NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR NORTH PRESTON LAKES ESTATES STATE OF TEXAS COUNTY OF COLLIN cos esseos § KNOW ALL MEN BY THESE PRESENTS: Inofficial THIS NOTICE OF FILING OF DEDICATORY INSTRUMENTS FOR NORTH PRESTON LAKES ESTATES (this "Notice") s made this 20th day of October, 2004, by the North Preston Lakes Estates Homeowners Association, Inc.
(the "Association").
WITNESSETH: WHEREAS, Fini Enterprises, Inc., as Declarant, prepared and recorded an instrument entitled "Declaration of Covenants, Conditions and Restrictions for North Preston Lakes Estates [of] Celina, Texas", filed of record on January 16, 1997, under Instrument No. 97-0003858, of the Deed Records of Coffin County, Texas (the Declaration "); and WHEREAS, the Association is the property owners' association created by the Declarant to manage or regulate the planned development subject to the Declaration, which development is more particularly described in the Declaration; and WHEREAS Section 202.006 of the Texas Property Code provides that a property owners association must file each dedicatory instrument governing the association that has not been previously recorded in the real property records of the county in which the planned development is located; and WHEREAS, the Association desires to record the attached dedicatory instruments in the real property records of Collin County, Texas, pursuant to and in accordance with Section 202.006 of the Texas Property Code.
NOW, THEREFORE, the dedicatory instruments attached hereto as Exhibit "A" are true and correct copies of the originals and are hereby filed of record in the real property records of Collin County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.
correct copies of the originals and are hereby filed of record in the real property records of Collin County, Texas, in accordance with the requirements of Section 202.006 of the Texas Property Code.
NOTICE OF FILING OF DEDICATORY INSTRUMENTS - Page 1 5789 IN WITNESS WHEREOF, the Association has caused this Notice to be excouted by its duly authorized agent as of the date first above written.
NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC., A Texas non-profit corporation By: Its: ACKNOWLEDGMENT Unofficial THE STATE OF TEXAS COUNTY OF COLLIN Joe Kimberlee Y Lebos My Commission Expires August 27, 2005 BEFORE ME, The undersigned authority, on this day personally appeared reasurer of North Preston Lakes Estates Homeowners Association, Inc, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that (s) he executed the same for the purposes and consideration therin expressed on behalf of said corporation.
SUBSCRIBED AND SWORN TO BEFORE ME on this 24 way of October, 2004.
Кутии feto Notary Public, State of Texas AFTER RECORDING RETURN TO: LANCE E. WILLIAMS, ESQ.
RIDDLE & WILLIAMS, P.C.
3811 TURTLE CREEKBLVD., SUITE 1050 DALLAS, TX 75219 G/Notice.ded\North Preston Lakes Est. notice NOTICE OF FILING DEDICATORY INSTRUMENTS-Page 2 3.
EXHIBIT "A" DEDICATORY INSTRUMENT 1.
Bylaws of North Preston Lakes Estates Homeowners Association, Inc. (adopted 8-04) 2.
Certificate of Incorporation and Articles of Incorporation of North Preston Lakes Estates Homeowners Association, Inc. (filed with Texas Secretary of State on 5-22-03) Fining Policy (adopted 9-2-04) Unofficial EXHIBIT "A - 1” Unofficial EXHIBIT "A - 1" Unofficial NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC.
2 Composition and Selection
f State on 5-22-03) Fining Policy (adopted 9-2-04) Unofficial EXHIBIT "A - 1” Unofficial EXHIBIT "A - 1" Unofficial NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC.
2 Composition and Selection Section 3.1. Governing Body; Composition..
Directors Until Class "B" Membership Termination Date Right to Disapprove Actions......
Number of Directors Section 3.2.
Section 3.3.
Section 3.4.
Section 3.5.
Section 3.6.
Section 3.7.
Removal of Directors; Vacancies.
Nomination of Directors Election and Term of Office.
Board of Directors; Number, Powers, Meetings...
Section 2.0. Majority.....
Section 2.11 Section 2.12. Conduct of Meetings..
Section 2.13. Action Without a Meeting Section 2.7 Section 2.8.
Article I Name, Principal Office and Definitions..
Section 1.1. Name.
Section 1.2.
Section 1.3.
Article II Principal Office.
Definitions....
Association: Membership, Meetings, Quorum, Voting Proxies Section 2.1.
Membership Section 2.2. Place of Meetings..
Section 2.3.
Annual Meetings.
Section 2.4. Special Meetings..
Section 2.5. Notice of Meetings.
Section 2.6. Waiver of Notice...
Adjournment of Meetings.
Table of Contents Unofficial .2 .2 .2 .2 .2 .3 .3 .3 .1 .1 Section 4.1 Officers..
Section 4.2. Election and Term of Office Removal and Vacancies.
Section 4.4. Powers and Duties....
Officers..
B.
Meetings.
Section 3.8.
Organizational Meetings.
Section 3.9. Regular Meetings...
Section 3.10. Special Meetings.
Section 3.11. Waiver of Notice..
Section 3.12. Quorum of Board of Directors.
Section 3.13. Compensation Section 3.14. Conduct of Meetings...
Section 3.15. Open Meetings..
Section 3.16. Action Without a formal Meeting.
C. Powers and Duties...
Section 3.17. Powers...
Section 3.18. Management..
Section 3.19. Accounts and Reports.
Section 3.20. Borrowing
5. Open Meetings..
Section 3.16. Action Without a formal Meeting.
C. Powers and Duties...
Section 3.17. Powers...
Section 3.18. Management..
Section 3.19. Accounts and Reports.
Section 3.20. Borrowing Section 3.21. Rights of the Association.
Section 3.22. Enforcement.
Article IV .12 .12 12 12 .13.
Section 45. Resignation.
.13.
Section 46. Agreements, Contracts, Deeds, Leases, Checks, etc..
Section 4.7. Compensation.
..13 .13 Article V Committees.
