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Enclaves/FP-CS 950302KASMIR ;r,. KRAGE, L.L.P. ATTORNEYS AND COUNSELORS AT LAW 2001 BRYAN TOWER SUITE 2700 DALLAS, tEXAS 751E01-3059 ~14/969-7 SO0 TELECOPIER March 2, 1995 HAND DELIVERED Robert L. Dillard, III, Esq. Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 North Akard Street Dallas, Texas 75201 Re: The Enclaves on the Parkway, a proposed addition to the City of Coppell, Dallas County, Texas Dear Mr. Dillard: . ~' .:.: ~ Please be advised that our Law Firm represents WPC - Parkway Development Corporation, which is the owner and developer of The Enclaves on the Parkway. In connection with the development of The Enclaves on the Parkway, you will find enclosed herewith the following: (1) With respect to Parkway/Coppell Property Corporation, the owner of the 2.729 acre tract (hereinafter called the "C_.han. nel..T_r.act"), the_~ following documents: / ~,~ . ~f ~. 'i ~..(-~"-~.~ ' ~ ..... (A) Articles of Incorporation of Parkwa~/Coppell - Property Corporation that were filed with the Secretary of State of Texas on December 20,- 1994; ~. .~!.. (B) Certificate of Incorporation of Parkway/ColSpell t -'' Property Corporation that was issued by the ~(.. Secretary of State of Texas 1994; (C) Bylaws of Parkway/Coppell tion; on December 20, J Property Corpora- I~ASMIR ~ I~RAGE, L.L.P. Robert L. Dillard, III, Esq. March 2, 1995 Page 2 (D) Boundary Survey of the 2.729 acre Channel Tract that was prepared by V.L. Matocha, R.P.L.S. with Dowdey, Anderson and Associates, Inc.; and (E) Quitclaim Deed whereby the Channel Tract was conveyed by the Resolution Trust Corporation in its capacity as Receiver for ABQ Federal Savings Bank, Albuquerque, New Mexico, to Parkway/ Coppell Property Corporation, which Quitclaim Deed was dated February 2, 1995, and recorded in Volume 95023, Page 04006 of the Deed Records of Dallas County, Texas. (2) With respect to Homeowners' Association of the Enclaves on the Parkway, Inc., the Texas non-profit corporation to be formed, the following documents: (A) Certificate of Reservation of Corporate Name that was issued by the Secretary of State of Texas on December 16, 1994; (B) Draft of the Articles of Incorporation of Home- owners' Association of The Enclaves on the Parkway, Inc.; (c) Draft of the Bylaws of Homeowners' Association of The Enclaves on the Parkway, Inc.; and (D) Draft of the Declaration of Covenants, Condi- tions and Restrictions for The Enclaves on the Parkway. (3) With respect to The Enclaves on the Parkway, a copy of the proposed Final Plat. KASMIR & KRAG£, L.L.P. Robert L. Dillard, III, Esq. March 2, 1995 Page 3 (4) With respect to The Enclaves on the Parkway, the following documents: (a) Copy of the revisions that were made to the draft of the Development and Maintenance Agreement that was dated February 3, 1995; (B) Revised draft of the Development and Mainte- nance Agreement; (c) Draft of the Special Warranty Deed whereby Lot 23 in Block A will be conveyed by Parkway/ Coppell Property Corporation to the City of Coppell in accordance with Section (7) of the Development and Maintenance Agreement; and (D) Draft of the Release Agreement whereby Lots 1 through 21, inclusive, in Block A will be released from the Development and Maintenance Agree- ment in accordance with Section (13) of the Development and Maintenance Agreement. Please call me after you have had an opportunity to review the enclosed documents. Very truly yours, CDK/lja Enclosures Cyril D. Kasmir KASMIR & KRAGE, L.L.P. Robert L. Dillard, III, Esq. March 2, 1995 Page 4 cc: Mr. David R. Blom President WPC - Parkway Development Corporation (Via hand delivery) (With enclosures) Mr. Jim Witt City Manager City of Coppell (Via hand delivery) (With enclosures) William A. Anderson, P.E. Dowdey, Anderson and Associates, Inc. (Via hand delivery) (With enclosures) ws4\771 SECRE TAR Y OF S TA TE CERTIFICATE OF INCORPORATION OF PARKWAY/COPPELL PROPERTY CORPORATION CHARTER NUMBER 1337263-00 The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles of Incorporation for the above named corporation have been received in this office and are found to conform to law. ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation. Issuance of this Certificate of Incorporation does not authorize the use of a corporate name in this state in violation of the fights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: Effective December 20, 1994 December 20, 1994 Secretary o! St~u~ SECRETARY OF STATE CERTIFICATE OF RESERVATION OF CORPORATE NAME OF HOMEOWNERS' ASSOCIATION OF THE ENCLAVES ON THE PARKWAY, INC. The undersigned, as Secretary of State of Texas, hereby certifies that the above corporate name has been reserved in this office for the exclusive use of CYRIL KASMIR - KASMIR & KRAGE for a period of one hundred twenty days after the date hereof, pursuant to the provisions of Article 2.06 of the Texas Business Corporation Act. This corporate name reservation does not authorize the use of a corporate name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: December 16, 1994 LCS Secretary of State KASM:R & KRAGE ID:21J-220-0230 DEC 15'S4 11:28 No.O04 P.02 To: APPLICATION FOR RESERVATION OF CORPORATE NAME Secretary of State Statutory Filings Division Corporations Section P. O. Box 13697 Austin, Texas 78711-3697 Pursuant to thc provisions of Article 1396-2.04A of thc Tcxas Non- Profit Corporation Act, the u~dersigned hercby applies for reservation of the following corporate namc for a period of one hundred twenW (120) days: HOMEOWNERS' ASSOCIATION OF THE ENCLAVES ON THE PARKWAY, INC. Dated: Decembcr 15, 1994. C-YI~ D. KASMIR, ESQ. KASMIR &. KRAGE, L.L.P. 2001 Bryan Tower - Suit~ 2700 Dallas, Texas 75201-3059 (21/1) 969-7500 \891 ARTICLES OF INCORPORATION Nccre~:~rv of .%ta~e of Texa~ OF PARKWAY/COPPELL PROPERTY CORPORATION co~po~atioa~ Se, aiou I, the undersigned natural person of the age of eighteen (18) years or more, a citizen of the State of Texas, acting as an Incorporator of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for said corporation: ARTICLE ONE The name of the Corporation is PARKWAY/COPPELL PROPERTY CORPORATION. ARTICLE TWO The period of its duration is perpetual. ARTICLE THREE The purpose for which the Corporation is organized is the transac- tion of any or all lawful business for which corporations may be incorpo- rated under the Texas Business Corporation Act. ARTICLE FOUR The aggregate number of shares which the Corporation shall have authority to issue is One Hundred Thousand (100,000), having a par value of One Dollar ($1.00) per share. The shares are designated as Common Stock and shall have identical rights and privileges in every respect. -1- CDK-ws3\948-12/19/94-04:14 PM ARTICLE FIVE The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000.00), consisting of money, labor done or property actually received. ARTICLE SIX The street address of its initial Registered Office is 2001 Bryan Tower, Suite 2700 in Dallas, Dallas County, Texas 75201-3059. The name of its initial Registered Agent at that address is Cyril D. Kasmir. ARTICLE SEVEN The number of Directors constituting the initial Board of Directors is one (1) and the name and address of the person who is to serve as Director until the first annual meeting of the Shareholders or until his successor is elected and qualified are: Cyril D. Kasmir 2001 Bryan Tower Suite 2700 Dallas, Dallas County, Texas 75201-3059 ARTICLE EIGHT The name and address of the Incorporator are: Cyril D. Kasmir 2001 Bryan Tower Suite 2700 Dallas, Dallas County, Texas 75201-3059 -2- CDK-ws3\948-12/19/94-04:14 PM ARTICLE NINE Cumulative voting by the Shareholders of the Corporation at any election for Directors is expressly prohibited. ARTICLE TEN No holder of any shares of the Corporation shall have any preemp- tive right to subscribe for or acquire any additional, unissued or treasury shares of the Corporation or any securities of the Corporation which are convertible into or which carry a right to subscribe for or acquire shares of the Corporation. ARTICLE ELEVEN To the fullest extent permitted by applicable law, as the same may be modified or amended from time to time, no Director of this Corpora- tion shall be liable to this Corporation or its Shareholders for monetary damages for an act or omission in such Director's capacity as a Director