Vlg at CC S5/FP-CS 970312March 12, 1997
Via Courier
Isabelle Moro
City of Coppell
255 Parkway Blvd.
Coppell, Texas 75019
RE: Village at Cottonwood Creek Section V
Dear Isabelle:
Enclosed are the Declaration of Covenants and Restrictions for Village at Cottonwood
Creek Section V, Articles of Incorporation, Bylaws, and an Organizational Consent
forming Village at Cottonwood Creek Section V Homeowners Association, Inc. as a
Texas non-profit corporation.
If you have any questions or comments, please do not hesitate to contact me.
Sincerely yours,
Edward D. Toole III
Executive Vice President
EDT/lmg
cc: Tipton Engineering, Inc. w/enclosures
fi\projects\cottonwd~noro
11300 N. Central Expressway, Suite 200, Dallas, Texas 75243-6705 (214) 750-6528 Fax: (214) 750-6849
DECLARATION OF COVENANTS AND RESTRICTIONS
FOR
VILLAGE AT COTTONWOOD CREEK SECTION V
THIS DECLARATION (this "Declaration"), made this ~ day of March, 1997, by
GRAND LAND 96, L.P., a Texas limited parmership.CDeclarant");
Introductory_ Statement
A. Declarant is (or will become) the owner of residential lots situated in the
City of Coppell, Dallas County, Texas, as more particularly described on Exhibit "A", attached
hereto and made a part hereof (collectively the "Properties").
B. Declarant desires to provide for the maintenance and preservation of certain other
areas, as hereinafter provided.
C. Declarant has further deemed it advisable, for the efficient preservation of the
values and amenities within the Properties, to impose covenants upon the Properties and to create
a non-profit corporation to which would be delegated and assigned the powers of performing the
maintenance herein provided, and collecting and disbursing the assessments and charges, as
hereinafter provided.
D. Declarant has caused or will cause to be incorporated under the Non-Profit
Corporation Act of the State of Texas (the "Act") a non-profit corporation, Village at Cottonwood
Creek Section V Homeowners Association, Inc. (the "Association").
NOW, THEREFORE, Declarant declares that the Properties shall be held, transferred,
sold, conveyed and occupied subject to the covenants, restrictions, easements, charges and liens
(sometimes referred to as "Covenants") hereinafter set forth.
Declaration
ARTICLE I
DEFINITIONS
The following words when used in this Declaration (unless the context shall prohibit) shall
have the following meanings:
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"ACC" means the Architectural Control Committee appointed by the Board in accordance
with the provisions of Article VIII hereof.
"Assessments" shall mean and refer to the regular annual assessments, the special
assessments and the default assessments provided in Section 3.1 hereof.
"Association" shall mean and refer to the Village at Cottonwood Creek Section V
Homeowners Association, Inc., a Texas non-profit corporation.
"Board" shall mean the Board of Directors of the Association.
"City_" shall mean the City of Coppell, Texas.
"Common Maintenance" shall mean and refer to normal and routine maintenance of
Common Maintenance Areas as determined from time to time by the Board, including but not
limited to: (i) mowing and edging Common Maintenance Areas, (ii) trimming Common
Maintenance Areas with weed eaters, (iii) fertilizing, trimming shrubbery, turning flower beds
and applying insect control chemicals to Common Maintenance Areas, and (iv) maintaining
irrigation systems and other improvements owned by the Association. Common Maintenance shall
not, in any event, include the trimming of trees, planting shrubbery, grass, trees or other
landscaping, or any other maintenance or service except as determined by the Board to be within
normal and routine maintenance of Common Maintenance Areas.
"Common Maintenance Areas" shall mean and refer to (i) the landscaped areas adjacent
to the entry to the Subdivision which are not part of any Lot, and (ii) those other areas within the
Properties as the Board may elect to include within "Common Maintenance Areas" from time to
time for maintenance by the Association.
"Declarant" shall mean and refer to Grand Land 96, L.P., a Texas limited partnership, and
its successors and assigns, and any assignee, other than an Owner, who shall receive by
assignment from Grand Homes, Inc. all or a portion of its rights hereunder as such Declarant, by
an instrument expressly assigning such rights as Declarant to such assignee.
"Dwelling Unit" shall mean and refer to any building or portion of a building situated upon
the Properties which is designed and intended for use and occupancy as a residence by a single
person, a couple, a family or a permitted family size group of persons.
"Eligible Insurers" is defined in Article VI below.
"Eligible Mortgagees" is defined in Article VI below.
"Lot" shall mean and refer to any plot or tract of land shown upon any r6corded
subdivision map of the Properties which is shown as a lot thereon and which is or is to be
improved with a residential dwelling.
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"Maintenance Fund" shall have the meaning given to it in Section 3.1 hereof.
"Member" shall mean and refer to each Owner as provided herein in Article II.
"Owner" shall mean and refer to the record owner, whether one or more persons or
entities, of the fee simple title to any Lot but, notwithstanding any applicable theory of mortgages
or other security devices, shall not mean or refer to' any mortgagee or trustee under a mortgage
or deed of trust unless and until such mortgagee or trustee has acquired title pursuant to
foreclosure or any conveyance in lieu of foreclosure.
