GOVERNING DOCUMENTS FOR BIRMINGHAM RANCH HOMEOWNERS’ ASSOCIATION, INC.
WHEREAS, Texas Property Code § 202.006 requires all dedicatory instruments to be filed in the real property records of each county in which the property to which the dedicatory instruments relate is located.
WHEREAS, the Birmingham Ranch Homeowners’ Association, Inc. (the desires to record the documents set forth below: NOW, THEREFORE, the Association records the following dog attached hereto 1. Bylaws of Birmingham Ranch Homeowners’ alt 2011, 2. Certificate of Formation of Birmingharn R: eo Recorded this Gene day o Homeowners’ Association, Inc.
STATE OF TEXAS gzéknowledged before me on the TWaay of Nec rndber, 2011, p NAAR” for Birmingham Ranch Homeamaane alf of such Association.
[Notary Seal] JENNIFER | E. LAR: i Olary Public, LARSEN x My Commissior nM Expt lee “, a EEO d ul 2 os eg meee i_4109370v.1 pews eo BIRMINGHAM RANCH alomenasansts A TEs N OD comes ARTICLE Ι NAME AND LOCATION..
TABLE OF CONTENTS Page ARTICLE II PURPOSE AND PARTIES 2.01. Purpose..
2.02. Parties...
ARTICLE III DEFINITIONS ARTICLE IV MEMBERSHIP AND VOTING RIGHTS 4.01. Membership 4.02. Transfer 4.03. Voting Rights.
4.04. Multiple Owner Votes.
4.05. Suspension of Voting Rights 4.06. Quorum, Notice and Voting Requirements 4.07. Annual Meeting 1 Unofficial 4.08. Special Meetings.
4.09. Proxies.
4.10. Action Without Meeting By Written Ballot..
ARTICLE V BOARD OF DIRECTORS; SELECTION, TERM OF OFFICE 5.01.
Numbe 4 5.02 Term of Office 4 5.03.
Removal 4 5.04. Vacancies 5 5.05. Indemnification of Officers and Directors.
5 5.06. Compensation and Loans...
5 5.07. Action Without Meeting and Telephone Meetings.
5 ARTICLE VI ΝΟΜΙΝΑ ΓΙON AND ELECTION OF DIRECTORS 6.01. Nominations.
ndemnification of Officers and Directors.
5 5.06. Compensation and Loans...
5 5.07. Action Without Meeting and Telephone Meetings.
5 ARTICLE VI ΝΟΜΙΝΑ ΓΙON AND ELECTION OF DIRECTORS 6.01. Nominations.
6.02. Election of Board 1 2 2 2 3 3 3 4 4 4 ARTICLE VII MEETINGS OF DIRECTORS 7.01. Regular Meetings 7.02. Special Meetings...
i 6 6 6 6 7.03.
Quorum 7.04. Open Meetings 7.05. Executive Session 7.06. Action Without Meeting and Telephone Meetings.
ARTICLE VIII GENERAL POWERS AND DUTIES OF THE BOARD OF DIRECTORS 8.01, Powers and Duties......
8.02. Contracts Terminable...
ARTICLE IX OFFICERS AND THEIR DUTIES 9.01. Enumeration of Officers 9.02. Multiple Offices.
9.03. Election of Officers.
9.04. Term 9.05. Special Appointments 9.06. Resignation and Removal 9.07.
Vacancies 9.08. Duties ARTICLE X COMMITTEES.
ARTICLE XI CORPORATE SEAL.
ARTICLE XII BOOKS AND RECORDS.
9 10 10 10 10 10 7 7 7 7 7 Unofficial 12.01. Inspection by Members..
12.02. Rules for Inspection 12.03. Inspection by Directors.
ASSESSMENTS.
ARTICLE XIV INDEMNIFICATION.
ARTICLE XV AMENDMENTS 11 11 11 11 11 12 12 ARTICLE XVI MISCELLANEOUS 16.01. Fiscal Year 16.02. Interpretation.
CERTIFICATION ii 13 13 13 14 BYLAWS OF BIRMINGHAM RANCH HOMEOWNERS’ ASSOCIATION, INC.