of this Corporation. Any repeal or amendment of this Article Eleven shall be prospective only and shall not adversely affect any limitation on the personal liability of a Director of this Corporation existing at the time of such repeal or amendment. IN WITNESS WHEREOF, I have hereunto set my hand this day of December, 1994. CYR~ D. KASMIR INCORPORATOR -3- CDK-ws3\948-12/19/94-04:14 PM BYLAWS OF PARKWAY/COPPELL PROPERTY CORPORATION ARTICLE ONE - OFFICES SECTION ONE. REGISTERED OFFICE. The initial Registered Office of the Corporation in the State of Texas is located at 2001 Bryan Tower, Suite 2700, Dallas, Dallas County, Texas 75201-3059. The location of the Registered Office of the Corporation in the State of Texas may be changed from time to time in the discretion of the Board of the Board of Directors. SECTION TWO. ADDITIONAL OFFICES. The Corporation may also have offices at other places, within or without the State of Texas, in any state where the Corporation is qualified to do business, as the busi- ness of the Corporation may require and as the Board of Directors may from time to time designate. ARTICLE TWO - SHAREHOLDERS' MEETINGS SECTION ONE. PLACE OF MEETINGS. Meetings of the Share- holders shall be held at any place, either within or without the State of Texas, that is designated by the Board of Directors pursuant to authority hereinafter granted to the Board of Directors or by the written consent of all persons entitled to vote thereat. In the absence of any such designa- tion, Shareholders' meetings shall be held at the principal office of the Corporation. SECTION TWO. ANNUAL MEETING. The annual meeting of the Shareholders shall be held on the 15th day of March of each year, at the hour of 10:00 o'clock A.M.; provided, however, should that day fall upon a Sunday or a state or federal legal holiday, then at the same time on the next business day thereafter. At the meeting, Directors shall be elected, reports of the affairs of the Corporation shall be considered and any other business may be transacted which is within the powers of the Sharehold- ers. The date and time of the annual meeting of the Shareholders may be -1- CDK-ws3 \951 changed by appropriate resolution of the Board of Directors to a time that is within sixty (60) days before or after the date stated herein. SECTION THREE. NOTICE OF MEETING. Notice of all meetings of the Shareholders stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given in writing to each Shareholder who is entitled to vote at the meeting at least ten (10) but not more than sixty (60) days before the date of the meeting either personally or by mail or other means of written communication, addressed to the Shareholder at the address appearing on the books of the Corporation. If mailed, the notice shall be deemed to be delivered when deposited in the United States mall, with postage prepaid, properly addressed to the Shareholder. Notice of adjourned meetings is not necessary unless the meeting is adjourned for thirty (30) days or more, in which case notice of the adjourned meeting shall be given in the same manner as any special meeting. SECTION FOUR. SPECIAL MEETINGS. Special meetings of the Shareholders may be called by the President, the Board of Directors or by the holder or holders of at least one tenth (1/10) of all the shares entitled to vote at the meeting. No question may be voted upon at a special meeting of the Shareholders unless the notice of said meeting states that one of the purposes of the meeting will be to act upon the question or unless the meeting is attended by all of the Shareholders entitled to vote upon the question and all the Shareholders vote that the question may then be voted upon at that meeting. SECTION FIVE. QUORUM AND MANNER OF ACTION. The hold- ers of a majority of shares entitled to vote, represented in person or by proxy, shall be required to constitute a quorum at a meeting of Share- holders. If less than all of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meet- ing from time to time without notice other than announcement at the meeting until a quorum shall be present. At a reconvened meeting at which a quorum is represented, any business may be transacted which might have been transacted at the meeting as originally noticed. When a quorum is represented at any meeting, the affiimative vote of the holders of all of the shares entitled to vote and represented at the meeting shall be required to decide any question that is brought before the Sharehold- ers, unless the question is one upon which, by express provision of the statutes, the Articles of Incorporation or of these Bylaws, a different vote is required, in which case the express provision shall govern and control the vote required for decision upon the question. -2- CDK-w~3 \951 SECTION SIX. VOTING OF COMMON SHARES. Each outstanding share of common stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of Shareholders. SECTION SEVEN. ELIGIBLE SHAREHOLDERS. For the purpose of determining Shareholders entitled to notice of and to vote at any meeting of Shareholders or at any adjournment thereof, for the purpose of deter-mining Shareholders entitled to receive payment of any dividend or other distribution or in order to make a determination of Shareholders for any other purpose, the Board of Directors of the Corporation may provide that the share transfer books shall be closed for a stated period, not to exceed, in any case, sixty (60) days. If the share transfer books shall be closed for the purpose of dete~ining Shareholders entitled to notice of or to vote at a meeting of Shareholders, the books shall be closed for at least ten (10) days immediately preceding the meeting. In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for such determination of Sharehold- ers, the date in any case to be not more than sixty (60) days and, in case of a meeting of Shareholders, not less than ten (10} days prior to the date on which the particular action requiring the determination of Sharehold- ers is to be taken. If the share transfer books are not closed and no record date is £~xed for the dete~,,ination of Shareholders entitled to notice of and to vote at a meeting of Shareholders or Shareholders enti- tled to receive payment of a dividend or other distribution, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend or other distribution is adopted, as the case may be, shall be the record date for the determina- tion of Shareholders. When a determination of Shareholders entitled to vote at any meeting of Shareholders has been made as provided in this Section, the determination shall apply to any adjournment thereof. SECTION EIGHT. VOTING LIST. The Officer or agent having charge of the Corporation's share transfer books shall make, at least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting or at any adjournment thereof. The list shall be arranged in alphabetical order with the address of each Shareholder and the number of shares owned by each Share- holder. The list, for a period of ten (10) days prior to the meeting, shall be kept on file at the Registered Office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual and ordinary business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspec- -3- CDK-w~q,\951 tion of any Shareholder during the whole time of the meeting. The original share transfer books shall be prima facie evidence as to the Shareholders who are entitled to examine the list and transfer books and to vote at any meeting of Shareholders. SECTION NINE. PROXIES. At any meeting of Shareholders, a Shareholder may vote in person or by proxy executed in writing by the Shareholder or by his duly authorized attorney-in-fact. The proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise specifically provided in the proxy. Each proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. SECTION TEN. ACTION WITHOUT MEETING. Any action which, under any provision of the Texas Business Corporation Act, may be taken at a meeting of the Shareholders, may be taken without a meeting if a consent or consents in writing setting forth the action so taken shall be signed by or on behalf of all of the' Shareholders who would be entitled to vote on such action at a meeting and filed with the Secretary of the Corporation. Any signed consent or consents, or a signed copy thereof, shall