"Properties" shall have the meaning given to it in Paragraph A of the Introductory
Statement above, together with additions thereto as may be made subject to the terms of this
Declaration by a Supplemental Declaration of Covenants executed and filed by Declarant in the
Deed Records of Dallas County, Texas, from time to time; provided, that this Declaration shall
only be applicable to those Lots situated within the Properties from and after the date upon which
they are acquired by Declarant.
"Reserve Fund" shall mean the reserve fund to be established by the Association in
accordance with the provisions of Section 3.2(b) hereof.
"Resident" shall mean and refer to each person (not otherwise an Owner or Member)
authorized by an Owner to reside within such Owner's Dwelling Unit.
"Subdivision" shall mean and refer to the residential community arising out of the
development and improvement of the Properties with Dwelling Units and the use and occupancy
of the Properties as a residential subdivision.
ARTICLE II
MEMBERSHIP AND VOTING RIGHTS IN THE ASSOCIATION;
ADDITIONS TO THE PROPERTIES
2.1 Membership. Every Owner of a Lot shall automatically be a Member of the
Association.
2.2 Classes of Membership.
membership:
The Association shall have two classes of voting
CLASS A. Class A Members shall be all members with the exception of Declarant. Class
A Members shall be entitled to one vote for each Lot in which they hold the interest required for
membership. When more than one person holds such interest or interests in any Lot, all such
persons shall be Members, and the vote for such Lot shall be exercised as they, among
themselves, determine, but in no event shall more than one vote be cast with respect to any such
Lot.
PEDAL: 103324.2 24763-00003 3
CLASS B. The Class B Member(s) shall be the Declarant. Until such time as all Lots
held by the Class B Member(s) have been sold and conveyed, all votes of the Association shall
be cast solely by the Class B Members, to the exclusion of the Class A Members. At such time
as all Lots held by Class B Members have been sold and conveyed, then the Class B membership
of the Association shall terminate and all votes shall thereafter be cast solely by Class A Members;
provided, that in the event all 'Lots held by Declarant are sold and conveyed but thereafter
Declarant again acquires one or more Lots, then and in such event Declarant shall again be a Class
B Member until all such Lots have been sold and conveyed by Declarant.
2.3 Additions to the Properties. Additional tracts of land, together with the
improvements situated thereon,, may become subject to this Declaration and added to the
Properties in the following manner. If Declarant is the owner of any property which it desires to
add to the concept of this Declaration, it may do so by filing of record a Supplementary
Declaration of Covenants and Restrictions which shall extend the concept of the covenants,
conditions and restrictions of this Declaration to such property; provided, however, that such
Supplementary Declaration may contain such complimentary additions and modifications of the
covenants, conditions and restrictions contained in this Declaration as may be necessary to reflect
the different character, if any, of the added properties and as are not inconsistent with the concept
of this Declaration.
ARTICLE III
COVENANT FOR MAINTENANCE ASSESSMENTS
3.1 Creation of the Lien and Personal Oblieation for Assessments. Each Owner of a LOt
(by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or
other conveyance), for each Lot owned by any such Owner, hereby covenants and agrees and shall
be deemed to covenant and agree to pay to the Association (or to a mortgage company or other
collection agency designated by the Association): (a) annual assessments or charges, to be paid
in installments as the Board of Directors of the Association may elect, (b) special assessments for
unexpected capital expenditures (such as maintenance equipment) and/or unanticipated expenses,
such assessments to be fixed, established and collected from time to time as hereinafter provided,
and (c) default assessments which may be assessed against an Owner's Lot by the Association at
any time and from time to time to reimburse the Association for costs and expenses incurred on
behalf of such owner by the Association in accordance with this Declaration. The Monthly
Payment Dates with respect to each Lot shall commence upon the date on which title to such Lot
has been conveyed to a purchaser of a completed Dwelling Unit. The regular annual assessments
collected by the Association shall constitute the "Maintenance Fund" of the Association. The
regular annual, special and default assessments, together with such interest thereon and costs of
collection thereof as hereinafter provided (collectively "Assessments"), shall be a charge on the
land and shall be a continuing lien upon each Lot against which each such Assessment is made.
Each such Assessment, together with such interest thereon and costs of collection thereof, as
hereinafter provided, shall also be the continuing personal obligation of the person who was the
Owner of such LOt at the time when the Assessment became due. Notwithstanding the foregoing,
however, in no event shall Declarant or any Lot or other portion of the Properties owned by
PEDAL: 103324.2 247634)0003 4
Declarant at any time be subject to or liable for any Assessment, claim, lien or other obligation
due to or of the Association.