.13 .13 .13 Unofficial 11 11 11 10 .7 .7 .7 .7 .7 Section 5.1. General.
Section 5.2.
Article VI Covenants Committee......
Miscellaneous .13.
3 Section 6.1. Fiscal Year Section 6.2. Parliamentary Rules.
Section 6.3.
Conflicts..
5789 Section 6.4.
Books and Records (a) Inspection by Members and Mortgagees...
(b) Rules for Inspection (c) Inspection by Directors.....
Section 6.5. Notices Section 6.6.
Amendment..
(a) By Class "B" Member (b) By Owners...
.14 .14 14 .15 15 .15 Unofficial Article BYLAWS OF NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC.
official 5789 00192 Section 1.1.
Name, Principal Office and Definitions Name. The name of the Association shall be North Preston Lakes Estates Homeowners Association, Inc. (hereinafter sometimes referred to as the "Association").
Section 1.2. Principal Office. The principal office of the Association in the State of Texas shall be located in Dallas County or Colin County. The Association may have such other offices, either within or outside the State of Texas as the Board of Directors may determine or as the affairs of the Association may require.
Section 1.3. Definitions The words used in these Bylaws shall be given their normal commonly understood definitions. Capitalized terms shall have the same meaning as set forth in
ociation may require.
Section 1.3. Definitions The words used in these Bylaws shall be given their normal commonly understood definitions. Capitalized terms shall have the same meaning as set forth in that Declaration of Covenants, Conditions and Restrictions for North Preston Lakes Estates (said Declaration, as amended, renewed or extended from time to time, is hereinafter sometimes referred to as the "Declaration"), unless the context shall otherwise require.
Article II Association: Membership, Meetings, Quorum, Voting, Proxies Section 2. Membership. The Association shall have two classes of membership, Class "A" and Class "B", as more fully set forth in the Declaration, the terms of which pertaining to membership are specifically incorporated herein by reference.
Section 2.2.
Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either within the Properties or as convenient thereto as possible and practical.
Section 2.3. Annual Meetings. The first meeting of the Association, whether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. Annual meetings of the membership shall be set by the Board so as to occur during the second quarter of the Association's fiscal year on a date and at a time set by the Board of Directors.
Section 2.4.
Special Meetings. The President may call special meetings. In addition, it shall be the duty of the President to call a special meeting of the Association if so directed by BYLAWS-PAGE 1 5789 resolution of a majority of a quorum of the Board of Directors or upon a petition signed by
the duty of the President to call a special meeting of the Association if so directed by BYLAWS-PAGE 1 5789 resolution of a majority of a quorum of the Board of Directors or upon a petition signed by Members representing at least thirty percent (30%) of the total Class "A" votes of the Association.
Section 2.5.
Notice of Meetings. Written or printed notice stating the place day and hour of any meeting of the Members shall be delivered, either personally, by mail, by facsimile transmission or by electronic mail (if and to the extent allowed by law) to each Member entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of such meeting, by or at the direction of the President or the Secretary or the officers of persons calling the meeting.
In the case of a special meeting or when required by statute or these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail addressed to the Member his address as it appears on the records of the Unofficial Association, with postage thereon prepaid.
Section 2.6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member shall be deemed waiver by such Member of notice of the time, date and place thereof, and any business transacted thereat, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order.
Section 2.7. Adjournment of Meetings. If any meeting of the Association cannot be
thereat, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order.
Section 2.7. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting and immediately reconvene the meeting without further notice other than announcement at the meeting. At the reconvened meeting, the quorum requirements for such reconvened meeting shall be equal to one-half of the quorum requirement for the adjourned meeting (but never less than that permitted by law). If a quorum is present any business which might have been transacted at the meeting originally called may be transacted The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that Members representing at least ten percent (10%) of the total votes of the Association remain in attendance and provided further that any action taken is approved by at least a majority of the votes required to constitute a quorum.
Section 2.8. Voting. The voting rights of the Members shall be as set forth in the Declaration and these Bylaws, and the Declaration's voting rights provisions are specifically incorporated herein.
Section 2.9. Proxies. Members may vote in person or by proxy, except as specifically provided otherwise in the Governing Documents. All proxies shall be in writing, dated and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of such Member's Lot, or upon receipt
and filed with the Secretary before the appointed time of each meeting. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of such Member's Lot, or upon receipt BYLAWS-PAGE 2 5789 00194 of notice by the Secretary of the death or judicially declared incompetence of a Member, or of written revocation, or upon the expiration of eleven (11) months from the date of the proxy.
Section 2.10. Majority. As used in these Bylaws, the term "majority" shall mean those votes, owners or other group, as the context may indicate, totaling more than fifty percent (50%) of the total number.
Section 2.11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of either Members representing twenty percent (20%) of the total Class "A" Members who are full-time residents in the Properties at the time of the delivery of notice of such meeting or Members representing at least twenty percent (20%) of the total Class "A" votes in the Association, and, so long as the Class "B" membership exists, the presence of a duly appointed representative of the Class "B" Member, shall constitute a quorum at all meetings of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Unofficia Section 2.12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring at the meeting.
Section 2.13. Action Without a Meeting. Any action required by law to be taken at a meeting of the Members, on any action which may be taken at a meeting of the Members, may be
curring at the meeting.
Section 2.13. Action Without a Meeting. Any action required by law to be taken at a meeting of the Members, on any action which may be taken at a meeting of the Members, may be taken without a meeting if written consent setting forth the action so taken is signed by a sufficient number of Members as would be necessary to take that action at a meeting at which all of the Members were present and voted, and any such consent shall have the same force and unanimous vote of the Members. Each written consent shall bear the date of the signature of each Member who signs the consent. Within ten (10) days following authorization of any action by written consent, the Association shall give notice to all Members of the material features of the authorized action.
Article III Board of Directors; Number, Powers, Meetings Composition and Selection.