A TEXAS NON-PROFIT CORPORATION ARTICLE I NAME AND LOCATION The name of the association is BIRMINGHAM RANCH HO} ASSOCIATION, INC. (the “Association”), The Association is a non-pofj organized under the Texas Business Organizations Code. The princ.
shali be located at 3838 Oak Lawn Avenue, Suite 1500, Dallas, members and directors may be held at such places within the designated by the Board of Directors.
ARTICLE IT PURPOSE AND THR Section 2.01. Purpose. The purpose for Whigh tlk i ormed is to govern
llas, members and directors may be held at such places within the designated by the Board of Directors.
ARTICLE IT PURPOSE AND THR Section 2.01. Purpose. The purpose for Whigh tlk i ormed is to govern the Birmingham Ranch subdivision (“Subdi sio! j i ay of Wylie, County of Collin, State of Texas, which property 6 de iqin | Declaration of Covenants, Conditions and Restrictions for BirminghakgpAg be hereafter amended, the “Declaration”), and recorded in the Real Collin County, Texas Section 2.02, Parties. resent Mners (“Owners”) of the lots in the Subdivision (“Lots”), tenants or e tenatt any ot, or any other person who might use in any manner the facilities of thg p BS ON anaged or controlled by the Association (“Properties”) are subject to th ( the regulations set forth in these Bylaws. The ' mere acquisition, lease orseatal t e mere act of occupancy of a Lot will signify that ARTICLE WI DEFINITIONS d in the Declaration are incorporated herein by reference.
ARTICLE IV MEMBERSHIP AND VOTING RIGHTS Settion-4-01. Membership. Each and every Owner shall automatically be a member of the Association (“Member”) without the necessity of any further action on his part, subject to the terms of the Declaration, the Certificate of Formation, these Bylaws, and the rules and regulations with respect to the Properties from time to time promulgated by the Association.
Membership shall be appurtenant to and may not be separated from the interest of such Owner in and to any portion of the Lot owned by such Owner. Ownership of any portion of the Lots shall be the sole qualification for being a Member; provided, however, a Member’s voting rights may be regulated or suspended as provided in the Declaration, these Bylaws, and/or the rules and
he Lots shall be the sole qualification for being a Member; provided, however, a Member’s voting rights may be regulated or suspended as provided in the Declaration, these Bylaws, and/or the rules and regulations promulgated thereunder. Persons or entities shall be Members by reason of ownership of land dedicated and accepted by the local public authority and devoted to public use and such land shall be owned subject to all of the terms and provisions of the Declaration except that: (i) ownership of land devoted to purposes described in this sentence shall not create any votes in the Members owning such land, and (ii) such non-voting Members shall not be required to pay any assessments other than special individual assessments as described and a zed in the Declaration. No person or entity shall be a Member by reason of ownership of af right-of-way, or mineral] interest. In addition, any person or entity that holds an interest all or any part of the Lots merely as security for the performance of an obligation shall Member.
any way transferred, pledged, mortgaged or alienated except upon Owner’s interest in all or any part of the Lots and then only to the pus Section 4.02, Transfer. Membership may not be severed <e and records of the Association. Any transfer of the to transfer membership to the new Owner thereof transfer the membership registered in such O have the right to record the transfer upon ig Section 4.03. Voting Rights.
the Declaration.
Section 4.04. Multiple O br interests in and to any Lot, as required for person or entity shall be a Class A Member, and € as they, among themselves, collectively determine pratafone wetsowKio cast the votes or execute a written consent, as applicable.
than one person or entity owls th membership in the Assopertteg, Sec
€ as they, among themselves, collectively determine pratafone wetsowKio cast the votes or execute a written consent, as applicable.
than one person or entity owls th membership in the Assopertteg, Sec person or entity purports to exercise the voting rights with respect to any such Lot on any matter in question, none of such votes shall be counted in tabulating the vote on such matter and such votes shall be deemed void.
Section 4.65. Suspension of Voting Rights. The voting rights of any Member may be suspended by the Board for any period during which any assessment levied by the Association remains past due, unless the Member is in good faith contesting the validity or amount of the Assessment. The voting rights of any Member may also be suspended by the Board for a period not fo exceed sixty (60) days for an infraction of the rules and regulations set forth in the Declaration.
Section 4.06. Quorum, Notice and Voting Requirements.
present in person or by proxy.