3.2 Purpose of Assessments; Reserve Fund.
(a) The Assessments levied by the Association shall be used exclusively for the purpose
of promoting the recreation, health, safety and welfare of the residents of the Properties, and in
particular for the payment of all costs and expenses related to Common Maintenance, including
without limitation services, utility bills, equipment and facilities devoted to this purpose,
including, but not limited to, the payment of all costs and expenses incurred for carrying out the
duties of the Board as set forth in Article IV hereafter and for carrying out the purposes of the
Association as stated in its Articles of Incorporation. Except to the extent otherwise approved
from time to time by the Board, the costs of maintaining sprinkler and irrigation systems on each
Lot and the cost of water used to irrigate each Lot shall be paid by the Owner of such Lot and not
by the Association.
(b) The Association shall establish the Reserve Fund for the maintenance of
improvements owned from time to time by the Association. The Reserve Fund shall not be co-
mingled with any other funds of the Association. The balance of the Reserve Fund shall at all
times be equal to the total replacement cost of the Private Streets and other improvements owned
by the Association divided by the average life expectancy of those improvements multiplied by
the age of such improvements. The Association shall cause an independent certified public
accounting firm to review the Reserve Fund annually to verify the amount thereof. A copy of
such review shall be provided to the City. In the event that the Specific Use Permit granted by
the City with respect to the Subdivision is revoked or the Private Streets are converted to public
streets, any amount remaining in the Reserve Fund shall become the property of, and shall be
delivered to, the City.
3.3 Maintenance of the Common Maintenance Areas by Declarant.
(a) Until such time as Declarant has sold and conveyed all of the Lots to third party
purchasers, Declarant shall have the right (but not the obligation), at its election and in its sole
discretion, to assume the exclusive responsibility from time to time of maintaining the Common
Maintenance Areas, including, but not limited to, paying the costs of labor, equipment (including
the expense of leasing any equipment) and materials required for the maintenance of the Common
Maintenance Areas. In this regard, and during such period, all Assessments, both regular and
special, collected by the Association shall be forthwith paid by the Association to Declarant, to
the extent that such Assessments are required by Declarant to maintain the Common Maintenance
Areas as set forth in this paragraph. The Association shall rely upon a certificate executed and
delivered by Declarant with respect to the amount required by Declarant to maintain the Common
Maintenance Areas and conduct Common Maintenance hereunder.
(b) All Common Maintenance Areas situated within the Property shall be maintained
by the Association with sums provided by Assessments, and such maintenance shall include and
be limited to the items included within the defined term Common Maintenance herein. Each
REDAL:I03324.2 24763430003 5
Owner shall be obligated to immediately advise the Board from time to time in writing of any
adverse condition or problem affecting or relating to the Common Maintenance conducted for such
Owner as a condition precedent to any obligation of the Association to correct such adverse
condition or problem. In the event that the Board shall at any time determine, in its sole
discretion, that the correction of any adverse condition or problem relating to any Common
Maintenance Area involves maintenance that is not includable within the defined term Common
Maintenance, then the costs of such maintenance and correction, if requested by such Owner and
carried out by the Board, shall be charged to such Owner by the Board and shall be paid by such
Owner within fifteen (15) days after receipt of request therefor from the Board. Under no
circumstance shall any member of the Board or any officer or agent of the Association be liable
to any Owner for any action or inaction of the Board with respect to any Common Maintenance,
and each Owner hereby releases and relinquishes forever any claims, demands or actions which
such Owner may at any time have or be deemed to have against the Board, any member of the
Board or the Association with regard to Common Maintenance, whether arising out of the alleged
negligence, misfeasance, malfeasance (but not gross negligence or willful misconduct) of any
agent of the Association, any officer of the Association or any member of the Board.
3.4 Basis and Amount of Assessments.
(a) Until the year beginning January 1, 1998, the annual Assessment shall be One
Hundred Twenty and No/100 Dollars ($120.00) per Lot.
(b) Commencing with the year beginning January 1, 1998, and each year thereafter,
the Board of Directors, at its annual meeting next preceding such January 1, 1998, and each
January 1 thereafter, shall set the amount of the annual Assessment for the following year for each
Lot, taking into consideration the current maintenance costs and the future needs of the
Association; provided, that from and after January 1, 1998, in no event shall the annual
Assessment for each Lot which is subject to being assessed for any year exceed the annual
Assessment levied by the Board for the immediately preceding year by more than ten (10%)
percent except only in the case of unusual or extraordinary costs and expenses to be paid by the
Association as determined from time to time by the Board.
3.5 Special Assessments for Capital Items. In addition to the annual Assessments
authorized by Section 3.4 above, the Association may levy in any Assessment year a special
Assessment, applicable to that year only, for the purpose of defraying, in whole or in part, any
unanticipated cost or expense related to the Common Maintenance or for the cost of acquiring or
replacing any capital item, including the necessary maintenance equipment and personal property
related to the Common Maintenance; PROVIDED THAT any such Assessment for capital
improvements shall have the assent of the Members entitled to cast two-thirds (2/3) of the votes
of the members of the Association entitled to vote who either (i) are voting in person or by proxy
at a meeting duly called for this purpose, as provided in Section 2.2, or (ii) execute a written
consent in lieu of a meeting for such purpose.
