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CC Resolution No. 857 1512 CERTIFICATE FOR RESOLUTION STATE OF TEXAS § CITY OF BAYTONN § I , the undersigned officer of the City of Baytown , Texas ( the "City") , do hereby make and execute this certificate for the benefit of all persons interested in the validity of all actions and proceedings of the City. I do hereby certify as follows : 1 . I am the duly chosen , qualified and acting officer of the City for the office shown beneath my signature set forth below and , in such capacity , I am familiar with the matters contained in this certificate , and I am authorized to make , execute and deliver this certificate . 2 . The City Council of the City convened in Regular Session on December 14 , 1983 , and the roll was called of the duly constituted members of said City Council , to-wit : Allen Cannon Mayor Perry M. Sirrmons Council Member Jimmy Johnson Council Member Roy L. Fuller Council Member Gerald Dickens Council Member Fred T. Phillips Council Mlember Mary E. Wilbanks Council Member and all of said persons were present , except the following : None thus constituting a quorum. Whereupon , among other business the following was transacted at said meeting : a written RESOLUTION APPROVING THE FORMATION OF A NONPROFIT CORPORATION FOR THE PURPOSE OF PURCHASING OR MAKING STUDENT OR PARENT LOAN NOTES; REQUESTING SUCH CORPORATION TO ACT ON BEHALF OF THE CITY UNDER CHAPTER 53 OF THE TEXAS EDUCATION CODE; AND CONTAINING OTHER PROVISIONS RELATION TO THE SUBJECT. 1513 was introduced for the consideration of said City Council . It was then duly moved and seconded that said Resolution be adopted and , after due discussion , said motion , carrying with it the adoption of said Resolution , prevailed and carried . 3 . The attached and following is a true , correct and complete copy of said Resolution ; that the original of said Resolution is on file in the official records of the City ; and that said Resolution has not been amended and is in full force and effect . 4 . The persons named in the above and foregoing paragraph 2 were the duly qualified and acting members of the City Council of the City and each member of said City Council was duly and sufficiently notified officially and personally , in advance , of the date , hour , place and purpose of the aforesaid meeting , and that said Resolution would be introduced and considered for adoption at said meeting , and each of said members consented , in advance , to the holding of said meeting for such purpose . 5 . Said meeting was open to the public as required by law; and public notice of the date , hour , place and subject of said meeting was given as required by the Open Meetings Law, Article 6252- 17 , Vernon ' s Texas Civil Statutes , as amended. WITNESS MY HAND AND THE OFFICIAL SEAL OF THE CITY this 14th day of December , 1983 . City Clerk ( SEAL) 2 1514 RESOLUTION NO. 857 A RESOLUTION APPROVING THE FORMATION OF A NON- PROFIT CORPORATION FOR THE PURPOSE OF PURCHASING OR MAKING STUDENT OR PARENT LOAN NOTES; REQUEST- ING SUCH CORPORATION TO ACT ON BEHALF OF THE CITY UNDER CHAPTER 53 OF THE TEXAS EDUCATION CODE; AND CONTAINING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, Section 103 (a) (2) of the Internal Revenue Code of 1954 , as amended (the "Code" ) , provides an exemption from federal income taxation for interest on "qualified scholar- ship funding bonds" , which Section 103 (e) of the Code defines as obligations issued by a nonprofit corporation which (i) is organized and operated exclusively for the purpose of acquiring student loan notes incurred under the Higher Education Act of 1965 , as amended (the "Act" ) , (ii) is organized at the request of a state or one or more political subdivisions thereof or is requested to exercise such powers by one or more political subdivisions, and (iii) is required by its corporate charter and bylaws , or by state law, to devote any income remaining after payment of expen- ses, debt service and the creation of reserves for the same, to the purchase of additional student loan notes or to pay over any such income to a state or a political subdivision thereof; and WHEREAS , the Harris County Higher Education Authority, Inc. (the "Authority" ) , has been or will be organized as a nonprofit corporation pursuant to the laws of the State of Texas , particularly Section 53 . 47 of the Texas Education Code , as amended (the "Code" ) , and the Texas Non-Profit Corporation Act, Article 1396 , Vernon' s Texas Civil Sta- tutes, as amended, for the exclusive purpose of providing funds to purchase or to make student or parent loan notes that are guaranteed under the provisions of the Act ("Student Loan Notes" ) ; and WHEREAS , Section 53 . 47 (e) of the Education Cede authorizes the governing body of any city to request a nonprofit corporation organized for such purpose to exercise the powers enumerated and provided in Section 53 . 