Section 3.1. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors, cach of whom shall have one vote. Except with respect to directors appointed by the Class "B" Member, the directors shall be Members or spouses of such Members; provided, however, no person and his or her spouse may serve on the Board at the same time. In the case of a Member which is not a natural person, the person designated in writing to the Secretary of the Association as the representative of such Member shall be eligible to serve as a director; provided, no Member may have more than one representative on the Board at a time, except in the case of directors appointed by the Class "B" Member.
BYLAWS PAGE 3 Section 3.2. Directors Until Class "B" Membership Termination Date. Subject to the provisions of Section 3.6 below, the directors shall be selected by the Class B" Member acting in
mber.
BYLAWS PAGE 3 Section 3.2. Directors Until Class "B" Membership Termination Date. Subject to the provisions of Section 3.6 below, the directors shall be selected by the Class B" Member acting in its sole discretion and shall serve at the pleasure of the Class "B" Member until the Class "B" Membership Termination Date.
Section 3.3.
Right to Disapprove Actions. So long as the Class "B" Member owns property for development and/or sale in the Properties, the Class "B" Member shall have a right to disapprove any action, policy or program of the Association, the Board and any committee which, in the judgment of the Class "B" Member, would tend to impair rights of the Class "B" Member or Builders under the Declaration or these Bylaws, or interfere with development construction of any portion of the Properties, or diminish the level of services being provided by the Association.
5789 00195 officia No such action, policy of program described above shall become effective or be implemented until and unless: (a) Declarant shall have been given written notice of all meetings and proposed actions approved at meetings of the Association the Board or any committee thereof by certified mail, return receipt requested, or by personal delivery at the address it has registered with the Secretary of the Association, as it may change from time to time, which notice complies as to the Board of Directors meetings with Sections 3.8, 3.9 and 3.10 of these Bylaws and which notice shall, except in the case of the regular meetings held pursuant to the Bylaws, set forth in reasonable particularity the agenda to be followed at said meeting; and (b) Declarant shall be given the opportunity at any such meeting to join in or to
ings held pursuant to the Bylaws, set forth in reasonable particularity the agenda to be followed at said meeting; and (b) Declarant shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy or program which would be subject to the right of disapproval set forth herein. Declarant, its representatives or agents, shall make its concerns, thoughts and suggestions known to the Board and/or the members of the subject committee; and (c)Declarant does not disapprove of any such action, policy or program authorized by the Association, the Board of Directors or any committee thereof within the time period described below. This right to disapprove may be excrcised by Declarant, its successors, assigns, representatives or agents at any time within ten (10) days following the meeting held pursuant to the terms and provisions hereof. This right to disapprove may be used to block proposed actions but shall not extend to the requiring of any action or counteraction on behalf of any committee, or the Board of the Association. Declarant shall not use its right to disapprove to reduce the level of services which the Association is obligated to provide or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations.
Section 3.4. Number of Directors. The number of directors in the Association shall not be less than three (3) nor more than five (5), as provided in Section 3.6 below. The initial Board shall consist of the five (5) members listed in the Articles of Incorporation.
Section 3.5. Nomination of Directors. Except with respect to directors selected by the
ction 3.6 below. The initial Board shall consist of the five (5) members listed in the Articles of Incorporation.
Section 3.5. Nomination of Directors. Except with respect to directors selected by the Class "B" Member, nominations for election to the Board of Directors may be made by a Nominating Committee or from the floor at the annual meeting. The Nominating Committee, if established, shall consist of a chairman, who shall be a member of the Board of Directors, and BYLAWS-PAGE 4 5789 00198 three (3) or more Members of the Association. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but in no event less than the number of positions to be filled. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes Section 3.6. Election and Term of Office.
contained herein: Notwithstanding any other provision (a) Within thirty (30) days after the time that Class "A" Members other than Builders own at least fifty percent (50%) of the total number of Lots for the Properties, or whenever the Class "B" Member carlier determines, the President shall call a special meeting at which Class "A" Members shall be entitled to elect two (2) of the five (5) directors. The remaining three (3) directors shall be appointees of the class "BMember. The directors elected by the Class "A" Members shall not be subject to removal by the Class "B" Member and shall be elected for a term of two (2) years or until the happening of the event described in Subsection (b) below, whichever is shorter. If such director's term expires prior to the happening of the event described in Subsection (b) below, a successo shall be elected for a like term.
Unofficia
ubsection (b) below, whichever is shorter. If such director's term expires prior to the happening of the event described in Subsection (b) below, a successo shall be elected for a like term.
Unofficia (b) Within thirty (30) days after the time that Class "A" Members other than Builders own at least seventy-five percent (75%) of the total number of Lots for the Properties, or whenever the Class "B" Member earlier determines, the President shall call a special mecting at which Class "A" Members shall be entitled to clec three (3) of the five (5) directors. The remaining two (2) directors shall be appointees of the Class "B" Member. The directors elected by the Class "A" Members shall not be subject to removal by the Class "B" Member and shall be elected for a term of two (2) years or until the happening of the event described in Subsection (c) below, whichever is shorter If such director's term expires prior to the happening of the event described in Subsection (c) below, a successor shall be elected for a like term.
(At the next annual meeting following the Class "B" Membership Termination Date, directors shall be elected by the Members. If the Board consists of three (3) members, two (2) directors shall be elected for a term of two (2) years and one (1) director shall be elected for a term of one (1) year. If the Board consists of five (5) directors, three (3) directors shall be elected for a term of two (2) years and two (2) directors shall be elected for a term of one (1) year. At the expiration of the initial term of office of cach member of the Board of Directors and at cach annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years.
Each Member shall be entitled to cast the total number of votes attributed to the
of Directors and at cach annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years.
Each Member shall be entitled to cast the total number of votes attributed to the Lots which it represents with respect to each vacancy to be filled. There shall be no cumulative Voting The candidate(s) receiving the most votes shall be elected. The directors elected by the Class "A" Members shall hold office until their respective successors have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Section 3.7.