(b) The presence at the initial meeting of Member proxies entitled to cast, sixty percent (60%) of the votes-efw edquorum is not e Called, subject to efi] the meeting, by mailing a copy of but not more than fifiy (50) days before Section 4.07. Annual Meeting. The first annual meeting of the Members shall be held within one (1) year after the date of incorporation of the Association. Thereafter, annual meeting - shall be set by the Board so as to occur not later than ninety (90) days after the close of the Association’s prior fiscal year. The time and place of all annual meetings shall be determined by the Board. The Board shall give written notice of the place of holding of the meeting to all Members.
Section 4.08, Special Meetings. Special meetings of the Members may be called at any
determined by the Board. The Board shall give written notice of the place of holding of the meeting to all Members.
Section 4.08, Special Meetings. Special meetings of the Members may be called at any time by the Declarant, by the President, by the Board, or upon the written-request for a special meeting from Members who are entitled to vote at least sixty percent (60%). of the outstanding votes of the Members (all classes counted together).
Section 4.09. Proxies, At all meetings of Members, each Member may vote iaperson or of each meeting. Proxies shall be revocable and shall automatically cease upon cone the Member of his Lot, or upon receipt by the Secretary of the Association of notice of fhe or judicially declared incompetence of such Member. Unless otherwise provided ‘ otherwise provided therein, except that the maximum term of any from the date of execution.
not less than three (3) or more than fite directors may be changed by amendme their successors, shall serve until the fj a term of three (3) years. At each annual duly called is present, the Members, voting regardless of class, shall Section 5,04, Vacancies. Vacancies on the Board shall be filled suegleet to the following provisions: (a) Macancies by Death or Resignation. In the event of the death or resignation of a director, a successor director shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of such director.
(b) Vacancies by Removal. Vacancies created by the removal of a director Shall be filled only by a vote of Members holding a majority of the votes. Such director shall serve for the unexpired term of the removed director.
(c) Vacancies by Increase _in Directorships. Any vacancy to be filled by
by a vote of Members holding a majority of the votes. Such director shall serve for the unexpired term of the removed director.
(c) Vacancies by Increase _in Directorships. Any vacancy to be filled by reason of an increase in the number of directors shall be filled by election a annual meeting or at a special meeting of Members called for that purpose.
Section 5.05. Indenmification of Officers and Directors. Except in cases 0 willful malfeasance, gross negligence or bad faith of the director or officer in the perfox duties, and subject to the provisions of applicable Texas law, each director ang indemnified by the Association and the Members against all expengéw.and lifbi attorneys’ fees, reasonably incurred by or imposed upon him or neta omg connection with any proceeding to which he or she may be a party, org indemnify its officers and directors io the extent permitted by thg Code.
security interest or other lien on the indemnity obligation under this Section any service such director may rene for actual expenses incurred in j made by the Association to any ARTICLE VI DMINATION AND ELECTION OF DIRECTORS 5.01. Nominations. Nominations for election to the Board shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting.
The Nominating Committee shall consist of a Chairman, who shall be a member of the Board, and two or more Members. The Nominating Committee shall be appointed by the Board not less than thirty (30) days prior to each annual meeting of the Members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many
s, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it in its discretion shall determine, but not less than the number of vacancies that are to be filled. Such nominations must be made from Owners or, where such Owner is not an individual person, an officer, director, shareholder, partner or representative of an Owner.
Thereafter, directors shall be. elected by Members at the annual meeting. At such glee S Members or their proxies nal cast, in respect to each vacancy, as many votes as { votes shall be elected, Caratutive voting is not Pamala ARTICLE VII MEETINGS OF DIRECTORS annually at such place within the State of Texas, . time by resolution of the Board. If the meeti holiday, then that meeting shall be held at the Sunday or legal holiday. Notice of the ager be given to Board members who have hoiding of the meeting. Attendance in ff for the express purpose of objectinget meeting is not lawfully called orfonyg consent to the holding of said Special meetings of the Board shall be held when he President or by any two (2) directors other than the the time and place of the meeting and the nature of any ground that the meeting is not lawfully called or convened, shall constitute waiver of notice and such director’s consent to the holding of said meeting. Participation by a director in a meeting by telephone or similar communication equipment shall constitute waiver of notice and attendance in person ai such meeting.
