OffTce of the Secretary of State CERTIFTCATE OF FILING OF High Grove at West Kessler Heights Residential Association, Inc.
File Number: 802108760 The undersigned. as Secretary of State of Texas, hereby certif,res that a Certificate of Formatiorr for the above named Domestic Nonprofit Corporation has been received in this office and has been found to conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the secretary by law, hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this cerlificate does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Narne Act, or the common law.
Dated: 1112612014 Effective: 1112612014Colpolations Section P.O.Box 13697 Austin, Texas 7871 1-3697 Phone: (512) 463-5555 Prepared by: Jean MalchioneCome visil us on lhe inlernet at htt¡t;//u,ww.sos.slate,lx.us/ Fax: (5 12) 463-5709 TID: 10306Nandita Berry Secretary of State Diall 7-l-l for Relay Selvices Nandita Berry Secretary of State CERTIFICATE OF FORMATION OF HIGH GROVE AT WBST KBSSLER HBIGHTS RtrSIDENTIAL ASSOCIATION, INC.
(Nonprofit Corporation)#orp:oræ fdmr;s $sef i*o, I, the undersigned, anatural person of the age of eighteen (18) years or more, acting as the organizer of a corporation under the Texas Business Organization Code, do hereby adopt the following Cerlificate of Formation for such corporation.
1. Name. The filing entity being formed is a nonprofit corporation, The name of the corporation is High Grove at West Kessler Heights Residential Association, Inc. (the "Corporation").
ch corporation.
1. Name. The filing entity being formed is a nonprofit corporation, The name of the corporation is High Grove at West Kessler Heights Residential Association, Inc. (the "Corporation").
2, Non-Profit Corporation. The Corporation is a non-profit corporation.
3. I)uration. The period of the Corporation's duration is perpetual.
4, Purpose. T'he Corporation is formed fur any lawful purpose or purposes not expressly prohibited under Chapters 2 and22 of the Texas Business Organizations Code, including anypurpose described in Section 2.002 ofthe'fexas Business Organizafions Code and the following purposes: (a) to provide for the maintenance, management, preservation, care, and architectural control of the Properties and the Common Properties; (b) to promote the health, safety, and welfare of the residents within the Properties and the Common Properties.
(c) to exercise all of the powers and privileges and to perform all of the duties and obligations of the Corporation as set forth in the Declaration; (d) to fix, levy, collect, and enforce payment of all charges and assessments as set forth in the Declaration; and to pay all expenses in connection therewith and all expenses incident to the conduct of the business of the Corporation, including all licenses, taxes, and governmental charges levied or imposed against the Corporation or the property of the Corporation; (e) to acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal properly in connection with the affairs of the o rutrF f ü Wfft WPC-12708 Cert of Form HOA #5840979
e or otherwise dispose of real or personal properly in connection with the affairs of the o rutrF f ü Wfft WPC-12708 Cert of Form HOA #5840979 (Ð to borrow money, and mortgage, pledge, or hypothecate any or all of the real or personal property of the Corporation as security for money borrowed or debts incurred; (g) to dedicate, sell, or transfer all or any part of the Common Properties to any public agency, authority, ol utility in accordance with the Declaration; and (h) to have and to exercise any and all powers, rights, and privileges which a nonprofit corporation organized under the Texas Business Organizations Code may now or hereafter have or exercise.
The aforesaid statement of purposes shall be construed as a statement of both purposes and of powers and shall be broadly construed to effectuate its intent.
5. Restrictions and Requirements. The Corporation is a nonprof,rt corporation which has been organized and shall be operated solely and exclusively for the purposes that are specified in Section 4. No Member, director, officer, or employee of the Corporation shall ever receive or be lawfully entitled to receive any profît from the operations of the Corporation.
The Corporation shall not pay or distribute any dividends or other income to its Members, directors, or off,rcers or otherwise accrue distributable profits or permit therealization ofprivate gain.
The Corporation shall have no power to take any action that is prohibited by the Texas Business Organizations Code. The Corporation shall not have the power to engage in any activities that are not in fuftherance of the purposes that are specified in Section 4. Nothing herein shall prevent the
s Organizations Code. The Corporation shall not have the power to engage in any activities that are not in fuftherance of the purposes that are specified in Section 4. Nothing herein shall prevent the payment to the directors andlor officers of the Corporation of reasonable compensation for services rendered and the reimbursement to the directors and/or officers of the Corporation of reasonable expenses that are incurred in connection with the Corporation's affairs' The Corporation shall have no power to take any action that would violate the requirements for a tax exemption under Internal Revenue Code Section 528 and the related regulations, rulings, and procedures.