REDAL: 103324.2 24763-00003 6
3.6 Uniform Rate of Assessment. Both regular and special Assessments shall be fixed at
a uniform rate for all Lots; provided, that no Lot shall be subject to any Assessment until the date
upon which such Lot has been conveyed by Declarant to a third-party purchaser.
3.7 Date of Commencement of Assessments: Due Date.
(a) The initial Assessment provided for in Section 3.4 above shall commence on the
date fixed by the Board to be the date of commencement, and shall be paid in advance, on the first
day of each period designated by the Board thereafter; provided, however, that if the date of
commencement falls on other than the first day of a quarter, the Assessment for such quarter shall
be prorated by the number of days remaining in the quarter.
(b) The due date or dates, if it is to be paid in installments, of any special Assessment
under Section 3.5 above shall be fixed in the resolution authorizing such Assessment.
3.8 Duties of the Board with Respect to Assessments.
(a) The Board shall fix the date of commencement and the amount of the Assessment
against each Lot for each Assessment period at least thirty (30) days in advance of such date or
period and shall, at that time, prepare a roster of the Lots and Assessments applicable thereto
which shall be kept in the office of the Association and shall be open to inspection by any Owner.
The amount of the annual Assessment established by the Board for each Lot shall include, without
limitation, an amount sufficient to maintain the Reserve Fund in accordance with the provisions
of Section 3.2(b) hereof.
(b) Written notice of the Assessment shall thereupon be delivered or mailed to every
Owner subject thereto.
(c) The Board shall upon demand at any time furnish to any Owner liable for each
Assessment a certificate in writing signed by an officer of the Association, setting forth whether
such Assessment has been paid. Each such certificate shall be conclusive evidence of payment of
any Assessment therein stated to have been paid. A reasonable charge may be made by the Board
for the issuance of such certificates.
3.9 Effect of Non-Payment of Assessment: The Personal Obligation of the Owner. the
Lien. Remedies of Association.
(a) If any Assessment or any part thereof is not paid on the date(s) when due (being
the dates specified by the Board pursuant to Section 3.7 above), then the unpaid amount of such
Assessment shall become delinquent and shall, together with such interest thereon and the costs
of collection thereof as hereinafter provided, thereupon become a continuing lien on the Lot of
the non-paying Owner which shall bind such LOt in the hands of the then Owner, his heirs,
executors, devisees, personal representatives and assigns. The personal obligation of the then
Owner to pay such Assessment, however, shall remain his personal obligation and shall not pass
to his successors in title unless expressly assumed by them. The lien for unpaid Assessments shall
PEDAL: 103324.2 24763-00003 7
be unaffected by any sale or assignment of a Lot and shall continue in full force and effect. No
Owner may waive or otherwise escape liability for the Assessments provided herein by non-use
of the Common Maintenance Areas or abandonment of his Lot.
(b) In furtherance of the Lien provided in Section 3.9(a) above, and to secure the full
and timely payment of all Assessments and other amounts payable by each Owner hereunder, each
Owner does hereby grant and convey unto Declarant, in trust as Trustee (the "Trustee"), the Lot
owned by such Owner, subject to all easements and other encumbranCes affecting such Lot;
provided, that each such grant shall be subordinated to the lien of any mortgage or deed of trust
only to the extent provided in Section 3.10 below; and for these purposes the provisions of this
paragraph shall be deemed to have created a deed of trust (the "Deed of Trust") covering all of
the Lots with a power of sale granted to the Trustee in accordance with the provisions of Chapter
51 of the Texas Property Code (the "Code") and as it may be amended from time to time. The
Deed of Trust created hereby shall be upon the same terms and conditions, and shall provide to
the Association all of the rights, benefits and privileges, of the Deed of Trust promulgated by the
State Bar of Texas for use by lawyers designated as Form No. 2402, and all amendments,
modifications and substitutions thereof, which form is hereby incorporated by reference for all
purposes hereof. The Association, acting through its president, shall have the right in its sole
discretion at any time, and from time to time, to appoint in writing a substitute or successor
trustee who shall succeed to all rights and responsibilities of the then acting Trustee.
(c) Without limitation of the remedies available to the Association and to the other
owners upon the occurrence of a default by any Owner in the payment of any Assessment or other
amount due and payable hereunder, the Association may, at its election and by and through the
Trustee, sell or offer for sale the Lot owned by the defaulting Owner to the highest bidder for cash
at public auction in accordance with the provisions of the Code. The Association may, at its
option, accomplish such foreclosure sale in such manner as permitted or required by the Code or
by any other present or subsequent laws relating to the same. After the sale of any Lot in
accordance with the provisions of this paragraph, the Owner of such Lot shall be divested of any
and all interests and claims thereto, and the proceeds of any such sale shall be applied in the
following order of priority: (i) to the payment of the costs and expenses of taking possession of
the Lot, (ii) to the payment of reasonable Trustee's fees, (iii) to the payment of costs of
advertisement and sale, (iv) to the payment of all unpaid Assessments and other amounts payable
by such Owner to the Association hereunder, and (v) to the defaulting Owner or to any other party
entitled thereto. The Association shall have the right to become the Purchaser at the sale of any
Lot hereunder and shall have the right to be credited on the amount of its bid therefor all of the
Assessments due and owing by the defaulting Owner to the Association as of the date of such sale.