47 of the Education Code relating to the issuance of revenue bonds and the purchase or making of Student Loan Notes for and on behalf of such city; and 1515 WHEREAS , the City Council of the City of Baytown, Texas (the "City") , recognizes the need for expanded sources of credit for Student Loan Notes within the area in which the City is located as a means of providing and enhancing educational opportunities in keeping with applicable state and federal laws, and desires to assist in furthering the provision and enhancement of such educational opportunities; and WHEREAS, the City Council of the City has determined to approve the formation of the Authority and the articles of incorporation and bylaws thereof, to appoint the initial. members of the Board of Directors thereof, to request the Authority to act for and on behalf of the City pursuant to Section 53 . 47 of the Education Code, and to take certain related actions set forth more fully hereinafter; NOW, THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF BAYTOWN, TEXAS : Section 1 . That the City Council of the City hereby approves the creation of the Authority. Section 2 . That the City Council of the City hereby approves the articles of incorporation and bylaws of the Authority in substantially the form attached hereto as Exhibit A and Exhibit B. respectively, and authorizes the use and adoption of such articles of incorporation and bylaws by the Authority; provided, however, that any amend- ments to such articles of incorporation or bylaws shall be subject, to the further approval of the City Council of the City. Section 3 . That the City Council of the City hereby requests and authorizes the Authority to act by and on behalf of the City to exercise the powers enumerated and provided in Section 53 . 47 of the Education Code as permitted thereunder. Section 4 . That the City Council of the City hereby appoints the following named persons to serve as the members of the initial Board of Directors of the Authority (it being understood that the articles of incorporation of the Authori- ty require the approval of three (3) of such directors by the County Judge of Harris County, Texas) : 2 1516 Helen Barolak Bruce Causey Dick Dawson Billie Hinton Roy Hohl Don Wigley Bill Williams Section 5 . That the Authority shall prepare a plan of doing business that conform to the requirements of Section 7 of the Act and other applicable federal and state laws , regulations and rulings , if any , which plan shall be ratified by the City Council of the City prior to the issuance of any obligations by the Authority. Section 6 . That any obligations issued by the Author- ity shall be subject to the prior approval of the City Council of the City, as provided in Section 53 . 47 (a) of the Education Code. Section 7 . That the City Council of the City hereby finds , determines , recites and declares that neither the State of Texas nor any political subdivision or agency thereof (including the City) shall be obligated to pay the principal of, premium, if any, or interest on any obliga- tions of the Authority, that neither the faith, credit or taxing power of any of the foregoing is pledged to the payment of such obligations, and that the holders of such obligations shall never have the right to demand payment thereof out of money raised or to be raised by taxation. Section 8 . That the City Council of the City hereby finds , determines , recites and declares that it is the purpose, intent and desire of the City in approving the formation of the Authority and its articles of incorporation and bylaws, that such actions comply with the requirements of Section 103 (a) (2) and Section 103 (e) of the Code , and the Internal. Revenue Service rulings promulgated thereunder, to the end that the Authority shall be deemed to be acting on behalf of the City pursuant to Section 53 . 47 of the Educa- tion Code and that any obligations issued by the Authority shall be considered to be "qualified scholarship funding bonds" issued on behalf of the City. Section 9 . That the City hereby agrees to accept any income or assets of the Authority that may be paid over or 3 1517 distributed to or for the benefit of the City in accordance with the Authority ' s articles of incorporation and bylaws. Section 10 . That the City Council of the City hereby finds and determines that the creation of the Authority is in the best interest of the City of Baytown and its inhabi- tants and is intended to accomplish a valid public purpose by assisting in providing and enhancing educational opportu- nities in keeping with applicable state and federal laws. Section 11 . That the City Council of the City has considered evidence of the posting of notice of this meeting and officially finds, determines, recites and declares that a sufficient written notice of the date , place and hour of this meeting and of the subject of this resolution was posted for at least seventy-two (72) hours before this meeting was convened; that such notice was posted on a bulletin board located at a place convenient to the general public in the City Hall of the City; that such place was readily accessible to the general public at all times from the time of each such posting until this meeting was con- vened; and that this meeting has been open to the public at all times during which this resolution and the subject matter thereof has been discussed, considered and formally acted upon; all as required by the Open Meetings Law, Article 6252-17 , Vernon' s Texas Civil Statutes , as amended. The City Council of the City further ratifies , approves and confirms such written notice and the contents and posting thereof. PASSED AND APPROVED this Dec{{ember. 