CORPORATH CHRTIFICATH

Transcription

1 CORPORATH CHRTIFICATH FAIRWAY VILLAGE COMMUNITY ASSOCIATION =g =8 -_ E= =? =! E=r± The undersigned certifies that he is the Attorney for Fairway Village Community Association =E tuhbed::tss±so nc ]:t #o';);go:heeryacs::: tayt, Tnex±:s:haeccporr d::g o t ene:;'p :Srs::i:tt]h enre: frr:ca:: eady fyil]:gk'a: Records of Montgomery County, Texas. The Association is a Texas non-profit corporation, and attached to this certificate is a true and correct copy of the ARTICLES 0F AMENDMENT T0 THE ARTICLES 0F INCORPORATION 0F FAIRWAy VILLAGE CoMMUNITy ASSoCIATloN and the original Articles of Incorporation of the Fairway Village Community Association. Signedthis4fadayofApril,2016. ``JFnoF= 'ZL BRyALN P. HOWLER, Attorney for the Association STATE OF TEXAS COUNTY OF MONTGOMERY SWORNTOANDSUBSCRIBEDBEFOREMEontheJL4LdayofApril,2016,byBRyANP. FOWLER, attorney for FAIRWAy VILLAGE COMMUNITy ASSOCIATION, a Texas non-profit coaporation, on behalf of said corporation. THE STATE OF TEXAS COUNTY OF MONTGOMERY This instrument was acknowledged before me on the ±Lf-day of April, 2016, by BRyAN P. FOWLER, Attorney for FAIRWAY VILLAGE COMMUNITY ASSOCIATION, a Texas non-profit corporation, on behalf of said corporation. AFTER RECORDING RETURN TO: The Fowler Law Firm 300 West Davis, Suite 510 Conroe, Texas 77301

2 ARTlcLEs OF AMENDn"NT TO THE ARTIcliES O.F INCORPORATION OF FAIRWAy vlljlage coinunity AssoclATld ~j::;i;=jif`: ST aei*»`4--`. r`.`c-..a... ". il.ed lil I.t].a Cffi+u rf i;,.. T`=.r`Jjl C! :`',{:..-, 1-``( `1 I.t Pursuant to the provisions of Article 4.03 of the Texas Non-Profit Corporation Act, the undersigned corporation, FAIRWAY VIIjLAGE ASSOCIATION, adopted the following Articles of Amendment to its Articles of Incorporation for the benef it of the corporation and the residents of RIVER PLANTATION, FAIRWAY VILLAGE, a subdivision in Montgomery County, Texas. ARTICLE I The Articles of Incorporation of FAIRWAY VII.LAr,E COMMUNITY ASSOCIATION, under Article numbered four (IV) with regard to the purpose or purposes for which the corporation is organized, provide as follows, to-wit: "The purpose or purposes for which the corporation ls organized are: To provide for maintenance, preservation and architectural control of the residential lots and Common Area within River Plantation, Fairway Village, a subdivision in Montgomery County, Texas, or any other areas created by the dedication of additional property to the subdivision by the developer and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereaf ter be br'ought within the jurisdiction of this Association for this purpose to: (a) exercise the powers and privileges and to perform all of the duties and obligations as set forth in those restrictions applicable to the property and recorded in Montgomery County Deed Records;

3 (b) fix, levy, collect and enforce payment by any lawful means all charges or assessments pursuant to the terms of the Restrictions, to pay all expenses ln 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. (a) acquire (by gift, purchase, or otherwise), 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 af fairs of the Association; (d) borrow money, mortgage, pledge, deed in trust, or hypothecate any or all its real or personal property as security for borrowed money or debts incurred; (e) dedicate, sell, or transfer alll or any part of the Common Area to any public \ agency, authority, or utility company. (f) participate in mergers and consolidations with other non-prof it corporations organized for the same purposes or annex additional residential property and Common Area. (g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Prof it Corporation -2-

