pe ye at FILED Re" ov yr ® In the Office of the ax cy ee Secretary of State of 7zs; We er? ARTICLES OF INCORPORATION ree OF JUL 11 1985 yy WINNERS CIRCLE OWNERS ASSOCIATION, INC.
We, the undersigned natural persons of the age of eighteen (18) years or more, all of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.
ARTICLE I The Name of the corporation is: WINNERS CIRCLE OWNERS ASSOCIATION, INC., hereinafter sometimes called the "Corporation" or the "Association".
ARTICLE II The Corporation is a non-profit corporation.
ARTICLE ITI The period of duration of the Corporation is perpetual.
ARTICLE IV (1) The specific and primary purpose for which the Corporation is organized igs to exercise and discharge the powers and duties given to the Association in that certain ENABLING DECLARATION AND MASTER DEED FOR THE ESTABLISHMENT OF A CONDOMINIUM REGIME FOR WINNERS CIRCLE (the "Declaration") as recorded in the Condominium Records of Travis County, Texas, as amended from time to time, said Declaration being incorporated herein by reference for all purposes, and in connection therewith to administer the affairs of the condominium community known as Winners Circle (the "Project") established under the terms of the Declaration, and situated on the real property described in Exhibit "A" attached hereto and incorporated herein by reference.
{2) The general purposes for which the Corporation is organized are: (a) to enter into and perform.any contract and to exercise all powers which may be necessary or convenient to the operation, management, maintenance and administration of the affairs of the Project in
(a) to enter into and perform.any contract and to exercise all powers which may be necessary or convenient to the operation, management, maintenance and administration of the affairs of the Project in accordance with the Declaration and the BYLAWS OF WINNERS CIRCLE OWNERS ASSOCIATION, INC. (the "Bylaws"); iy (b) to promote the common good, health, safety .
and welfare of the Owners of condominium units (the "Units") within the Project; (c) to exercise all of the powers and privileges and to perform ali of the duties and obligations of the Corporation arising from the Declaration, as amended from time to time; (ad) to enforce applicable provisions of the Declaration, the Bylaws, any rules and regulations of the Corporation, and any other instrument for the Management and control of the Project, including, without limitation, the power: (i) to fix,- levy,~ collect and enforce payment of, by any lawful means, all charges or assessments pursuant -to the terms of the Declaration; > Clerk I-C Corporations Sectior (11) to contract for and to pay all expenses incurred in connection with maintenance, gardening, utilities, materials, supplies and services relating to the Common Elements of the Project (as defined in the Declaration); (iid) to employ personnel reasonably necessary for administration and control of the Common Elements, including lawyers and accountants QBS appropriate; and (iv) to pay all office and other expenses incident to the conduct of the business of the Corporation, including all license fees, taxes and Special assessments which are or would become a lien on any portion of the Project; {e) to have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which the Corporation may now or
become a lien on any portion of the Project; {e) to have and to exercise any and all powers, rights and privileges, including delegation of powers as permitted by law, which the Corporation may now or hereafter have or exercise under the Texas Non-Profit Corporation Act, including, without limitation, the power: ° (i) to acquire (by purchase, grant or otherwise), annex and merge, 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 Corporation; (ii) to borrow money, mortgage, Pledge, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred in accordance with the Declaration; and (iii) to act in the capacity of principal, agent, joint venturer, partner, or otherwise. .
Notwithstanding any of the above statements of Purposes and powers, the Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific and primary purpose of the Corporation. The Corporation is organized for non-profit purposes pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof.
ARTICLE V The street address of the initial registered office of the Corporation is 1301 Capital of Texas Highway South, Building B, Suite 320, Austin, Texas 78746, and the name of its initial registered agent at such address is Albert DeLaRosa.
ARTICLE VI a fee or undivided fee interest in any Unit, including contract sellers, and only such persons or entities shall be members of
ARTICLE VI a fee or undivided fee interest in any Unit, including contract sellers, and only such persons or entities shall be members of the Association. Ownership of a Unit shall be the sole qualification for membership in the Association and membership in the Association shall be appurtenant to and may not be separated from ownership of a Unit which is subject to assessment by the Association. The Association may, at its option, issue certificates evidencing membership therein. The share of an Owner in the funds and assets of the Association shall not be assigned, pledged or transferred in any manner except as an appurtenance to such Owner's Unit.
No Owner, other than the Declarant or Developer named in the Declaration, shall be entitled to vote at any meeting of the 2 Corporation until such Owner has presented to the Corporation proof of ownership of a Unit. The vote of each Owner may be cast by such Owner or by proxy given to such Owner's duly authorized representative. : Each Owner shall be entitled to a vote, the value of which shall be as set forth more fully in the Declaration. When more than one person or entity holds an interest in any Unit, all of such persons or entities may exercise the voting power attributable to such unit as they mutually agree, but in no event shall more than one vote be counted with respect to any_one Unit.
The foregoing is not intended to include persons or entities who hold an interest in a Unit merely as security for the performance » of an obligation.
Any Owner in default of any provision of the Declaration shall not be entitled to vote at any meeting of the Corporation so long as such default remains in existence.
ARTICLE VII
e » of an obligation.
Any Owner in default of any provision of the Declaration shall not be entitled to vote at any meeting of the Corporation so long as such default remains in existence.
