Articles of Incorporation Corporations Section P.O Box 13697 Austin, Texas 78711-3697 THE STATE OF TEXAS Office of the Secretary of State CERTIFICATE OF INCORPORATION OF Gwyn Shea Secretary of State The Renaissance On Turtle Creek Condominium Association, Inc.
Filing Number: 800139063 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: 10/31/2002 Effective: 10/31/2002 STATE OF THE TEXAS Guy Shea Gwyn Shea Secretary of State Come visit us on the internet at http://www.sos.state.tx.us/ PHONE(512) 463-5555 Prepared by Leila Wurst FAX(512) 463-5709 TTY7-1-1 2007230 06106 ARTICLES OF INCORPORATION OF In the Office of the Secretary of State of Texas The Renaissance On Turtle Creek Condominium Association, Inc. OCT 31 2002 A Texas Nonprofit Corporation Corporations Section I, the undersigned natural person over the age of eighteen years, acting as sole incorporator of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation: ARTICLE 1. CONDOMINIUM ASSOCIATION. The corporation shall be, mean, and constitute the unit owners' association, organized pursuant to Section 82.101, Texas Uniform
Incorporation for such corporation: ARTICLE 1. CONDOMINIUM ASSOCIATION. The corporation shall be, mean, and constitute the unit owners' association, organized pursuant to Section 82.101, Texas Uniform Condominium Act, which is defined as the "Association" in the Condominium Declaration for The Renaissance On Turtle Creek Condominium, to be recorded in the Real Property Records of Dallas County, Texas, as amended from time to time (the "Declaration"), with respect to certain real property located in the City of Dallas, Dallas County, Texas, known as The Renaissance On Turtle Creek Condominium, and described in the Declaration.
ARTICLE 2. NAME. The name of the Association is The Renaissance On Turtle Creek Condominium Association, Inc.
ARTICLE 3. NONPROFIT. The Association is a nonprofit corporation, organized pursuant to the Texas Non-Profit Corporation Act.
ARTICLE 4. DURATION. The duration of the Association shall be perpetual.
ARTICLE 5. PURPOSES. The general purposes for which the Association is formed are to exercise the rights and powers and to perform the duties and obligations of the Association, in accordance with the Declaration, the bylaws of the Association, and the laws of the State of Texas, including the Texas Uniform Condominium Act, as each may be amended from time to time. By way of explanation, but not limitation, the Association's specific purposes may include: 1. Fixing, levying, collecting and enforcing payment of any charges or assessments as set forth in the Declaration; paying all expenses in connection therewith and all office, administration and other expenses incidental to the conduct of the business of the Association referred to in the Declaration, including all licenses, taxes or
in connection therewith and all office, administration and other expenses incidental to the conduct of the business of the Association referred to in the Declaration, including all licenses, taxes or governmental charges levied or imposed against the property of the Association.
2. Evicting any tenants of a member who violates the provisions of the Declaration or the Rules and Regulations of the Association promulgated by the Association's Board of Directors from time to time to implement the restrictions set forth in the Declaration, or who fail to timely pay for any damage they cause to the common elements of the condominium created by the Declaration.
3. Collecting rent directly from a tenant of a member who is delinquent in whole or part in payment of assessments or other sums owed to the Association. By way of explanation and not limitation, the Association's duties include the record keeping requirements set forth in Section 82.114 of the Texas Uniform Condominium Act and the duty to record the management certificate specified in Section 82.116 of the Texas Uniform Condominium Act, as the same may be revised from time to time.
GWP 1466.02\docsArtOfic.doc 1 2882 230 06107 ARTICLE 6. POWERS. in furtherance of its purposes, the Association shall have the following powers which, unless indicated otherwise by these articles, the Declaration, the bylaws, or State law, may be exercised by the board of directors: 1. All rights and powers conferred upon nonprofit corporations by State law in effect from time to time; 2.
All rights and powers conferred upon condominium associations by the laws of the State of Texas, including the Texas Uniform Condominium Act and the right stated in Section 82.105 of the Texas Uniform Condominium Act to terminate certain
condominium associations by the laws of the State of Texas, including the Texas Uniform Condominium Act and the right stated in Section 82.105 of the Texas Uniform Condominium Act to terminate certain leases made by the Association by the declarant as provided therein, all as in effect from time to time; and.
3.
All powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in these articles, the bylaws, the Declaration, or the laws of the State of Texas.
ARTICLE 7. MEMBERSHIP. The Association shall be a non-stock membership corporation. The Declaration and bylaws shall determine the number and qualifications of members of the Association; the classes of membership, if any; the voting rights and other privileges of membership; and the obligations and liabilities of members. Cumulative voting is not allowed.
ARTICLE 8. MANAGEMENT BY BOARD. On the 120th day after conveyance of 75% of the condominium units created by the Declaration (inclusive of future phases) to persons or entities other than the declarant (as identified in the Declaration) or to any person or entity receiving the declarant's special rights of control, the management and affairs of the Association shall be vested in its board of directors, except for those matters expressly reserved to others in the Declaration and bylaws. The management and affairs of the Association shall also be vested in the board of directors, except for those matters expressly reserved to others in the Declaration and bylaws, upon the expiration of the "Declarant Control Period" as defined and set forth in the Declaration. The bylaws shall determine the number and qualification of directors; the term of office of directors; the methods of electing, removing, and replacing
od" as defined and set forth in the Declaration. The bylaws shall determine the number and qualification of directors; the term of office of directors; the methods of electing, removing, and replacing directors; and the methods of holding a board meeting and obtaining consents.