Section 7.03. Quorum. A majority of the total number of directors constituting the
ephone or similar communication equipment shall constitute waiver of notice and attendance in person ai such meeting.
Section 7.03. Quorum. A majority of the total number of directors constituting the Board shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Section 7.04, Open Meetings. All mectings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless | expressly so authorized by a majority of a quorum of the Board.
Section 7.05. Executive Session. The Board may, with approval of a myoritwof a quorum of the Board, adjourn a meeting and reconvene in executive session to discuss ; “upon personnel matters, litigation in which the Association is or may beconf disciplinary matters, and orders of business of a similar nature.
business io be considered in executive session shall first be announc If the Board takes an action by yay i, an explanation of the action taken shall be sent by mail to all directbrs Q é ays piter the written consent of all directors have been obtained.
GENERAL POWERS A Section 8.01. Powers a the Board. In addition tg herein, and without li Members, shall hay ffion rules which may include the establishment of a system of fines and/or penalties enforceable as special individual assessments as provided in the Declaration and to enjoin and/or seek legal damages from any Owner for violation of such provisions or rules; (6) ‘To contract for and maintain such policy or policies of insurance as may be required by the Deciaration or as the Board deems necessary or desirable in furthering
ion of such provisions or rules; (6) ‘To contract for and maintain such policy or policies of insurance as may be required by the Deciaration or as the Board deems necessary or desirable in furthering the purposes of and protecting the interest of the Association and its Members; (c) To enter into contracts for legal and accounting services, maintain one or _ more bank accounts, and generally, to have the powers necessary or incidental to the operation and management of the Association; (d) If, as and when the Board, in its sole discretion, deems it necessary it may, but shall not be obligated to, sue and defend in any court of law on behalf of the Association or one (1) or more of its Members; (ec) To establish and maintain a working capital and/or contingency amount to be determined by the Board; To make an unaudited annual report available @qgithi (120) days after the end of each fiscal year) to each Owner; (g) Subject to the terms of the Declaration, to Baal use any insurance proceeds to cover any insured liability of@ (h) To delegate its powers and du provided in these Bylaws, employ a m all or any part of the duties and resphnsigyttics nc 2 won, 1, provided that any Dy agnaper or managing agent shail be Association and shali have a term year renewal periods upon the m ; > parties; serté the Members at the annual meeting of the Members, bien such statement is requested in writing by twenty-five management of the Association.
Section 8.02, Contracts Terminable. So long as there exists any Class B Memberships, the Board shall not enter into any contracts or agreements unless such contracts or agreements are terminable by the Board upon ninety (90) days prior written notice or less.
ARTICLE IX OFFICERS AND THEIR DUTIES
hall not enter into any contracts or agreements unless such contracts or agreements are terminable by the Board upon ninety (90) days prior written notice or less.
ARTICLE IX OFFICERS AND THEIR DUTIES Section 9.01. Enumeration of Officers. The officers of the Association shali be as follows: (a) A President, who shall at all times be a member of the Board; (b) A Vice President, who shall at all times be a member of the Board (c) A Secretary, who may or may not be a member of the Bog (d) A Treasurer, who may or may not be a memb o9 {e) Such other officers, who may or may not be me Board may from time fo time by resolution create.
Section 9.02, Multiple Offices. The officeg,of Presig the same person. > Section 9.03. Election of Officers incorporation of the Association, the dirgeto officers shall take place at the first mee Members.
ereafier, the election of y each annual meeting of the Section 9.04. Term. The officets hold office for one (1) year unlega=% The Board may elect such other officers or appoint such other age Association may require, each of whom shall hold office for ra period e suct aQuityeand perform such duties as the Board may, from time gnation’and Removal. Any officer may be removed from office by 2. Any officer may resign at any time by giving written notice to ¥7. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the replaced officer.
Section 9.08. Duties. The duties of the officers are as follows: (a) President, The President shall (i) preside at all meetings of the Board; (ii) see that orders and resolutions of the Board are carried out; (iii) sign all contracts, leases,
ficers are as follows: (a) President, The President shall (i) preside at all meetings of the Board; (ii) see that orders and resolutions of the Board are carried out; (iii) sign all contracts, leases, mortgages, deeds and other written instruments; provided, however, that any duly authorized officer may sign checks and promissory notes; and ‘ay shall perform such other duties as may be required by the Board.
