19000992900 m{ILFD itt) Offiew of the es t Texas JUN 1 9 4984 ARTICLES OF INCORPORATION Clerk E OF Corporations Section SCENIC HARBOUR ESTATES PROPERTY OWNERS ASSOCIATION We the undersigned natural persons of the age of eighteen (18) years or more, at least two of whom are citizens of the State of Texas, acting aS incorporators of a corporation under the Texas NonProfit Corporation Act, do hereby adopt the following Articles of Incorporation of such corporation: ARTICLE I.
The name of the corporation is SCENIC HARBOUR ESTATES PROPERTY OWNERS ASSOCIATION.
ARTICLE ITI.
The corporation 1s a non-profit corporation.
ARTICLE III.
The period of its duration is perpetual.
ARTICLE IV.
The purpose or purposes for which the corporation 1s organized are: To provide for the maintenance, preservation, and architectural control of the residential lots and Common Area within Scenic Harbour Estates, Unit One, a Subdivision in Bandera County, Texas, according to Plat thereof recorded in Volume 6, Pages 74-75, Map and Plat Records of Bandera County, Texas, hereinafter referred to as the "Subdivision", and to promote the health, safety, and welfare of the residents within the Subdivision, and any additions thereto, in accordance with, and as contemplated by, Section 528 of the Internal Revenue Code of 1954, as amended, and for such purposes to: (a) exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in that certain Declaration of Restrictive Covenants, Easements, Assessments, Reservations, and Conditions, of even date herewith applicable to Scenic Harbour Estates, Unit One, which Declaration will appear of 7900900902990 | record in the office of the County Clerk of Bandera County, Texas,
nd Conditions, of even date herewith applicable to Scenic Harbour Estates, Unit One, which Declaration will appear of 7900900902990 | record in the office of the County Clerk of Bandera County, Texas, as the same may be amended from time to time as therein provided, said Declaration being expressly incorporated herein by reference; (b) fix, levy, collect and enforce payment by an lawful means, all charges or assessments provided for in said Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; (c) own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association; _ (d) borrow money, and with the assent of two-thirds (2/3rds) of each class of members of the Association mortgage, pledge, or otherwise hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; {e) dedicate or transfer all or any part of the Common Area to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by at least twothirds (2/3rds) of each class of members of the Association; (£) participate in mergers and consolidations with other nonprofit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidation, or annexation shall have the assent of two-thirds (2/3rds) of each class of members of the Association; and,
itional residential property and Common Area, provided that any such merger, consolidation, or annexation shall have the assent of two-thirds (2/3rds) of each class of members of the Association; and, (g) have and exercise any and all powers, rights and privileges which a corporation organized under the Texas Non-Profit Corporation Act may now or hereafter have or exercise.
ARTICLE V.
Every person or entity who 1s the record owner of a Lot (or an 300009902902 undivided interest in a Lot) in the Subdivision which is subject to assessment as herein and in the Declaration provided, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of the Lot which is subject to assessment. Persons or entities holding only mortgages and/or security interests in any lot or lots, or improvements thereon, shall not be deemed owners hereunder.
ARTICLE VI.
The Association shall, for voting purposes, have two (2) classes of members, to-wit: Class A: All Members of the Association, except Class B Members hereinafter defined, shall be Class A Members. Class A Members shall be composed of Resident and Nonresident Members. The Owner of a Lot who shall have completed thereon the construction of a foundation for a residence shall be a Class A Resident Member as to said Lot. The Owner of a Lot who shall not have completed thereon the construction of a foundation for a residence shall be a Class A Nonresident Member as to said Lot. All Class A Members shall be entitled to cast one vote for each Lot owned in the determination of all matters properly presented to the Membership of the Association.
Where fee simple title to a Lot stands in the name of more than Owner, such multiple Owners shall, as a unit, be en-
rmination of all matters properly presented to the Membership of the Association.
Where fee simple title to a Lot stands in the name of more than Owner, such multiple Owners shall, as a unit, be entitled to cast one vote with respect to said Lot.
Class B: The Declarant, as defined in the aforesaid Declaration, shall be the Class B Member and shall be entitled to cast three votes for each Lot owned in the determination of all matters properly presented to the Membership of the Association. The Class B Membership shall cease and be automatically converted to Class A Membership upon the happening of whichever of the following events shall first occur, to-wit: (1) when the total votes outstanding in the Class A Membership equal or exceed one-~ third (1/3rd) the total votes outstanding in the Class B Membership (ii) On December 31, 1990.