14 , 1983 . IiGNL �'N V✓`r r.0 Nt� Mayor ATTEST: City Secr tary or Clerk (SEAL) 4 1518 Exhibit "A" Form of ARTICLES OF INCORPORATION OF HARRIS COUN:'Y HIGHER EDUCATION AUTHORITY, INC. We, the undersigned natural persons, at least two of whom are citizens of the State of Texas of the age of eighteen (18) years or more , acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, Article 1396 , Vernon ' s Texas Civil Statutes, as amended, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is HARRIS COUNTY HIGHER EDUCATION AUTHORITY, INC. ARTICLE TWO The corporation is a nonprofit corporation. ARTICLE THREE The duration of the corporation is perpetual. ARTICLE FOUR The corporation is organized exclusively for the educational purposes of providing funds to purchase or to make student or parent loan notes that are guaranteed under the provisions of the Higher Education Act of 1965 (Public Law 89-329) , as amended, and providing procedures for the servicing of such loans as required for continued participa- tion in the federally guaranteed loan program provided by such Act. ARTICLE FIVE The corporation shall have no members . 1519 ARTICLE SIX A. The activities of the corporation and the application of the funds and assets of the corporation shall be limited to the purposes set forth in Article Four of these articles of incorporation, but in connection therewith, the corporation shall have and possess all the powers enumerated and provided in Section 53 . 47 of the Texas Education Code, as amended, and all powers now or hereafter conferred by the laws of the State of Texas upon corporations organized under the Texas Non-Profit Corporation Act, Article 1396 , Vernon' s Texas Civil Statutes , as amended. B. All powers of the corporation shall be vested in a Board of Directors consisting of seven (7) persons , each of whom shall be appointed by written resolution of the governing body of the City of Baytown, Texas; provided, however, that three (3) of the persons so appointed shall be approved in writing by the County Judge of Harris County, Texas . Four of the initial directors named in Article Eight hereof, including two of those approved by the County Judge of Harris County, Texas , shall serve for a term of two (2) years or until his or her successor is appointed as provided herein. Three of the initial directors named in Article Eight hereof, including one of those approved by the County Judge of Harris County, Texas, shall serve for a term of one (1) year or until his or her successor is appointed as provided herein. The Board of Directors, at its organizational meeting, shall determine by lot which initial directors shall serve two-year terms and which initial directors shall serve one-year terms and shall cause a record of same to be entered into the minutes of said meeting. Each subsequent director shall serve for a term of two (2) years or until his or her successor is appointed as aforesaid. Any director may be removed from office at any time, with or without cause , by written resolution of the governing body of the City of Baytown , Texas; provided, however, that any director who was appointed with the approval of the County Judge of Harris County, Texas , as aforesaid, may be so removed only with the written consent of the County Judge of Harris County, Texas. Any vacancy occurring on the Board of Directors, whether by resignation or otherwise, shall be filled by appointment of a successor by written resolution of the governing body of the City of Baytown, Texas; provided, however, that if such vacancy relates to a director who was appointed with the approval of 2 1520 the County Judge of Harris County, Texas, the successor shall be approved in writing by the County Judge of Harris County, Texas. C. Any income of the corporation (after payment of expenses , debt service and the creation of reserves for the same) shall be devoted to the purchase of additional student or parent loan notes or shall be paid over to the City of Baytown, Texas. D. Upon dissolution or liquidation of the corporation , all assets and properties belonging to it at such time shall be distributed to or for the benefit of the City of Baytown, Texas . E. Regardless of any other provision of these articles of incorporation or of the laws of the State of Texas, the corporation shall not: (1) permit any part of the net earnings of the corporation to inure to the benefit of any private shareholder or individual except that reasonable compensation may be paid for personal services rendered to or for the corporation affecting one or more of its purposes; (2) carry on propaganda or otherwise attempt to influence legislation; (3) participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; or (4) attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. F. If the corporation is a private foundation within the meaning of Section 509 (a) of the Internal Revenue Code of 1954 , as amended (the "Code") , the corporation: (1) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Code , or corresponding provisions of any subsequent federal tax law; (3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Code, or corresponding provisions of any subsequent federal tax