D221198689 07/12/2021 11:21 AM Page: 1 of 15 Fee: $75.00 Submitter: Hoover Slovacek Electronically Recorded by Tarrant County Clerk in Official Public Records wa Wihked \ MARY LOUISE NICHOLSON COUNTY CLERK INSTRUMENT TO RECORD DEDICATORY INSTRUMENTS This Instrument is being recorded by Enchanted Bay Homcowners Association, a Texas non-profit corporation (the “‘Association”) pursuant to Section 202.006 of the Texas Propey Code.
Section 202.006 of the Texas Property Code requires a property owners' assocjattdq record each dedicatory instrument in the real property records of the County in whi e to which the dedicatory instrument relates is located, if such instrument has not fre recorded; and = Restrictive covenants and other matters concerning the E forth in the Enchanted Bay Declaration of Covenants, Conditions{a Real Property Records of Tarrant County, Texas, under Clerk's F The Association is currently subject to the ing dedicatd ents which have not previously been recorded, to-wit: Certificate of Formation of the Associatio By-Laws of the Association.
Pursuant to Section 202.006 o¥’thé record such dedicatory instruments, copts hereinabove.
Executed on Se daf ofJune, ¥ ode, the Association does hereby eattached hereto in the order set forth ENCHANTED BAY HOMECGWNERS ASSOCIATION, a Texas non-profit corporation “ Af.
evi aa ° D221198689 THE STATE OF TEXAS § § COUNTY OF TARRANT § President of Enchanted Bay Homeowners Association, a ‘Texas non-profit corporation, o of said entity, Notary ID # 128038648 _ Expires July 23, 2024 arene EN aman i .
WHEN RECORDED RETURN T Mark K. Knop Hoover Slovacek LLP Galleria Tower II 5051 Westheimer, SuigQ00 Houston, Texas 77 Qs
38648 _ Expires July 23, 2024 arene EN aman i .
WHEN RECORDED RETURN T Mark K. Knop Hoover Slovacek LLP Galleria Tower II 5051 Westheimer, SuigQ00 Houston, Texas 77 Qs This instrument was acknowledged before me on June 32. 2021, by XO \ Page 2 of 15 D221198689 Filing#:803880454 Document#:1016145080002 Filed On 12/28/2020 received by Upload CERTIFICATE OF FORMATION OF ENCHANTED BAY HOMEOWNERS ASSOCIATION The undersigned natural person, being of the age of eighteen (18) years or more, & citizen of the State of Texas, acting as incorporator of a nonprofit corporation under the Business Organizations Code, does hereby adopt the following Certificate of Formatio: corporation: ARTICLE I NAME The name of the corporation is: ENCHANTED BAY HOMEOWD called the “Association”).
ARTICLE I NONPROFIT CORPORATIO The Association is a nonprofit corporation.
iO after ARTICLE] The Association is org purposes pursuant t (b) to pay all expenses incident to the conduct of the business of the Association, including all licenses, taxes, or goverrunental charges levied or imposed against the Association’s property; and (ce) to have and to exercise any and all powers, rights, and privileges which a corporation organized under the Texas Business Organizations Code may now, or later, have or exercise.
Page 3 of 15 D221198689 The above statement of purposes shall be construed as a statement of both purposes and powers. The purposes and powers stated in each of the clauses above shall not be limited or restricted by reference to, or inference from, the terms and provisions of any other such clause, but shall be broadly construed as independent purposes and powers.
ARTICLE V REGISTERED OFFICE, REGISTERED AGENT Lauren Sullivan.
ARTICLE VI MEMBERSHIP
e terms and provisions of any other such clause, but shall be broadly construed as independent purposes and powers.
ARTICLE V REGISTERED OFFICE, REGISTERED AGENT Lauren Sullivan.
ARTICLE VI MEMBERSHIP Membership in the Association shall be dependent property intone as eefoel and set forth in the Ceeiabor all run with™theprOperty interest. The foensing shall not be deemed or construed to incltde Paysons or entities holding an interest merely as security for performance of an obligation qualifying property interest, and th Any attempt to make a prohibited se void.
