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Res 95-01 Creating a Nonprofit Corporation Pursuant to the Texas Education CodeI I! 3 1 9 1 1 5 `? 5 A RESOLUTION ORDERING THE CREATION OF A NONPROFIT CORPORATION PURSUANT TO THE TEXAS EDUCATION CODE, APPROVING ARTICLES OF INCORPORATION AND BYLAWS FOR, AND APPOINTING THE INITIAL DIRECTORS OF, SUCH CORPORATION, AND RESOLVING. RELATED MATTERS WHEREAS, Section 53.35(b) of the Texas Education Code (the "Act") authorizes this Board of Aldermen, as the governing body of the Town of Westlake, Texas (the "Town"), to order the creation of a nonprofit corporation (the "Corporation") to act on behalf of the Town as the Town's duly constituted authority and instrumentality for the purpose of aiding institutions of higher education in providing educational facilities and housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith (any such facilities, "Facilities"); WHEREAS, the Act authorizes the Corporation to issue revenue bonds to provide funds for any of its purposes, including (without limitation) funds for the acquisition or construction of Facilities, which Facilities need not be located within the town limits of the Town; WHEREAS, the bonds and other obligations of the Corporation will not constitute obligations (whether special, general, or moral) of the Town; WHEREAS, the Act provides that the directors of the Corporation are to be appointed by the Board of Aldermen of the Town; WHEREAS, this Board of Aldermen intends, by the adoption of this Resolution, to take all action necessary to order the creation of the Corporation with all of the corporate powers and authority granted under the Act; WHEREAS, the Town desires that the Corporation establish and administer a program designed to provide education and/or housing opportunities to deserving students residing in the Keller Independent School District, the Carroll Independent School District, and the Northwest Independent School District at the higher education institutions that are aided by the Corporation, which 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; 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 that the Corporation, to be named as specified in the Corporation's articles of incorporation (the "Articles"), be created pursuant to the Act to act on behalf of the Town as its duly constituted authority and instrumentality for the purposes and with the powers and authority prescribed by the Act. DFR E480 2708411 7 1 1 x 1 9 1 1 5 -? 7 SECTION 3. This Board of Aldermen hereby orders the creation of the Corporation and approves the Articles in substantially the form attached to this Resolution as an exhibit, and hereby authorizes the incorporators of the Corporation (as identified in such Articles) to file the Articles with the Secretary of State in accordance with law. In the event that the. name for the Corporation specified in such Articles is not available, the incorporators are hereby authorized to change the Corporation's name in the Articles without the further approval of the Town. SECTION 4. This Board of Aldermen hereby appoints the persons identified in the Articles (none of whom is an officer or employee of the Town) to serve as the initial members of the board of directors of the Corporation. SECTIONS. This Board of Aldermen hereby approves the initial bylaws of the Corporation in substantially the form attached to this Resolution as an exhibit. SECTION 6. It is intended that the Corporation be a duly constituted authority and instrumentality of the Town within the meaning of regulations and/or revenue rulings of the Treasury Department and/or the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986. SECTION 7. This Resolution shall take effect immediately upon its adoption. DFFOFA B0 2708411 -2- MINUTES AND CERTIFICATION On January 23, 1995 the Board of Aldermen of the Town of Westlake, Texas convened in regular meeting at its regular meeting place in Westlake, Texas. The roll of the duly constituted officers and members of the Board of Aldermen was called, which are as follows: Name Title Scott Bradley Mayor Alvin Oien Alderman Carroll Huntress Alderman Jerry Moore Alderman Howard Dudley Alderman Fred Held Alderman all of whom were present except the following absentee(s): *� thus constituting a quorum. Among other business, a written Resolution bearing the following caption was introduced: A Resolution ordering the creation of a nonprofit corporation pursuant to the Texas Education Code, approving articles of incorporation and bylaws for, and appointing the initial directors of, such corporation, and resolving related matters The Resolution was read by the Board of Aldermen. 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 of Aldermen, and the Resolution was adopted by the following vote: AYES: NOES: ABSTENTIONS:_ The Presiding Officer then declarers the Resolution to be adopted. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board of Aldermen, 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 of Aldermen, on this ,jo day of , 1995. By: [SEAL] Town Secretary, Town of estsake, Texas DFFOE480 2708411 111 M In ft Me of the Secretary of State of Texas ARTICLES OF INCORPORATION FEB 0 2 1995 of TEXAS STUDENT HOUSING CORPORATIO CORPORATIONS SECTION The undersigned natural persons, acting on behalf of and as directed by die Yawn ut westl=u, Texas (the "Town"), as incorporators of a nonprofit corporation (the "Corporation") under Section 53.35(b), Texas Education Code (the "Act"), do hereby adopt the following Articles of Incorporation for the Corporation: ARTICLE I The name of the Corporation is "Texas Student Housing Corporation." ARTICLE 11 The Corporation is a nonprofit corporation created under the Act. ARTICLE III The duration of the Corporation is perpetual (subject to dissolution as provided in these Articles of Incorporation). ARTICLE IV The purpose of the Corporation is to aid institutions of higher education in providing educational facilities and housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith. The Corporation shall have all of the powers and authority granted under the Act and other applicable law. ARTICLE V The Corporation shall have no members and is a nonstock corporation. ARTICLE VI The street address of the initial registered office of the Corporation is 3 Village Circle, Suite 207, Westlake, Texas 76262, and the name of the initial registered agent at such address is Scott Bradley. ARTICLE VII All powers and authority of the Corporation shall be vested in a board of directors (the "Board"), each member of which shall be appointed by resolution of the governing body of the Town. The number of directors and their terms of office shall be fixed by the bylaws of the Corporation consistent with the Act. The directors shall serve without compensation, except that they shall be entitled to reimbursement for the actual expenses they incur in the performance of their official duties - ARTICLE VIII The number of directors constituting the initial Board shalt be nine. The respective names and addresses of the initial directors, none or whom is an officer or employee of the Town, are as follows: DF&QE3C9 2479913 1122195 "� ❑rfnncv 2479913 -2- -14%, 5 ? 1. Bill Walston 18501 SH 114 Justin, Texas 76247 2. Bob Minyard 4100 Aspen Lane Westlake, Texas 76262 3. James P. Carter 204 Fresh Meadow Drive r Trophy Club, Texas 76262 4. Gary G. Wall 770 North Peytonville Boulevard Southlake, Texas 76092 5. Carroll Schubert 613 Northwest Loop 410, Suite 900 San Antonio, Texas 78216 6. Forrest Watson 328 Lorine Keller, Texas 76248 7. William R. Branum 1201 North Carroll Southlake, Texas 76092 8. Worth Blake 244 Oak Hill Drive Trophy Club, Texas 76262 9. Abe A. Bush, Jr. 2220 North Pearson Lane Westlake, Texas 76262 ARTICLE IX The respective names and street addresses of the incorporators, each of whom is a citizen of the State of Texas and at least 18 years of age, are as follows: 1. AIvin Oien 1440 West Dove Road Westlake, Texas 76262 2. Carroll Huntress 13580 Denton Highway Westlake, Texas 76262 3. Jerry Moore 3030 Dove Road Westlake, Texas 76262 j 4. Howard Dudley 1650 West Dove Road Westlake, Texas 76262 5. Fred Held 4105 Aspen Lane Westlake, Texas 76262 ❑rfnncv 2479913 -2- -14%, I l! 3 1 9 1 1 5? 3 ARTICLE X On January 23, 1995 the governing body of the Town duly adopted a resolution ordering the creation of the Corporation, authorizing the Corporation to act on behalf of the Town as its duly constituted authority and instrumentality, and approving the form of these Articles of Incorporation. ARTICLE XI These Articles of Incorporation may be amended from time to time by a majority vote of the entire membership of the Board with the approval of the governing body of the Town. Neither the Corporation's initial bylaws nor any amendment thereof shall take effect until approved by the governing body of the Town. ARTICLE XII No dividends shall be paid by the Corporation and no part of its earnings shall be distributed to or inure to the benefit of the Corporation's directors or officers or to any private person, firm, corporation, or association except in reasonable amounts for services rendered. ARTICLE XIII The governing body of the Town, in its discretion and without any action by the Board, may at any time change the structure, organization, programs, or activities of the Corporation or may dissolve the Corporation. If the Board determines that the Corporation's purposes have been substantially accomplished, and all of the Corporation's debts and claims have been satisfied, or satisfaction thereof has been provided for, the Board shall, upon approval by the governing body of the Town, dissolve the Corporation. Any dissolution of the Corporation shall be subject to any limitations on the impairment z of contracts prescribed by the respective constitutions and other applicable law of the United States of America and the State of Texas. If the Corporation is dissolved when it has, or is entitled to, any interest in any funds or other property of any kind (real, personal, or mixed), such interest shall not be transferred to private ownership but shall be transferred and delivered to the Town (after satisfaction or provision for satisfaction of the Corporation's debts and claims has been made). ARTICLE XIV No substantial part of the Corporation's activities shall consist of propagating propaganda or attempting to influence legislation. The Corporation shall not participate in any political campaign on behalf of or in opposition to any candidate for public office. ❑FFVE3e9 2479913 -3- -1"- 1 1 1. ? 