Removal of Directors; Vacancies. Any director elected by the Class "A" Members may be removed, with or without cause, by the vote of the Members holding a majority of the Class "A" votes entitled to be cast for the election of such director. Directors appointed by the Class "B" Member shall not be subject to removal by the Class "A" Members. Any director elected by the Class "A" Members whose removal is sought shall be given notice prior to any BYLAWS-PAGES meeting called for that purpose. Upon removal of a director elected by the Class "A" Members a successor shall then and there be elected by the Class "A" Members entitled to elect the directon so removed to fill the vacancy for the remainder of the term of such director.
Any director elected by the Class "A" Members who has three (3) consecutive unexcused absences from Board meetings or who is delinquent in the payment of any assessment or other charge due the Association for more than thirty (30) days, may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term.
Unofficial
ority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term.
Unofficial In the event of the death, disability or resignation of a director prior to the first meeting of the Members pursuant to Section 3.6(b) above, a vacancy may be declared by the Board, and it may appoint a successor; provided, however upon written petition of the Class "A" Members entitled to cast at least ten percent (10%) of the total Class "A" votes in the Association, the Board shall call a special meeting for the purpose electing a successor to fill the vacancy on the Board. In such case, only the Members entitled to elect or appoint the director who vacated the position shall be entitled to vote for or appoint a successor. Vacancies occurring on the Board after the first meeting of the Members pursuant to Section 3.6(b) above caused by any reason, excluding the removal of a director by the vote of the Members, shall be filled by a vote of the majority of the remaining directors, even though less than a quorum, at any meeting of the Board.
Each person so elected shall serve the unexpired portion of the term.
B. Meetings.
Section 3.8. Organizational Meetings. The first meeting of the Board of Directors following cae annual meeting of the Membership shall be held within ten (10) days thereafter at such time and place as shall be fixed by the Board.
Section 3.9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such meetings shall be held during cach fiscal year with at least one (1) per
held at such time and place as shall be determined from time to time by a majority of the directors, but at least four (4) such meetings shall be held during cach fiscal year with at least one (1) per quarter. Notice of the time and place of the meeting shall be communicated to directors no less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Scotton 3.10. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any two (2) directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods: (i) by personal delivery; (ii) written notice by first-class mail, postage prepaid; (iii) by telephone communication, cither directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or (iv) by electronic mail, facsimile, computer, fiberoptics or other communication device. All such notices shall be given at the director's telephone number, fax number, electronic mail address, or sent to the director's address as shown on the records of the Association. Notices sent by firstclass mail shall be deposited into a United States mailbox at least four (4) days before the time set for the meeting. Notices given by personal delivery, telephone or other device shall be delivered BYLAWS-PAGE 6 5789 or transmitted at least seventy-two (72) hours before the time set for the meeting.
for the meeting. Notices given by personal delivery, telephone or other device shall be delivered BYLAWS-PAGE 6 5789 or transmitted at least seventy-two (72) hours before the time set for the meeting.
Section 3.11. Waiver of Notice. The transactions of any meeting of the Board of Directors , however called and noticed or wherever held, shall be as valid as though laken at a meeting duly held after regular call and notice if (i) a quorum is present, and (ii) either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting also shall be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
nofficial Section 3.12. Quorum of Board of Directors: At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors.
A meeting at which a oram is mitially present may continue to transact business, notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) or more than thirty (30) days from the date the original meeting was called.
At the reconvened meeting, if a quorum is present, any business which might have
e meeting to a time not less than five (5) or more than thirty (30) days from the date the original meeting was called.
At the reconvened meeting, if a quorum is present, any business which might have transacted at the meeting originally called may be transacted without further notice.
Section 3.13 Compensation No director shall receive any compensation from the Association for acting as such unless approved by the Class "B" Member or Members representing a majority of the total Class "A" votes of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on chalf of the Association upon approval of a majority of the other directors.
Section 3.14. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep a minute book of meetings of the Board of Directors recording therein all resolutions adopted by the Board of Directors and all transactions and proceedings occurring at such meetings.
Section 2.15. Open Meetings. Subject to the provisions of Section 3.16 of this Articlc, all meetings of the Board shall be open to all Members, but Members other than directors may not participate in any discussion or deliberation unless permission to speak is requested on his or her behalf by a director. In such case, the President may limit the time any Member may speak.
Notwithstanding the above, the President may adjourn any meeting of the Board of Directors and reconvene in executive session, excluding Members, to discuss matters of a sensitive nature, such as pending or threatened litigation, personnel matters, etc.
Section 3.16. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any
ters of a sensitive nature, such as pending or threatened litigation, personnel matters, etc.
Section 3.16. Action Without a Formal Meeting. Any action to be taken at a meeting of the directors or any action that may be taken at a meeting of the directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a sufficient number of directors as would be necessary to take that action at a meeting at which all of the directors were present and voted, and such consent shall have the same force and effect as a BYLAWS-PAGE 7 5789 unanimous vote.
