AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VILLAGE PROPERTY OWNERS ASSOCIATION, INC.

Transcription

1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF VILLAGE PROPERTY OWNERS ASSOCIATION, INC. This is to certify that on January 31, 2009, a meeting was held at Ranch Road 12, Wimberley, TX 78676, at which time a quorum was present, and the amended and restated articles received at least a two thirds vote of the members entitled to vote, and said vote was in favor of amending and restating the Articles of Incorporation, in their entirety. Each amendment has been effected in conformity with the provisions of the Texas Non-Profit Corporation Act. The instrument accurately copies the articles of incorporation and all amendments thereto that are in effect to date and further amended by these restated articles of incorporation, and contains no other change in any provision. The text of the entire articles of incorporation as the articles are now amended to read. Article 1 - Corporate Name and Filing Number The name of the corporation is as set forth below: The Village Property Owners Association The filing number issued to the corporation by the secretary of state is: The amended name of the corporation is: Village Property Owners Association, Inc. Article 2 - Amended Corporate Name Article 3 - Registered Agent and Registered Office The registered agent is an individual resident of the state whose name is set forth below. Faye R. Shaw The business address of the registered agent and registered office is: 4 Townhouse Circle, Wimberley, TX Page 1 of 5

2 Article 4 - Non-Profit Corporation The corporation is a Texas non-profit corporation and does not contemplate pecuniary gain or profit to the members or render compensation to the Board directors. Hereafter, the corporation may also be referred to as the VPOA or the Association. Article 5 - Duration The corporation period of duration is perpetual. Article 6 - Purposes and Powers The general purpose of the Association is the administration, collection, and distribution of the maintenance dues or fees, the preservation of property values, and the architectural control and enhancement of the lots and common areas as described and platted into that certain subdivision known as Woodcreek Village, Section 1, and that certain subdivision known as Woodcreek Village, Section IA, as recorded and described in the real property records of Hays County, TX, in Volume 1, pages , Volume 2689, pages , and Volume 302, pages The powers of the Association shall include all of the powers, duties, authorizations and responsibilities as provided in the Texas Non-Profit Corporation Act, and all the implied powers necessary and proper to carry out its express powers. Article 7 - Bylaws and Membership Bylaws shall govern the business and workings of the Association, and every lot owner shall be a member of the Association. Article 8 - Board of Directors The management of the corporation is vested in its Board of Directors. The minimum number of directors shall be three. The Bylaws shall provide qualifications, selection process, duties, terms, and other matters as relate to the Board of Directors. The current directors are: (1) Faye Shaw, 4 Townhouse Circle, Wimberley, TX (2) Janet Allison, 35 Marina Circle, Wimberley, TX (3) Kathleen Lloyd, 12 Townhouse Circle, Wimberley, TX Article 9 - Voting Each lot shall be represented by only one (1) vote on any issue, including lots with joint owners, and any vote of the members, vote of the membership, or vote of the lot Page 2 of 5

3 owners, shall mean, refer to, and be restricted to one (1) vote for each lot on any issue. Lots owned by the VPOA shall not be counted in any vote or have voting rights attributed to the lots in any manner. Lot owners shall have the right to vote by proxy on any issue. All other voting practices shall be in accordance with the voting requirements and restrictions as set forth in the Bylaws. Article 10 - Ballot Votes Ballot votes shall be mandatory when voting includes amendments to the Articles of Incorporation or Association Bylaws, or when voting pertains to the authority to mortgage, property conveyance and property annexation, dissolution of the corporation, or the termination or release from membership of any subdivision or common property area. Ballots shall be counted and verified in writing by a ballot committee of not less then three (3) non-board members. Any other voting requirements and restrictions as set forth in the Bylaws shall apply to a ballot vote. Article 11 - Authority to Mortgage and Debt The Association has the authority to borrow money. The Association may mortgage or pledge any or all of its real property or personal property, or a portion of its total annual maintenance dues or fees as security for money borrowed. In any given year, all Association debt shall not exceed four (4) times the total of the annual maintenance dues or fees billed in that year, and the annual debt repayment shall not exceed twentyfive percent (25%) of the total maintenance dues or fees billed in that year. An approval vote by the lot owners representing two thirds (2/3) of the lots in the Association shall be required prior to the borrowing of any money or any commitment to borrow money is signed. Article 12 - Conveyance No conveyance, transfer, easement or use rights, lease, gift, exchange, assignment, or dedication, real or implied, of any real or personal Association property, may be exercised without a prior approval vote by the lot owners representing two thirds (2/3) of the lots in the Association. Article 13 - Annexation The membership may annex additional properties or common areas into the VPOA. An approval vote by the lot owners representing one half (1/2) of the lots in the Association shall be required to annex. Page 3 of 5

4 Article 14 - Termination or Release The membership may terminate or release from membership any subdivision and its associated common area property within the VPOA. An approval vote by the lot owners representing one half (1/2) of the lots in the Association shall be required to terminate or release. Article 15 - Amending the Articles The membership may amend the Articles of Incorporation. An approval vote by the lot owners representing two thirds (2/3) of the lots in the Association shall be required to amend. Article 16 - Dissolution The corporation may be dissolved with an approval vote by the lot owners representing two thirds (2/3) of the lots in the Association. The corporation is a non-profit corporation. When it dissolves, all of its assets will be distributed to the State of Texas or an organization exempt from taxes under Internal Revenue Code, Section 501(c)(3) for one or more purposes exempt under the Texas franchise tax. Article 17 - Statement of Approval The amendments to the Articles of Incorporation have been approved in the manner required by the Texas Business Corporation Act and by the constituent documents of the corporation. Effectiveness of Filing This document will be effective when the document is filed by the secretary of state. Execution The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document Date Faye R. Shaw Signature of Authorized Officer Page 4 of 5

5 This document is not a certified or a stamped record copy, and may not be used for any purpose requiring a certified or stamped record copy. This document is a true and correct copy as held for general use and information by the Village Property Owners Association, Inc. These Restated Articles and the Certificate of Restated Articles were filled in the Office of the Secretary of State of Texas on April 2, Certified document copies may be obtained from said office. Page 5 of 5