Voting rig Declaration. Ng ARTICLE Vill INCORPORATOR TAME ADDRESS Louis Trapolino 10410 Windermere Lakes Blvd.
Houston, Texas 77065 2 CERTIFICATE OF FORMATION ENCHANTED BAY HOMEOWNERS ASSOCIATION : i !
i } i i Page 4 of 15 D221198689 ARTICLE IX BGARD OF DIRECTORS The affairs of the Association shall be managed by an initial Board of Directors consisting of three (3) individuals, who need not be members of the Association. The Board shall fulfill all of the functions of, and possess all powers granted to, Boards of Directors o The names and addresses of the persons who are to act in the capacity of initial Dire the selection. of their successors are: NAME Kyle Kirkland Kevin Morse Lyndsey Martie All of the powers and =? é Board of Directorsnamed above until the DIRECTOR LIABILITY not be personally liable to the Association for ARTICLE XI INDEMNIFICATION witness by reason of his being or having been such director or officer or by reason of any action alleged to have been taken or omitted by him in either such capacity. Such indemnification shall be provided in the manner and under the terms, conditions and limitations set forth in the Bylaws of the Association, 3 CERTIFICATE OF FORMATION
him in either such capacity. Such indemnification shall be provided in the manner and under the terms, conditions and limitations set forth in the Bylaws of the Association, 3 CERTIFICATE OF FORMATION ENCHANTED BAY HOMEOWNERS ASSOCIATION Page 5 of 15 D221198689 ARTICLE XII DISSOLUTION The Association may be dissolved with the written and signed assent of not less tha ninety percent (90%) of the total number of votes of the Association, as determined under th Declaration, Upon dissolution of the Association, other than incident to a merger_a ent 58) a consolidation, the assets of the Association shall be dedicated to an appropriate publica be used for purposes similar to those for which this Association was created. In the ed such dedication is refused acceptance, such assets shall be granted, conveyed any nonprofit corporation, association, trust, or other organization to be devote purposes, ARTICLE XII ACTION WITHOUT MEETIN!
a vote, if a consent or consents in writing, setting forth tk number of members having the total number of Amendment of this Certi# ation. finy suchthrgposed amendment shall be adopted only upon an apiptiy of two-thirds (2/3) of the total number of votes of bePeclaration. In the case of any conflict between the ermation, the Declaration shall control; and in the case of © of Formation and the Bylaws of the Association, this Eleg ef Louis Trapolino, Incorporator 4 CERTIFICATE OF FORMATION ENCHANTED BAY HOMEOWNERS ASSOCIATION Page 6 of 15 D221198689 BY-LAWS OF ENCHANTED BAY HOMEOWNERS ASSOCIATION ARTICLE I Name, Principal Office, and Definitions Section 1. Name. The name of the corporation is Enchanted Bay Homeowners A€ (the “Association’).
Section 2, Principal Office. The principal office of the Association ghz
ncipal Office, and Definitions Section 1. Name. The name of the corporation is Enchanted Bay Homeowners A€ (the “Association’).
Section 2, Principal Office. The principal office of the Association ghz Tarrant fom Texas. rs Association nat have such other officgs amended and supplemented from time to time, otherwise.
vor sooner at the option of Declarant; thereafter, by October 1 of cach year, All such meetings of efn or out of the State of Texas, stated in the notice of the Board of Directors may, in its sole discretion, designate erence telephone or similar communications equipment, or other iw sysiem, including videoconferencing technology or the internet, Slectronic Means”). Attendance at any meeting by Electronic Means . Period (or sooner as provided below}, the Members shall elect, by written and signed Board of Directors in accordance with the requirement of Article IIT, Section 1, of these Section 3. Special Meetings. Special meetings of the Members may be called by the President as directed by a resolution of the Directors of the Board, or upon petition signed by a majority of Members and having been presented to the Secretary or Assistant Secretary of the !
Page 7 of 15 D221198689 Page 8 of 15 Association. Said special meetings shal! be called by delivering wrilten notice to all Members not less than ten (10) days or more than sixty (60) days prior to the date of said meeting stating the date, time and place of said special meeting and the matters to be considered. Any such meetings shall be held after the first annual meeting and shall be held within thirty (30) days of receipt by the President of such resolution or petition.