6. Registered Agent and Offïce. The initial registered agent of the Corporation is an individual of the State of Texas whose name is Chas Fitzgerald. The business address of the initial registered agent of the Corporation and the registered office address of the Corporation is 4131N. Central Expressway, Suite 990 - LB 13, Dallas, Texas 75204.
7. Management and Directors. The management of the affairs of the Corporation is vested in the board of directors of the Corporation. The number of directors constituting the initial board of directors is three (3). The number of directors may be changed by amendment of the Bylaws of the Corporation, but in no event shall the number of directors be less than the minimum number required by the Texas Business Organizations Code. The names and addresses of the persons who are to serve as the initial directors until the first annual meeting ofthe tnembers or until their successors are elected and qualified are: WPC-12708 Cert of Form HOA #5840979 Chas Fitzgerald Fred DurkoNAME OF DIRECTOR ADDRESS OF DIRECTOR 4131 N. Central Expressway Suite 990 - LB 13 Dallas, Texas 75204
ssors are elected and qualified are: WPC-12708 Cert of Form HOA #5840979 Chas Fitzgerald Fred DurkoNAME OF DIRECTOR ADDRESS OF DIRECTOR 4131 N. Central Expressway Suite 990 - LB 13 Dallas, Texas 75204 4131 N. Central Expressway Suite 990 - LB 13 Dallas, Texas 75204 4131 N. Central Expressway Suite 990 - LB 13 Dallas, Texas 75204Emma Thompson 8. Members. The Corporation shall have members. Every Owner of a Lot shall automatically be a Member of the Corporation. Memberships shall be appurtenant to and may not be separated fi'om ownership of any Lot which is subject to the Declaration. Ownership of a Lot shall be the sole qualification for membership in the Corporation. The Corporation may (but shall not be required to) issue certifîcates evidencing membership in the Corporation. The voting rights of the Members are set forth in the Declaration.
9. Voting llights. The Corporation shall have two (2) classes of voting membership: Class A. Class A Members shall be all Members with the exception of the Class B Members. Class A Members shall be entitled to one (1) vote for each Lot in which they hold the interest required for membership. When more than one person holds such interest or interests in any Lot, all such persons shall be Members, and the vote f-or such l-ot shall be exercised as they, among themselves, determine, but in no event shall more than one (1) vote be cast with respect to any such Lot.
Class B. Class B Members shall be Declarant and any bona fìde Owner who is engaged in the process of constructing a residential dwelling on any Lot for sale to consumers. Declarant shall be entitled to six (6) votes for each Lot owned by all Class B Members. Class B Members other than Declarant shall be non-voting
residential dwelling on any Lot for sale to consumers. Declarant shall be entitled to six (6) votes for each Lot owned by all Class B Members. Class B Members other than Declarant shall be non-voting Members of the Corporation. The Class B membership shall cease, and the Class B Member shall become a Class A Member, upon the earlier to occur of the following: (a) when the total number of votes outstanding in the Class A membership is eight (8) times greater than the total number of votes outstanding in the Class B membership; or (b) when Declarant no longer owns record title to any of the l-ots; or WPC-12708 Cert of Form HOA #5840979 (c) on the f,rfteenth (15th) anniversary date of the date the Declaration was recorded in the Official Records of Dallas County, Texas.
10. Amendments. Amendments to this Certificate of Formation shall be in accordance with the Bylaws of the Corporation.
11. Organizer. The name 14801 Quorum Drive, Suite 500, Dallas, 12. No Cumulative Voting.
election of Directors.and street address of the organizer is Tim Hagen, Texas 75254.
Members shall not be able to cumulate their votes in 13. Limitation on Liability of Directors. No Director shall be liable to the Corporation or its Members for monetary damages for an act or omission in the Director's capacity as a Director except to the extent otherwise provided by a statutes of the State of Texas.
14. Indemnification. The Corporation shall indemnifu a person who was, is, or is threatened to be made or named defendant or respondent in litigation or other proceedings because the person is or was a director, officer, employee, or agent of the Corporation as provided in the Bylaws of the Corporation.
15. Manner of Distribution. The Corporation is authorized on its winding up to
person is or was a director, officer, employee, or agent of the Corporation as provided in the Bylaws of the Corporation.
15. Manner of Distribution. The Corporation is authorized on its winding up to distribute the Corporation's assets in a manner other than as provided by Section 22.304 of the Texas Business Or ganizations Code.
16, Capitalized Terms. The capitalized terms used herein shall have the same meaning as set forth in the Declaration of Covenants, Conditions and Restrictions for The Villas at I-ake Highlands, recorded or to be recorded in the Official Records of Dallas County, Texas.
17, Effectiveness of Filing. This Certiflrcate of Formation shall become effective when the Cerlificate of Formation is filed by the Texas Secretary of State.
EXECUTBD this the 25th day of November, 2014.
Hagen, Ontzer WPC-12708 Cert of Form HOA #5840979