laws; (4) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code, or corresponding provisions of any subsequent federal tax laws; and (5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Code, or corresponding provisions of any subsequent federal tax laws. 3 1521 G. These articles of incorporation may be amended at any time and from time to time by the Board of Directors with the prior approval of the governing body of the City of Baytown, Texas. H. All other matters pertaining to the internal affairs of the corporation shall be governed by the bylaws of the corporation, so long as such bylaws are not inconsis- tent with these articles of incorporation or any law of the State of Texas. ARTICLE SEVEN The street address of the initial registered office of the corporation is 2401 Market Street, Baytown, Texas 77520 , and the name of its initial registered agent at such address is Eileen Hall. ARTICLE EIGHT The number of directors constituting the initial board of directors is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: Name Address Helen Barolak 3027 Terry Lane Baytown, Texas 77521 Bruce Causey 1705 East Texas Avenue Baytown, Texas 77520 Dick Dawson 501 Ward Road Baytown, Texas 77520 Billie Hinton 2102 Rosille Drive Baytown, Texas 77520 Roy Hohl 1414 West Main Tomball, Texas 75375 Don Wigley 119 Sage Road Houston, Texas 77056 Bill Williams 4600 Gulf Freeway, Suite 300 Houston, Texas 77023 4 1522 ARTICLE NINE The name and street address of each incorporator is: Name Address Michael Jungman 1800 InterFirst Tower Austin, Texas 78701 Susan G. Conway 1800 InterFirst Tower Austin, Texas 78701 Susan G. Wigley 1800 InterFirst Tower Austin, Texas 78701 IN WITNESS WHEREOF, we have hereunto set our hands this day of 1983 . STATE OF TEXAS § § COUNTY OF HARRIS § Before me, a notary public , on this day personally appeared , and known to me to be the persons whose names are subscribed to the foregoing document and, being by me first duly sworn, severally declared that the statements therein contained are true and correct. Given under my hand and seal of office this day of A.D. , Notary Public, State of Texas My commission expires : 5 1523 Exhibit "A" Form of ARTICLES OF INCORPORATION OF PARRIS COUNT`_' HIGHER EDUCATION AUTHORITY, INC. We, the undersigned natural persons , at least two of whom are citizens of the State of Texas of the age of eighteen (18) years or more , acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, Article 1396 , Vernon' s Texas Civil Statutes , as amended, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE ONE The name of the corporation is HARRIS COUNTY HIGHER EDUCATION AUTHORITY , INC. ARTICLE. TWO The corporation is a nonprofit corporation. ARTICLE THREE The duration of the corporation is perpetual. ARTICLE FOUR The corporation is organized exclusively for the educational purposes of providing funds to purchase or to make student or parent loan notes that are guaranteed under the provisions of the Higher Education Act of 1965 (Public Law 89-329) , as amended, and providing procedures for the servicing of such loans as required for continued participa- tion in the federally guaranteed loan program provided by such Act. ARTICLE FIVE The corporation shall have no members . 1524 ARTICLE SIX A. The activities of the corporation and the application of the funds and assets of the corporation shall be limited to the purposes set forth in Article Four of these articles of incorporation, but in connection therewith, the corporation shall have and possess all the powers enumerated and provided in Section 53 . 47 of the Texas Education Code , as amended, and all powers now or hereafter conferred by the laws of the State of Texas upon corporations organized under the Texas Non-Profit Corporation Act, Article 1396 , Vernon' s Texas Civil Statutes, as amended. B. All powers of the corporation shall be vested in a Board of Directors consisting of seven (7) persons , each of whom shall be appointed by written resolution of the governing body of the City of Baytown, Texas; provided, however, that three (3) of the persons so appointed shall be approved in writing by the County Judge of Harris County, Texas. Four of the initial directors named in Article Eight hereof, including two of those approved by the County Judge of Harris County, Texas , shall serve for a term of two (2) years or until his or her successor is appointed as provided herein. Three of the initial directors named in Article Eight hereof, including one of those approved by the County Judge of Harris County, Texas, shall serve for a term of one (1) year or until his or her successor is appointed as provided herein. The Board of Directors , at its organizational meeting, shall determine by lot which initial directors shall serve two-year terms and which initial directors shall serve one-year terms and shall cause a record of same to be entered into the minutes of said meeting. Each subsequent director shall serve for a term of two (2) years or until his or her successor is appointed as aforesaid. Any director may be removed from office at any time, with or without cause , by written resolution of the governing body of the City of Baytown, Texas; provided, however, that any director who was appointed with the approval of the County