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HomeMy WebLinkAbout03-24-95 TSHC Min (2) 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 r . James P. Carter Worth Blake Forrest Watson Abe A. Bush, Jr. Vii" V 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. DFFOE59424799/3 3121/95 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. GIZ APPROVED: AAfix cb- -ZI lg,,. [SEAL] Secretary DFFOE594 24799/3 -2-