Section 4. Delivery of Notice of Meetings. Notices of meetings may be delivered gi
annual meeting and shall be held within thirty (30) days of receipt by the President of such resolution or petition.
Section 4. Delivery of Notice of Meetings. Notices of meetings may be delivered gi personally or by mail, facsimile or email to a Member at the address given to the Board ¥ Member for such purpose.
Section 5. Proxies, Electronic Ballots, Absentee Ballots and Other Methods of or Delezated Voting. All Members may attend meetings of the Association in thg by the Board at Directors, in its sole discretion, and Members may-exetci Directors, mean a paper proxy or proxies, and at¢ electronic ballot(s), absentee ballot(s), or any other Mm the Member of his ar her Lot.
Section 6. Quorum. A quoru Members represented in person or b entitled to be cast at said pee 4 ssociation before the appointed ‘iii of such meeting.
ARTICLE HL Board of Directors Members (“Directors’ », Until the expiration of the —— Period (however such right to appoint may be subject to earlier termination according to the terms hereof), the Board governing the affairs of the Association shall be appointed by the Declarant acting in its sole discretion and shall 2 D221198689 serve at the pleasure of the Declarant, unless the Declarant shall earlier surrender this right to appoint the Directors. The names of the initial Directors appointed by Declarant are set forth in the Certificate of Formation of the Association (the “Certificate of Formation”). At the first meeting of the Association after the expiration of the Development Period (or earlier as set forth below), there shall be elected to the Board by vote of the Members any five (5) Members of the Association, who
the Association after the expiration of the Development Period (or earlier as set forth below), there shall be elected to the Board by vote of the Members any five (5) Members of the Association, who shal] thereafter govern the affairs of the Association until their successors have been duly elected and qualified. Those candidates for election as Director receiving the greatest percentage of the yefes cast either in person or by proxy at the meeting shall be elected.
O business of constructing homes or who purchased the Lot(s) from the Deplargnt f Npose of selling Notwithstanding anything to the contrary above, even though the DevelopmentPeridd by the Class A Members on or before the earlier of: (1) 120 days after 75% of the created and made subject to the Declaration (including all additional loze-th At the first meeting of the Association after piration o Elopment Period (or earlier as set forth above), the term of office of three (3\DirStors shall be fixed at two (2) years and the term of office of two (2) Directors shail be fixe year, and all Directors shall hold annual meeting thereafter, the Membe shall expiting term. o> Section 2. ates Association digg S; proxy/ballots or other ballots to Members for purposes of Association shall provide notice to the Members soliciting B during his or her term, he or she shall thereupon cease to be a Director and be deemed Ssigned and his or her place on the Board shall be deemed vacant.
esignation shall be fil filled byt majority vote of the remaining Directors thereof, even though they may constitute less than a quorum. Any Director so elected or appointed to fill a vacancy shall hold office for a term equal to the unexpired term of the Director whom he or she succeeds.
3 Page 9 of 15 D221198689
ctor so elected or appointed to fill a vacancy shall hold office for a term equal to the unexpired term of the Director whom he or she succeeds.
3 Page 9 of 15 D221198689 Section 5. Meetinus. A regular annual meeting of the Board shall be held within thirty 30) days following the regular annual meeting of Members and thereafter as determined by the Board, in its sole discretion. Special meetings of the Board shal] be held upon a call by the President or bya majority of the Board on not less than seventy-two (72) hours’ notice in writing to each Director, delivered personally or by mail or telegram. Any Director may waive notice of a meeting, o consent to the holding of a meeting without notice, or consent to any action proposed to be taken by the Board without a meeting. A Director’s attendance at a meeting shall constitute his or her of notice of said meeting. If required by law, Board meetings shail be open to the Mem notice shall be given to all Members as required.
removed from office fe for cause by a majority vote of Members entitled to voje a special meeting of the Association, duly called, if allowed by law. é shall be elected as Director at such annual or special meeting by to vote, alter nominations from the floor.