(b) Vice President. The Vice President shall (i) act in the place and stead of the President in the event of the President’s absence, inability or refusal to get; and (ii) shall exercise and discharge such other duties as may be required by the Boafd (c) Secretary. The Secretary shall (i) record the votes and keep the my all meetings and proceedings of the Board and of the Members; (ii) keep-tfe seal of the Association and affix it on all papers requiring said seal; (j meetings of the Board and of the Members; (iv) keep approp e the Members of the Association together with their eds e duties as required by the Board.
The Board shall appoint other ed™“appropriate in carrying out its purpose.
The Association shall have 2 gircular form having within its circumference the name of the Associatig ARTICLE Xi BOOKS AND RECORDS gion by Members. The membership register, books of account the Members, of the Board and of committees shall be made Section 12.02, Rules for PNSpeCHGt: The Board shall establish reasonable rules with respect to: (a) Notice to be given to the custodian of the records by the Member desiring to make the inspection; (b) Hours and days of the week when such an inspection may be made; and (c) Payment of the cost of reproducing copies of requested documents.
Section 12.03, Inspection by Directors. Every director shall have the absolute right at
k when such an inspection may be made; and (c) Payment of the cost of reproducing copies of requested documents.
Section 12.03, Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical property owned by the Association. The rights of inspection by a director includes the right to make extra copies of documents.
ARTICLE XY ASSESSMENTS The provisions of the Declaration specifically set forth the rights Obli liabilities of the Association and its Members relative to the lowy, collfctién J assessments and those provisions are incorporated herein by referenGe ps all purpose ARTICLE XIV INDEMNIFICATION Subject to the provisions of the Texas Busingag Orga indemnify directors, officers, agents and employegCasdo L, Extent, (a) ipr or reimburse the director or officer for the nses in advance of the final disposition of the Association receives in writing (4) an affirmation by good faith belief that he has met the standards of indemnification under a Texas Business Organizations discretion of thg payment of his ke fhe sole discretion of the Board, shall have the right, to such further extent itted by law, but not the obligation to indemnify any person who (i) is or aS a director, officer, employee, or agent of the Association, or (ii) while a director, officer, employee, or agent of the Association, is or was serving at its request as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.
as Insurance. The Association may purchase and maintain insurance or
oreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise.
as Insurance. The Association may purchase and maintain insurance or another arrangement on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at its request as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise against any liability asserted agaipsg him and incurred by him in such a capacity or arising out of his status as such a perso§, not the Association would have the power to indemnify him against that liabill to the provisions of the Texas Business Organizations Code.
by grant of a security interest or other lien on the asset: establish a letter of credit, guaranty, or surety arrangement.
ARTICLE XV AMENDMENTS These Bylaws or the Certificate of Formay meeting of the Members by a vote (in person 9g other party, may modify, amend or repea time prior to the conveyance of the ffs compliance with any applicable govgseme rule, regulation or judicial determination; (iii) as necessary to comply B of the VA, HUD (Federal Housing Administration), FHLMC or otker applicable governmental agency or secondary mortgage market Ee or (ivlas clarify or to correct technical, typographical or aia endment pursuant to clause (i), Gii) and/or (iv) Wi of these Bylaws or the Certificate of Formation shall be onsent of Ryland Homes of Texas, Inc. (“Ryland”). Ryland is a ge provisions.
ARTICLE XVI MISCELLANEOUS Section 16.01. Fiscal Year. The fiscal year of the Association shall begin on the first
shall be onsent of Ryland Homes of Texas, Inc. (“Ryland”). Ryland is a ge provisions.
ARTICLE XVI MISCELLANEOUS Section 16.01. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and end on the 3ist day of December of every year, except that the first fiscal year shall begin on the date of incorporation of the Association.
Section 16.02. Interpretation. In the case of any conflict between the Certificate of Formation and these Bylaws, the Articles shall control; in the case of any conflict between the Declaration and these Bylaws, the Deciaration shall control; and in the case of any conflict between the Declaration and the laws of the State of Texas governing non-profit corporations, the laws of the State of Texas shall control; provided, however, to the extent reasonably practical, the Certificate of Formation, Bylaws and Declaration shall be construed and interpreted together as consistent and non-conflicting documents, such being the intent thereof.
