Castlebury Ct/FP-CS 990505 2i4 .~,,-~ ~.l
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May 5, 1999
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Fred Phillips
The Ryl~d Group
12200 Ford Road, Suite 400
Dallas, Texas 75234
Re: Castlebuo, Homeox~-mers' Association Documents
De~ Fred:
Pursuant to your request, enclosed please find the following documents in connection
with the above-referenced subdivision:
1. Articles of Incorporation
2. Written Consent of Directors
3. Bylaws
4. Declaration of Covenants, Conditions & Restrictions
Please review these documents and make any necessary revisions and return them to me
for further processing. Bob Feroze is simultaneously reviewing these documents and I will
advise you of any other necessary revisions pursuant to his examination. As always, if you need
any additional assistance please do not hesitate to call.
Sincerely,
Carolyn Glover
Legal Assistant
Attachments
cc: Mark Gaines (w/attach.)
Bob Feroze (w/attach.)
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010132.00052:0432969.01
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May 5, 1999
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VIA HAND DELIVERY
Fred Phillips
The Ryland Group
12200 Ford Road, Suite 400
Dallas, Iexas 75234
Re: Castlebury Homeowners' Association Documents
Dear Fred:
Pursuant to )'our request, enclosed please find the following documents in connection
with the above-referenced subdivision:
1. Articles of Incorporation
2. Written Consent of Directors
3. Bylaws
4. Declaration of Covenants, Conditions & Restrictions
Please review these documents and make any necessary revisions and return them to me
for further processing. Bob Feroze is simultaneously reviewing these documents and I will
advise you of any other necessary revisions pursuant to his examination. As always, if you need
any additional assistance please do not hesitate to call.
Sincerely,
Carolyn Glover
Legal Assistant
Attachments
cc: Mark Gaines (w/attach.)
Bob Feroze (w/attach.)
A Registered i. imitcd L,al-:h:y [)artncrsh~? !ncladmg ?:'o[css,(:,:~2i
O l 0132.00052:0432969.01
ARTICLES OF INCORPORATION
OF
CASTLEBURY HOMEOWNERS' ASSOCIATION, INC.
The undersigned natural person of the age of eighteen (18) years or more, a citizen of the
State of Texas, acting as incorporator of a corporation under the Texas Non-Profit Corporation
Act, hereby adopts the following Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is CASTLEBURY HOMEOX¥~ERS' ASSOCIATION.
INC., hereinafter sometimes called the "Association."
ARTICLE II
The Association is a nonprofit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purposes for which the Association is organized are to administer the
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR
CASTLEBURY, filed or to be filed for record in the Official Public Records of Real Property of
Dallas County, Texas, as same may be amended from time to time ("the Declaration"), which
affects Castlebury, a residential development in Dallas County, Texas ("Subdivision"), and
reference being hereby made thereto for all purposes; to provide for the acquisition, construction,
management, maintenance, operation and care of property as provided in the Declaration and, in
general, to promote and foster civic pride and high standards of property ownership,
development and maintenance in the Subdivision and any addition or additions thereto as ma3-'
hereafter be brought within the jurisdiction of the Association, and for such purposes to:
(a) perform all of the duties and obligations of the Association as set forth in
the Declaratiom which the Association is not precluded by lax',, to exercise and perform;
and
(b) cause to be enforced (i) the restrictions and covenants imposed upon all or
part of the Subdivision by the Declaration, and (ii) the restrictions and covenants, if any,
legally imposed hereafter upon the Subdivision by deed or otherwise; and
(c) to acquire (by gift, deed, lease or otherwise), ovm, hold, improve, operate,
maintain, sell, lease, convey, dedicate for public use, otherwise dispose of and/or alienate
010132.00052:0432701.01
real and personal property as the Association may deem necessary or appropriate and/or
as provided in the Declaration;
(d) to borrow money, and mortgage, pledge or othenvise encumber, alienate
or hypothecate any or all of its real or personal property as security for money borrowed
or debts incurred to conduct the lawful affairs of the Association;
(e) to have and exercise any and all powers, rights and privileges which a
corporation organized and existing under the Texas Non-Profit Corporation Act may by
law now or hereafter have and exercise;
PROVIDED, HOWEVER, any of the foregoing provisions of this Article IV to the contrary
notwithstanding, the Association is organized and shall be operated exclusively for civic and
community sen, ice and other nonprofit purposes, and no part of any net earnings or other assets
of this Association shall inure to the benefit of any Member of the Association or any owner in
the Subdivision.