4 of the State of Texas by law may now or hereafter have to exercise. ARTICLE 11 The following amendment to Article numbered four (IV) of the Articles of Incorporation of FAIRWAY VIIiLAGE COMMUNITY ASSOCIATION, was adopted by the corporation on the JLa2Lfrday of 1977, and the said Article numbered four (IV) shall hereafter read as follows, to-wit: The exclusive purpose for which this not-forprofit corporation is organized is to promote the social and civic welfare of the corrmunity known as River Plantation Fairway Village, (herein called the "Property"), in Montgomery County, Texas. Pursuant to this purpose, the Corporation shall acquire, erect, operate and maintain public works, not for profit, but exclusively to promote the public inter`est of such area. No part of the earnings of the Corporation shall inure to the benefit of any private person or entity. The Corporacion shall not carry on propaganda or otherwise attempt to influence legislation or participate ln or intervene in any political campaign. Subject always to the provisions of this paragraph, the Corporation shall be authorized: (a) To own, maintain, provide, manage and operate all types of recreational and sports facilities; (b) To maintain, conduct, manage and operate a private club for sports and recreational activities of all types for the use and benefit of its members; (c) To supervise, control and manage the maintenance, improvement and beautification of residential subdivisions and the public areas located therein and o collect assessments for such purposes; (d) To exercise all of the powers and privileges and to perform all of the duties and obligations of the Corporation as set forth in these certain Restrictions, (hereinafter called the "Restrictions"), applicable to the Property and recorded or to be recorded in the Of f ice of the Montgomery County Clerk and as the same may be amended from time to time. (e) To fix, levy, collect and enforce payment by any lawful means, al`l charges or assessments pursuant to the terms of the Restrictions; to pay all expenses in connection therewith and all of f ice and other expenses -3-

5 incident to the conduct of the business of the Corporation, including all licenses, taxes or governmental charges levied or imposed against the property of the Corporationj (f ) To acquire (by gift, purchase or otherwise), 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, subject to Part Four of the Texas Miscellaneous Corporation I.aws Act; (g) To borrow money, and with the assent of two-thirds (2/3rds) of the member votes, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; (h) To dedicate, sell and 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 the members. No such delegation or transfer shall be effective unless an instrument has been signed by two-thirds (2/3rds) of the member votes, agreeing to such dedication, sale or transfer; (i) To participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, provided that any such merger, consolidated or annexation shall have the assent of two-thirds (2/3rds) of the member votes; (j) In general, to carry out any other business in connection with the foregoing, and to have and exercise all of the powers conferred by the laws of the State of Texas upon corporations formed under the Texas Non-Prof it Corporation Act and to do any and all df the things hereinbefore set forth to the same extent as natural persons might or could do. ARTICLE Ill The Articles of Incorporation of FAIRWAY VILljAGE COMMUNITY ASSOCIATION, under Article numbered six (VI) with regard to membership in FAIRWAY VILLAGE COMMUNITY ASSOCIATION, provide as follows, to-wit: "The corporation shall have no members." -4-

6 ARTICLE IV The following amendrent to Article numbered six (VI) of the Articles of Incorporation of FAIRWAY VILLAGE COMMtJNITY ASSOCIATION was adopted by the corporation on the jalselday of 1977, and the said Article numbered six (VI) shall hereafter read as follows, to-wit: "Every person or entity who is record owner of a fee or undivided fee interest in any Lot within the Property which is subject by covenants of record to assessment by the Corporation, including contract sellers, shall be a member of the Corporation, and shall be entitled to one vote for each lot owned (called "Member Votes"). When more than one person holds an interest in any lot, all Such persons shall be members. The vote for such lot shall be exercised as they determine, but in no event shall more than one vote be cast with respect to any Lot. the foregoing is not intended to include persons or entities who hold an interest merely as security for the per formance of an c>bligation. Membership shall be appurtenant to and may not be separated from ownership of any Iiot which is subject to assessment by the Corporation." ARTICLE V The Articles of Incorporation of FAIRWAY VILLAGE CormuNITY ASSOCIATION under Article numbered ten (X) with regard to property of the Corporation, provide as follows, to-wit: "All of the property of this Corporation shall be held and administered to ef fectuate its purposes. In the event of liquidation, dissolution or winding up of this Corporation, whether voluntary or involuntary, all assets not otherwise required to be distributed or applied pursuant to the Texas Non-Prof it Corporation Act shall be dedicated to the public or conveyed to Harris County, Texas, in trust for the public." ARTICLE VI The following amendment to Article numbered ten (X) of the Articles of Incorporation of FAIRWAY VIIjljAGE COMMUNITY AssoclATloN was adopted by the corporation on the jalfeday of mlf`ech, 1977, and the said Article numbered ten (x) shall hereafter read as follows, to-wit: -5-

7 ''The Corporation may be dissolved upon the affirmative vote of notuless then two-thirds (2/3rds) of the meinber votes. Upon dissolution of the Corporation, other than incident to a merger or consolidation, the assets of the Corporation shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Corporation was created. In the event that such dedication is refused acceptance, such assets s'hall be granted, conveyed and assigned to any non profit corporation, association, trust or other organization to be devoted to such purposes." ARTICLE VII The following amendment to the Articles of Incorporation of FAIRWAY VIIjLAGE COMMUNITY ASSOCIATION was adopted by the corporation'ontheifairfudayof 1977, and said amendment shall be made a part of said Articles of Incorporation as Article numbered eleven (XI), and said Article numbered eleven (XI) shall read as follows, to-wit: "Amendment of these Articles shall require the affirmative votes of two-thirds (2/3rds) of the member votes of the Corporation." ARTICLE VIII The foregoing amendments to the Articles of Incorporation of FAIRWAY VII,LAGE COMMUNITY ASSOCIATION were duly adopted at a meeting of the Board of Directors of the Corporation held on the ±aieday of in_e!ectl, 1977, at which all Directors were present, there being no members having the right to vote with respect thereto, and all said amendments received at least two-thirds (2/3rds) of the votes of such Directors at the meeting. FAIRWAY VILLAGE COMMUNITY ASSOCIATION -6-