1 `i 1 1 S? N WITNESS WHEREOF, we have executed these Articles of Incorporation on this 3 day of , 1995. AZ `1 — Incorporator Incorporator Incorporator/ Incorporator Inco orator STATE OF TEXAS § COUNTY OF TARRANT § I, the undersigned, a Notary Public of the State of Texas, do hereby certify that on this -:? --)_ day o , 1995, personally appeared before me ALVIN OIEN, CARROLL HUNTRESS, JERRY MOORE, HOWARD DUDLEY, and FRED HELD who, being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the date and year above written. [SEAL] 5-yl��"1J1��• ,r-/...�rllll./llJl..lJ'l.P �i s�,rrr✓r�11s1�^ �.. •. ,. 1 rrr .rrr�rr.�t� 4,z � �- 6, -, � jzz-, � -, �' zz� Notary Public, State of Te Ale Li-' le S [printed name] My Commission Expires: /- DfFOF3C9 2479913 -4- -141`' BYLAWS of the TEXAS STUDENT HOUSING CORPORATION ARTICLE I POWERS AND OPERATIONS IN GENERAL SECTION 1.1. Powers of Co oration. 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. Such records and minutes shall be made available for inspection at all reasonable times by any member of the Board (any such member, a "Director") or such 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 CIerk, subject to payment by the Corporation of the actual costs of such staff functions to be performed, as from time to time may be billed to the Corporation by the Town. The Corporation shall pay such 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. SEC:TON 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 Carroll Independent School District, and the Northwest Independent School District at the institution(s) of higher education that are aided by the Corporation (such program, 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 Igen 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. 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 Dis ualifications and Removal of Directors. The DFFOE576 2479913 v2of95 Board shall consist of nine 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 such 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 such 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 such 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 such Director of any notice of such meeting, unless such 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 such notice (whether before or after the time for such giving such notice) shall be deemed to be the equivalent to the giving of such 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. CommittM. 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 such resolution, shall have the authority of the Board in the management of the Corporation. Each such 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 such committee need not be limited to Directors. SECTION 2.7. Unanimous Consent of Directors. Any action required to be taken at a meeting of the Board or that may be taken at a meeting of the Board or by any committee may be taken without a meeting if a consent (or consents) in writing, setting forth the action to be taken, is (are) signed by all Directors in office or by all of the members of the committee (as the case may be). Such consent(s) shall have the same force and effect as a unanimous vote of the Board and may be stated as such in any document filed with the Secretary of State under, the Act or otherwise executed and delivered by (or on behalf of) of the Corporation. DMF576 2474913 -2- SECTION 2.8. 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 histher 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 fillers 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, such meetings. The secretary shall discharge such other duties as may be assigned from time to time by the president or the Board. SECTION 3.6_ Tr. urer. (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 DME575 24799a -3- by the Board. The treasurer shall give bond only if required to do so by the Board. The treasurer shall render to the 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. C!2mVeg5at1qn pf 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 MISCELLANEOUS PROVISIONS SECTION 4.1. Time for Taking Effect. These Bylaws shall take effect upon their adoption by the Board. SECTION 4.2. 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 4.3. Fiscal Year. The fiscal year of the Corporation shall be the annual period determined by resolution of the Board. SECTION 4.4. SSeA. The official seal of the Corporation shall be as determined by the Board. Such 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. SECTION 4.5. 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 4.6. 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). DFFOE576 2479913 -4-