be placed in the Minute Book of the Corporation. SECTION ELEVEN. CONSENT OF ABSENTEES. No defect in the calling or noticing of a Shareholders' meeting will affect the validity of any action at the meeting if a quorum was present and if each Shareholder not present in person or by proxy signs a written waiver of notice, con- sent to the holding of the meeting or approval of the Minutes, either before or after the meeting and the waivers, consents or approvals are filed with the corporate records or made a part of the Minutes of the meeting. SECTION TWELVE. ELECTION INSPECTOR. In advance of any meeting of Shareholders, the Board of Directors may appoint any person, other than a nominee for office, as inspector of election to act at the meeting or any adjournment thereof. If an inspector of election is not so appointed, the Chairman of the meeting may, and on the request of Shareholders or their proxies holding a majority of the votes entitled to be cast at the meeting, shall, appoint an inspector of election at the meeting. In case the person appointed as inspector fails to appear or falls or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the person acting as Chai~ man. The inspector of election shall deter-mine the num- -4- CDK-ws3 \951 ber of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies, receive votes, ballots or consents, hear and determine all challenges and questions in any way arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do such acts as may be proper to conduct the election or vote with fairness to all Shareholders. The inspector of election shall perform his duties impartially, in good faith, to the best of his ability and as expeditiously as is practical. On request of the Chairman of the meeting or of any Shareholder or his proxy, the inspector shall make a report in writing of any challenge or question or matter determined by him and execute a certificate of any fact found by him. Any report or certificate made by him shall be prima facie evidence of the facts stated therein. SECTION THIRTEEN. CONDUCT OF MEETING. At every meeting of the Shareholders, the Chairman of the Board, or if there is no such Officer or in his absence, the President, or in their absence, the Vice President designated by the Board of Directors, shall act as Chairman. The Secretary of the Corporation, or in his absence, the Assistant Secre- tary (in order of seniority if more than one), or in their absence, any person appointed by the presiding officer, shall act as Secretary of the meeting. SECTION FOURTEEN. CUMULATIVE VOTING. Cumulative voting by the Shareholders of the Corporation at any election for Directors is expressly prohibited. The Shareholders entitled to vote for Directors in an election shall be entitled to cast one (1) vote for each Director to be elected for each share held and no more. SECTION FIFTEEN. VOTING OF SHARES OF CERTAIN HOLD- ERS. (A) Shares standing in the name of another corporation may be voted by the Officer, agent or proxy as the Bylaws of the other corporation may authorize, or in the absence of an authorization, as the Board of Directors of the other corpo- ration may determine. (B) Shares held by an administrator, executor, guardian or con- servator may be voted by him so long as the shares are in the possession and foxming a part of the estate being served by him, either in person or by proxy, without a transfer of the -5- CDK-w~3, \951 shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of the shares into his name as trustee. (c) Shares standing in the name of a receiver may be voted by the receiver, and shares held by or under the control of a receiver may be voted by him without the transfer thereof into his name if authority to do so is contained in an appro- priate order of the court by which he was appointed. (D) A shareholder whose shares are pledged shall be entitled to vote the shares until they have been transferred into the name of the pledgee. Thereafter, the pledgee shall be entitled to vote the transferred shares. (E) Treasury shares, shares of its own stock that are owned by another corporation the majority of the voting stock of which is owned or controlled by the Corporation, and shares of its own stock held by the Corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of out- standing shares at any given time. SECTION SIXTEEN. TELEPHONE MEETINGS. Subject to appli- cable notice requirements, meetings of the Shareholders may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a telephone meeting shall constitute presence in person at such meeting, except where a person participates in the meet- ing for the express and limited purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE THREE - DIRECTORS SECTION ONE. POWERS. The business and affairs of the Corpo- ration shall be managed by the Board of Directors which shall exercise all the powers of the Corporation and do all lawful acts and things as are not by statute, by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the Shareholders. -6- CDK-ws3 \951 SECTION TWO. NUMBER AND QUALIFICATIONS. The Board of Directors shall consist of one (1) Director. The number of Directors may be increased or decreased from time to time by amendment to these Bylaws; provided, however, that no decrease in the number of Directors shall have the effect of shortening the tem~ of any incumbent Director. Directors need not be Shareholders of the Corporation or residents of the State of Texas. SECTION THREE. TERM OF OFFICE. The Director named in the Articles of Incorporation shall hold office until the first annual meeting of Shareholders and until his successor or successors are elected and qualified, either at an annual or a special meeting of Shareholders, unless he shall have previously resigned, been removed or become disqualified to serve. Directors other than the Director named in the Articles of Incorporation shall hold office until the next annual meeting and until their successors are elected and qualified, unless they shall have previously resigned, been removed or become disqualified to serve. SECTION FOUR. VACANCIES. Vacancies on the Board of Direc- tors shall exist in the case of the happening of any of the following events: (A) the death, resignation or removal of any Director; (B) the authorized number of Directors is increased; or (C) at any annual, regu- lar or special meeting of Shareholders at which any Director is elected, the Shareholders fall to elect the full authorized number of Directors to be voted for at that meeting. In addition, the Board of Directors may declare vacant the office of a Director if he is adjudged incompetent by an order of Court or convicted of a felony. Vacancies may be filled by the unanimous vote of the remaining Directors, though less than a quorum, if necessary, or by a sole remaining Director. Each Director so elected shall hold office until his successor is elected at an annual, regular or special meeting of the Shareholders. The Shareholders may elect a Director at any time to fill any vacancy that is not filled by the Directors. If the Board of Directors accepts the resignation of a Director tendered to take effect at a future time, the Board of Directors or the Shareholders may elect a successor to take office when the resignation becomes effec- tive. A reduction of the authorized number of Directors shall not remove any Director prior to the expiration of his term of office. SECTION FIVE. REMOVAL. The entire Board of Directors or any individual Director may be removed from office, either with or without cause, by a vote of Shareholders holding a majority of the shares entitled -7- CDK-w,s3 \951 to vote at an election of Directors. If any or all Directors are so removed, new Directors may be elected at the same meeting. SECTION SIX. PLACE OF MEETINGS. All meetings of the Board of Directors shall be held at any place, within or without the State of Texas, which has been designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Direc- tors. Any regular or special meeting is valid, wherever held, if held on written consent of all members of the Board of Directors given either before or after the meeting that it filed with the Secretary of the Corpora- tion. SECTION SEVEN. ANNUAL MEETINGS. Annual meetings of the Board of Directors shall be held, without call or notice, immediately