C. Powers and Duties.
Section 3.17. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all of the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do or cause to be done all acts and things as are not by the Declaration, Articles or these Bylaws directed to be done and exercised exclusively by the Members or the membership generally.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to establish policies relating to, and shall be responsible for, performing or causing to be performed, the following, in way of explanation, but not limitation: (a) Preparation and adoption in accordance with Article V of the Declaration, of
ll be responsible for, performing or causing to be performed, the following, in way of explanation, but not limitation: (a) Preparation and adoption in accordance with Article V of the Declaration, of annual budgets in which there shall be established the contribution of each Owner to the common expenses; Unofficial (b) making assessments to defray the common expenses, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; provided, unless otherwise determined by the Board of Directors, the annual assessment for each Lot's proportionate share of the common expenses shall be payable in one annual installment, such installment to be due and payable January 1 of each year and late if not paid within 30 days of such date; (c) providing for the operation, care, upkeep and maintenance of all of the Common Properties; (d) designating, hiring and dismissing the personnel necessary for the operation of the Association and the maintenance, operation, repair and replacement of its property and the Common Properties and, where appropriate, providing for the compensation of such personnel and for the purchase of equipment, supplics and materials to be used by such personnel in the performance of their duties; (c) collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve and using the proceeds to operate the Association; provided, any reserve fund may be deposited in the directors' best business judgment, in depositories other than banks; (f) making and amending reasonable rules and regulations for the maintenance and protection of the Common Properties and for the use, occupancy, leasing or sale,
ent, in depositories other than banks; (f) making and amending reasonable rules and regulations for the maintenance and protection of the Common Properties and for the use, occupancy, leasing or sale, maintenance, repair, modification and appearance of Lots; BYLAWS-PAGE 8 5789 (g) opening of bank accounts on behalf of the Association and designating signatories required; (h) making or contracting for the making of repairs, additions and improvements to or alterations of the Common Properties in accordance with the other provisions of the Declaration and these Bylaws after damage or destruction by fire or other casualty; (i) enforcing by legal means the provisions of the Declaration, these Bylaws and the rules and regulations adopted by it and bringing any proceedings which may be instituted on behalf of or against the Owners concerning the Association; (j) obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premiunt cost thereof Unofficial (k) paying the cost of all services rendered to the Association or its Members and not chargeable directly to specific Owners: (1) keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred; (m) making available to any prospective purchaser of a Lot, any Owner of a Lot, any First Mortgagee, and the holders, insurers and guarantors of a First Mortgage on any Lot, current copies of the Declaration, the Articles of Incorporation, the Bylaws, rules governing the Lot and aller books, records and financial statements of the Association; (n) permitting utility suppliers to use portions of the Common Properties
es of Incorporation, the Bylaws, rules governing the Lot and aller books, records and financial statements of the Association; (n) permitting utility suppliers to use portions of the Common Properties reasonably necessary to the ongoing development or operation of the Properties; (0) Imposing sanctions for violations of this Declaration and any rules made thereunder, including, without limitation, imposing reasonable monetary fines, which shall constitute a lich upon the violator's Lot, suspending an Owner's right to vote and suspending an Owner's right to use any Common Properties; provided, however, nothing herein shall authorize the Board to limit ingress or egress to or from a Lot.
Section 3.18. Management. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board's supervision, all of the powers granted to the Board of Directors by these Bylaws, other than policy-making authority or the duties set forth in Subparagraphs (a) and (i) of Section 3.17 of this Article. A Declarant, or an affiliate of a Declarant, may be employed as managing agent or manager. The Association shall not be bound by, either directly or indirectly, any management contract exccuted prior to the Class "B" Membership Termination Date unless such contract provides a right of termination exercisable by the Association, with or without cause and without penalty, at any time after the Class "B" Membership Termination Date upon not more than ninety (90) days' BYLAWS-PAGE 9 written notice.
Section 3.19. Accounts and Reports.
or without cause and without penalty, at any time after the Class "B" Membership Termination Date upon not more than ninety (90) days' BYLAWS-PAGE 9 written notice.
Section 3.19. Accounts and Reports.
performance will be followed unless the Board by resolution specifically determines otherwise: (a) Accrual accounting, as defined by generally accepted accounting principles, shall be employed; principles; accounts; (b) accounting and controls should conform to generally accepted accounting (c) cash accounts of the Association shall not be commingled with any other (d) no remuneration shall be accepted by the managing agent from vendors, independent contractors or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts or otherwise; anything of value received shall benefit the Association; any (e) any financial or other interest which the managing agent may have in firm providing goods or services to the Association shall be disclosed promptly to the Board of Unofficial Directors; (f) financial reports shall be prepared for the Association at least quarterly containing: (i) an income statement reflecting all income and expense activity for the preceding period on an accrual basis; (ii) statement reflecting all cash receipts and disbursements for the preceding period; (iii) a variance report reflecting the status of all accounts in an "actual" versus "approved" budget format; (iv) a balance sheet as of the last day of the preceding period; and (v) a delinquency report listing all Owners who are delinquent in paying any assessments at the time of the report and describing the status of any action to collect such assessments which remain delinquent (any assessment or installment thereof shall be
linquent in paying any assessments at the time of the report and describing the status of any action to collect such assessments which remain delinquent (any assessment or installment thereof shall be considered to be delinquent on the fifteenth (15th) day following the due date unless otherwise specified by resolution of the Board of Directors).
(g) an annual report consisting of at least the following shall be made available to all Members prior to the close of the next fiscal year: (i) a balance sheet; (ii) an operating BYLAWS-PAGE 10 5789 00202 (income) statement; and (iii) a statement of changes in financial position for the fiscal year. The annual report referred to above shall be prepared on an audited or reviewed basis, as determined by the Board, by an independent public accountant; provided, upon written request of any holder, guarantor or insurer of any First Mortgage on a Lot, the Association shall provide an audited financial statement.
Section 3.20. Borrowing. The Association, acting through the Board of Directors shall have the power to borrow money for the purpose of maintenance, repair or restoration of the Common Properties with the approval of 60% of the Members of the Association, regardless of class. Notwithstanding anything to the contrary contained in the Declaration, these Bylaws or the Articles of Incorporation, prior to the Class "B" Membership Termination Date, no mortgage lien shall be placed on any portion of the Common Properties without the affirmative vote or written consent, or any combination thereof, of Class A" Members representing at least fifty-one percent (51%) of the Class "A" votes.
nofficia Section 3.21. Rights of the Association. With respect to the Common Properties, and in
ation thereof, of Class A" Members representing at least fifty-one percent (51%) of the Class "A" votes.
nofficia Section 3.21. Rights of the Association. With respect to the Common Properties, and in accordance with the Articles of Incorporation and the Declaration, the Association shall have the right to contract with any person for the performance of various duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, operational or other agreements with trusts condominiums, cooperatives and other owners or residents associations, both within and without the Propertics. Such agreements shall require the consent of a majority of the total number of directors of the Association.
