RESO 2010-04 - Dissolution of Raven Hills Higher Education CorporationRESOLUTION NO. 2010-4
RESOLUTION OF THE CITY COUNCIL OF HUNTSVILLE, TEXAS, AUTHORIZING
AND APPROVING THE DISSOLUTION OF THE RAVEN HILLS HIGHER
EDUCATION CORPORATION AND ORDERING OTHER MATTERS INCIDENT AND
RELATED TO THE ABOLISHMENT OF SUCH NON - PROFIT CORPORATION
WHEREAS, the City Council of Huntsville, Texas (the "City "), has, pursuant to Chapter
53, Texas Education Code, as amended (the "Act ") and specifically Section 53.35(b) thereof,
approved and provided for the creation of the Raven Hills Higher Education Corporation (the
"Corporation "), as a non -profit corporation, to act on its behalf in financing and refinancing, under
the Act, educational facilities and facilities incidental, subordinate or related thereto, including,
specifically and not by way of limitation, housing facilities, all for the purpose of aiding
institutions of higher education and accredited primary and secondary schools; and
WHEREAS, the Corporation, on behalf of the City, issued the following revenue bonds to
acquire and construct student housing facilities: (i) the Raven Hills Higher Education Corporation
Student Housing and Educational Facilities Revenue Bonds (Bobcat Village LLC - Southwest
Texas State University Project) Series 2001A; (ii) the Raven Hills Higher Education Corporation
Student Housing Revenue Bonds (Cardinal Village LLC - Lamar University Project), Series
2001A; (iii) the Raven Hills Higher Education Corporation Student Housing Revenue Bond (San
Marcos Hall LLC - Southwest Texas State University Project), Series 2001A; (iv) the Raven Hills
Higher Education Corporation Student Housing Revenue Bond (San Marcos Hall LLC - Southwest
Texas State University Project), Series 2003A; (v) the Raven Hills Higher Education Corporation
Student Housing Revenue Bond (San Marcos Hall LLC - Southwest Texas State University
Project), Series 2003B; (vi) the Raven Hills Higher Education Corporation Student Housing
Revenue Bond (Cardinal Village LLC - Lamar University Project), Series 2002A; (vii) the Raven
Hills Higher Education Corporation Student Housing Revenue Bond (Cardinal Village LLC -
Lamar University Project), Series 2003A; and (viii) the Raven Hills Higher Education Corporation
Student Housing Revenue Bonds (Texan Hall LLC - Angelo State University Project), Series
2002A (collectively, the "Refunded Bonds "); and
WHEREAS, the Texas State University System issued the Board of Regents, Texas State
University System Revenue Financing System Revenue Bonds, Series 2006; and a portion of such
bond proceeds were used to purchase from the Corporation the facilities financed by the Refunded
Bonds and provided payment of the principal of the Refunded Bonds at their respective maturity
dates or dates of redemption and the interest thereon; and
WHEREAS, the payment provided to refund the Refunded Bonds was applied to certain
direct obligations of the United States of America, defined as the "Escrowed Securities ", pursuant to
the Escrow Agreement dated May 1, 2006 by and between the Corporation and U.S. Bank,
National Association, as escrow agent, (the "Escrow Agreement ") and placed in the escrow fund in
accordance with the Escrow Agreement whereby the Refunded Bonds are no longer regarded as
outstanding; and
WHEREAS, the Corporation has made adequate provision for all debts, obligations and
liabilities of the Corporation, the Corporation does not have any property or assets to transfer or
distribute in accordance with the Act and there are not any suits pending against the Corporation in
any court; and
NVEUW,AS, the City fords it is in the best interest of the public, the City and the
Corporation to authorize dissolution of the Corporation, and the City now desires to abolish the
Corporation the City finds; it is authorized by the Business Organization Code Chapter 23, Section
23.001 and Chapter 11, Sections 11.051 and 11.059 to take any other necessary actions in
connection with the foregoing;
NOW, i tMRE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
HUNTSVH,LE, TEXAS THAT:
1. The findings and declarations contained in the preambles of this Resolution are
incorporated herein as part of this Resolution;
2. The City hereby approves the Articles of Dissolution of the Corporation in
substantially the form attached hereto as Exhibit "A" and authorizes the filing of the articles with the
Secretary of State of Texas in accordance with the Act.
3. The City is authorized to take all actions on behalf of the Corporation as it may
determine to be necessary or desirable in order to carry out the terms and provisions of this
Resolution, as well as the Articles of Dissolution hereby authorized and approved.
4. Upon dissolution of the Corporation, the City Manager is hereby designated to
take any actions necessary on behalf of the Corporation for the purpose of suits, other proceedings
and appropriate corporate action as provided in the Act.
