P.U.J:!ox UDY I Austin, Texas 78711-3697 Office of the Secretary of State CERTIFICATE OF INCORPORATION OF Village ofBisca)~1e Bay Homeowners Association, Inc.
Filing Number: 800341196 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 confonn to law.
Accordingly, !be undersigned, as Secretruy of Stale, and by virtue of the authmity vested in the Secretary by law, hereby issues this Certificate ofincotporation.
Issuru1ce of tl:ris Certificate of Incorporation does not authmize 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: 05/12/2004 Effective: 05/!2/2004 PHONE(512) 463-5555 FAX(512) 463-5709 Plcp:ueU l1y: Linda GemucJ;dcn Geoffrey S. Connor Secretruy of State TTY7-1-I ARTICLES OF INCORPORATION rtL.-CIJ In the Office of the Secretary of State of Texas ' ' MAY 12 200~ OF Corporations Set'.tiO!'I VILLAGE OF BISCAYNE BAY HOMEOWNERS ASSOCIATION. INC.
l, the undersigned, being a natural person of the age of twenty-one (21) or more, a citizen of the State of Texas, acting as incorporator of a corporation under the Texas Non-Profit Corporation Ad, do hereby adopt the following A1ticles of Incorporation for such corporation: ARTICLE I.
NAME OF CORPORATION The name of the corporation is Village of Biscayne Bay Homeowners Association, Inc., hereinafter called the "Association."
ARTICLE IL REGISTERED OFFICE The initial registered office of tbe Association is c/o Hoover Slovacek LLP, 5847 San
e of Biscayne Bay Homeowners Association, Inc., hereinafter called the "Association."
ARTICLE IL REGISTERED OFFICE The initial registered office of tbe Association is c/o Hoover Slovacek LLP, 5847 San Felipe, Suite 2200, Houston, Texas 7705 7, ARTICLE III.
REGISTERED AGENT Sarah Ann Powers is hereby appointed the initial registered agent of the Association, whose address is the same as that ofthe initial registered office.
ARTICLE IV.
DURATION The period of duration of the Association is perpetual.
ARTICLEV.
PURPOSES AND POWERS OF THE ASSOCIATION The Association is organized to be operated for the sole pmpose of can·ying on as a "homeowne-rs assoeiation," as that tem1 is defined by Section 528(c) of th" Intemal Revenue Code of 1986. Specifically, the Association is fom1ed to provide for the administration, maintenance and preservation of the "Properties," including the "Lots"( as such tenns are defined in that certain Declaration of Covenants, Conditions and Restrictions for Village of Biscajme Bay, filed for record in the omce Of the County Clerk of Brazoria County~ Tc;ms (ihe "Declaration") in accordance with tl1e Declaration; !o exercise the duties nnd prerogatives of the Association set forth inlhe Declaration: to exercise all of U1e powers and duties set forth in the Bylaws of !he Association and the Declaration; to have and to exercise any and all powers, rights, and privileges which a corporation organized under the Non-Profit C01pora!ion Act of the State of Texas may now or hereafter have or exercise; and, to the extent pennilted by law, to do any and all other things necessary to implement or accomplish the pmposes set fmih in the Bylaws of the Association and the Declaration. Capitalized tenns used herein, if not defined
ted by law, to do any and all other things necessary to implement or accomplish the pmposes set fmih in the Bylaws of the Association and the Declaration. Capitalized tenns used herein, if not defined herein, shall have the definitions from the Declaration.
ARTICLE VI.
MEMBERSHJP Each Owner of a Lot or Tract encumbered by the Declaration shall upon and by drtue of becoming such Owner, automatically become and shall remain a Member of the Association until ownership of the Lot or Tract ceases for any reason, at which time the Membership in the Association shall also automatically cease. Membership in the Association shall be appurtenant to and shall automatically follow the ownership of such Lot or Tract and may not be separated from such ownership.
The Association shall have two (2) classes of Members: A. Class "A". Class "A" Members shall be all Owners, with the exception of Declarant. Each Class "A" Member shall be entitled to one (!) vote for each Lot and two (2) votes per acre for each Tract owned by such Member in the Properties; provided, however, when more than one person holds an interest in any Lot or Tract, all such persons shall be Members, and tJ1e single vote for such Lot and multiple votes for such Tract shall be exercised by them as they among themselves detennine, but in no event shall more than one (1) vote be cast with , regard to any Lot or two (2) votes per acre per Tract owned by a Class "A" Member. TI1e votes of the Class "A" Members are refened to herein as the "Class 'A' votes".
B. Class "B". The Class "B" Member shall be Declarant. The Class "B" Member shall be allowed 5,000 votes, for as long as the Class B Membership exists. All Class "B" votes and the Class B Membership shall cease to exist and automatically be converted to Class "A"
s "B" Member shall be allowed 5,000 votes, for as long as the Class B Membership exists. All Class "B" votes and the Class B Membership shall cease to exist and automatically be converted to Class "A" voles on the happening of any ofthe following events, whichever occurs earlier.
l. When !00% of the Lots and Tract on the Property (including Property added by annexatio11) planned for development have been sold to and occupied by Class A Members that are not Sub-developers; 2. December 31, 2030; or 3. At such earlier time as the holder of the Class "B" votes may, in its sole discretion, elect, as evidenced by a document recorded in the Office of the County Clerk of Brazoria County, Texas.
