HomeMy WebLinkAbout03-24-95 TSHC Min MINUTES of the ORGANIZATIONAL MEETING
of the BOARD OF DIRECTORS of the
TEXAS STUDENT HOUSING CORPORATION
On March 24, 1995 the Board of Directors(the "Board") of the Texas Student Housing Corporation
(the "Corporation")convened in special meeting at the designated meeting place in the Town of Westlake,
Texas. The meeting was called by the incorporators of the Corporation, and notice of the meeting, giving
the time, place, and purpose thereof, was mailed to each member of the Board as prescribed by the Texas
Non-Profit Corporation Act. The roll of the duly constituted members of the Board was called, which
are as follows:
Bill Wolston William R. Branum
James P. Carter Worth Blake W_
Forrest Watson Abe A. Bush, Jr.
Gary G. Wall vacant
Carroll Schubert
and all of such persons were present, except the following absentees: William R. Branum, Bill Wolston
and Carroll Schubert, thus constituting a quorum of the Board.
Articles of Incorporation
The first matter to come before the Board was the consideration of the approval of the articles of
incorporation of the Corporation as filed with the Secretary of State of the State of Texas. By motion
duly made, seconded, and carried by a unanimous vote of all directors present, the Board approved the
articles of incorporation and directed that a copy of the articles of incorporation and the certificate of
incorporation received from the Secretary of State be filed in the official records of the Corporation.
Bylaws
The Board next considered the adoption of bylaws for the Corporation. The bylaws, in the form
of a document entitled "Bylaws of the Texas Student Housing Corporation" (a copy of which is attached
to these Minutes), were presented to the Board. By motion duly made, seconded, and carried by a
unanimous vote of all directors present, the Board adopted the bylaws and directed that a copy of the
bylaws be filed in the official records of the Corporation.
Officers
The Board next considered the matter of appointing officers of the Corporation, including a
president, a vice president, a secretary, and a treasurer. By motion duly made, seconded, and carried
by unanimous vote of all directors present, in each instance, the Board appointed the following officers:
James P. Carter, President
Worth Blake, Vice President
Abe A. Bush, Jr., Secretary
William R. Branum, Treasurer
Each officer so appointed accepted his/her office.
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Principal Corporate Office
The Board next considered the establishment of a principal office for the Corporation. By motion
duly made, seconded, and carried by unanimous vote of all directors present, the Board established
3 Village Circle, Suite 207, Westlake, Texas 76262 as the principal office of the Corporation.
Seal
The Board next considered the matter of adopting the seal of the Corporation. A seal was presented
to the Board, consisting of two concentric circles containing the name of the Corporation and in the center
of the circles a five-pointed star and the word "Texas." By motion duly made, seconded, and carried by
unanimous vote of all directors present, the Board adopted the seal as presented. An imprint of the seal
thus adopted appears at the end of these Minutes.
Designation of Depository
The Board next considered the designation of a depository bank for the Corporation. By motion
duly made, seconded, and carried by unanimous vote of all directors present, The Westlake Bank, a
branch of Keller State Bank, was designated by the Board as the depository bank for the Corporation.
Engagement of General Counsel
The Board next considered the engagement of a general counsel for the Corporation. By motion
duly made, seconded, and carried by unanimous vote of all directors present,the Board decided to engage
Scott Bradley, Esq. as general counsel for the Corporation under terms to be mutually agreed between
the Board and Mr. Bradley and authorized the president to approve an engagement letter setting forth
such terms on behalf of the Board.
Adjournment
There being no further business before the Board, the meeting was adjourned.
APPROVED: kLU-1 ax 1- 1995.
[SEAL] Secretary
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ACKNOWLEDGMENT of NOTICE of the ORGANIZATIONAL MEETING
of the TEXAS STUDENT ROUSING CORPORATION
We, the undersigned, each being a director of the Texas Student Rousing Corporation, do hereby
severally certify that we have been given by snail at least three days' advance notice of the date, hour,
place rpose of the or aniz a ional meeting called by the incorporators o'f�such corporation.
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DFFOE594 24799/3