Judge of Harris County, Texas , as aforesaid, may be so removed only with the written consent of the County Judge of Harris County, Texas. Any vacancy occurring on the Board of Directors , whether by resignation or otherwise, shall be filled by appointment of a successor by written resolution of the governing body of the City of Baytown, Texas; provided, however, that if such vacancy relates to a director who was appointed with the approval of 2 1525 the County Judge of Harris County, Texas, the successor shall be approved in writing by the County Judge of Harris County, Texas . C. Any income of the corporation (after payment of expenses , debt service and the creation of reserves for the same) shall be devoted to the purchase of additional student or parent loan notes or shall be paid over to the City of Baytown, Texas. D. Upon dissolution or liquidation of the corporation , all assets and properties belonging to it at such time shall be distributed to or for the benefit of the City of Baytown, Texas . E. Regardless of any other provision of these articles of incorporation or of the laws of the State of Texas, the corporation shall not: (1) permit any part of the net earnings of the corporation to inure to the benefit of any private shareholder or individual except that reasonable compensation may be paid for personal services rendered to or for the corporation affecting one or more of its purposes; (2) carry on propaganda or otherwise attempt to influence legislation; (3) participate in or intervene in (including the publication or distribution of statements) any political campaign on behalf of any candidate for public office; or (4) attempt to influence the outcome of any specific public election or to carry on, directly or indirectly, any voter registration drives. F. If the corporation is a private foundation within the meaning of Section 509 (a) of the Internal Revenue Code of 1954 , as amended (the "Code" ) , the corporation: (1) shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code; (2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Code , or corresponding provisions of any subsequent federal tax law; (3) shall not retain any excess business holdings as defined in Section 4943 (c) of the Code , or corresponding provisions of any subsequent federal tax laws; (4) shall not make any investments in such manner as to subject it to tax under Section 4944 of the Code, or corresponding provisions of any subsequent federal tax laws; and (5) shall not make any taxable expenditures as defined in Section 4945 (d) of the Code , or corresponding provisions of any subsequent federal tax laws. 3 1526 G. These articles of incorporation may be amended at any time and from time to time by the Board of Directors with the prior approval of the governing body of the City of Baytown, Texas. H. All other matters pertaining to the internal affairs of the corporation shall be governed by the bylaws of the corporation, so long as such bylaws are not inconsis- tent with these articles of incorporation or any law of the State of Texas. ARTICLE SEVEN The street address of the initial registered office of the corporation is 2401 Market Street, Baytown, Texas 77520 , and the name of its initial registered agent at such address is Fritz Lanham. ARTICLE. FIGHT The number of directors constituting the initial board of directors is seven (7) and the names and addresses of the persons who are to serve as the initial directors are: Name Address Helen Barolak 3027 Terry Lane Baytown, Texas 77521 Bruce Causey 1705 East Texas Avenue Bavtown, Texas 77520 Dick Dawson 501 Ward Road Baytown, Texas 77520 Billie Hinton 2102 Rosille Drive Baytown, Texas 77520 Roy Hohl. 1414 West Main Tomball, Texas 75375 Don Wigley 119 Sage Road Houston, Texas 77056 Bill Williams 4600 Gulf Freeway, Suite 300 Houston, Texas 77023 4 1527 ARTICLE NIYE The name and street address of each incorporator is: Name Address Michael Jungman 1800 InterFirst Tower Austin, Texas 78701 Susan G. Conway 1800 InterFirst Tower Austin, Texas 78701 Susan G. Wigley 1800 InterFirst Tower Austin, Texas 78701 IN WITNESS WHEREOF, we have hereunto set our hands this day of , 1983 . STATE OF TEXAS § § COUNTY OF HARRIS § Before me, a notary public, on this day personally appeared , , and known to me to be the persons whose names are subscribed to the foregoing document and, being by me first duly sworn, severally declared that the statements therein contained are true and correct. Given under my hand and seal of office this day of r A.D. , Notary Public, State of Texas My commission expires: 5 1528 Exhibit "B" Form of BYLAWS OF HARRIS COUNTY HIGHER EDUCATION AUTHORITY, INC. ARTICLE I BOARD OF DIRECTORS Section 1 . 01. Powers, Number and Term of Office. All powers of the Harris County Higher Education Authority, Inc. (the "Authority") , shall be vested in a Board of Directors consisting of seven (7) persons, each of whom shall be appointed and hold office in accordance with the provisions of Article Six of the Articles of Incorporation of the Authority (the "Articles of Incorporation") . Section 1 . 02 . Place of meetings. The Board of Directors may hold its meetings at such place or places within or without the State of Texas as the Board of Directors may from time to time determine. Section 1 . 