C. Reinslaten1ent of Cla~s "Bil Votes. Nohvithstanding the prior provJsJOns of subsection B above, if additional land is made subject to the jurisdiction of the Association p11rsuant to a Supplemental Declaration, or if Declarant repurchases any Lots and/or Tracts, such -2that Declarant again owns any Lots and/or Tracts, then the provisions in said paragraph B of Article VI, regarding Class B votes sha!l be automatically reinstated ipso facto.
ARTICLE VII BOARD OF DlRECTORS The number of Directors constituting the initial Board of Directors of the Association is five (5) and the names and addresses of the persons who are to serve as the initial Directors are: Gary Cook Andrew Peller Carlo F eJTeira Viilliam Berger Helen Beckman Address c/o Shadow Creek Ranch P.O. Box 95398 Las Vegas, Nevada 89193-5398 c/o Shadow Creek Ranch P.O. Box 95398 Las Vegas, Nevada 89193-5398 c/o Shadow Creek Ranch P.O. Box 95398 Las Vegas, Nevada 89193-5398 c/o Shadow Creek Ranch 2947 E. Broadway, Suite 300 Pearland, Texas 77581 c!o Shadow Creek Ranch 2947 E. Broadway, Suite 300 Pearland, Texas 77581
reek Ranch P.O. Box 95398 Las Vegas, Nevada 89193-5398 c/o Shadow Creek Ranch 2947 E. Broadway, Suite 300 Pearland, Texas 77581 c!o Shadow Creek Ranch 2947 E. Broadway, Suite 300 Pearland, Texas 77581 ARTICLE VIII INCORPORATOR The name and street address ofthe incorporator is: Sarah Ann Powers Address Hoover Slovacek LLP 5847 San Felipe, Suite 2200 Ho1.1ston, Texas 77057 ARTICLE lX ' -JNON-PROFIT CORPORATION The Association is a non-profit coi]JOration, without capital stock organized solely for the purposes specified in Article V, and no pm1 of its property, whether income or principal, shall ever inure to the benefit of any director, officer, Member or employee of the Association, nor shall any such director, officer, Member, employee, or indh~dual receive or be lawfully entitled to receive any profit from the operations of the Association for reimbursement of expenses except lo the extent pennitted by the Bylaws or the Declaration.
ARTICLE X PROHIBITED ACTS The Association shall not pay dividends or other corporate income to its .Members, directors, or officers or otherwise accrue distributable profits or pem1it the realization of plivate gain. TIJ..is prohibition shall not apply to acquiring, constructing, or providing management, maintenance, and care of Association property, or the rebate of excess membership dues, fees, or assessments to the Members oftl1e Association.
TI1e Association shall have no power to take any action prohibited by the Texas Non Profit Corporation Act.
ARTICLE XI LIMITATION ON LIABILITY OF DIRECTORS A director is liable to the Association and/or its members for monetary damages for an act or omission in the director's capacity as director only as provided in the Declaration.
ARTICLE XI!
INDE!v!NIFICATION
or is liable to the Association and/or its members for monetary damages for an act or omission in the director's capacity as director only as provided in the Declaration.
ARTICLE XI!
INDE!v!NIFICATION The Association may indemnify a person who was, is, or is threatened to be named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Association, as provided by the Bylaws of tlm Association. The terms and conditions of such indemnification shall be set forth in the Declaration or the Bylaws.
ARTICLE XI!l ACTIONS Vv'lTHOUT l\1EETmGS Any action required by the Texas Non-Profit Corporation Act to be taken at a meeting of !he Members or Directors of the Association 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 WJiting, setting forth the action to be taken, is signed by a sufficient number of Membe.rs, directors, or committee members as would be necessary to take that action at a meeting a! which all of the Members, directors, or members of the committee were present and voted.
-4ARTICLE XIV DISSOLUTION Upon dissolution of the Association, other than ineidenllo a merger or ~onsolidation, the assets of the Asso~iation shall be dedicated to an appropriate public agency to be used for pmvoses similar to those for which !he Assoc.iation was created or shall be granted, conveyed, and assigned to any non-profit corporation, association, trust, or other organization devoted to such similar purposes.
ARTICLE XV AMENDMENTS Amendments of these Articles of Incorporation shall require the approval of two-tl1irds (2/3) of the votes which members of the Association, present at a meeting of the Association, in
E XV AMENDMENTS Amendments of these Articles of Incorporation shall require the approval of two-tl1irds (2/3) of the votes which members of the Association, present at a meeting of the Association, in person or by proxy. are entitled to cast.
IN WITNESS WHEREOF for the pmvose of fanning this Association under the laws of the State of Texas, I, the undersimed incorporator of this Association, have executed these Sarah Ann Powers Address: Hoover Slovacek LLP 5847 San Felipe, Suite 2200 Houston, Texas 77057