Articles of Incorporation
ARTICLES OF
INCORPORATION
OF
PARK POINTE
HOMEOWNERS ASSOCIATION, INC.
The undersigned, a natural person of the age of eighteen (18) years or
more and a citizen of the State of Texas, acting as incorporator of a
corporation under the Texas Non-Profit Corporation Act, does hereby adopt the
following Articles of Incorporation for such corporation:
ARTICLE ONE
The name of the Corporation is Park Pointe Homeowners Association, Inc.
(hereinafter referred to as the “Corporation”).
ARTICLE TWO
The Corporation is a non-profit corporation organized pursuant to the
provisions of the Texas Non-Profit Corporation Act.
No part of the income of the Corporation shall inure to the benefit of
any of its members or any other individual.
The Corporation shall not carry on any activity for the profit of its
members, or distribute any gains, profits, or dividends to any of its members or
engage, except to an insubstantial degree, in any activities which are not in
furtherance of the primary purpose of the Corporation.
ARTICLE THREE
The period of duration of the Corporation is perpetual.
ARTICLE FOUR
The street address of the initial registered office of the Corporation is
Suite 305, 3311 Richmond Avenue, Houston, Texas 77098, and the name of its
initial registered agent at such address is Locke A. Braly.
ARTICLE FIVE
The primary purpose for which the Corporation is formed is to be and
constitute the corporation to which reference is made in that certain
Declaration of Covenants, Conditions and Restrictions for Park Pointe, Sections
One, Two and Three (hereinafter called the “Declaration”) recorded or to be
recorded in the Office of the County Clerk of Harris County, Texas, as the same
may be amended from time to time in accordance with the provisions thereof, to
exercise all rights and powers specified in the Declaration, in the
Corporation’s by-laws (the “By-Laws”), and as provided by law, and to
further the interests of the owners of the property subject to the Declaration,
and such other property as may hereafter be annexed to the jurisdiction of the
Corporation.
In furtherance of its purposes, the Corporation shall have the following
powers, which, unless indicated otherwise by the Declaration or the By-Laws, may
be exercised by the Corporation’s Board of Directors:
A.
all of the powers conferred upon non-profit 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 these Articles, the
Declaration, or the By-Laws, including, without limitation, the following:
(i)
preparing and adopting annual budgets of the Corporation’s expenses;
(ii)
making assessments to defray the Corporation’s expenses as set forth in
the Declaration and collecting such assessments;
(iii)
providing for the operation, care, upkeep, and maintenance of all of the
property and facilities owned by the Corporation and the property and facilities
within or in the vicinity of the property within the jurisdiction of the
Corporation not owned by the Corporation as set forth in the Declaration;
(iv)
designating, hiring, and dismissing the personnel necessary for the
operation of the Corporation and the maintenance, operation, repair, and
replacement of its property and, where appropriate, providing for the
compensation of such personnel and for the purchase of equipment, supplies, and
materials to be used by such personnel in the performance of their duties;
(v)
collecting the assessments, depositing the proceeds thereof in a bank
depository which it shall approve, and using the proceeds to operate the
Corporation;
(vi)
making and amending rules and regulations;
(vii)
opening bank accounts on behalf of the Corporation and designating the
signatories required;
(viii)
making or contracting for the making of repairs, additions, and
improvements to or alterations of the Corporation’s property in accordance
with the provisions of the Declaration after damage or destruction by fire or
other casualty;
(ix)
enforcing the covenants, conditions, and restrictions created by the
Declaration, and the rules and regulations adopted by the Corporation, and
bringing any proceedings which may be instituted on behalf of or against the
owners of property subject to the Declaration;
(x)
obtaining and carrying insurance against casualties and liabilities as
provided in the Declaration, including directors and officers liability
insurance, and paying the premium cost thereof;
(xi)
paying the cost of all services rendered to the Corporation or its
members and not chargeable directly to specific owners;
(xii)
keeping books with detailed accounts of the receipts and expenditures
affecting the Corporation and its administration, specifying the maintenance and
repair expenses and any other expenses incurred;
(xiii)
making available (for a reasonable charge) to any prospective purchaser
of a portion or the property subject to the Declaration or any mortgagee, and
the holders, insurers, and guarantors of a mortgage, current copies of the
Declaration, these Articles, the By-Laws, the rules governing such property and
all other books, records, and financial statements of the Corporation;
(xiv)
permitting utility suppliers and suppliers of other services to use
portions of the Corporation’s property;
(xv)
engaging in activities which will foster, promote, and advance the common
interests of the owners of property subject to the Declaration;
(xvi)
buying or otherwise acquiring, selling, or otherwise disposing of,
mortgaging, or otherwise encumbering, exchanging, leasing, holding, using,
operating, and otherwise dealing in and with real and personal property of all
kinds and any right or interest therein for any purpose of the Corporation, which shall include the power to
foreclose its lien on any property subject to the Declaration, by judicial or
nonjudicial means;
(xvii)
borrowing money for any purpose subject to such limitations as may be
contained in the Declaration or the By-Laws;
(xviii)
entering into, making, performing, and enforcing contracts of every kind
and description, and doing all other acts necessary, appropriate, or advisable
in carrying out any purpose of the Corporation, with or in association with any
other association, corporation, or other entity or agency, public or private;
(xix)
acting as agent, trustee, or other representative of other corporations,
firms, or individuals, and as such to advance the business or ownership
interests in such corporations, firms, or individuals;
(xx)
adopting, altering, and amending or repealing such By-Laws as may be
necessary or desirable for the proper management of the affairs of the
Corporation; provided, however, such By-Laws may not be inconsistent with or
contrary to any provisions of the Declaration; and
(xxi)
providing or contracting for services benefiting the property subject to
the Declaration, including, without limitation, garbage removal and any and all
supplemental municipal services as may be necessary or desirable.