ARTICLE V
The street address of the initial registered office of the Association is Three Metro
Square, 12200 Ford Road, Suite 400, Dallas, Texas 75234, and the name of its initial registered
agent at such address is Fred Phillips.
ARTICLE VI
The number of directors constituting the initial Board of Directors is three (3), and the
names and addresses of the persons who are to sen'e as the initial directors are:
NAME ADDRESS
Fred Phillips Three Metro Square, 12200
Ford Road, Suite 400
Dallas, Texas 75234
MarkGaines Three Metro Square, 12200
Ford Road, Suite 400
Dallas, Texas 75234
Tim Litinas Three Metro Square, 12200
Ford Road, Suite 400
Dallas, Texas 75234
010132.00052:0432701.01
ARTICLE VII
The name and street address of the incorporator is:
NAME ADDRESS
Fred Phillips Three Metro Square
12200 Ford Road, Suite 400
Dallas, Texas 75234
ARTICLE VIII
A. Every person who is a record owner of a fee or undivided fee interest in any lot
within the Subdivision shall be a member of the Association (a "Member"). The foregoing is not
intended to include persons or entities who hold an interest merely as security for the
performance of any obligation. Membership shall be appurtenant to and may not be separate
from ownership of any lot that is subject to assessment by the Association. Ownership of such
lot shall be the sole qualification for Membership.
B. The Association shall have two classes of voting membership:
Class A. Except as provided below for "Class B" members, each owner of a lot
shall be a Class A member. Each Class A member shall be entitled to one vote for each
lot in which such member holds a fee or undivided fee interest, but in no event shall more
than one vote be cast with respect to any lot.
Class B. Declarant (as said term is defined in the Declaration) shall be the sole
Class B member and shall be entitled to five votes for each lot owned by the Declarant.
ARTICLE IX
The conditions and regulations of membership in the Association shall be determined and
fixed by these Articles of Incorporation and by the Bylaws; PROVIDED, HOWEVER, that no
part of the net earnings of the Association shall ever be distributed or shall otherwise inure to the
benefit of any Member of the Association (or any ovmer in the Subdivision); and FURTHER,
PROVIDED, that in the event of the liquidation, dissolution or winding up of the Association.
whether voluntary or involuntary, the directors shall dispose of all property and assets of the
Association, including, without limitation, all undistributed income earned thereon, after the
payment, satisfaction and discharge of all liabilities and obligations of the Association, or the
making of adequate provision therefor in such manner as they, in the exercise of their absolute
discretion, and by majority vote, shall determine; however, such disposition shall be exclusively
in the furtherance of the purposes for which the Association is formed, and the property and the
assets of the Association shall not accrue to the benefit of any officer, director, Member, or any
individual having a personal or private interest in the affairs of the Association or any
organization which engages in any activity in which the Association is precluded from engaging.
010132.00052:0432701.01
ARTICLE X
No director of the Association shall be liable to the Association or its Members for
monetaw damages for an act or omission in the director's capacity as a director, except that this
Article does not eliminate or limit the liability of a director for (i) a breach of a director's duty of
loyalty to the Association or its Members; (ii) an act or omission not in good faith or that
involves intentional misconduct or a knowing violation of the law; (iii) a transaction from which
a director received an improper benefit, whether or not the benefit resulted from an action taken
within the scope of the director's office; or (iv) an act or omission for which the liability of a
director is expressly provided for by statute. If the Texas Miscellaneous Corporation Laws Act
or any other statute is amended subsequently to the filing of these Articles of Incorporation to
authorize corporate action further eliminating or limiting the personal liability of directors, then
the liability of a director of the Association shall be eliminated or limited to the full extent
permitted by such statute, as so amended.
Any repeal or modification of the foregoing paragraph by the Members of the
Association shall not adversely affect any right or protection of a director of the Association
existing at the time of such repeal or modification.
IN WITNESS WHEREOF, I have set my hand this __ day of .1999.
Fred Phillips, incorporator
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