CERTIFICATION _ modified, amended nor rescinded.
Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Hope Andrade Secretary of State Office of the Secretary of State January 31, 2011 Attn: Ronald A. Bradshaw Carrington, Coleman, Sloman & Blumenthal, L.L.P.
901 Main Street, Suite 5500 Dallas, TX 75202 USA RE: BIRMINGHAM RANCH HOMEOWNERS' ASSOCIATION, KD File Number: 801377156 It has been our pleasure to file the certificate of formation and igs certificate of filing Nonprofit corporations do not automatically qualify an exempti federal and state taxes.
Shortly, the Comptroller of Public Accounts will acti * agon at its registered office p gt heefednchise tax account for the ation for the Comptroller’s office, is eu. afo/fragclise/index.html. For information on
e Comptroller of Public Accounts will acti * agon at its registered office p gt heefednchise tax account for the ation for the Comptroller’s office, is eu. afo/fragclise/index.html. For information on state tax exemption, including applications ed Paicijons, visit the Comptroller’s Exempt Organizations web site at http://AwinddwAtate.d axipfo/exempt/index.html. Information on exemption from federal taxes is availah) math Corporations Stetier Business & Public Filings Division (512) 463-5555 Enclosure Come visit us on the internet at http:/Avww.sos.state. tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10286 Document: 351997440002 Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 Hope Andrade Secretary of State Office of the Secretary of State CERTIFICATE OF FILING OF BIRMINGHAM RANCH HOMEOWNERS' ASSOCIATION, File Number: 801377156 The undersigned, as Secretary of State of Texas, hereby certifies tna eri above named Domestic Nonprofit Corporation has been received in this conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and f secretary by law, hereby issues this certificate evidence Yin Z The issuance of this certificate does not authorize of another under the federal Trademark Act of Professional Name Act, or the common law.
Dated: 01/28/2011 Effective: 01/28/2011 1 We) c i SAY D , eo Hope Andrade prs Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ Phone: (512) 463-5555 Fax: (512) 463-5709 Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10306 Document: 351997440002 JAN-28-2011 FRI 11:58 AM FAX NO, P.M EE Bae fe E in the Office of the secretary of Steta of Texas JAN 26 2011
Dial: 7-1-1 for Relay Services Prepared by: Lisa Sartin TID: 10306 Document: 351997440002 JAN-28-2011 FRI 11:58 AM FAX NO, P.M EE Bae fe E in the Office of the secretary of Steta of Texas JAN 26 2011 ARTICLES OF INCORPORATION Corperation g Section OF “ BIRMINGHAM RANCH HOMEOWNERS’ ASSOCIATION, INC, The aederigasa natural person of the age of eighteen (18) yoars or more, a€ State of Texas, acting as incorporator of a corporation under.the Texas Non-Profit Sg Act, hereby adopts the following Articles of Incorporation for such corporation: ARTICLE | The name of the corporation is BIRMINGHAM ASSOCIATION, INC., hereinafter sometimes called the “Associatio » The Association is a nonprofit corporation. AS CG ‘The purposes for which the Agsochai Oreanized are to administer the DECLARATION OF COVENA) , %S AND RESTRICTIONS FOR BIRMINGHAM RANCH, filed g it recOrd in the Official Public Records of Real Property of Collin County, f e may be amended from time to time (the “Declaration™), which affects Birn yeham Ra ch, a residential development in Callin County, Texas (the “Subdivision™) EI for the acquisition, hand maintenance in the Subdivision and any addition or fe brought within the jurisdiction of the Association, and for cause ta be enforced (i) the restrictions and covenants imposed upon all or parmeté-+he Subdivision by the Declaration, and (ii) the restrictions and covenants, tf any, legally imposed hereafter upon the Subdivision by deed or otherwise; (c) to acquire (by gift, deed, lease or otherwise), own, hold, improve, operate, maintain, sell, lease, convey, dedicate for public use, otherwise dispose of and/or alienate real and personal property as the Association may deem necessary or appropriate and/or as provided in the Declaration;
ell, lease, convey, dedicate for public use, otherwise dispose of and/or alienate real and personal property as the Association may deem necessary or appropriate and/or as provided in the Declaration; 010132,00030:279815.06 JAN-28-2011 FRI 11:58 AM FAX NO, P, 08 (d) to borrow money, and mortgage, pledge or otherwise encumber, alienate or hypothecate aay of all of its real or personal property as security for money borrowed or debts incurred to conduct the lawful affairs of the Association; and (¢) to have and exercise any and all powers, rights and privilegs corporation organized and existing under the Texas Non-Profit Corporation law now or hereafter have and exercise; PROVIDED, HOWEVER, any of the foregoing provisions of this Article IV jg notwithstanding, the Association is organized and shall be operated exclusiy community service and other nonprofit purposes, and no part of any of this Association shall inure to the benefit of any Member of th the Subdivision.