8 ARTICLES OF INCORPORATION of THE FnED FAIRWAY VILLAGE COMMUNITY ASSOCIATI0Nseorrenfeo:g=e :fthteexas JAM Deputy#2C?r:ora#vlslon We, the undersigned natural persons of the age of twentyone (21) years or more, at least two 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 of such corporation: ARTICLE I The name of the corporation is FAIRWAY VILLAGE COMMUNITY ASSOCIATION, hereafter called the "Association". ARTICLE 11 The corporation is a non-profit corporation. ARTICLE Ill The period of its duration is perpetual. ARTICLE IV The purpose or purposes for which the corporation is organized are: To provide for maintenance, preservation and architectural control of the residential lots and Common Area within RIver Plantation, Fairway Village, a subdivision in Montgomery County, Texas, or any other areas created by the dedication of additional property to the sutdivision by the developer and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to: (a) exercise the powers and privileges and to perfom an of the duties and obhigations as set forth in those restrictions apphicable to the property and recorded in Montgomery County Deed Records; (b) fix, levy, couect and enforce payment by any lawful means an charges or assessments pursuant to the terms of the Restrictions, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association including au licenses, taxes, or govemmental charges levied or imposed against the property of the Association. (c) acquire (by gift, purchase, or otherwise), 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; 11

9 (d) borrow money, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for borrowed money or debts incurred; (e) dedicate, sell, or transfer au or any part of the Common Area to any public agency, authority, or utility Company. (f) participate in mergers and consolidations with other non-profit corporations organized for the same purposes 6r annex additional residential property and Common Area. (g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Coaporation Law of the State of Texas by law may now or hereafter have to exercise. ARTICLE V The street address of the initial registered office of the corporation is 1929 Allen Parkway, and the name of its initial registered agent at such address is R. H. Basden. ARTICLE VI The corporation shall have no members. ARTICLE VII The name and street address of each incorporator is: Name, R. H. Basden 8. G. Butler Jerry Gamble ARTlcLE VIn Address 1929 Allen Parkway 1929 Allen Parkway 1929 Allen Parkway The affairs of this Association shall be managed by a board of five directors. The number of directors may be changed ty amendment of the by-laws of the Association, but in no event shall the Board of Directors number less than five. The names and addresses of the persons who are to act in the capacity of initial directors are: Name R. H. Basden Address 1929 AIlen Parkway 8. G. Butler Jeny Gam61e 1929 Allen Parkway 1929 AIlen Parkway -2-

10 J. R. Dupuy 1929 AIlen Parkway Betty Ford 1929 AIlen Parkway The Directors shau continue to serve untfl their successors are selected and qualified in the manner provided in the By-laws of the Corporation. ARTICLE K No part of the revenues of this corporation sham ever inure, directly or indirectly, to the benefit of any private person or entity, and no director, officer of any other persons, at any time, either upon dissolution of this Corporation or in any other event, shall be considered the ouner of or entitled to any extent, to any of the assets, funds, properties or profits of this Corporation, au of which sham be used exclusively for the purposes for which this Corporation is formed. its purposes. ARTICLE X Au of the property of this Corporation sham be held and administered to effectuate In the event of fiquidation, dissolution or winding up of this Corporation, whether voluntary or involuntary, an assets not otherwise required to be distributed or applied pursuant to the Texas Non-Profit Coaporation Act shan be dedicated to the public or conveyed to Montgomery County, Texas, in trust for the pubnc. \ IN WITNESS WHEREOF, we have hereunto set our hands this jl day of -)_1973. THE STATE OF TEXAS I COINTY OF HARRIS I ;:ros::'a:;oifaerfefi::etga : being by me first duly sworn severally declared that they are the persons who signed the foregoing documents as incorporators, and that the statements therein contained are tnle. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year written above. Haris County, Texas -3-

11 Doc# Ow#ifJrty FILED FOR RECORD COUNTY CLEF3K MONTGOMERY COUNTY. TEXAS STATE OF TEXAS COUNTY OF MONTGOMERY I hereby certify this instrument was filed in file number sequence on the date and at the time stamped herein by me and was duly RECORDED in the Official Public Records of Montgomery County, Texas. 04/12/2016 7apdrkJrty County Clerk Montgomery Cctunty` Texas