EXHIBIT "D" Certificate of Formation of The Paseo Del Este Amenity Center Association, Inc.
[see attached] Form 202 Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee: $25 THE SINTE OF TEXAS Certificate of Formation Nonprofit Corporation Article 1 Corporate Name The filing entity formed is a nonprofit corporation. The name of the entity is : The Paseo Del Este Amenity Center Association, Inc.
Filed in the Office of the Secretary of State of Texas Filing #: 804690200 08/17/2022 Document #: 1170555200002 Image Generated Electronically for Web Filing Article 2 - Registered Agent and Registered Office A. The initial registered agent is an organization (cannot be corporation named above) by the name of: Hunt Mission Ridge, LLC OR B. The initial registered agent is an individual resident of the state whose name is set forth below: C. The business address of the registered agent and the registered office address is: Street Address: 601 N. Mesa, Suite 1900 El Paso TX 79901 Consent of Registered Agent A. A copy of the consent of registered agent is attached.
OR B. The consent of the registered agent is maintained by the entity.
Article 3 - Management A. Management of the affairs of the corporation is to be vested solely in the members of the corporation.
OR B. Management of the affairs of the corporation is to be vested in its board of directors. The number of directors, which must be a minimum of three, that constitutes the initial board of directors and the names and addresses of the persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified are set forth below.
Director 1: Joel G Guzman Title: Director Address: 601 N. Mesa, Suite 1900 El Paso TX, USA 79901
until the first annual meeting or until their successors are elected and qualified are set forth below.
Director 1: Joel G Guzman Title: Director Address: 601 N. Mesa, Suite 1900 El Paso TX, USA 79901 Director 2: Franklin Stubbs Title: Director Parry Address: 601 N. Mesa, Suite 1900 El Paso TX, USA 79901 Director 3: Kathy Title: Director Address: 601 N. Mesa, Suite 1900 El Paso TX, USA 79901 Article 4 - Organization Structure A. The corporation will have members.
or B. The corporation will not have members.
Article 5-Purpose The corporation is organized for the following purpose or purposes: to be the "Association" to which reference is made in the Declaration of Covenants, Conditions and Restrictions for Paseo Del Este at Mission Ridge, recorded by Hunt Paseo Del Este, LLC ("Declarant") in the Office of the Clerk for El Paso County, Texas (as it may be amended and supplemented, the "Declaration").
Supplemental Provisions / Information The attached Addendum to Certificate of Formation of The Paseo Del Este Amenity Center Association, Inc. is incorporated herein by reference.
[The attached addendum, if any, is incorporated herein by reference.] Addendum to Cert of Formation-Paseo del Estate Amenity Center-081722-jlb.pdf Effectiveness of Filing A. This document becomes effective when the document is filed by the secretary of state.
OR B. This document becomes effective at a later date, which is not more than ninety (90) days from the date of its signing. The delayed effective date is: Initial Mailing Address Address to be used by the Comptroller of Public Accounts for purposes of sending tax information.
The initial mailing address of the filing entity is: 601 N. Mesa, Suite 1900 El Paso, TX 79901 USA Organizer The name and address of the organizer are set forth below.
oses of sending tax information.
The initial mailing address of the filing entity is: 601 N. Mesa, Suite 1900 El Paso, TX 79901 USA Organizer The name and address of the organizer are set forth below.
Janet L. Bozeman 1979 Lakeside Pkwy., Ste 250, Atlanta, GA 30084 Execution The undersigned affirms that the person designated as registered agent has consented to the appointment. The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authorized under the provisions of law governing the entity to execute the filing instrument.
Janet L Bozeman Signature of organizer.
FILING OFFICE COPY Addendum to CERTIFICATE OF FORMATION OF THE PASEO DEL ESTE AMENITY CENTER ASSOCIATION, INC.
The following Articles shall be added to and be part of the Certificate of Formation of The Paseo Del Este Amenity Center Association, Inc.: Article 6.
Applicable Statute. The corporation is organized pursuant to the provisions of the Texas Nonprofit Corporation Law, as set forth in Chapters 20 and 22, and the provisions of Title 1 applicable to nonprofit corporations, of the Texas Business Organizations Code, as it may be amended (the "Act").
Article 7. Defined Terms. Capitalized terms used in this Certificate of Formation and not otherwise defined in this Certificate shall have the meanings set forth in the Declaration of Covenants, Conditions and Restrictions for Paseo Del Este at Mission Ridge, recorded or to be recorded by Hunt Paseo Del Este, LLC, a Delaware limited liability company ("Declarant"), in the Office of the County Clerk of El Paso County, Texas, as it may be amended and supplemented (the "Declaration"), and in the By-Laws of
e, LLC, a Delaware limited liability company ("Declarant"), in the Office of the County Clerk of El Paso County, Texas, as it may be amended and supplemented (the "Declaration"), and in the By-Laws of The Paseo Del Este Amenity Center Association, Inc., as they may be amended (the "By-Laws").