5. This Resolution shall take effect and be in full force and effect upon and after its
passage.
AS TO FORM:
, City Attorney
CERTIFICATE FOR RESOLUTION NO. 2010-4
THE STATE OF TEXAS §
COUNTY OF WALKER §
CITY OF HUNTSVILLE §
We, the undersigned officers and members of the City of Huntsville, Texas (the "City "),
hereby certify as follows:
1. The City Council of the City convened in a REGULAR MEETING ON THE 6th
DAY OF October, 2009, at the City Council Chambers, Huntsville City Hall (the "Meeting "),
and the roll was called of the duly constituted officers and members of the City, to -wit:
J. Turner, Mayor
Dalene Zender, Position 1
Melissa Mahaffey, Position 2
Charles Forbus, Position 3
Lanny Ray, Position 4
Tom Cole, Ward 1
Mac Woodward, Ward 2,
Jack Wagamon, Ward 3
Wayne Barrett, Ward 4
and all of the persons were present, except the following absentees: Tom Cole, thus constituting
a quorum. Whereupon, among other business, the following was transacted at the Meeting: a
written
RESOLUTION OF THE CITY COUNCIL OF HUNTSVILLE, TEXAS, AUTHORIZING
AND APPROVING THE DISSOLUTION OF THE RAVEN HILLS HIGHER
EDUCATION CORPORATION AND ORDERING OTHER MATTERS INCIDENT AND
RELATED TO THE ABOLISHMENT OF SUCH NON- PROFIT CORPORATION
was duly introduced for the consideration of the City Council. It was then duly moved and
seconded that the Ordinance be passed; and, after due discussion, said motion carrying with it the
passage of the Ordinance, prevailed and carried by the following vote:
AYES: 8
NOES: 0
2. A true, full and correct copy of the Resolution passed at the Meeting described in
the above and foregoing paragraph is attached to and follows this Certificate; that the Resolution
has been duly recorded in the City Council's minutes of the Meeting; that the above and
foregoing paragraph is a true, full and correct excerpt from the City Council's minutes of the
Meeting pertaining to the passage of the Resolution; that the persons named in the above and
foregoing paragraph are the duly chosen, qualified and acting city officials as indicated therein;
that each of the elected officials and members of the City Council was duly and sufficiently
notified officially and personally, in advance, of the time, place and purpose of the Meeting, and
ResolutionDissolvingRfMCCert
that the Resolution would be introduced and considered for passage at the Meeting, and each of
the elected officials and members consented, in advance, to the holding of the Meeting for such
purpose, and that the Meeting was open to the public and public notice of the time, place and
purpose of the meeting was given, all as required by Chapter 551, Government Code, as
amended.
SIGNED AND SEALED the 6`h day of Oc
City cretary
[CITY SEAL]
r
ResoludonDiasolvingRBMCCert
ARTICLES OF DISSOLUTION
• OF
RAVEN HILLS HIGHER EDUCATION CORPORATION
•
THE UNDERSIGNED, as the Mayor of the City of Huntsville, Texas, and as authorized
by Resolution of the City Council of Huntsville, Texas and the Articles of Incorporation of the
RAVEN HILLS HIGHER EDUCATION CORPORATION (the "Corporation"), a Texas non-
profit corporation, hereby adopts the following articles of dissolution pursuant to Article 6.05 of
the Texas Non-Profit Corporation Act
L • The name of the corporation is RAVEN HILLS HIGHER EDUCATION
CORPORATION and the file number is 800019437.
II. A resolution to dissolve the Corporation was adopted by the City of Huntsville at
a city council meeting held on October 6, 2009 and received the votes of a
majority of the council members in office.
III. • Said resolution to dissolve the Corporation by the City of Huntsville and filing
thereof and signature by the Mayor of the City of Huntsville is authorized by
Article XIV of the Articles of Incorporation of the Corporation and by the Texas
Business Organization Code, Chapter 23, Section 23.001(2) and Chapter 11,
Sections 11.051(c) and 11.059(1).
IV The Corporation has made adequate provision for all debts, obligations and
liabilities of the Corporation.
V. The Corporation has transferred, conveyed or distributed all remaining property
and assets of the Corporation in accordance with the provisions of the Texas Non-
Profit Corporation Act. •
VI. There are no suits pending against the Corporation in any court.
THE UNDERSIGNED has executed these articles of dissolution as of the 6th day of
October, 2009.
CITY OF HUNTSVILLE, TEXAS on
behalf of the RAVEN HILLS HIGHER
EDUCATION CORPORATION, a Texas
non-profit
corporation
By:
Name:
Title: Mayor
AD-r)rov.ed as to form:
Schneider, City Attorney