Section 3.22. Enforcement. The Association shall have the power to impose sanctions for violations of the Governing Documents. The failure of the Board to enforce any provision of the Governing Documents shall not be deemed a waiver of the right of the Board to do so thereafter or of the right to enforce any other violation.
Notice. Prior to imposition of any sanction under the Governing Documents, the Board or its delegate shall serve the alleged violator with written notice by certified mail, return receipt requested, describing (i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, including the amount of any fine or charge (iii) a period of not less than thirty (30) days from the violator's receipt of such notice within which the alleged violator may present a written request to the Covenants Committee, if any, or Board, for a hearing; (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless the
d violator may present a written request to the Covenants Committee, if any, or Board, for a hearing; (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless the violation is cured within a reasonable period of time or unless a request for a hearing is made within the thirty-day period; (v) a statement that the violator has the right to appeal the decision of the Covenants Committee, if any, to the Board of Directors by written notice to the Board of Directors; and (vi) a statement that attorney's fees and costs will be charged to the violator if the violation continues after the date stated in the notice. The Board or the Covenants Committee , if any, may suspend any proposed sanction if the violation is cured within the 30-day period, or if correction of the violation is commenced within the 30-day period and diligently pursued to completion. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any Person.
(b) Repeat Offender. Notwithstanding anything to the contrary herein contained, in the event the violator was given notice and a reasonable opportunity to cure a similar violation BYLAWS-PAGE 11 5789 00203 within the preceding six (6) months of the current violation, no additional opportunity to cure must be given to the violator.
(c) Hearing. If a hearing is requested within the allotted thirty (30) day period, the hearing shall be held before the Covenants Committee, if any, or the Board in executive session, The hearing shall be held no later than the 30th day after the date the Board of Directors receives the violator's request for a hearing. The Board or its delegate shall notify the violator of the date,
e hearing shall be held no later than the 30th day after the date the Board of Directors receives the violator's request for a hearing. The Board or its delegate shall notify the violator of the date, time and place of the hearing no later than the 10th day before the date of the hearing. The alleged violator shall be afforded a reasonable opportunity to be heard. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(d) Appeal. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board. To perfect this right, a written notice of appeal must be received by the manager, President or Secretary of the Association within thirty (30) days after the hearing date.
nofficial Ung (e) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Board may elect to enforce any provision of the Governing Documents by self-help (specifically including but not limited to, the towing of vehicles that are in violation of parking restrictions or rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the notice and hearing procedure set forth above unless otherwise required by law. In any such action, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees and additional management fees actually incurred. Any entry onto a Lot for purposes of exercising this power of self-help shall not be deemed a trespass.
Section 4.1.
Officers.
Article IV Officers The officers of the Association shall be a President, Vice
ntry onto a Lot for purposes of exercising this power of self-help shall not be deemed a trespass.
Section 4.1.
Officers.
Article IV Officers The officers of the Association shall be a President, Vice President, Secretary and Treasurer, to be elected from among the members of the Board. The Board of Directors may appoint such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.
Section 4.2. Election and Term of Office. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the Members, as set forth in Article III.
Section 4.3. Removal and Vacancies. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
BYLAWS-PAGE 12 5789 0020 Unofficial Section 4.4. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors.
The President shall be the chief executive officer of the Association. The Treasure shall have primary responsibility for the preparation of the budget as provided for in the Declaration and
irectors.
The President shall be the chief executive officer of the Association. The Treasure shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
Section 4.5.
Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.6. Agreements, Contracts, Deeds, Leases, Checks, etc. All agreements, contracts, deeds, leases, checks and other instruments of the Association shall be executed by at least two (2) officers or by such other person or persons as may be designated by resolution of the Board of Directors.
Section 4.7. Compensation Compensation of officers shall be subject to the same limitations as compensation of directors under Section 3.13 hereof.
V Committees General. Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Each committee shall cooperate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors.
Section 5.2. Covenants Committee. In addition to any other committees which may be established by the Board pursuant to Section 5.1 of this Article, the Board of Directors may
the Board of Directors.
Section 5.2. Covenants Committee. In addition to any other committees which may be established by the Board pursuant to Section 5.1 of this Article, the Board of Directors may appoint a Covenants Committee consisting of at least three (3) and no more than five (5) members Acting in accordance with the provisions of the Declaration, these Bylaws and resolutions the Board may adopt, the Covenants Committee, if established, shall be the hearing tribunal of the Association.
Article VI Miscellaneous Section 6.1. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors. In the absence of a resolution, the fiscal year shall be the calendar year.
Section 6.2. Parliamentary Rules. Except as may be modified by Board resolution, BYLAWS-PAGE 13 Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Texas law, the Articles of Incorporation, Declaration or these Bylaws.
Section 6.3.
Conflicts. If there are conflicts between the provisions of Texas law, the Articles of Incorporation, the Declaration and these Bylaws, the provisions of Texas law, the Declaration, the Articles of Incorporation and the Bylaws (in that order) shall prevail.
Section 6.4. Books and Records.
(a) Inspection by Members and Mortgagees. The Declaration, Bylaws and Articles of Incorporation, any amendments to the foregoing the rules and regulations of the Association, the membership register, books of account and the minutes of meetings of the Members, the Board and committees shall be made available for inspection and copying by any holder, insurer or guarantor of a First Mortgage on a hot, Member of the Association, or by the
tings of the Members, the Board and committees shall be made available for inspection and copying by any holder, insurer or guarantor of a First Mortgage on a hot, Member of the Association, or by the duly appointed representative of any of the foregoing at any reasonable time and for a purpose reasonably related to his or her interest in the Cot at the office of the Association or at such other place within the Properties as the Board shall prescribe.