(d) If any Assessment or part thereof is not paid within thirty (30) days after the
delinquency date, the unpaid amount of such Assessment shall bear interest from the date of
delinquency at the maximum legal rate of interest, and the Association may, at its election, bring
an action at law against the Owner personally obligated to pay the same in order to enforce
payment and/or to foreclose the lien against the property subject thereto, and there shall be added
to the amount of such Assessment the costs of preparing and filing the complaint (including
reasonable attorneys' fees) in such action, and in the event a judgment is obtained such judgment
REDAL: 103324.2 24763-00003 8
shall include interest on the Assessment as above provided and a reasonable attorneys' fee to be
fixed by the court, together with the costs of the action. In addition to interest on delinquent
amounts as set forth above, each Delinquent Owner shall be obligated to pay a late charge with
respect to any Assessment which is not paid within thirty (30) days after the date 'due as
determined from time to time by the Board.
3.10 Subordination of the Lien to Mortgages. The lien securing the payment of the
Assessments and other obligations provided for herein shall be superior to any and all other
charges, liens or encumbrances which may hereafter in any manner arise or be imposed upon any
Lot whether arising from or imposed by judgment or decree or by any agreement, contract,
mortgage or other instrument, except for:
(a) bona fide first mortgage or deed of trust liens for purchase money and/or home
improvement purposes placed upon a Lot, including without limitation Institutional Mortgages and
Eligible Mortgages, in which event the Association's lien shall automatically become subordinate
and inferior to such first lien,
(b) liens for taxes or other public charges as are by applicable law made superior to the
Association's lien; and
(c) such other liens about which the Board may, in the exercise of its reasonable
discretion, elect to voluntarily subordinate the Association's lien;
provided however, such subordination shall apply only to (i) the Assessments which have been
due and payable prior to the foreclosure sale (whether public or private) of such Lot pursuant to
the terms and conditions of any such first mortgage or deed of trust or tax lien; and (ii) the
permitted lien on the Lot alone. Such sale shall not relieve such Lot from liability for the amount
of any Assessment thereafter becoming due nor from the lien of any such subsequent Assessment.
Such subordination shall not apply where the first mortgage or deed of trust or tax lien is used as
a device, scheme or artifice to evade the obligation to pay Assessments and/or to hinder the
Association in performing its functions hereunder.
3.11 Exempt Property.. The following property subject to this Declaration shall be
exempted from the Assessments, charge and lien created herein.
(a)
public use.
All properties dedicated and accepted by a local public authority and devoted to
(b) All Lots owned by Declarant.
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GENERAL POWERS AND DUTIES OF BOARD OF DIRECTORS
OF THE ASSOCIATION
4.1 Powers and Duties.
(a) The Board, for the benefit of the Properties and the Owners, shall provide, and
shall pay for out of the Maintenance Fund provided for in Section 3.1 above, the following:
(i) Care, preservation and maintenance of the Common Maintenance Areas,
including without limitation Common Maintenance and the purchase and upkeep of any
desired personal property used in connection with the maintenance of the Common
Maintenance Areas.
(ii) The services of a person or f'u'm to manage the Association or any separate
portion thereof, to the extent deemed advisable by the Board, and the services of such
other personnel as the Board shall determine to be necessary or proper for the operation
of the Association, whether such personnel are employed directly by the Board or by the
manager.
(iii)
Legal and accounting services.
(iv) If deemed appropriate by the Board, a policy or policies of insurance
insuring the Association against any liability to the public or to the Owners (and/or invitees
or tenants), incident to the operation of the Association, in an amount not less than
$100,000 to indemnify against the claim of one person, $300,000 against the claims of two
or more persons in any one occurrence, and property damage insurance in an amount not
less than $100,000 per occurrence; which policy or policies shall contain an endorsement
providing that the rights of the named insureds shall not be prejudiced with respect to
actions against other named insureds.
(v) 'Workmen's compensation insurance to the extent necessary to comply with
any applicable laws.
(vi)
Such fidelity bonds as the Board may determine to be advisable.
(vii) Any other materials, supplies, insurance, furniture, labor, services,
maintenance, repairs, taxes or Assessments (including taxes or Assessments assessed
against an individual Owner) which the Board is required to obtain or pay for pursuant to
the terms of this Declaration or by law or which in its opinion shall be necessary or proper
for the operation or protection of the Association or for the enforcement of this
Declaration.
(b) The Board shall have the following additional rights, powers and duties:
REDAL:I03324.2 24763-00003 10
(i) To borrow funds to pay costs of operation, secured by assignment or pledge
of rights against delinquent Owners, if the Board sees fit.
(ii) To enter into contracts, maintain one or more bank accounts (granting
authority as the Board shall desire to one or more persons to sign checks), and, generally,
to have all the powers necessary or incidental to the operation and manage of the
Association.
(iii) To provide adequate reserve for maintenance and repairs, including without
limitation the establishment and maintenance of the Reserve Fund.