03. Regular Meetings. Regular meetings of the Board of Directors may be held at such times as shall be designated by the president of the Authority and/or as designated by resolution of the Board of Directors. Section 1 . 04 . Special Meetings . Special meetings of the Board of Directors may be held whenever called by the president or the secretary of the Authority or by a majority of the directors then in office or upon request by the governing body of the City of Baytown, Texas (the "City" ) , or the County Judge of Harris County, Texas (the "County" ) . Section 1 . 05 . Notice of Meetings. Notice of each meeting of the Board of Directors shall be given as required by the Open Meetings Law, Article 6252-17 , Vernon' s Texas Civil Statutes, as amended. Section 1 .06 . Quorum. A majority of the Board of Directors fixed by the Articles of Incorporation shall constitute a quorum for the consideration of any matter pertaining to the purposes of the Authority. 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 of Directors. 1529 Section 1 . 07 . Conduct of Business . At the meetings of the Board of Directors matters pertaining to the purposes of the Authority shall be considered in such orders as the Board of Directors may from time to time determine. At all meetings of the Board of Directors, the president of the Authority shall preside, and in the absence of the president, the vice president of the Authority shall exercise the powers of the president. In the absence of both the president and the vice president, a chaiman for the meeting shall be chosen by the Board of Directors from among the directors present. The secretary of the Authority shall act as secretary of all meetings of the Board of Directors, and in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Section 1 . 08 . Executive Committee. The Board of Directors, by resolution adopted by a majority of the directors in office, may designate two (2) or more directors to constitute an executive committee. To the extent provi- ded in such resolution, such executive committee shall have and may exercise all the authority of the Board of Directors in the management of the Authority, except when action by the Board of Directors is required by law. The executive committee so designated shall keep regular minutes of the transactions of its meetings, shall cause such minutes to be recorded in books kept for such purpose in the office of the Authority, and shall report the same to the Board of Directors from time to time. The executive committee so designated shall give notice of its meetings as provided in Section 1 . 05 hereof, and to each member of the Board of Directors in person or by mail , telegraph or telephone. Section 1 .09 . Compensation of Directors. Directors shall not receive any salary or compensation for their services , except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. Section 1 . 10 . Oath of Office. Each person appointed in accordance with the provisions of Article Six of the Articles of Incorporation of the Authority to be a member of the Board of Directors of the Authority shall accept such appointment and shall take an oath of office in substantially the following form, or in such other form as 2 1530 may be prescribed under the Constitution and laws of the State of Texas: I , (Name of Director) do solemnly swear (or affirm) , that I will faithfully execute the duties of the office of Director of the Harris County Higher Education Authority, Inc. , and will to the best of my ability preserve, protect, and defend the Constitution and laws of the United States and of this State and I furthermore solemnly swear (or affirm) that I have not directly nor indirectly paid, offered, or promised to pay, contributed, nor promised to contribute any money, or valuable thing, or promised any public office or employment, as a reward to secure my appointment or the confirmation thereof. ARTICLE II OFFICERS Section 2 . 01 Titles and Terms of Office. The officers of the Authority shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board of Directors may from time to time elect or appoint. One person may hold more than one office, except that the president shall not hold the office of secretary. All officers shall be subject to removal, with or without cause, at any time, by a vote of a majority of the directors fired by the Articles of Incorporation. A vacancy in the office of any officer shall be filled by a majority of the directors fixed by the Articles of Incorporation. Section 2 . 02 . President. The president shall be a member of the Board of Directors, shall be the chief execu- tive officer of the Authority and, subject to the Board of Directors, shall in general supervise and control the properties and affairs of the Authority. The president shall preside at all meetings of the Board of Directors. In furtherance of the purposes of the Authority, the president may sign and execute in the name of the Authority all bonds, notes, deeds, conveyances , franchises , assignments, mort- gages , contracts and other obligations and instruments of 3 1531 the Authority that the Board of Directors has authorized, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Directors, by these bylaws or by statute, to some other officer or agent of the Authority. The president also shall perform all other duties prescribed from time to time by the Board of Directors. Section 2 . 