Unofficial to: (b) Rules for Inspection. The Board shall establish reasonable rules with respect (i) notice to be given to the custodian of the records; (ii) hours and days of the week when such an inspection may be (iii) payment of the cost of reproducing copies of documents (c) 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 Properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
Section 6.5. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States mail, first-class postage prepaid: (a) if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Lot of such Member; or (b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall BYLAWS-PAGE 14
or (b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall BYLAWS-PAGE 14 be designated by notice in writing to the Members pursuant to this Section Section 6.6.
Amendment.
(a) By Class "B" Member. The Class "B" Member may unilaterally amend these Bylaws at any time and from time to time if such amendment is (i) necessary to bring any provision hereof into compliance with any applicable governmental statutes, rule of regulation, or judicial determination; (ii) necessary to enable any reputable title insurance company to issue title insurance coverage on the Lots; (iii) required by an institutional or governmental lender or purchaser of mortgage loans, including, for example, the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, enable such lender or purchaser to make or purchase mortgage loans on the Lots; or (i) necessary to enable any governmental agency or reputable private insurance company to guarantee or insure mortgage loans on the Lots; provided, however, any such amendment shall not adversely affect the title to any Lot unless the Owner shall consent thereto in writing. So long as the Declarant still owns property within the Properties, any Declarant may unilaterally amend these Bylaws for any other purpose, provided the amendment has no material adverse effect upon any right granted any Owner under this Declaration without such Owner's written consent.
nofficial (b) By Class "A" Members, Except as provided above and otherwise specifically provided herein, these Bylaws may be amended only by the affirmative vote or written consent, or
ritten consent.
nofficial (b) By Class "A" Members, Except as provided above and otherwise specifically provided herein, these Bylaws may be amended only by the affirmative vote or written consent, or any combination thereof, of Class "A" Members representing at least fifty-one percent (51%) of the Class "A" votes in the Association, and the consent of the Class "B" Member, so long as the Class "B" Member owns property for development and/or sale in the Properties.
Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause An amendment to be effective must be recorded in the County Clerk Official Records of Collin County, Texas, If an Owner consents to any amendment to the Declaration or these Bylaws, it will be conclusively presumed that such Owner has the authority so to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.
No amendment may remove, revoke or modify any right or privilege of the Class "B" Member without the written consent of such Class "B" Member (or the assignee of such right or privilege).
CERTIFICATION I, the undersigned, am the duly elected and acting Secretary of NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC., a Texas non-profit corporation, and I do hereby certify: That the within and foregoing Bylaws were adopted as the Bylaws of said corporation as of August. 2004, that the same do now constitute the Bylaws of said corporation, and that they have not been modified, amended nor rescinded.
BYLAWS-PAGE 15 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
ow constitute the Bylaws of said corporation, and that they have not been modified, amended nor rescinded.
BYLAWS-PAGE 15 IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation as of September 23, 2004.
Атки Secretary Kimbeden Y Lebas My Commission Expires August 27, 2005 Unofficial BYLAWS-PAGE 16 EXHIBIT "A - 2” Unofficia EXHIBIT "A - 2” Corporations Section P.O.Box 13697 Austin, Texas 78711-3697 STATE THE S OF TEXAS Office of the Secretary of State CERTIFICATE OF INCORPORATION OF North Preston Lakes Estates Homeowners Association, Inc.
Filing Number: 800206752 Gwyn Secretary of State nofficial The undersigned, as Secretary of State of Texas, hereby certifies that Articles of Incorporation for the above named corporation have been received in this office and have been found to conform to law.
Accordingly, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation Issuance of this Certificate of Incorporation 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 Name Act, or the common law.
Dated: 05/22/2003 Effective: 05/22/2003 STATE THE PHONE(512) 463-5555 Prepared by: Andria Aguayo TEXAS Guy Shea Gwyn Shea Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ FAX(512) 463-5709 TTY7-1-1 ARTICLES OF INCORPORATION OF In the Office of the Secretary of State of Texas Corporations Section NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC.
nofficial I, the undersigned, being of the age of eighteen years of more, acting as incorporator of a
ry of State of Texas Corporations Section NORTH PRESTON LAKES ESTATES HOMEOWNERS ASSOCIATION, INC.
nofficial I, the undersigned, being of the age of eighteen years of more, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, Tex. C v. Stat. Ann. art. 1396-1.01, et seq., as it may be amended, do hereby adopt the following Articles of Incorporation for such corporation: Article I. Name. The name of the corporation is North Preston Lakes Estates Homeowners Association, Inc. ("Corporation" or "Association").
Article 2. Duration. The Corporation shall have perpetual duration.
Article 3. Applicable Statute. The Corporation is non-profit corporation organized pursuant to the provisions of the Texas Non-Profit Corporation Act, Article 1396-1.01 et seq.
Article 4. Purposes and Powers. The Corporation does not contemplate pecuniary gain or benefit, direct or indirect, to its members. In way of explanation and not of limitation, the purposes for which it is formed are (a) to be and constitute the Association to which reference is made in the Declaration of Covenants, Conditions and Restrictions for North Preston Lakes Estates to be recorded in the Office of the County Clerk of Collin County, Texas, as it may be amended from time to time (the "Declaration"), to perform all obligations and duties of the Association, and to exercise all rights and powers of the Association, as specified therein, in the Bylaws and as provided by law; and (b) to provide an entity for the furtherance of the interests of the owners of property subject to the Declaration.
In furtherance of its purposes, the Corporation shall have the following powers, which, unless indicated otherwise by the Declaration or Bylaws, may be exercised by the Board of Directors:
eclaration.