following each annual meeting of the Shareholders of this Corporation. SECTION EIGHT. REGULAR MEETINGS AND SPECIAL MEET- INGS. Regular meetings of the Board of Directors may be held at such times as the Board of Directors may from time to time determine, and if so determined, notices thereof need not be given. Special meetings of the Board of Directors shall be called by the President, by any Vice President or by any Director. SECTION NINE. NOTICE OF SPECIAL MEETINGS. Written notice of the time, place and purpose of special meetings of the Board of Direc- tors shall be delivered personally to each Director or sent to each Director by mail or by other form of written communication, at least three (3) days before the meeting. If the address of a Director is not shown on the records and is not readily ascertainable, notice shall be addressed to him at the city or place in which meetings of the Directors are regularly held. Notice of the time and place of holding of an adjoumed meeting of a meeting need not be given to absent Directors if the time and place are f'Lxed at the meeting adjoumed. SECTION TEN. QUORUM AND MANNER OF ACTION. At all meetings of the Board of Directors, the presence of all of the Directors shall be required to constitute a quorum for the transaction of business and the affirmative vote of all of the Directors shall be required to decide any question that is brought before the Board of Directors. If a quorum shall not be present at any meeting of Directors, the Directors present may adjoum the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At a reconvened meeting at which a quorum is present any business may be -8- CDK-ws3 \951 transacted which might have been transacted at the meeting as originally noticed. Each Director who is present at a meeting will be deemed to have assented to any action taken at the meeting unless his dissent to the action is entered in the Minutes of the meeting or unless he shall file his written dissent thereto with the Secretary of the meeting or shall forward the dissent by registered mail to the Secretary of the Corporation immediately after the meeting. SECTION ELEVEN. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors or any com- mittee of Directors under any provision of the Texas Business Corpora- tion Act may be taken without a meeting, if all members of the Board of Directors or of the committee of Directors shall individually or collectively consent in writing to the action. The written consent or consents shall be filed with the Minutes of the proceedings of the Board of Directors. The action by written consent shall have the same force and effect as a unanimous vote of the Directors. Any certificate or other document filed under any provision of the Texas Business Corporation Act which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors without a meeting and that these Bylaws authorize the Directors to so act and the statement shall be prima facie evidence of such authority. SECTION TWELVE. VALIDATION OF MEETING DEFECTIVELY CALLED. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is pre- sent and if, either before or after the meeting, each of the Directors not present signs a waiver of notice, a consent to the holding of the meeting or an approval of the Minutes thereof. All waivers, consents or approvals shall be filed with the corporate records or made a part of the Minutes of the meeting. SECTION THIRTEEN. CONDUCT OF MEETINGS. The Chairman of the Board, if there is such an Officer, and if not, the President, or, in their absence, the Vice President designated by the Board of Directors, shall preside at meetings of the Board of Directors. The Secretary of the Corporation, or in his absence, the Assistant Secretary (in order of seniority if more than one), or in their absence, any person appointed by the presiding officer, shall act as Secretary of the meeting. SECTION FOURTEEN. COMPENSATION. Directors may receive compensation for their services as Directors as may be dete,mined from -9- CDK-ws3\951 time to time by resolution of the Board of Directors. Any Director may serve the Corporation in any other capacity as an Officer, agent, employee or otherwise and receive compensation therefor. SECTION FIFTEEN. INTERESTED DIRECTORS AND OFFICERS. Any contract or other transaction between the Corporation and any of its Directors or Officers (or any corporation or firm in which any of its Direc- tors or Officers is financially interested) shall be valid for all purposes notwithstanding the presence of the Director or Officer at the meeting of the Board of Directors or the committee thereof which authorizes the contract or transaction, or his participation in the meeting, or that his vote is counted for such purpose; provided, however, that the foregoing shall apply only if: (A) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Direc- tors or committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disin- terested Directors, even though the disinterested Directors be less than a quorum; or The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Shareholders; or (C) The contract or transaction is fair as to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. SECTION SIXTEEN. COMMITTEES. The Board of Directors may designate one or more committees, each committee to consist of one or more of the Directors of the Corporation. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the -10- CDK-ws3 \ 951 Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be a£fixed to all papers which may require it. However, no such committee shall have power or authority to take any action that is specifically required by statute to be taken by the entire Board of Directors. Such committee or committees shall have such name or names as may be detemfined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. SECTION SEVENTEEN. TELEPHONE MEETINGS. Subject to applicable notice requirements, meetings of the Board of Directors or of any committee designated by the Board of Directors may be held by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a telephone meeting shall constitute presence in person at such meeting, except where a person participates in the meet- ing for the express purpose of objecting to the transaction of any busi- ness on the ground that the meeting is not lawfully called or convened. ARTICLE FOUR - OFFICERS SECTION ONE. OFFICERS. The Officers of the Corporation shall be a President, one or more Vice Presidents, with such additional desig- nations as the Board of Directors may deter-mine, a Secretary and a Treasurer. The Corporation may also have, at the discretion of the Board of Directors, a Chairman of the Board, one or more Assistant Vice Presi- dents, one or more Assistant Secretaries, one or more Assistant Treasur- ers and other Officers as may be appointed by the Board of Directors in accordance with the provisions of Section Three of this Article. One Person may hold two or more offices. Officers need not be Shareholders of the Corporation, residents of the State of Texas, or, unless otherwise specified in these Bylaws or in resolutions adopted by the Board of Directors, members of the Board of Directors. SECTION TWO. ELECTION. The Officers of the Corporation shall be elected annually by the Board of Directors and each shall hold his -11- CDK-ws3 \951 office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified. SECTION THREE. ADDITIONAL OFFICERS. The Board of Direc- tors may appoint the other Officers or agents as the business of the Corporation may require, each of whom shall hold office for the period, have the authority and perform the duties as are provided in these Bylaws and as the Board of Directors may from time to time determine. SECTION FOUR. COMPENSATION. The compensation of the Offi- cers and the rest of the employees of the Corporation shall be fixed by the Board of Directors. SECTION FIVE. REMOVAL AND RESIGNATION. Any Officer may be removed, either with or without cause, by a majority of the Directors, at any regular or special meeting of the Board of Directors; provided, however, that the removal shall be without prejudice to the contract rights, if any, of the person removed. Any Officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary of the Corporation. A resignation shall take effect at the date of the receipt of the notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective. SECTION SIX. VACANCIES. If the office of any Officer becomes vacant by reason of death, resignation, removal or otherwise, the Board of Directors shall elect a successor who shall hold office for the unexpired term and until his successor is elected. SECTION SEVEN. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there is such an Officer, shall be a member of the Board of Directors, shall, if present, preside at all meetings of the Board of Direc- tors and of the Shareholders, and shall exercise and perform such other powers and duties as may be from time to time assigned to the Chairman of the Board by the Board of Directors or prescribed by these Bylaws. The Chairman of the Board shall be ex officio a member of and the Chairman of the Executive Committee, if any. SECTION EIGHT. PRESIDENT. Subject to such supervisory pow- ers, if any, as may be given by the Board of Directors to the Chairman of the Board, if there is such an Officer, the President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and Officers of the Corporation and shall have the general -12- CDK-ws3\951 powers and duties of management usually vested in the office of Presi- dent of a corporation and shall have other powers and duties as may be prescribed by the Board of Directors or the Bylaws. Within this authority and in the course of his duties he shall: (A) In the absence of the Chairman of the Board or if there is none, preside at all meetings of the Board of Directors and of the Shareholders, and shall be ex officio a member of the Executive Committee, if any; (B) Sign certificates of stock of the Corporation, in conjunction with the Secretary or an Assistant Secretary; (c) When and to the extent authorized by the Board of Directors, execute in the name of the Corporation deeds, conveyances, notices, leases, checks, drafts, bills of exchange, warrants, promissory notes, bonds, debentures, contracts and other papers and instruments in writing and, unless the Board of Directors shall order otherwise, by resolution, make such contracts as the ordinary conduct of the Corporation's busi- ness may require; and (D) Appoint and remove, employ and discharge and prescribe the duties and fix the compensation of all agents, employees and clerks of the Corporation other than the duly appointed Offi- cers, subject to the approval of the Board of Directors, and control, subject to the direction of the Board of Directors, all of the Officers, agents, employees and clerks of the Corpora- tion. SECTION NINE. VICE PRESIDENT. In the absence or disability of the President, the Vice President designated by the Board of Directors shall perform all the duties of the President and, when so acting, shall have the powers of and be subject to all the restrictions on the President. The Vice President or Vice Presidents shall have such other powers and perform other duties as from time to time may be prescribed for him or them by the Board of Directors or the Bylaws. SECTION TEN. SECRETARY. The Secretary shall: Sign, with the President, certificates for shares of the Corpo- ration; -13- CDK-ws3\951 (B) (c) (D) (E) (F) (G) (H) Attest and keep at the principal office of the Corporation the original or a copy of its Bylaws as amended or otherwise altered to date; Keep at the principal office of the Corporation or the other place as the Board of Directors may order, a book of Minutes of all meetings of its Directors, Shareholders and Executive Committee, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Directors' meet- ings, the number of shares or members present or repre- sented at Shareholders' meetings and the proceedings thereof; Sign or attest the documents as may be required by law or the business of the Corporation and keep the corporate seal and affix it to the instruments as may be necessary or proper; Be custodian of the records and of the seal of the Corpora- tion; See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; Keep at the principal office of the Corporation a share regis- ter or duplicate share register showing the names of the Shareholders and their addresses; the number, date of issue, and class of shares represented by each outstanding share certificate; and the number and date of cancellation of each certificate surrendered for cancellation; See that the books, reports, statements, certificates and all other documents and records required by law are properly kept and filed; and In general, perfo.'m all duties incident to thc office of Secre- tary and other duties as from time to time may be assigned by the Board of Directors. -14- CDK-ws3 \951 SECTION ELEVEN. TREASURER. The Treasurer shall: (A) Have charge and custody of, and be responsible for, all funds and securities of the Corporation and deposit all the funds in the name of the Corporation in the banks, trust companies or other depositories as shall be selected by the Board of Directors; (B) Receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever: (c) Disburse or cause to be disbursed, the funds of the Corpora- tion as may be directed by the Board of Directors, taking proper vouchers for disbursements; (D) Keep and maintain adequate and correct accounts of the Corporation's properties and business transactions including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares; (E) Render to the President and the Board of Directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the Corporation; (F) Prepare, or cause to be prepared, and certify the financial statements to be included in the annual report to Sharehold- ers and statements of the affairs of the Corporation, when requested by Shareholders holding a majority of the out- standing shares of the Corporation; and (a) In general, perfom~ all the duties incident to the office of Treasurer and other duties as from time to time may be assigned by the Board of Directors. ARTICLE FIVE - EXECUTION OF INSTRUMENTS SECTION ONE. AUTHORITY FOR EXECUTION OF INSTRU- MENTS. The Board of Directors, except as otherwise provided in these Bylaws, may authorize any Officer or Officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation and that authority may be general or -15- CDK-ws3 \951 confined to specific instances. Unless so authorized, no Officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniary for any purpose or in any amount. SECTION TWO. EXECUTION OF INSTRUMENTS. Unless other- wise specifically determined by resolution of the Board of Directors or otherwise required by law, formal contracts of the Corporation, promis- sory notes, deeds of trust, mortgages and other evidences of indebtedness of the Corporation and other corporate instruments or documents and certificates of shares of stock owned by the Corporation shall be exe- cuted, signed or endorsed by the President and may have the corporate seal affixed thereto. However, unless otherwise specifically determined by resolution of the Board of Directors or otherwise required by law or these Bylaws, neither the attestation or joinder of the Secretary or any other Officer of this Corporation nor the affvtation of the corporate seal shall be required in connection with the execution, signing or endorse- ment of any corporate instrument or other document, and the failure to so attest or join in the execution of, or to affix the corporate seal to, any such corporate instrument or other document shall not affect the validity or binding effect thereof. ARTICLE SIX - DEPOSIT OF FUNDS SECTION ONE. BANK ACCOUNTS. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation with the banks, trust companies or other depositories as the Board of Direc- tors may select. SECTION TWO. SIGNING OF CHECKS. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the Corporation, shall be signed or endorsed by the person or persons and in the manner as shall be deter- mined from time to time by resolution of the Board of Directors. -16- CDK-w~3 \951 ARTICLE SEVEN - ISSUANCE AND TRANSFER OF SHARES SECTION ONE. ISSUANCE OF STOCK. The Board of Directors may offer for sale and issue shares of the common stock of the Corpora- tion as authorized in the Articles of Incorporation. SECTION TWO. CERTIFICATES FOR FULLY PAID SHARES. Nei- ther shares nor certificates representing shares may be issued by the Corporation until the full amount of the consideration has been paid. When the consideration has been paid to the Corporation, the shares shall be deemed to have been issued and the certificate representing the shares shall be issued to the Shareholder. SECTION THREE. CONSIDERATION FOR SHARES. The consid- eration paid for the issuance of shares shall consist of money paid, labor done or property actually received. Neither promissory notes nor the promise of future services shall constitute payment or part payment for shares of the Corporation. SECTION FOUR. CERTIFICATES REPRESENTING SHARES. Certificates in the form as may be determined by the Board of Directors and as shall conform to the requirements of the statutes, the Articles of Incorporation and these Bylaws shall be delivered representing all shares to which Shareholders are entitled. The certificates shall be consecutively numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall be signed by the President of the Corporation and by the Secretary or an Assistant Secretary of the Corpo- ration and shall be sealed with the seal of the Corporation. The signature of any corporate Officer on the certificate may be a facsimile. Each certificate shall state the following upon the face thereof: (A) That the Corporation is organized under the laws of the State of Texas; (B) The name of the person to whom issued; (c) The number and class of shares and the designation of the series, if any, which the certificate represents; and (D) The par value of each share represented by the certificate, or a statement that the shares are without par value. -17- CDK-ws3\951 In case any Officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such Officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such Officer, transfer agent or registrar at the date of issue. SECTION FIVE. REPLACEMENT OF CERTIFICATES. No new cer- tificates shall be issued until the former certificate for the shares repre- sented thereby shall have been surrendered and canceled, except in the case of lost or destroyed certificates for which the Board of Directors may order new certificates to be issued upon the terms, conditions and guar- antees as the Board of Directors may see fit to impose, including the filing of sufficient indemnity. SECTION SIX. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agents and may appoint one or more registrars who shall be appointed at the times and places as the requirements of the Corporation may necessitate and as the Board of Directors may designate. SECTION SEVEN. TRANSFER OF SHARES. Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by his duly authorized attomey. Upon surrender to the Corporation or transfer agent of the Corporation of a certificate or certifi- cates representing shares, duly endorsed or accompanied by a proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate or certificates to the person entitled thereto, to cancel the old certificate or certificates and to record the transfer upon its books. The transferee in any transfer of shares shall be deemed to have full notice of, and to consent to, the Bylaws of the Corporation to the same extent as if he had signed a writ- ten assent thereto. Whenever any transfer of shares shall be made for collateral security, and not absolutely, and written notice thereof shall be given to the Secretary of the Corporation or its transfer agent, if any, that fact shall be stated in the entry of the transfer. SECTION EIGHT. REGISTERED SHAREHOLDERS. The Corpora- tion shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or beneficial claim to or interest in the share or shares on the part of any other person. -18- CDK-w~3 \951 SECTION NINE. REASONABLE DOUBT AS TO RIGHT TO TRANS- FER. When a transfer of shares is requested and there is reasonable doubt as to the right of the person seeking the transfer, the Corporation or its transfer agent, if any, before recording the transfer of the shares on its books or issuing any certificate therefor, may require from the person seeking the transfer reasonable proof of his right to the transfer. If there remains a reasonable doubt of the right to the transfer, the Corporation may refuse a transfer unless the person gives adequate security or a bond of indemnity executed by a corporate surety or by two (2) individual sureties satisfactory to the Corporation as to form, amount and respon- sibility of sureties. The bond shall be conditioned to protect the Corpo- ration, its Officers, transfer agents and registrars, if any, or any of them, against any loss, damage, expense or other liability to the owner of the shares by reason of the recordation of the transfer or the issuance of a new certificate for shares. SECTION TEN. RESTRICTION ON PREEMPTIVE RIGHT. No holder of any shares of the Corporation shall have any preemptive right to subscribe for or acquire any additional, unissued or treasury shares of the Corporation or any securities of the Corporation which are convert- ible into or which carry a right to subscribe for or acquire shares of the Corporation. ARTICLE EIGHT - CORPORATE RECORDS, REPORTS AND SEAL SECTION ONE. MINUTES OF MEETINGS. The Corporation shall keep and maintain a book of Minutes of all meetings of its Directors and of its Shareholders with the time and place of holding, whether regular or special, and, if special, how authorized, the notice given, the names of those present at Directors' meetings, the number of shares present or represented at Shareholders' meetings and the proceedings of the meet- ing. SECTION TWO. BOOKS OF ACCOUNT. The Corporation shall keep and maintain adequate and correct accounts of its properties and business transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. SECTION THREE. SHARE REGISTER. The Corporation shall keep and maintain a share register, showing the names of the Shareholders -19- CDll-ws3\951 and their addresses, the number and classes of shares held by each, the number and date of certificates issued for shares and the number and date of cancellation of every certificate surrendered for cancellation. SECTION FOUR. FORM OF RECORDS. Any records maintained by the Corporation in the regular course of its business, including, without limitation, its share register, books of account and minute books, may be kept on, or be in the fo~m of, punch cards, magnetic tape, photo- graphs, microphotographs or any other infonxiation storage device, provided that the records so kept can be converted into clearly legible form within a reasonable time. The Corporation shall so convert any records so kept upon the request of any person entitled to inspect the san'le. SECTION FIVE. INSPECTION OF RECORDS BY SHAREHOLDER. Any person who shall have been a Shareholder for at least six (6) months immediately preceding his demand or who is the holder of at least Five Percent (5%) of all of the outstanding shares of the Corporation, on written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant or attorney, at any reason- able time or times, for any proper purpose, its books and records of account, Minutes and record of shareholders and is entitled to make extracts therefrom. SECTION SIX. INSPECTION OF RECORDS BY DIRECTORS. Every Director shall have the absolute right at any reasonable time to inspect all books, records, documents of every kind and the physical properties of the Corporation. Inspection by a Director may be made in person or by agent or attorney and the right of inspection includes the right to make extracts therefrom. SECTION SEVEN. FINANCIAL REPORTS. The Board of Directors must, when requested by the holders of a majority of the outstanding shares of the Corporation, present written reports concerning the situ- ation and business of the Corporation. SECTION EIGHT. FISCAL YEAR. The fiscal year of the Corpora- tion shall be determined by the Board of Directors. SECTION NINE. CORPORATE SEAL. The Board of Directors may adopt, use and thereafter alter the corporate seal. -20- CDK-w~.3\951 SECTION TEN. DIVIDENDS. The Board of Directors may declare and the Corporation may pay dividends on its outstanding shares in cash, property or its own shares, pursuant to law and subject to the provisions of its Articles of Incorporation. SECTION ELEVEN. LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. This authority may be general or confined to specific instances. SECTION TWELVE. RESERVES. The