03 . Vice President. The vice president shall be a member of the Board of Directors and shall exercise the powers of the president during that officer' s absence or inability to act. Any action taken by a vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. The vice president also shall have such powers and perform such other duties prescribed from time to time by the Board of Directors or assigned by the president. Section 2 . 04 . Secretary. The secretary shall keep the minutes of all meetings of the Board of Directors in books provided for that purpose and shall attend to the giving and serving of all notices in accordance with the provisions of these bylaws and as required by law. The secretary shall be the custodian of the corporate books, records , documents and instruments of the Authority (except the books of account and the financial records and securities, which shall be in the charge and custody of the treasurer) , of such other books and papers as the Board of Directors may direct, and of the seal of the Authority. Such books , records, docu- ments and instruments shall be open to inspection upon request at the office of the Authority during normal busi- ness hours . In furtherance of the purposes of the Authori- ty, the secretary may sign with the president in the name of the Authority and/or attest the signature of the president to all bonds, notes , deeds, conveyances , franchises , assign- ments , mortgages , contracts and other obligations and instruments of the Authority that the Board of Directors has authorized and in general shall perform all duties incident to the office of secretary, subject to the control of the Board of Directors. Section 2 . 05 . Assistant Secretaries. Each assistant secretary elected or appointed by the Board of Directors shall have the usual powers and duties pertaining to the office of assistant secretary, together with such other powers and duties as may be assigned by the Board of 4 1532 Directors or the secretary. The assistant secretaries shall exercise the powers of the secretary during that officer' s absence or inability to act. Any action taken by an assis- tant secretary in the performance of the duties of the secretary shall be conclusive evidence of the absence or inability to act of the secretary at the time such action was taken. Section 2 .06 . Treasurer. The treasurer shall have charge and custody of and shall be responsible for all the funds and securities of the Authority that come into his hands . When necessary or proper, the treasurer may endorse for collection, on behalf of the Authority, checks, notes and other obligations and shall deposit such obligations to the credit of the Authority in such bank, banks or deposi- tories as shall be designated, in the manner prescribed by the Board of Directors. The treasurer may sign all receipts and vouchers for payments made to the Authority, either alone or jointly with such other officers as may be designa- ted by the Board of Directors. The treasurer regularly shall enter or cause to be entered in the books of the Authority to be kept by him for that purpose full and accurate accounts of all monies received and paid out on account of the Authority and, whenever required by the Board of Directors , shall render a statement of the cash accounts of the Authority. The treasurer also shall perform all other acts incident to the office of treasurer, subject to the control of the Board of Directors , and such other duties as may be assigned from time to time by the president or the Board of Directors . The treasurer shall, if and to the extent required by the Board of Directors, give bond for the faithful discharge of his duties as treasurer. Section 2. 07 . Assistant Treasurers. Each assistant treasurer elected or appointed by the Board of Directors shall have the usual powers and duties pertaining to the office of assistant treasurer, together with such other powers and duties as may be assigned to him by the Board of Directors. The assistant treasurers shall exercise the powers of the treasurer during that officer' s absence or inability to act. Any action taken by an assistant trea- surer in the performance of the duties of the treasurer shall be conclusive evidence of the absence or inability to act of the treasurer at the time such action was taken. The assistant treasurers shall , if and to the extent required by the Board of Directors, give bond for the faithful discharge of their duties as assistant treasurer. 5 1533 Section 2. 08 . Resignations. Any officer or director of the Authority may resign at any time. Any such resigna- tion, however, shall be made in writing and shall not take effect until the successor to such officer or director shall have been elected or appointed and shall have qualified. Section 2 .09 . Compensation. Officers of the Authority shall not receive any salary or compensation for their services , except that they may be reimbursed for their actual expenses incurred in the performance of their duties hereunder. ARTICLE III FINANCIAL TRANSACTIONS AND ACCOUNTING PROCEDURES Section 3 . 