290009990 29908 ARTICLE VII.
The affairs of the Association shall be managed by a Board of three (3) Directors, who need-not be members of the Association.
The number of Directors may be changed by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of initial Directors until the selection of their successors are: B.J. SLEDGE, JR.
3410 Hunters Run San Antonio, Texas 78230 THOMAS D. SLEDGE 5650 Bonita Vista Way, Apt. #13 Tampa, Florida 33617 CONSTANCE J. CURRAN 748-A Rittiman Road San Antonio, Texas 78209 ARTICLE VIII.
The street address of the initial Registered Office of the corporation is 3410 Hunters Run, San Antonio, Texas 78230, and the name of its initial Registered Agent at such address is B.J. SLEDGE, JR.
ARTICLE IX.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors,
s initial Registered Agent at such address is B.J. SLEDGE, JR.
ARTICLE IX.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make distributions in furtherance of the purposes set forth in Article IV hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these Articles, the corporation shall not carry on any 7090000902996 4 a activities not permitted to be carried on by a corporation which qualifies for taxation under Section 528 of the Internal Revenue Code of 1954 (or the corresponding provision of any future U.S.
Internal Revenue law).
ARTICLE X.
The Members, Directors, and Officers of the corporation shall not, directly or indirectly: (A} Sell or exchange, or lease, any property of the corporation to; (B) Lend money of the corporation or extend credit on behalf of the corporation to; (C) Furnish goods, services, or facilities of the corporation on a basis more favorable than that on which such goods, services or facilities are made available to the general public, to; (D)) Pay any compensation on behalf of the corporation, in excess of reasonable compensation for services rendered to or for the corporation affecting one or more of its purposes, to; (E) Engage in any other activities or transactions
f of the corporation, in excess of reasonable compensation for services rendered to or for the corporation affecting one or more of its purposes, to; (E) Engage in any other activities or transactions which divert any portion of the corporation's property and assets, to; ‘ any person, corporation, partnership, trust, or unincorporated enterprise who has contributed property or money to the corporation.
ARTICLE XI.
Amendment of these Articles shall require at least two-thirds (2/3rds) of the votes which members present (1n person or by proxy) at a meeting duly called for such purpose are entitled to cast.
ARTICLE XII.
In the event of the liquidation or dissolution of the corporation, whether voluntary or involuntary, no Member, Director or Officer shall be entitled to any distribution or diversion of its remaining property or its proceeds, and the balance of all money and other property received by the corporation from any source, after the payment of all debts and obligations of the corporation, shall be used or distributed exclusively for purposes within those 5000090 2995 .
set forth in Article IV of these Articles of Incorporation and within the intendment of Section 528 of the Internal Revenue Code of 1954 and the Regulations thereunder, as the same now exist or as they may be hereafter amended from time to time.
ARTICLE XIII.
The name and address of each incorporator is: B.J. SLEDGE, JR.
3410 Hunters Run San Antonio, Texas 78230 VIRGINIA M. STAKES 650 S.A. Bank & Trust Bldg.
711 Navarro San Antonio, Texas 78205 E.B. BRANCH 650 S.A. Bank & Trust Bldg.
711 Navarro San Antonio, Texas 78205 IN WITNESS WHEREOF, we have hereunto set our hands this 18th day of June , 1984.
B. J. SLEDGE, JR.
C) ner, NLaly | VIRGI M. STAKES E. B. BRANCH THE STATE OF TEXAS § §
Navarro San Antonio, Texas 78205 IN WITNESS WHEREOF, we have hereunto set our hands this 18th day of June , 1984.
B. J. SLEDGE, JR.
C) ner, NLaly | VIRGI M. STAKES E. B. BRANCH THE STATE OF TEXAS § § COUNTY OF BEXAR § BEFORE ME, the undersigned authority, on this day personally appeared B.J. SLEDGE, JPF., VIRGINIA M. STAKES and E. B. BRANCH, known to me to be the persons whose names are subscribed to the foregoing document, and being by me first duly sworn, severally declared that the statements therein contained are true and correct.
GIVEN under my hand and seal of office on this the 18th day of June , 1984, -6-