(iv) To make reasonable roles and regulations for the maintenance and protection
of the Common Maintenance, and to amend them from time to time, provided that any
rule or regulation may be amended or repealed by an instrument in writing signed by a
majority of the Members.
(v) To make available to each Owner upon written request within sixty days
after the end of each year an annual report and, upon the written request of one-tenth of
the members, to have such report audited by an independent certified public accountant,
which audited report shall be made available to each Member within thirty days after
completion.
(vi) To adjust the amount, collect, and use any insurance proceeds to repair
damage or replace lost property, and if proceeds are insufficient to repair damage or
replace lost property, to assess the Members in proportionate amounts to cover the
deficiency.
(vii) To enforce the provisions of this Declaration and any rules made hereunder
and to enjoin and seek damages from any Owner for violation of such provision or rules.
4.2 Board powers. Exclusive. The Board shall have the exclusive rights to (i) contract
for all goods, services, and insurance, payment for which is to be made from the Maintenance
Fund with regard to Common Maintenance Areas; provided, that to the extent that monies in the
Reserve Fund are available for use by the Association, then such monies shall be used, to the
extent necessary, for payment of all costs and expenses of Common Maintenance with respect to
improvements owned from time to time by the Association; and (ii) perform all functions of the
Board set forth herein and in the articles of incorporation and other documents forming the
Association, except as specifically provided herein and therein.
ARTICLE V
EASEMENTS
5.1 Easement Reserved for the Association. Full rights of ingress and egress shall be had
by the Association at all times over and upon each Lot and the Properties for the carrying out by
REDAL: 103324.2 24763-00003 1 1
the Association of its rights, functions, duties and obligations hereunder; provided, that any such
entry by the Association upon any Lot shall be made with as minimum inconvenience to the
Owner as practical, and any damage caused thereby shall be repaired by the Association at the
expense of the Maintenance Fund.
5.2 Rights Reserved by Declarant. Declarant hereby reserves temporary construction
easements for the construction, repair, removal, maintenance and reconstruction of improvements
within the Properties, including the right to remove, on a temporary basis, fences, driveways,
sprinkler systems, landscaping and other improvements as shall be reasonably necessary to enable
such Declarant to complete the development and improvement of the Properties; provided, that
any such improvements removed by any Declarant shall be replaced and/or restored, upon
completion of the construction activities, to substantially their former condition. All claims for
damages, if any, arising out of any such construction or other activities by Declarant are hereby
waived by each Owner and the Association.
5.3 Rights Reserved to Municipal Authorities and Utility. Companies. Full rights of
ingress and egress shall be had by Declarant, any municipal authority having jurisdiction over the
Properties, and any utility company which provides utilities to the Properties, at all times over any
dedicated easement for the installation, operation, maintenance, repair or removal of any utility,
together with the right to remove any obstruction that may be placed in such easement that would
constitute interference with the use of such easement, or with the use, maintenance, operation or
installation of such utility. All claims for damages, if any, arising out of the construction,
maintenance and repair of utilities or on account of temporary or other inconvenience caused
thereby against the Declarant, or any utility company or municipality, or any of its agents or
servants are hereby waived by each Owner and the Association. Declarant further reserves the
right to alter, redesign or discontinue any street, avenue or way shown on the subdivision plat not
necessary for ingress or egress to and from an Owner's Lot, subject to the approval of the City,
if required.
ARTICLE VI
RIGHTS OF CERTAIN MORTGAGEES AND MORTGAGE INSURERS
The provisions within this Article are for the primary benefit of:
(a) the owners and holders of Institutional Mortgages which are required to satisfy the
applicable requirements of FHA, VA, FNMA, FMLMC and other similar governmental,
quasi-governmental and nationally recognized public and/or private sources of end financing (such
mortgagees sometimes collectively referred to herein as "Eligible Mortgagees" and their mortgages
referred to as "Eligible Mortgages"); and
(b) the insurers, guarantors, participants and subsidizers of the Eligible Mortgages,
sometimes collectively referred to herein as the "Eligible Insurers".
PEDAL: 103324.2 24763-00003 12
To the extent applicable, necessary or proper, the provisions of this Article VI apply not only to
this Declaration but also to the Articles of Incorporation and By-Laws of the Association. This
Article is supplemental to, and not in substitution of, any other provisions of this Declaration, the
Articles of Incorporation and By-Laws, but in the event of ambiguity or conflict, this Article shall
control.
6.1 Notices of Action. An Eligible Mortgagee or Eligible Insurer who provides written
request to the Association (such request to state the name and address of such holder, insurer or
guarantor and a reasonable description of the Dwelling Unit covered by the Eligible Mortgage)
will be entitled to receive timely written notice of.
(a) any proposed termination of the Association;
(b) any condemnation loss or any casualty loss which affects a material portion of the
Properties or which materially affects any Dwelling Unit on which there is an Eligible Mortgage
held, insured or guaranteed by such Eligible Mortgagee or Eligible Insurer, as applicable;
(c) any delinquency in the payment of Assessments or charges owed by an Owner of
a Dwelling Unit subject to the Eligible Mortgage of such Eligible Mortgagee or Eligible Insurer,
where such delinquency has continued for a period of sixty (60) days;
(d) any lapse, cancellation or material modification of any insurance policy or fidelity
bond maintained by the Association; or
(e) any proposed action which would require the consent of the Eligible Mortgagees
as required hereinbelow.