Board of Directors may by resolution create a reserve or reserves out of surplus for any purpose or purposes, and may abolish any reserve in the same manner. ARTICLE NINE - INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS SECTION ONE. INDEMNIFICATION. The Corporation shall indemnify any person who is or was a Director, Officer, agent or employee of the Corporation, and any nominee or designee of the Corporation who is not or was not a Director, Officer, agent or employee of the Corporation but who is or was serving at the Corporation's request as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, other enterprise or employee benefit plan, against judgments, penalties {including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with any action, suit, inquiry, investigation or other proceeding of any kind or nature, in which the person was, is or is threatened to be made a named defendant or respondent, and in connec- tion with that person's appearance as a witness or other participation in such a proceeding at a time when he is not a named defendant or respondent in the proceeding, because the person is or was serving in one or more of the aforementioned capacities, to the full extent author- ized or permitted under the laws of the State of Texas, as the same may be modified or amended from time to time. In connection therewith, the Corporation may advance expenses to or for the benefit of any such person and may purchase and maintain insurance or another arrange- ment on behalf of such person to the full extent authorized or pe~-~fitted under the laws of the State of Texas, as the same may be modified or amended from time to time. -21- CDK-w~3\951 SECTION TWO. NONEXCLUSIVE. The indemnification provided by this Article Nine shall not be exclusive of, but shall be in addition to, any other rights to which a person may be entitled by law, bylaw, agree- ment, vote of Shareholders or Directors, or otherwise, to the extent permitted by law. ARTICLE TEN - SURETY BONDS When the Board of Directors so directs, Officers and agents of the Corporation shall be bonded for the faithful perfoi-mance of their duties and for the restoration to the Corporation of, in case of their death, resignation, retirement, disqualification or removal from office, all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Corporation, in the amounts and by the surety companies as the Board of Directors may determine. The premiums on the bonds shall be paid by the Corporation and the bonds so furnished shall be in the custody of the Secretary. ARTICLE ELEVEN - WAIVER OF NOTICE Whenever notice is required to be given under any provision of applicable law, the Articles of Incorporation or these Bylaws, a written waiver, signed by the person entitled to notice, whether before or after the time stated therein or before or after the meeting specified therein, shall be deemed equivalent to notice. Attendance of a person at a meet- ing shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business which has been or is to be transacted at, nor the purpose of, any annual, regu- lar or special meeting of the Shareholders, Directors or members of a committee of Directors need be specified in any written waiver of notice. -22- CDK-ws3 \951 ARTICLE TWELVE - AMENDMENT OF BYLAWS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the unanimous vote of the Board of Directors or by the unanimous vote of the Shareholders. The foregoing set of Bylaws was unanimously adopted as the Bylaws of Parkway/Coppell Property Corporation by the Board of Direc- tors on December 22, 1994. WILLIAM D. BOWNESS DIRECTOR CYRI[/D. KASMIR RESIGNING DIRECTOR ATTEST: FREDERICK J. LYONS SECRETARY -23- CDK-w~3 \951 T - 266.2~* TC ZONING BOULEVARD 8E £CHWOOD LANE ALEX -----CURRENTZONING Sic-'/ 2 I LOTS ~INAL PLAT THE ENCLAVES ON THE PARKWAY WPC-PARKWAY DEVELOPMENT C~PORATION DOWOEY . ANDERSON ~ ASSOCIATES , INC. t OUITCLAIM DEED The RESOLUTION TRUST CORPORATION in its oapacity as Reoeiver for ~BQ Federal Savings Bank, Albuquerque, Ney Hexico, whose address is 1515 Arapahoe Street, Suite 800, Denver, Colorado 80202, ("Grantor") for and in consideration of the sum of Ten dollars ($10.00) and other valuable consideration paid to Grantor by PARKFAY/COPPELL PROPERTY CORPORATION, a Texas corporation, whose address is 3960 Broadway, Suite 125, Garland, Texas 75043, ("Grantee"), the receipt and sufficiency of which is hereby acknowledged, has quitclaimed and bythese presents does quitclaim to the Grantee all of the Grantor's right, title and interest in and to the real property, together with all improvements, fixtures and appurtenances, if any, situated in Dallas County, Texas and legally described in the Legal Description attached to and incorporated in this Quitclaim Deed as Legal Description (the "Real Property"): GRANTOR HAS NOT NADE, ~NDDOES NOT HnEBYMAKE, ANY REPRESEN- T~TION, W]~RRAHTY OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE TITLE; MERCHANTABILITY; CONDITION; QUALITY; DURABILITY; DESIGN; OPERATION; FITNESS FOR USE OR SUITABILITY OF THB REAL PROPERTY OR ANY COMPONENT THEREOF INA NY RESPECT WHATSOEVER; NOR DOES GI~I.NTOR MAKE ANYOTHERREPRESENT&TION; ~OR COVEIFANTOFAHYKINDAND CHARACTER; EXPRESS OR IMPLIED; WITH RESPECT TO THE REAL PROPERTY. THE REAL PROPERTY IS QUITCLAIMED ~ND ASSIGJFffD TO GIU~NTEE "AH IS;' "WHERE IS;' AND WITH ALL F~ULTS; AND SUBJECT TO ALL LIENS; ENCUMBRANCES; T~XES; ASSESSMENTS; RESERVATIONS IN P~TENTS; EASEMENTS; RIGHTS-OF W~Y, RESERVATIONS OF MINERAL RIGHTS; CONDI- TIONS; CO~S AND RESTRICTIONS. TO ~ I~ERE8T IN / TO THE R~ PROPERTY, T~ER WITH ALL G~OR~B RZG~, TITLE ~ I~BBT IN/ TO ~B R~ PROP~TY ~ THE G~BB, IT8 8UCCBSBOR8 ~OR NOR OR D~ ~ RI~ TITLE R~ PROP~TY. By acceptance of this Quitclaim Deed, Grantee or anyone claiming by, through' or under Grantee hereby fully releases Grantor, its employees, officers, directors, representatives and agents from any and all claims, costs, losses, liabilities, damages, expenses, demands, actions or causes of action that it may now have or hereafter acquire, whether direct or indirect, known or unknown, suspected or unsuspected, liquidated or contingent, arising from or related to the Real Property in any manner whatsoever, including, but not limited to, any construction Page 1 of 3 95023 0 006 defects, errors, omissions or other conditions affecting'the Real Property. This covenant releasing Grantor shall be a covenant running with the Real Property and shall be binding upon Grantee, its successors and assigns. T~is Quitclaim Deed is executed by Grantor as of the ~,b day of f~~ , 1995. GRANTEE'S ADDRESS: 3960 Broadway, Suite 125 Garland, Texas 75043 GRANTOR: RESOLUTION TRUST CORPORATION, in its capacity as Receiver for ABQ Federal Savings Bank, Albuquerque, New Mexico Title: ~~4~-An~ /~6~6 ACKNONLBDGEMENT STATE OF COLORADO ) )SS: CITY AND COUNTY OF DENVER ) This foregoi~kcL~Quitclaim Deed was ~owledge~gNe me on this ~ day of ~r.m~--, 1995, by ' · _ . C/. _ . .., as Attorney-in-Fact for Re~k~tion Trust. d~rporationsoleIy in its capacity as Receiver for AB~ ?ederal Savings Bank, Albuquerque, New Mexico. Witness my hand and official seal. My commission expires: ~/o~/~ · W /Wot'ary JOIND! RESOLUTION TRUST CORPORATION, in its capacity as Receiver of ABQ Bank, a Federal Savings Bank, Albuquerque, New Mexico, Transferor to the foregoing Grantor of certain rights with respect to the above-described real property, hereby joins in the foregoing Page 2 of 3 95023 Ob, O07 Quitclaim Deed, and quitclaims to Grantee any and all right, title and interest, if any, which it may have in the Real Property, and hereby joins in the conveyance of the Real Property to Grantee, without representation or warranty, and subject to all disclaimers made by Grantor and all releases made by Grantee in the foregoing Quitclaim Deed. RESOLUTION TRUST CORPORATION, in its capacity as Receiver of ABQ Bank, a Federal Savings Bank, Albuquerque, New Mexico Title: ?)~~r /{~ ACKNOWLBI~3BHBHT STATE OF COLORADO ) )ss: CITY AND COUNTY OF DENVER ) __~.~.This fore~gg~i~g Joinder was ac.k~w~edged~~ o~ this day of _-~.