Section 7. Compensation, Directors shall reecive no ‘ Directors, unless expressly provided for in resalutionaduly adopted by at Section 8, Board of Directors’ Quorum. At™ giings of the Board, a majority of the Directors shall constitute a quorum for the transaction b j until a quorum is obtained or until acond business which might have been trgnse e of a majority of those Directors present af a meeting pnecessary to transact business.
Section 9. Yor at which a quoi
until a quorum is obtained or until acond business which might have been trgnse e of a majority of those Directors present af a meeting pnecessary to transact business.
Section 9. Yor at which a quoi d) — toadopt rules and regulations, with written notice thereof to all Members, governing administration, management, operation and use of the Common Properties, and to amend such fies and regulations from time to time; (c} to provide for the maintenance, repair and replacement of the Common Properties and 4 Page 10 of 15 D221198689 payments therefor, and to approve payment vouchers or delegate such approval to the officers or a managing agent, (f) to provide for the designation, hiring and removal of employees and other personnel, including accountants and attorneys, and to engage or contract for the services of others, and to make purchases for the maintenance, repair, replacement, administration, management and operation of the Common Properties and to delegate any such powers to a managing agent (and any such employ€ or other personne] who may be the employees of a managing agent); (g) to appoint committees of the Board and to delegate to such committee authority to carry out certain duties of the Board; (h) to determine the fiscal year of the Association and tg time to time as the Board deems advisable; covenants and perefrom for the ormation of the Association.
@) to establish bank accounts which are j ing or non-interest bearing, and to otherwise invest the funds of the Association, ag De dvisable by the Board; (k) to borrow money, int to fund and operate the Association, exa any and all other documentation necessa jf general, to carry on the administration of the Association and to do all of those
he Board; (k) to borrow money, int to fund and operate the Association, exa any and all other documentation necessa jf general, to carry on the administration of the Association and to do all of those ESsary and/or desirable in order to carry out the governing and operating of the yon: and (p) _ to exercise all powers and duties of the Association under the Declaration which are Gt otherwise specifically reserved to the Members.
Page 11 of 15 D221198689 Section 11. Non-Delevation. Nothing in this Article or elsewhere in these By-Laws shall be considered to grant to the Board, the Association or to the officers of the Association any powers or duties which, by law, have been delegated to the Members.
Section 12. Electronic/Telephone Attendance. At any meeting of the Board, a Director may attend by telephone, radio, television or other similar means of communication, provided the mean$ permit the Director personally to participate in the meeting such that all Directors can hear g heard by every other Director attending the meeting. A Director so attending shall be deemg present at the meeting for all purposes, including a determination as to whether a quorum Except for any portion of the meeting conducted in executive session, all Members ing the meeting may hear all Board members, Members are allowed to listen using A telephone communication method used or expected to be used by a Board membg the notice of the meeting shall include instructions for Members method being use.
ARTICLE IV Officers Section 1. Designation. At each regular ang at said meeting shall elect the following officers of wecting of th vthe Directors present gciation by a majority vote: le for financial records and books of account and the % kept and reported;
r ang at said meeting shall elect the following officers of wecting of th vthe Directors present gciation by a majority vote: le for financial records and books of account and the % kept and reported; 93.) Term of Office, Each officer shall hold office for the term of one year and until cessorshdll have been appointed or elected and qualified.
tion 4. Vacancies. Vacancies in any office shall be filled by the Board by a majority vote of the Board at a special meeting of said Board. Any officer so elected to fill a vacancy shall hold jce for a term equal to the unexpired term of the officer he succeeds, Any officer may be yefnoved for cause at any time by vote of a majority of the total membership of the Board at a special mecting thereof.
Page 12 of 15 D221198689 Section 5. Compensation. The officers shall receive no compensation for their services as officers, unless expressly provided for in a resolution duly adopted by a majority of the Members.
ARTICLE V Amendments The By-Laws may be altered, amended, or repealed and new By-Laws may be adopted vote of a majority of all of the members of the Board of Directors; and the provisions of yh Laws which are covered by the Certificate of Formation of the Association may not b&g except as provided in the Certificate of Formation or applicable law.