6.2 Joinder to Documents. (a) Eligible Mortgagees who have requested the Association
to notify them concerning any proposed action that requires the consent of a specified percentage
of Eligible Mortgagees also have the right to join in the decision making about certain
amendments to this Declaration. Amendments of a material nature (as def'med below) shall be
agreed to by: (i) at least sixty-seven percent (67%) of the Dwelling Unit Owners; and (ii)the
Declarant or the Board of Directors of the Association, and (iii) Eligible Mortgagees representing
at least fifty-one percent (51%) of the Dwelling Units that are subject to Eligible Mortgages. A
substantive change to any of the following shall be considered as material:
· voting rights;
· Assessments, Assessment liens, or subordination of Assessment liens;
· reserves for maintenance, repair, and replacement of Common Properties;
· responsibility for maintenance and repairs;
· boundaries of any Lot covered by an Eligible Mortgage;
REDAL: 103324.2 24763-00003 13
· convertibility of Dwelling Units into Common Properties or vice versa;
insurance or fidelity bonds;
imposition of any restrictions on a Dwelling Unit Owner's right to Sell or
transfer his or her Dwelling Unit;
any action to terminate the legal status of the Properties after substantial
destruction or condemnation occurs, or
any provisions that expressly benefit Eligible Mortgagees or Eligible
Insurers.
Additions or amendments such as the correction of a technical error or the clarification of a
statement shall not be considered or construed as being "material."
(b) If and when the Dwelling Unit Owners are considering termination of the coverage
of this Declaration over the Properties for reasons other than substantial destruction or
condemnation, the Eligible Mortgagees representing at least sixty-seven percent (67%) of the
mortgaged Dwelling Units in the Properties shall agree.
6.3 Special FHLMC Provision. (a) So long as required by the Federal Home Loan
Mortgage Corporation, the following provisions apply in addition to and not in lieu of the other
Sections of this Article. Unless two-thirds (2/3) of the Eligible Mortgagees or Owners give their
consent, and subject to the condition that any proposed action of the Association purportedly
covered by the following requirements shall be material and adverse, the Association shall not:
(i) by act or omission seek to abandon, partition, subdivide, encumber, sell or transfer
the common properties which the Association owns, directly or indirectly (but the granting of
easements for public utilities or for other public purposes consistent with the intended use of the
development shall not be deemed a transfer);
(ii) change the method of determining the obligations, Assessments, dues or other
charges which may be levied against an Owner;
(iii) by act or omission charge, waive or abandon any scheme of regulations or
enforcement thereof pertaining to the exterior appearance and maintenance of Dwelling Units and
of any common properties owned by the Association;
(iv) assign any future income of the Association, including its right to receive
Assessments;
(v) fail to maintain fire and extended coverage insurance on assets owned by the
Association, if required by this Declaration; or
REDAL: 103324.2 24763-00003 14
(vi) use hazard insurance proceeds for any common properties losses for other than the
repair, replacement or reconstruction of such properties.
The provisions of this Section 6.3 shall not be construed to reduce the percentage vote that shall
be obtained from Eligible Mortgagees or Owners when a larger percentage vote is otherwise
required for any of the actions described in this Section.
(b) Eligible Mortgagees may, jointly or singularly, pay taxes or other charges which
are in default and which may or have become a charge against the Common Areas (if any) and
may pay overdue premiums on casualty insurance policies, or secure new casualty insurance
coverage upon the lapse of a policy, for any common properties owned by the Association, and
Eligible Mortgagees making such payments shall be entitled to immediate reimbursement from the
Association.
6.4 Approval of Amendments. The failure of an Eligible Mortgagee or Eligible Insurer
to respond within thirty (30) days to any written request of the Association for approval of an
addition or amendment shall constitute an implied written approval of the addition or amendment.
6.5 Inspection of Books. The Association shall have current copies of the Declaration,
Articles of Incorporation, Bylaws, rules and regulations, books, records and financial statements
available for inspection by Dwelling Unit Owners and by Eligible Mortgagees and Eligible
Insurers during normal business hours or under other reasonable circumstances.
6.6 Financial Statements. The Association shall provide any eligible Mortgagee or
eligible Insurer which submits a written request with a copy of an annual financial statement
within ninety (90) days following the end of each fiscal year of the Association. Such financial
statement shall be audited by an independent certified public accountant, at the expense of the
Association, if any Eligible Mortgagee or Eligible Insurer submits a written request for it.
6.7 Enforcement. The provisions of this Article are for the benefit of Eligible Mortgagees
and Eligible Insurers and their successors and may be enforced by any of them by any available
means, at law, or in equity.
6.8 Attendance at Meetings. Any authorized representative(s) of an Eligible Mortgagee
or Eligible Insurer may attend and address any meeting of the Association which an Owner may
attend.