In furtherance of its purposes, the Corporation shall have the following powers, which, unless indicated otherwise by the Declaration or Bylaws, may be exercised by the Board of Directors: (a) all of the powers conferred upon non-profit corporations by common law and the statutes of the State of Texas in effect from time to time; (b) all of the powers necessary or desirable to perform the obligations and duties and to exercise the rights and powers set out in these Articles, the Bylaws or the Declaration, including, without limitation, the following: 5789 00210 ARTICLES OF INCORPORATION- Page 1 5789 00217 (i) to fix, levy, and collect assessments and other charges to be levied against the property subject to the Declaration and to enforce payment thereof by any lawful means; icial (ii) to manage, control, operate, maintain, preserve, repair and improve the common area and facilities, and any property subsequently acquired by the Corporation, or any property owned by another, for which the Corporation, by rule, regulation, Declaration or contract has a right or duty to provide such services; (iii) to enforce covenants, conditions or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration or Bylaws; (iv) to engage in activities which will actively foster, promote and advance the common interests of all owners of property subject to the Declaration; (v) to buy or otherwise acquire, sellor otherwise dispose of, mortgage, or otherwise encumber, exchange, lease, hold, use, operate and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Corporation,
rwise encumber, exchange, lease, hold, use, operate and otherwise deal in and with real, personal, and mixed property of all kinds and any right or interest therein for any purpose of the Corporation, which shall include the power to foreclose its lien on any property subject to the Declaration by judicial or non-judicial means: in the Bylaws; (vi) to borrow money for any purpose subject to such limitations as may be contained (vii) to enter into, make, perform and enforce contracts of every kind and description and to do all other acts necessary appropriate or advisable in carrying out any purpose of the Association, with or in concert with any other association, corporation or other entity or agency, public or private (viii) to act as agent, trustee or other representative of other corporations, firms or individuals and, as such to advance the business or ownership interests in such corporations, firms or individuals (ix) to adopt, alter and amend or repeal such Bylaws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such Bylaws may not be inconsistent with or contrary to any provisions of the Declaration; and (x) to provide or contract for services benefitting the property subject to the Declaration, including, without limitation, garbage removal and any and all supplemental municipal services as may be necessary or desirable.
The foregoing enumeration of powers shall not limit or restrict in any manner the exercise of other and further rights and powers which may now or hereafter be allowed or permitted by law; provided, none of the objects or purposes herein set out shall be construed to authorize the Corporation to do any act in violation of the Texas Non-Profit Corporation Act, and all such objects
y law; provided, none of the objects or purposes herein set out shall be construed to authorize the Corporation to do any act in violation of the Texas Non-Profit Corporation Act, and all such objects or purposes are subject to said Act.
ARTICLES OF INCORPORATION- Page 2 5789 2 The powers specified in each of the paragraphs of this Article 4 are independent powers, no to be restricted by reference to or inference from the terms of any other paragraph of provision of this Article 4.
Article 5. Definitions. All capitalized terms used in these Articles of incorporation shall be defined in the same manner as defined in the Declaration, which definitions are incorporated herein by this reference.
Article 6. Membership. The Corporation shall be a membership corporation without certificates or shares of stock. All Owners (as defined in the Declaration ), by virtue of their ownership of Lots subject to the Declaration, are members of the Association. The members shall be divided into classes and entitled to a vote in accordance with the Declaration and Bylaws.
Article 7. Board of Directors. The business and affans of the Corporation shall be conducted, managed and controlled by a Board of Directors (the "Board").
The Board may delegate such operating authority to such companies, individuals or committees as it, in its discretion, may determine. The Board shall consist of no less than three (3) and no more than five (5) members.
The initial Board shall consist of the following five (5) members: Unofficia Joe Hickman Dena Compton Kevin Higar Dan Bassininski Address 1400 Preston Rd., Suite 250 Plano, Texas 75093 1400 Preston Rd., Suite 250 Plano, Texas 75093 1400 Preston Rd., Suite 250 Plano, Texas 75093 3509 Mallard Lane Celina, Texas 75009 3473 Preston Lake Drive
00 Preston Rd., Suite 250 Plano, Texas 75093 1400 Preston Rd., Suite 250 Plano, Texas 75093 1400 Preston Rd., Suite 250 Plano, Texas 75093 3509 Mallard Lane Celina, Texas 75009 3473 Preston Lake Drive Celina, Texas 75009 The method of election, removal and filling of vacancies, and the term of office and number of directors shall be as set forth in the Bylaws.
Article 8. Liability of Directors. To the fullest extent permitted by Texas statutes, as the same exist or as they may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits broader limitation than permitted prior to such amendment), a director of the Corporation shall not be liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director. Any repeal or amendment of this Article 8 by ARTICLES OF INCORPORATION- Page 3 the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or amendment.
Article 9. Dissolution. The Corporation may be dissolved only as provided in the Bylaws and by the laws of the State of Texas.
5789 00213 cial Article 10. Amendments. Subject to the provisions of the Texas Non-Profit Corporation Act, if applicable, these Articles of Incorporation may be amended with the approval of the Board and seventy-five percent (75%) of the total votes in the Association and with the approval of the Class "B" member, so long as such membership exists. No amendment shall conflict with the Declaration nor shall any amendment be effective to impair or dilute any rights of members that are granted by the Declaration.
so long as such membership exists. No amendment shall conflict with the Declaration nor shall any amendment be effective to impair or dilute any rights of members that are granted by the Declaration.
Article 11. Action Without a Meeting. Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the members or directors of the Corporation or any action that may be taken at a meeting of the members or directors or of any committee may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by a sufficient number of members, directors or committee members as would be necessary to take that action at a meeting at which all of the members, directors or members of the committee were present and voted.
Article 12. Registered Agent and Office. The initial registered office of the Corporation is 3811 Turtle Creek Boulevard, Suite 1050, Dallas, Texas 75219, and the initial registered agent at such address is Lance E. Williams.
Article 13 Incorporators. The name and address of the incorporator is as follows: Und Lance E. Williams Riddle & Williams, P.C.
3811 Turtle Creek Boulevard, Suite 1050 Dallas Texas 75219 IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 20th day of May, 2003.
Dave & UL Lance E. Williams ARTICLES OF INCORPORATION- Page 4