ARTICLE VI Fiscal Year The fiscal year of the Association shall be the calendar Board from time-to-time.
(a) The Association shall pademni agent of the Association who was, i f yenYincludes one who is or was serving at the yriner, venturer, proprietor, trustee, partnership, joint venture, sole prop sh . € benefit plan, or other enterprise. However, the J tp ’ person may be unlawful. ¥ found liablé
or was serving at the yriner, venturer, proprietor, trustee, partnership, joint venture, sole prop sh . € benefit plan, or other enterprise. However, the J tp ’ person may be unlawful. ¥ found liablé bindemnify a person who is found liable to the Association or is is of improperly receiving a personal benefit. A person is (c) The Association shall pay or reimburse expenses incurred by a Director, officer, bmber, committee member, employee, or agent of the Association in connection with the person’s Whpearance as a Witness or other participation in a proceeding involving or affecting the Association when the person is not a named defendant or respondent in the proceeding.
Page 13 of 15 D221198689 (d) In addition to the situations otherwise described in this paragraph, the Association may indemnify a Director, officer, Member, committee member, cmployee, or agent of the Association to the extent permitted by law. However, the Association shall not indemnify any person in any situation in which indemnification is prohibited by the terms of Section 1(a) above.
(e} Before the final disposition of a proceeding, the Association may pay indemnificatio expenses permitted by the By-Laws and authorized by the Association. However, the Assoph piftion shall not pay indemnification expenses to a person before the final disposition of'a proceedipe sf the person is a named defendant or respondent in a proceeding brought by the Associatiof or fe cr) more Members, or the person is alleged to have improperly reccived.a personal benefjiur committed However, if the proceeding was brought by or on behalf of the Asapciati he ihdemnification is limited to reasonable expenses actually incurred by the person f conpecti the proceeding.
efjiur committed However, if the proceeding was brought by or on behalf of the Asapciati he ihdemnification is limited to reasonable expenses actually incurred by the person f conpecti the proceeding.
(a) —_ Before the Association may pay an indehyniffsgtion expenses (including attomey’s fees), the Association shall specifically dete ind cation is permissible, authorize indemnification, and determine that expenses fo Fe rg ew reasonable, except as provided in Section 2(c) below. The Aseociatio ph ees the following procedures: itfee cannot be established, by a majority vote of all Directors.
Majority vote of Members, excluding Directors who are named defendants or éspondents in the proceeding.
) The Association shall authorize indemnification and determine that expenses to be bursed are reasonable in the same manner that it determines whether indemnification is rmissible, if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination of reasonableness of expenses shall be made in the manner specified by Section 2(a){ili) above, governing the selection of special legal 8 Page 14 of 15 D221198689 counsel, A provision contained in the articles of incorporation, the By-Laws, or a resolution of Members or the Board of Directors that requires the indemnification permitted by Section 1, above, constitutes sufficient authorization of indemnification even though the provision may not have been adopted or authorized in the samc manner as the determination that indemnification is permissible, (c) The Association shall pay indemnification expenses before final dispositiog’6f a proceeding only after the Association determines that the facts then known would not pfectfd
cation is permissible, (c) The Association shall pay indemnification expenses before final dispositiog’6f a proceeding only after the Association determines that the facts then known would not pfectfd indemnification and the Association receives a written affirmation and undertaking from¢he to be indemnified. The determination that the facts then known to those making the deterthinaiton would not preclude indemnification and authorization of payment shall be made ithe sam@andaper as a determination that indemnification is permissible under Section 2(a} ab; written affirmation shall state that he or she has met the standarden met the requirements for indemnification, The undertaking sha of the person, but it need not be secured and it may be accepted to make repayment.
In case of any conflict between th Certificate of Formation shall con conflict with the provisions of Organizations Code or any other Texé Yorperations, of the Texas Business Jaw shall control.
ASSOCIATION: ENCHANTED BAY HOMEOWNERS ASSOCIATION, a Texas non-profit corporation : oy Mindy Nae Lyndsey Marie, Secretary Effective Date: June 3° , 2021 Page 15 of 15