01 . Contracts , Checks and Drafts. The Board of Directors may authorize any of its officers or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Authority and to sign any note, check, draft or order for the payment of money, or other evidence of indebtedness issued in the name of the Authority, in such manner as the Board of Directors shall determine from time to time by resolution. Such authority may be general or confined to specific trans- actions. Section 3 . 02 Deposits. All funds of the Authority not otherwise lawfully invested shall be deposited from time to time to the credit of the Authority in a bank selected as a depository of the funds of the Authority in accordance with the requirements of law. Section 3 .03 . Gifts. The Board of Directors may accept on behalf of the Authority any contribution, gift, bequest or device for the general purposes or for any special purpose of the Authority. Section 3. 04 . Fiscal Year. The fiscal year of the Authority shall be as determined by resolution of the Board of Directors . Section 3 . 05 . Accounting Procedures. Accounts of the activities of the Authority in funding or financing, or arranging for the funding or financing, of student or parent 6 1534 loans shall be kept in accordance with generally accepted accounting practices. At such time as the Authority has income , an annual audit of the books and records of the Authority shall be made by an independent certified public accountant. Section 3 . 06 . Net Income. Any income of the Authority (after payment of expenses , debt service and creation of reserves for the same) shall be devoted to the purchase of additional student or parent loan notes or shall be paid over to or for the benefit of the City. ARTICLE IV EFFECTIVE DATE, AMENDMENT AND INTERPRETATION OF BYLAWS Section 4 . 01 . Effective Date. These bylaws shall become effective upon their adoption by the Board of Direc- tors of the Authority following their approval by the governing body of the City. Section 4 . 02 . Amendments to Bylaws. These bylaws may be amended by a resolution of a majority of the directors present at any regular meeting or any special meeting at which a quorum of the Board of Directors is present, if at least two (2) days ' written notice to directors is given of intention to amend the bylaws at such meeting. Such adopted amendments shall become effective only upon approval by the governing body of the City. Section 4 . 03 . Interpretation. of Bylaws. These bylaws and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. If any portion of these bylaws, or the application thereof to any person or circumstance , ever shall be held to be invalid or unconstitutional by any court of competent jurisdiction, the remainder of these bylaws and the application of such portion of these bylaws to any other person or circumstance shall not be affected thereby. 7 1535 ARTICLE V GENERAL PROVISIONS Section 5 . 01 . Principal Office. The principal office of the Authority shall be located in the County, at such place as the Board of Directors shall determine by resolution. The Authority may have such other offices either within or without the Countv as the Board of Directors may direct and as the business affairs of the Authority may require. Section 5 . 02 . Registered Office and Agent. The Authority shall have and maintain continuously in the State of Texas a registered office and a registered agent whose business office is identical with such registered office. The registered office may be , but need not be, identical with the principal office of the Authority. The registered agent and the registered office may be changed from time to time by the Board of Directors , in accordance with any applicable requirements of law. Section 5 . 03 . Waiver of Notice. Whenever any notice whatsoever is required to be given under the provisions of law, the Articles of Incorporation or these bylaws , such notice shall be deemed to be sufficient if given by deposi- ting such notice in a post office box in a sealed postpaid wrapper addressed to the person entitled thereto at his post office address , as it appears on the books of the Authority, and such notice shall be deemed to have been given on the day cf such mailing. Attendance of a director at a meeting of the Board of Directors of the Authority shall constitute a waiver of notice of such meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. Neither the business to be transacted nor the purpose of any regular or special meeting of the Board of Directors needs to be specified in the notice or waiver of notice of such meeting, unless required by the Board of Directors. A waiver of notice in writing, signed by the person entitled to said notice , whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Section 5 . 04 . Books and Records. The Authority shall keep correct and complete books and records of account and 8 1536 shall keep minutes of the proceedings of its Board of Directors. All such books, records and minutes shall be available for inspection by any director or officer or a duly authorized representative thereof or by any duly authorized representative of the City or the County, and shall also be available in accordance with the requirements of the Open Records Act, Article 6252-17a, Vernon' s Texas Civil Statutes. 9