The foregoing enumeration of powers shall not limit
or restrict in any manner the exercise of other and further rights and powers
which may not or hereafter be allowed or permitted by law; and the powers
specified in each of the paragraphs of this Article are independent powers, not
to be restricted by reference to or inference from the terms of any other
paragraph or provisions of this Article.
ARTICLE SIX
The Corporation shall be a membership corporation without certificates or
shares of stock. Each and every
person or entity who owns a Lot (as defined in the Declaration) within the
property subject to the jurisdiction of the Corporation, including contract
sellers, but excluding any person or entity who holds an interest merely as
security for the performance of an obligation or those owning an easement right,
a mineral interest, or a royalty interest, shall be a member of the Corporation
(such persons or entities being hereinafter referred to as an “Owner”).
Membership in the Corporation shall be appurtenant to and may not be
separated from ownership of a Lot.
ARTICLE SEVEN
The Corporation shall have two classes of membership:
(a)
CLASS A. Class
“A” Members shall initially be all Owners with the exception of the
Declarant (as defined in the Declaration).
Class “A” Members shall be entitled to one (1) vote for each Lot of
which they are the Owner. In the
event the Owner of a Lot is one or more persons or entities, the vote for such
Lot shall be exercised as those Members among themselves determine but in no
event shall more than one vote be cast with respect to each Lot in which such
Members own undivided interests. The
vote for such Lot shall be suspended in the event more than one Member seeks to
exercise it. The voting rights of a
Lot owned by a corporation, a partnership or other entity shall be exercised by
the individual designated from time to time by the Owner in a written instrument
provided to the Secretary of the Corporation.
(b)
CLASS B. The Class
“B” Member shall be the Declarant who shall be entitled to nine (9) votes
for each Lot of which it is the Owner.
The Class “B” Membership shall cease and be converted
to Class “A” membership on the earlier of (i) the date that the number of
Class “A” votes equals the number of Class “B” votes or (ii) on December
31, 2010 or such earlier date that the Declarant, in its discretion, so
determines and records an instrument to such effect in the real property records
of Harris County, Texas.
ARTICLE EIGHT
The Corporation shall act through a board of directors (the “Board of
Directors” or the “Board”), which shall manage the affairs of the
Corporation as specified in the By-Laws. The
Board shall contain three (3) members. Members
of the Board need not be members of the Corporation.
The names and addresses of the initial Board of Directors who are to
serve until their successors are appointed or elected are:
(1)
Antonio Ballesca
Suite 350, 3311 Richmond Ave.
Houston, Texas 77098
(2)
Kentner P. Shell
Suite 350, 3311 Richmond Ave.
Houston, Texas 77098
(3)
Locke A. Braly
Suite 350, 3311 Richmond Ave.
Houston, Texas 77098
The number of directors may be changed by amendment of the
Corporation’s By-Laws.
The method of election of members of the Board, removal and filing of
vacancies, and the term of office of directors shall be as set forth in the
By-Laws. The Board may delegate
such operating authority to such companies, individuals, or committees as it, in
its discretion, may determine.
ARTICLE NINE
In furtherance and not in limitation of the powers conferred by the laws
of the State of Texas, the authority to adopt, amend or repeal the By-Laws of
the Corporation shall vest exclusively in the Corporation’s members.
ARTICLE TEN
The Corporation reserves the right to amend or repeal any provision of
these Articles in the manner now or hereafter prescribed by law; provided,
however, any amendment of these Articles must be approved by two-thirds (2/3rds)
vote of each class of the members of the Corporation who are voting, in person
or by proxy, at a meeting duly called for such purpose.
ARTICLE ELEVEN
In the event of the dissolution of the Corporation, the assets of the
Corporation shall be dedicated to an appropriate public agency to be used for
purposes similar to those for which the Corporation was created.
In the event that such dedication is refused acceptance, such assets
shall be granted, conveyed and assigned to any non-profit corporation,
association, trust or other organization to be devoted to such similar purposes.
ARTICLE TWELVE
The name and address of the incorporator of the Corporation is:
Richard L. Rose
800 First City Tower
1001 Fannin Street
Houston, Texas 77002
ARTICLE THIRTEEN
The Corporation shall indemnify any person who is or was a director of
the Corporation against judgments, penalties, fines, settlements, and reasonable
expenses actually incurred by such person in connection with any action, suit,
or proceeding, whether civil or criminal in nature, in which he is made a party
by reason of being or having been a director or serving at the Corporation’s
request to the fullest extent permitted by the Texas Non-Profit Corporation Act
or the Texas Miscellaneous Corporation Laws Act.
IN WITNESS WHEREOF, for the purpose of forming this corporation under the
laws of the State of Texas, the undersigned has executed these Articles
of Incorporation this 18th (hand-written) day of March
(hand-written), 1996.
(signature of Richard L. Rose)
Richard L. Rose
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