ARTICLE VII The name and street address of each incorporator is as follows: NAME ADDRESS Samuel D. Byars 2600 One American Center 600 Congress Avenue Austin, Texas 78701 David B. Armbrust 2600 One American Center 600 Congress Avenue Austin, Texas 78701 Sue Brooks Laas 2600 One American Center 600 Congress Avenue Austin, Texas 78701 ARTICLE VIII The affairs of the Association shall be managed by a Board oi Directors consisting of three (3) Directors who shall serve the function of and possess all powers granted to boards of directors under the Texas Non-Profit Corporation Act. The number of Directors may be changed only by amendment of these Articles ef Incorporation, and may not be changed by amendment of the Bylaws 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 as follows: NAME ~ ADDRESS John S. Lloyd 1250 Capital of Texas Highway South One Cielo Center, Suite 300 Austin, Texas 78746 Silvestre Garza, Jr. 1250 Capital of Texas Highway South One Cielo Center, Suite 300 Austin,. Texas 78746 Robert Fiebig 1250 Capital of Texas Highway South One Cielo Center, Suite 300 Austin, Texas 78746 All of the powers and prerogatives of the Corporation shall be exercised by the initial Board of Directors above named until the first annual meeting of the Association. There shall be an -election...of Directors at the first annual meeting of the Association, at which there shall Be elected two (2) members of the Board of Directors, each of whom shall serve for a term of
e shall be an -election...of Directors at the first annual meeting of the Association, at which there shall Be elected two (2) members of the Board of Directors, each of whom shall serve for a term of two (2) years and one (1) member of the Board of Directors who ago shall serve for a term of one (1) year. At each annual meeting thereafter, the Association shall elect members of the Board of Directors, each of whom shall serve for a term of two (2)_ years, as vacancies occur by expiration of any Director's term of office. The first annual meeting of the Association shall be called by the initial Board of Directors on not less than ten (10) and not more than fifty (50) days notice to the members of the Association at any time, but must be called no later than the earlier of (i) three (3) years from the date of the first conveyance of a Unit or (ii) one hundred and twenty (120) days after the conveyance of seventy-five (75%) percent of the total number of Units by the Declarant under the Declaration, deeds therefor having been delivered and the full purchase price therefor having been paid.
ARTICLE IX Amendment of these Articles of Incorporation shall be by proposal submitted to the membership of the Association. Any such proposed amendment shall be adopted only upon receiving at least sixty-seven percent (67%) of the total value of votes held by the membership of the Association.
ARTICLE X The Corporation may be dissolved in accordance with the limitations set forth in the Declaration. The Corporation does not contemplate pecuniary gain or profit to the members thereof, and is organized solely for non-profit purposes. In the event of liquidation, dissolution or winding up of the Corporation, voluntarily or involuntarily, the Directors of the Corporation
bers thereof, and is organized solely for non-profit purposes. In the event of liquidation, dissolution or winding up of the Corporation, voluntarily or involuntarily, the Directors of the Corporation shall dispose of the property and assets of the Corporation in such manner as they, in the exercise of their discretion (as set out in the Declaration), deem appropriate; provided, however, that such disposition shall be exclusively in the furtherance of the object and purposes for which the Corporation is formed, and shall not accrue to the benefit of any Director of ‘the Corporation or any individual having a personal or private interest in the affairs of the Corporation or any organization which engages in any activity in which the Corporation is precluded from engaging. © aE WITNESS WHEREOF, we have hereunto set our hands, this ZO ay of afume EOS : .
Sue Brooks Laa THE STATE OF TEXAS : COUNTY OF TRAVIS 3 Subscribed and sworn to before me by the said Samuel D.
Byars, David B. Armbrust and Sue Brooks Laas on this 30th day of we , to certify which witness my hand and seal of office.
Notary Publis. feats of Texas My Commission Expires ee 2).
(Name - Typed or Printed) My Commission Expires: THE STATE OF TEXAS 2 COUNTY OF TRAVIS 2 Before me, the undersigned authority, on this day personally appeared Samuel D. Byars, David B. Armbrust and Sue Brooks Laas, Known to me to be the persons whose names are subscribed to the foregoing instrument, and acknowledged to me that they executed the same for the purposes and consideration therein expressed.
Given under my hand seal of office, this 30th day of Notary Public, The State of Texas a. SESE Kay Quinn wef wOS.ciscion Expire.
(Name - Typed or Print My Commission Expires: $B1084.152 “55 PF .—Profit SECRETARY OF STATE
al of office, this 30th day of Notary Public, The State of Texas a. SESE Kay Quinn wef wOS.ciscion Expire.
(Name - Typed or Print My Commission Expires: $B1084.152 “55 PF .—Profit SECRETARY OF STATE CERTIFICATE OF INCORPORATION OF WINNERS CIRCLE OWNERS ASSOCIATION, INC.
CHARTER NO. 759076 The undersigned, as Secretary of State of the State of Texas, hereby certifies that Articles of Incorporation for the above corporation duly signed and verified pursuant to the provisions of the Texas Non-Profit Corporation Act, have been received in this office and are found to conform to law.
ACCORDINGLY the undersigned, as such Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation and attaches hereto a copy of the Articles of Incorporation. | Dated July 11, 1985 _.
: Wr. DO Secretary of State lbs