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.
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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)
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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
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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) :
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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
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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)
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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 .
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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
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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.
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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
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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 .
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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
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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.
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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
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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.
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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
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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
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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
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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.
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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
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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.
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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
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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.
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