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HomeMy WebLinkAboutResolutionsEXHIBIT A RESOLUTIONS OF THE BOARD OF DIRECTORS OF AMERICAN CAMPUS COMMUNITIES INC The following Resolutions were adopted at a meeting of the Board of Directors of AMERICAN CAMPUS COMMUNITIES, INC. (the "Corporation") held on November 15, 2006 in accordance with Section 2-409 of the General Corporation Law of the State of Maryland: BE IT RESOLVED, that the Corporation, as the sole member of American Campus Communities Holdings LLC ("Holdings"), as the general partner of American Campus Communities Operating Partnership LP (the "Operating Partnership"), is authorized to acquire a portfolio of student housing projects in Lexington, Kentucky, Toledo, Ohio and Ypsilanti, Michigan, or the associated equity interests (the "Portfolio"), substantially in accordance with the terms of the letter of intent previously provided to the Board and, if necessary in connection with the consummation of such acquisition, to form a subsidiary or subsidiaries of the Operating Partnership; and FURTHER RESOLVED, that in connection with the acquisition of the Portfolio, the Corporation, as the sole member of Holdings, as the general partner of the Operating Partnership, is authorized to make or assume a loan or loans (the "Loan"), which Loan may be secured by liens and security interests covering the Portfolio, and the guarantee of certain obligations relative to the Loan by the Corporation, directly or indirectly; and FURTHER RESOLVED, that the Corporation, as the sole member of Holdings, as the general partner of the Operating Partnership, is authorized to borrow funds pursuant to the Operating Partnership's existing line of credit facility in order to facilitate the acquisition of the Portfolio; and FURTHER RESOLVED, that the Corporation, as the sole member of Holdings, as the general partner of the Operating Partnership, is authorized to make a property management agreement or agreements with a subsidiary of the Operating Partnership with respect to the management, operation and leasing of the Portfolio; and FURTHER RESOLVED, that the authorized officers of the Corporation or its subsidiaries (the "Authorized Officers") be, and each hereby without the joinder of any other is, authorized, empowered and directed on behalf of the Corporation and/or its subsidiaries to make, execute, file and deliver any and all agreements (including without limitation loan agreements, promissory notes, mortgages or deeds of trust, assignments, guarantees, development agreements, management agreements and other agreements), consents, certificates, documents, instruments, amendments, papers or writings as may be required in connection with or in furtherance of the foregoing resolutions, and to do any and all other acts necessary or desirable to effectuate the foregoing resolutions, the execution and delivery thereof by such Authorized Officer(s) to be deemed conclusive evidence of the approval by the Corporation and/or its subsidiaries of the terms, provisions and conditions thereof; and FURTHER RESOLVED, that the execution by the aforesaid Authorized Officers, or any of them, of any document or instrument authorized by these resolutions, or any document or instrument executed in furtherance of the accomplishment of any action or actions so authorized, is and shall become upon delivery the enforceable and binding act and obligation of the Corporation and/or its subsidiaries as applicable, without the necessity of the signature or attestation of any other Authorized Officer; and FURTHER RESOLVED, that any and all acts, transactions or agreements previously signed or entered into on behalf of the Corporation and/or its subsidiaries in connection with the foregoing are in all respects approved and ratified as the true acts and deeds of the Corporation and/or its subsidiaries, as applicable, with the same force and effect as if each such act, transaction or agreement or certificate had been specifically authorized in advance by resolution of the Corporation and/or its subsidiaries, and that an Authorized Officer did execute the same. rd Executed and delivered as of the day of February, 2007. i ari�Mickei, Se retary CERTIFICATE OF SECRETARY OF AMERICAN CAMPUS COMMUNITIES, INC. I, Brian Nickel, as the duly elected Secretary of AMERICAN CAMPUS COMMUNITIES, INC., a Maryland corporation ("ACC") hereby certify as follows: 1. Attached hereto as Exhibit "A" is a true and correct copy of the resolution adopted by the Board of Directors of ACC at a meeting of the Board on November 15, 2006, which resolution has not been further modified or amended and remain in full force and effect, as of the date hereof. 2. Attached hereto as Exhibit "B" is a true and correct copy of the Articles of Organization of American Campus Communities Holdings LLC ("ACCH") dated July 15, 2004, filed on July 15, 2004 with the Maryland State Department of Assessments and Taxation, which Articles of Organization has not been further modified or amended and remains in full force and effect, as of the date hereof. 3. Attached hereto as Exhibit "C" is a true and correct copy of the Operating Agreement of ACCH dated July 15, 2004, which Operating Agreement has not been further modified or amended and remains in full force and effect, as of the date hereof. 4. Attached hereto as Exhibit "D" is a true and correct copy of the Certificate of Limited Partnership of American Campus Communities Operating Partnership LP, a Maryland limited partnership (the "Partnership") dated July 15, 2004, filed on July 15, 2004 with the Maryland State Department of Assessments and Taxation, which Certificate has not been further modified or amended and remains in full force and effect, as of the date hereof. 5. Attached hereto as Exhibit "E" is a true and correct copy of the Amended and Restated Agreement of Limited Partnership of the Partnership dated August 17, 2004, and the First Amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership dated March 1, 2006, which Agreement of Limited Partnership has not been further modified or amended and remains in full force and effect. 6. The persons named below are, as of the date hereof, duly elected, qualified and acting officers of ACC and hold, as of the date hereof, the offices set forth opposite their respective names: Name William Bayless Brian Nickel Greg Dowell James C. Hopke, Jr. Jonathan Graf Title: President Executive Vice President Executive Vice President Executive Vice President Senior Vice President