Article 8. Powers. The Association does not contemplate pecuniary gain or profit, direct or indirect, to its members. In furtherance of its purposes, the Association shall have the following powers, which, unless indicated otherwise by the Declaration or By-Laws, may be exercised by its Board of Directors: (a) all of the powers conferred upon nonprofit 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 this Certificate of Formation, the By-Laws, or the Declaration, Including, without limitation, the following: the Declaration; (1) to fix and to collect assessments, dues, and other charges to be levied pursuant to (2) to manage, control, operate, maintain, repair, and improve property subject to the Declaration or any other property as to which the Association has a right or duty to provide such services pursuant to the Declaration, By-Laws, or any covenant, easement, contract, or other legal instrument; (3) to enforce covenants, conditions, or restrictions affecting any property to the extent the Association may be authorized to do so under the Declaration, By-Laws, or other recorded covenant; (4) to engage in activities which will actively foster, promote, and advance the common interests of all owners of property subject to the Declaration;
eclaration, By-Laws, or other recorded covenant; (4) to engage in activities which will actively foster, promote, and advance the common interests of all owners of property subject to the Declaration; (5) to buy or otherwise acquire, sell or 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 Association; (6) to borrow money for any purpose; (7) to enter into, make, perform, or 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 association with any other association, corporation, or other entity or agency, public or private; (8) to act as agent, trustee, or other representative of other corporations, firms, or individuals, and as such to advance the business or ownership interests of such corporations, firms, or individuals; (9) to adopt, alter, and amend or repeal such By-Laws as may be necessary or desirable for the proper management of the affairs of the Association; provided, however, such By-Laws may not be inconsistent with or contrary to any provisions of the Declaration; and (10) to undertake such community building, social, and recreational activities and opportunities as the Board of Directors may determine to be desirable and appropriate for the community.
(c) 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; and the powers specified in each of the paragraphs of this Article 8 are independent powers, not to
se of other and further rights and powers which may now or hereafter be allowed or permitted by law; and the powers specified in each of the paragraphs of this Article 8 are independent powers, not to be restricted by reference to or inference from the terms of any other paragraph or provisions of this Article 8. None of the objects or purposes set out above shall be construed to authorize the Association to do any act in violation of the Act, and all such objects or purposes are subject to the Act.
Article 9.
Membership. The Association shall be a membership corporation without certificates or shares of stock. Declarant, for such period as is specified in the Declaration, and each Person who is the Owner of a Unit within Paseo Del Este at Mission Ridge (as such capitalized terms are defined in the Declaration), shall be a member of the Association ("Member") and shall be entitled to such voting rights and membership privileges as are set forth in the Declaration and the By-Laws.
Article 10. Board of Directors. The business and affairs of the Association shall be conducted, managed, and controlled by a Board of Directors. The Board may delegate its operating authority to such corporations, individuals, and committees as it, in its discretion, may determine.
The Board of Directors shall consist of not less than three nor more than five directors, as determined in accordance with the By-Laws. The initial Board of Directors shall consist of three directors identified in this Certificate of Formation, who shall hold office until their successors are elected and have qualified, or until their resignation or removal. The number, the method of selection, removal, and filling
Certificate of Formation, who shall hold office until their successors are elected and have qualified, or until their resignation or removal. The number, the method of selection, removal, and filling of vacancies on the Board of Directors, and the term of office of members of the Board of Directors, shall be as set forth in the By-Laws.
Article 11. Indemnification of Directors. The Association shall indemnify its officers, directors and committee members as and to the extent required by the By-Laws. No amendment to or repeal of this Article shall apply to or have any effect on the liability or alleged liability of any director of the Association for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.
Article 12.
Action by Less Than Unanimous Consent. The Association and the Board of Directors shall be authorized to take action without holding a meeting or providing notice, by less than unanimous consent of the Members or directors, as applicable, in accordance with the provisions of the By-Laws, except where a meeting is required by Texas law.
2 Article 13.
Dissolution. The Association may be dissolved only upon a resolution duly adopted by its Board of Directors and approved by the affirmative vote of Members entitled to cast not less than two-thirds (2/3) of the total votes in the Association. In addition, so long as Declarant owns any property subject to the Declaration or which Declarant may unilaterally make subject to the Declaration pursuant to the provisions of the Declaration, the written consent of Declarant shall be required. The Association is authorized, upon its winding up, to distribute its assets in a manner other than as provided
o the provisions of the Declaration, the written consent of Declarant shall be required. The Association is authorized, upon its winding up, to distribute its assets in a manner other than as provided by Section 22.304 of the Texas Business Organizations Code, in accordance with a plan of distribution adopted pursuant to Chapter 22 of the Texas Business Organizations Code, which plan may, but shall not be required to, provide for distribution of the remaining property of the Association for tax-exempt purposes to an organization exempt under Section 501(c) of the Internal Revenue Code, or described by Section 170(c)(1) or (2) of the Internal Revenue Code.
Article 14.
Merger and Consolidation. The Association may merge or consolidate only upon a resolution duly adopted by its Board of Directors and the affirmative vote of Members entitled to cast not less than two-thirds (2/3) of the total votes in the Association. In addition, so long as Declarant owns any property subject to the Declaration or which it may unilaterally make subject to the Declaration, the written consent of Declarant shall be required.
Article 15. Amendments. This Certificate of Formation may be amended only upon a resolution duly adopted by the Board of Directors and approved by the affirmative vote of Members entitled to cast not less than two-thirds (2/3) of the total eligible votes of the membership; provided, the Members shall not be entitled to vote on any amendment to this Certificate of Formation adopted for the sole purpose of complying with the requirements of any governmental or quasi-governmental entity or institutional lender authorized to fund, insure or guarantee mortgages on individual Units, which
he sole purpose of complying with the requirements of any governmental or quasi-governmental entity or institutional lender authorized to fund, insure or guarantee mortgages on individual Units, which amendments may be adopted by the Board of Directors. In addition, so long as Declarant owns any property subject to the Declaration or which it may unilaterally make subject to the Declaration, the consent of Declarant shall be required for any amendment.
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