~~, 1995, by ' ' · ~ _ _ , as Attorney-in-Fact f~Resolution'~xSt Corp6~ationsolely in its capacity as Receive~ for ABQ Bank, a Federal Savings Bank, Albuquerque, New Mexico. Witness my hand and official seal. // Notary Public Page 3 of 3 95023 OqO08 EXHIBIT "A" LEGAL DESCRIPTION BOUNDARY D~SCRI~TION DZZNG & =fac: o£ land situated in the Clarinda Squires Survey, Abstract No. 1327 in the City of Coppell, Dallas County, Texas, and being part of a =fac= of land as described in a deed from Good Financial Corpora=ion =o M. Douglas Adkins, Trustee, as recorded in volume 76188, Page 2355 of =he Deed Records of Dallas County, Texas and being more particularly described as follows: BEGINNING at a point for corner on =he sou=h line of Parkway Boulevard (an 88 foot righ=-of-way) said point being =he nor2hwes= corner of Lot I in Block 4 of Parkview Addition, an addition =o the City of Coppell as recorded in Volume $8081, Page 194% of =he Deed Records of Dallas County, Texas, said point also being 90.04 fee= wes= of the intersection of the said s~u~h line o~ Parkway Boulevard with the west line o~ Alex Drive (a ~0 foot right-of- way); THENCE S. 00'56'25" E., 646.78 feet along =he wes= line of =he said Parkview Addition to a point for corner; THENCE N. S9'03'35" E., 230.00 feet along the south line of =he said Parkview Addition =o a point f~r corner, said point being =he beginning of a curve to =he right having a central angle of 14'29'32" a radius of 4~$.00 feet and a chord bearing of S. 83"41'39" T~r~NCE along said curve, and continuing along the said south line of Parkview Addition, 110.03 feet to =he end of said curve, a point for corner, said point being the beginning of a curve =o the left having a central angle of 05'49'42" a radius of 665.00 fee% and a chord bearing o~ S. 79'21'44" THENCE along said curve, an4 cont:.nuing along =he said south line of Parkview Addition, 67.65 fee= =o =he end of said curve, a point for corner being on =he west line of said Parkview THENCE S. 00'56'2~" E., 22.$9 fee= along =he sai~ wes= lane of Parkview Addition =o a point for corner, said point being on =he north line of Pecan Hollow, an addition to the Ci%y of Coppell as recorded in Volume 901~9, Page 2914 oZ ~hm Deed Records of Dallas County, Texas; Tb/ENCE S. S9'0~'35" W., 930.$$ feet along =he said north line of Pecan Hollow =o a point ~or corner, said point being on the line of Parks of Coppell, Section One, an addition to =he City of Coppell as recorded in Volume 9~093, Page 1531 of =he Deed Records of Dallas County, Texas; THENCE N. 00'52'32" W., 62.$$ feet along =he said east line of Parks of Coppell to a point for corner; THENCE N. 85'57'16" E., 102.81 fee~ leaving the said east line o~ Parks of Coppe11 to a point for corner; THENC~ N. 88'59'40" E., 124.~1 feet to a point for corner; THENCE N. 88'31'21" E., 130.07 fee= =~ a point for corner; THENCE N. 86'55'17" E., 47.$~ fee= ~o a poin~ for corner; THENCE N. 19'59'26" E., 29.37 fee= =o a point for corner; T~ENCE N. 05'57'56" E., 95.82 ~ee= to a point for corner; THENCE N. 03'06'37" ~.., 113.98 feeC to a ~oin= for corner; THENC~ N. 03'10'34" E., 123.82 ~eeC Co a poinC for corner~ THENCE N. 03'13'47" W., 2.55 feet t:o · point for corner on =he said south line of Parkway Boulevard, sai~ poin= also being in a curve to =he right running in an easterly ~ire¢=ion an~ having a central angle of 02'28'07" a radius of 21~6.00 feet and a chord bearing of N. 88'00'16" E.~ THENCE ·long said curve, an~ along ~he sai~ south line of Parkway Boulevard, 92.S9 fee= to =he Point of Beginning and con~aining 2.?29 acres (118,881 s~uare ~eet) of land. Linear ~ark Sics Dalla~ Coun~y,.~exa~ 95023 0 010 95023 0~01 I EXHIBIT "B" POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS: That the Resolution Trust Corporation ("RTC"), a corporation organized and existing under the laws of the United States of America, with its principal office located in Washington, D.C. has determined it is necessary to appoint a representative to act on its behalf to preserve, maintain or !~.qui~t~ assets or certain insured savings assoeiations. Therefore, for the purpose of preserving, maintaining or liquidating assets the RTC does hereby authorize and empower Richard C. Blewett, Department Head - visitations, Denver office, Denver, Colorado, for all assets of Savings and Loans located in the jurisdiction of the Denver Office to: 1. Sigl~, seal and deliver as the act and deed of the RTCany instrument in writing, and to do every other thing necessary and proper for the collection and recovery of any and all monies and properties of every kind and nature whatsoever for and on behalf of the RTC and to give proper receipts and acquittances therefore in the name and on behalf of the RTC; 2. Release, discharge or assign any and all judgements, mortgages on real estate or personal property (including the release and discharge of the same of record in the office of any Prothonotary or Register of Deeds wherever located where payments on account of the same in redemption of otherwise may have been made be the debtor(s)), and to endorse receipt of such payment upon the records in any appropriate public office; 3. Receipt, collect and give all proper acquittances for any other sums of money owing to the RTC for any asset which the above- named may sell or dispose of~ 4. Execute any and all transfers and assignments as may be necessary to assign any securities or other choses in action; 5. Sign, seal, acknowledge and deliver any and all agreements as shall be deemed necessary or proper by the Department Head - Visitations in the care and management of any assets~ 6. Sign, seal, acknowledge and deliver indemnity agreements and surety bonds in the name of and on behalf of the RTC; 7. Sign receipts for the payment of all rents and profits due or to become due on any assets; 95023 0 ,013 8. Execute, acknowledge and deliver deeds of real property in the name of the RTC; 9. Extend, postpone, release and satisfy or take such other action regarding any mortgage lien held in the name of the RTC; 10. Execute, acknowledge and deliver in the name of the RTC a power of attorney wherever necessary or required by law to any attorney employed by the RTC; 11. Foreclose any mortgage or other lien on either real or personal property, wherever located; 12. Do and perform every act, including acts in~,o~ving ~sx matters, necessary for the use, liquidation or collection of any assets held in the name of the RTC; and 13. Sign, seal, acknowledge and deliver any and all documents as may be necessary to settle any action(s) or claim(s) asserted against the RTC either as Receiver or in its Corporate capacity. This Power of Attorney shall be effective as of May 1, 1992 and shall continue until such times as this Power of Attorney has been terminated by the Board of Directors of the RTC or by any officer of the RTC authorized to do so by the Board of Directors of RTC. IN WITNESS WHEREOF, the RTC by its duly authorized officers empowered in that behalf by appropriate Resolution of its Board of Directors has caused these presents to be executed and subscribed in its name and its corporate seal affixed this 2$th day of Xugust, 1992. RESOLUTION TRUST CORPORATION W92-1905 / ,~n R.' kar~s6~ ~/Vice President Denver Office SIGNED, gEALED AND DELIVERED IN THE PRESENCE OF: ATTEST: Del E. Arnold Acting Special Asst. tot he V.P. 95O23 UNITED STATES OF AMERICA ) ) STATE OF COLORADO )ss CITY AND COUNTY OF DENVER ) On this 25t~ day of August, 1992, before me, a Notary Public in and for the State of Colorado, personally appeared Jon R. Karlson and Del E. Arnold, to me known personally, who being by me first duly sworn did each depose that they are respectively Vice P~V_~, and Actina SDecial Assistant to the Vice President of the ResolutionTrust Corporation ("Corporation") in whose name the foregoing Power of Attorney has been executed and subscribed, who further said that the seal affixed to the said Power of Attorney is the corporate seal of the said Corporation and that the said Power of Attorney was executed and subscribed on behalf of the said Corporation and its seal thereto affixed by due authority of the Corporat~on*s Board of D~rectors and the said Jon R. Karllon and Del E. Arnold acknowledged the said Power of Attorney to be the free act and deed of the said Corporation. Kar Notary Public, State of Colorado United States of America My Commission expires: August 12, 1996. UPON RECORDATION RETURN TO: CYRIL D. KASHIR~ ESQ. KASHIR & KRAGE~ L.L.P. 2001 BRYAN TOWEE.- SUITE 2700 DALLAS ~ TEXAS 75201-3059 SSO _S OqOl5 95023 0~016