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 tbeuoticc)abaJ|hedeeoued
to be the equivalent tothe giving of notice.
SECTION 4.2. Quorum.
A majority oftboouozbocofDbeotor fixmdhy these bylaws as constituting the Board ofDirectors
obuU constitute aquorum for the transacting nf the business ny the Authority. The act ofa majority ofdze
I}inaotozu present at anueetio8 at which ugnnrnou is in attendance ubaJ| constitute the act of the Board of
I)io:otoca except as otherwise required hv law orby 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.
TSBC.BYLAYy8—Page 6
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ARTICLE V
&I}MONlSTR/\77OYJ
SECTION 5.i.
(o) Upon the recommendation of the President and the approval of the Board of Directors,the
Authority may hire full ozpart-time employees to carry out the functions ofthe Authority.
Un\ Staff functions mf the Authority may bc performed by employees of the Town if and tothe
extent approved by the Board of Aldermen and if the Town is reimbursed for all actual costs of the
performance of the staff functions.
(u) The Executive Director shall be the senior staff member of the Authority,and all employees of
the Authority shall report to the Executive Director.
8]BC7][/N 5.2. Engagement of Consultants.
(a) To assist the Authority buacquiring, financing, and managing the Authority's projects and
administering the Student Assistance Program and other activities ofthe Authority,the Authority shall retain u
general counsel(the"General Couuool"l,ufioauoe counsel(the"Finance Connoe|'1,u special fiuunoecounsel
(the "Special Finance Coouael"), ufiouuciul adviser(the"Financial Adviaer`)" and a real estate and fioaucc
consultant (the "Real Estate and Finance C000ukaot ). Collectively, the General Counsel, the Finance
Counsel,the Special Finance Counsel,the Financial Adviser,and the Real Estate and Finance Consultant shall
ha referred toao the^^Cooaultaut .,^
0d 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 uwritten agreement that (8 shall
preclude the Consultants from having any conflicts-of-interest with either the Authority or the Town and(ii)
ubul pn:aorihc the 000zpeumuboo payable to the Consultant. With respect tothe relationship between the
Authority and the Town,the interest of the Town shall boparamount.
(f) The General Counsel shall not he compensated for services rendered.
(u) 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. Responsibiliti s of Executive Director.
The Executive Director shall he responsible for the following:
(a) If the Authority has oversight responsibilities, including, but not limited 1o, approval of
budgets,monitoring the performance of the Authority's property manager(s)(if any),obtaining insurance,and
other related matters,for any project dzu1tbcAutbordvhaafiuonoedund/orovna`ibeExeoo1ive[)beotor with
respect to the provisions that are contained in the documents governing the acquisition,financing,operations,
T88C.BYLAW8—Page 7
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and management of the project (collectively, such documents shall be referred to as the "Project
Administration [oouoxcm1a`)" ebu1l ocdLh/ in writing to the Board of Directors at least 000c each calendar
quarter the following:
0 the Authority is in compliance with all material requirements applicable to the
Authority that are contained in the Project Administration Documenta,
(ii) the project ioboiognoanagedhvdzoAntbmritv"mpropodyznunagor(e)iucomp}iuouo
the Project Administration Documents,
(iii) the budget for the project has been timely submitted to the Board uf Directors and imin
compliance with the Project/\dminintro1iooDouuuzento, uud
(iv) such other matters ua may bo requested 6v the President and/or the Board ofDirectors.
0h\ 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 tn the Board of Directors an annual budget containing all material revenues and expenses
relating to all corporate activities ofthe/\udzorhv.
(d) With respect to any project budget that im required tobc approved hy the Board ofDirectors,
the Executive Director shall make written recommendations to the Board of Directors regarding the budget.
(s) The Executive Director shall provide to the Board nf Directors and the Board of Aldermen u
monthly transaction report showing all income received and expenses paid during each calendar month. Upon
the request of the President oru majority oftheBoozdotI}beotore`tbeBxeuotivoI)brutoraba1lpoovidoany
fioauoialreport,tothe extent reasonably possible,to the Board of Directors and the Board of Aldermen.
M1 In performing the duties assigned tothe Executive Director, the Executive Director shall
confer with each of the Consultants to the extent the Executive Director believes that oouonba1oo is
appropriate to assure that the duties of the Executive Director will be performed properly.
SECTION 54. 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 io accordance with applicable law.
(h) The records and minutes shall be made available for inspection at all reasonable times 6*any
(i) Director, and
(ii) Town representative authorized by the Board ofAldermen.
(u) The Secretary and f\amiotao1 Secretary,under the supervision of the Executive Director,shall
be responsible for keeping and zoaiutuoiog,the Authority's records.
7SRC.BYLAVY3—Page 8
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 determined 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 for the Authority upon receipt(or as promptly thereafter as practicable)from any of its funds available
for such payment.
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 6.1. Time for Taking Effect.
These Bylaws shall take effect upon their adoption by the Board of Aldermen and the Board of
Directors.
SECTION 6.2. Seal.
The official seal of the Authority shall be as determined by the Board of Directors. The seal shall not
be necessary to the proper execution by the officers of the Authority of any document or instrument unless
otherwise specified by the Board of Directors.
SECTION 6.3. Amendments.
These Bylaws may be amended at any time, and from time to time, by resolution of the Board of
Directors, which amendment shall not take effect until approved by the governing body of the Town.
TSHC.BYLAWS—Page 9
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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.
The Authority shall comply with the following special requirements:
(a) The Authority shall maintain its books and records separate and apart from any other legal
entity.
(b) The Authority shall not commingle its assets with the assets of any other legal entity.
(c) The Authority shall maintain financial records separate from any other legal entity.
(d) The Authority shall maintain 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.
TSHC.BYLAWS—Page 10
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