Resolution by VPAC to sell Welder Center to VC

Whereas, Victoria Performing Arts Center Inc. (VPAC) was formed in 1994 under the Texas Non-Profit Corporation Act for the purpose of providing a facility for the use, enjoyment and education of the public that is suitable to the exposition of and education about the performing and other fine arts, including dramatic production, and to further accommodate lectures, workshops and classes relating to the fine arts as well as contain space for rehearsal and display purposes; and

Whereas, the Leo J. Welder Center for the Performing Arts (Welder Center) was completed in 2004 and because it has provided the use and enjoyment to the public for more than seven years, VPAC believes that the Corporation's stated purpose has been substantially fulfilled; and

Whereas, VPAC continues to engage in fundraising programs, grant outreach efforts, financial accountability practices and procedures, and other legal and business matters, all relating to the management, support and maintenance of the Welder Center and;

Whereas, VPAC, in the interest of long-term stewardship of the Welder Center and to ensure its intended use and enjoyment for future generations, desires to explore a transfer of title to another suitable owner that is equally capable, if not more so, to advance the Welder Center's purpose; and

Whereas, it is not the intent of VPAC to dishonor any contractual duty it owes to third parties and any conveyance of title would be subject to the rights of Theater Victoria, Cultural Council of Victoria and any other third party to whom VPAC owes a contractual duty; and

Whereas, Victoria College (College) has had a presence in Victoria since 1925 and has grown to become a leading junior college in the state with the mission to provide its students and the community with educational opportunities and services which include a rich tradition of fine arts productions, expositions and lectures.

Now therefore, be it resolved, by affirmative vote at a duly noticed meeting on the 30th day of January, the Board of Directors hereby declares that College's long-term presence within the community coupled with its stated mission makes it a suitable owner and manager of the Welder Center, and, pursuant to Article 3.5 of the Corporations' Bylaws, the President shall have the authority to enter into an agreement with the College, written or otherwise, for the purpose of exploring the feasibility of transferring ownership of the Welder Center from VPAC to the College, and, if the College approves and chooses to accept the conveyance within a period of 9) days, to negotiate terms of the conveyance of the two tracts (204 N. Main St. and 107 E. Goodwin) depicted collectively on the attached Exhibit A.

Be it further resolved, that any negotiated conveyance will be by gift deed; however, it may include the assumption of current operating debt and it will include restrictions that prohibit College, and any subsequent owner, from (1) changing the Welder Center's purpose, (2) changing the dedicated names, to wit, "Leo J. Welder Center for the Performing Arts," and "The Dr. Charles and Mary Katherine Borchers Performance Hall," and (3) removing any plaques, tributes or other displays memorializing the VPAC Board of Directors and benefactors.

Dated Jan. 30, 2012.By Order of the Board of Directors, Victoria Performing Arts Center Inc.