ARTICLE 9. LIMITATIONS ON LIABILITY. a. Except as provided in Paragraph b below, an officer or director of the Association is not liable to the Association or its members for monetary damages for acts or omissions that occur in the person's capacity as an officer or director, except to the extent a person is found liable for (i) a breach of the officer or director's fiduciary duty or duty of loyalty to the Association or its members; (II) an act or omission not in good faith that constitutes a breach of duty of the officer or director to the Association; (iii) an act or omission that involves intentional misconduct or a knowing violation of the law; (iv) a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or (v) an act or omission for which the liability of an officer or director is expressly provided by an applicable statute. The liability of officers and directors of the Association shall, to the fullest extent permitted by law, be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and Remedies Code, as amended. Any amendment, repeal or modification of the foregoing provision by the members of the Association shall not adversely affect any limitation on the liability of any director or officer of the Association existing at or prior to the time of such amendment, repeal or modification.
GAWP 1466.02%docs\ArtOfinc4.doc
versely affect any limitation on the liability of any director or officer of the Association existing at or prior to the time of such amendment, repeal or modification.
GAWP 1466.02%docs\ArtOfinc4.doc 2002 230 06108 b. The limitation on the liability of an officer or director does not eliminate or modify that person's liability as a member of the Association. It is intended that the liability of any member arising out of any contract made by the Association, or out of the indemnification of officers or directors, or for damages as a result of injuries arising in connection with the common elements and not caused by such member or other person for whom such member is responsible, or for liabilities incurred by the Association, wherein the members expressly assume in writing such personal liability, shall be limited to the same proportion in which such member is liable for common expenses as a member of the Association. Pursuant to Article 1396-2.08E of the Texas Non-Profit Corporation Act, members of the Association are not personally liable for the debts, liabilities or obligations of the Association.
ARTICLE 10. INDEMNIFICATION. Subject to the limitations and requirements of Art.
1396-2.22A of the Texas Non-Profit Corporation Act, the Association shall indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person is or was an officer or director of the Association. Additionally, the Association may indemnify a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against him and Incurred by him in such a capacity and arising out of his status as such a person.
ARTICLE 11. AMENDMENT OF ARTICLES. These articles may be amended in
n, against any liability asserted against him and Incurred by him in such a capacity and arising out of his status as such a person.
ARTICLE 11. AMENDMENT OF ARTICLES. These articles may be amended in accordance with the Texas Non-Profit Corporation Act, subject to the following: 1.
An amendment shall not conflict with the Declaration or the Texas Uniform Condominium Act.
2. An amendment shall not impair or dilute a right granted to the declarant or other person by the Declaration, without the declarant's or that person's written consent, as the case may be.
3. Without member approval, the board of directors may adopt amendments permitted by Art. 1396-4.02.A(4) of the Texas Non-Profit Corporation Act.
4.
these articles.
The consent of member's lienholders shall not be required to amend ARTICLE 12. AMENDMENT OF BYLAWS. The bylaws of the Association shall be amended or repealed according to the amendment provision of the bylaws, which may reserve those powers to the members, exclusively.
ARTICLE 13. DISSOLUTION. The Association may be dissolved only as provided in the Declaration, bylaws, and by State law. On dissolution, the assets of the Association shall be distributed in accordance with the Declaration provision for distribution upon termination. If the Declaration has no such provision, then in accordance with the termination provisions of the Texas Uniform Condominium Act.
ARTICLE 14. ACTION WITHOUT MEETING. Pursuant to Article 1396-9.10.C. of the Texas Non-Profit Corporation Act, any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of the members or. directors, 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
Corporation Act to be taken at a meeting of the members or. directors, 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 3 2082 230 06109 3.
meeting at which all of the members, directors, or members of the committee were present and voted.
ARTICLE 15. INITIAL BOARD OF DIRECTORS. The initial board shall consist of three directors who shall serve as directors until their successors shall have been elected and qualified, as provided in the bylaws. The name and address of each initial director is as follows: Name Adriana Bianchi Shay Mayron Kevin Doig Address 3225 Turtle Creek Blvd.
Dallas, Texas 75219 3225 Turtle Creek Blvd.
Dallas, Texas 75219 3225 Turtle Creek Blvd.
Dallas, Texas 75219 ARTICLE 16. INITIAL REGISTERED AGENT. The name of the Association's initial registered agent is Shay Mayron. The address of its initial registered office is 3225 Turtle Creek Blvd., Dallas, Texas 75219 follows: ARTICLE 17. INCORPORATOR. The name and address of the incorporator are as Shay Mayron 3225 Turtle Creek Blvd.
Dallas, Texas 75219 I execute these Articles of Incorporation on this 30 day of October, 2002.
Shay Mayron O:WTSRVProfiles doig DesktopArtOfinc4.doc(2) 4 2007230 06110