ARTICLE V The street address of the initial registered offige of tht A 17855 North Dallas Parkway, Suile 200, Dalla s 7R registered agent at such address is Fred Phillip: ame of ifS initial rectors is three (3), and the itial directors are: NAME TERM Grant S. Morrow 3 years Sheri Kuykendall 2 years 2 years may be changed by amendment of the Bylaws of the Corporation, but than three (3).
ARTICLE Vil The name and street address of the incarporatar is: NAME ADDRESS Grant S. Morrow c/o Graham Mortgage Corp.
3838 Oak Lawn Ave., Suite 1500, Dallas, TX 75219 010732.00030:279815,06 JéN-28-2011 FRI 11:58 AM FAX NO, P, 09 ARTICLE Vii A. Every person who is a record owner of a fee or undivided fee interest in any lot Within the Subdivision shal] be a member of the Association (a “Member”), The foregoing is not
NO, P, 09 ARTICLE Vii A. Every person who is a record owner of a fee or undivided fee interest in any lot Within the Subdivision shal] be a member of the Association (a “Member”), The foregoing is not intended to include persons or entities who hold an interest merely as securj for the performance of any obligation. Membership shall be appurtenant to and may noKbe 8 from ownership of any lot that is subject to assessment by the Association. Owners lot shall be the sole qualification for Membership.
B. The Association shall have two classes of voting membership: Class A. Class A Members shall be all owner Declarant during the Class B Control Period. Class A MembBerg‘si vote for each Lot owned, However, when more than one person Lot, all such persons shat be members, but only one — 3 writing prior to the vote being taken.
obligation to take any action to determing entity seeks to exercise i.
Class B. The sole Class & entitled to five votes for each beeBylaws; provided, however, that no part of the net be distributed ar shail otherwise inure to the benefit of any Mer in the Subdivision).
gy be dissolved with the written approval of not less than 2/3 of ip aathay be more specifically provided in the Bylaws and in accordance e Stdte of Texas. Upon dissolution of the Association, other than incident to a Atioh, the assets of the Association will be distributed to an appropriate public urposes similar to those for which the Association was created, or shall be granted, af and assigned te a nonprofit corporation, association, trust or other organization to be devated to such similar purposes, ARTICLE X _No director of the Association shall be Hable to the Association or its Members for
a nonprofit corporation, association, trust or other organization to be devated to such similar purposes, ARTICLE X _No director of the Association shall be Hable to the Association or its Members for monelary damages for an act or omission in the director’s capacity as a director, except that this Article does not eliminate or limit the liability of a director for (i) a breach of a director's duty of loyalty to the Association or its Members; (i) an act or omission not in good faith or that 03.0132,00030;279815.06 JAN-28-2011 FRI 11:59 AM FAX NO. P, 10 involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken | within the scope of the director's office; or (iv) an act or omission for which the liability of a director is expressly provided for by statute. If the Texas Miscellaneous CorporatiogeL permitted by such statute, as so amended, Any repeal or modification of the foregoing Hon of CO Association shall not adversely affect any right or protection of Cay existing at the time of such repeal or modification, ARTICLE XI necessary to take that action at a meeting the committee were present and voted, the requirements of Art. 1396-9.10 of th IN WITNESS WHEREOF, Grant S. Morrow, Tncorporator Filed and Recorded Official Public Records Stacey Kemp, County Clerk Collin County, TEXAS 12/30/2011 08:55:22 AM $104.00 DLAIRD 20111230001410610 inflow