ARTICLE vii
PROTECTIVE COVENANTS
7.1 Residential Purpose Only. Each Lot and Dwelling Unit shall be used exclusively
for single-family residential purposes only. No building or structure intended for or adapted to
business purposes, and no apartment house, double house, lodging house, rooming house,
hospital, sanatorium or doctor's office, or other multiple-family dwelling shall be erected, placed,
REDAL: 103324.2 24763-430003 15
permitted or maintained on any Lot, or on any part thereof. No improvement or structure
whatever, other than a first-class private Dwelling Unit, patio walls, swimming pool, and
customary outbuildings, garage, servants' quarters or guest house may be erected, placed or
maintained on any Lot. All parking spaces shall be used exclusively for the parking of passenger
automobiles.
7.2 Rubbish. Etc. No Lot shall be used in whole or in part for the storage of rubbish
or any character whatsoever, nor for the storage of any property or thing that will cause such Lot
to appear in an unclean or untidy condition or that will be obnoxious to the eye; nor shall any
substance, thing or material be kept upon any Lot that will emit foul or obnoxious odors, or that
will cause any noise that will or might disturb the peace, quiet, comfort or serenity of the
occupants of the surrounding property. No weeds, underbrush or other unsightly growths shall
be permitted to grow or remain upon the Lot, and no refuse pile or unsightly objects shall be
allowed to be placed or suffered to remain anywhere thereon.
7.3 Animals. No animals, livestock, or poultry shall be raised, bred or kept in any
portion of the Properties except that dogs, cats or other household pets may be kept, but not for
any commercial purposes, provided that they do not create a nuisance.
7.4 Development Activity. Notwithstanding any other provision herein, Declarant and
its successors and assigns shall be entitled to conduct on the Properties all activities normally
associated with and convenient to the development of the Properties and the construction and sale
of Dwelling Units on the Properties.
7.5 Signs and Picketing. No sign or emblem of any kind may be kept or placed upon
any Lot or mounted, painted or attached to any Unit, fence or other improvement upon such Lot,
or upon any vehicle parked on or adjacent to any LOt, so as to be visible from public view except
the following:
(a) ~r_~le~jg~. An Owner may erect one (1) sign on his Lot, not exceeding
2' x 3' in area, fastened only to a stake in the ground and extending not more than three (3) feet
above the surface of such Lot advertising the property for sale.
(b) Declarant's Signs. Signs or billboards may be erected by Declarant.
(c) P~litig.aJ_i,~g~. Political signs may be erected upon a Lot by the Owner of
such Lot advocating the election of one or more political candidates or the sponsorship or a
political party, issue or proposal, provided that such signs shall not be erected more than ninety
(90) days in advance of the election to which they pertain and shall be removed within fifteen (15)
days after such election.
7.6 Cam~rs. Trucks. Boats and Recreational Vehicles. No campers, commercial vans,
commercial pickup trucks, boats, boat trailers, recreational vehicles and other types of non-
passenger vehicles, vehicles displaying any message intended for public view, equipment,
implements or accessories may be kept on any Lot unless the same are fully enclosed within the
R£DAL: 103324.2 24763-00003 16
garage located on such Lot and/or said vehicles and accessors are screened from view by a
screening structure or fencing approved by the ACC (as provided ~ Article VIII hereof), and such
vehicles and accessories are in an operable condition. The ACC, as designated in this
Declaration, shall have the absolute authority to determine from time to time whether a vehicle
and/or accessory is operable and adequately screened from public view. Upon an adverse
determination by said ACC, the vehicle and/or accessory shall be removed and/or otherwise
brought into compliance with this paragraph.
7.7 Commemial or Institutional Use. No Lot, and no building erected or maintained
on any Lot, shall be used for manufacturing, industrial, business, commercial, institutional or
other non-residential purposes.
7.8 Building Standards. No building shall be erected or maintained on any Lot unless
it complies with all applicable governmental requirements, including any applicable building codes
and ordinances.
7.9 Detached Buildings. No detached accessory buildings, including, but not limited
to, detached garages and storage buildings, shall be erected, placed or constructed upon any Lot
without the prior consent of the ACC.
7.10 Fences. No fence, wall or hedge shall be erected or maintained on any Lot nearer
to the street than the building setback lines for the front and side yards without prior consent of
the ACC. The foregoing restriction shall not be applicable to the construction or erection of any
fence, wall or hedge on any Lot by Declarant.
7.11 Antennae. Satellite Dishes and Solar Collectors. No Owner may erect or maintain
a television or radio receiving or transmitting antenna, satellite dish or similar implement or
apparatus, or solar collector panels or equipment upon any Lot unless such apparatus is erected
and maintained in such a way that it is screened from public view at a point in the center of the
public street right-of-way directly in front of the house erected on such Lot; and no such apparatus
shall be erected without the prior written consent of the ACC.
7.12 Chimneys. All fireplace flues, smoke stacks and spark arrestors shall be completely
enclosed and concealed from public view in finished chimneys of materials architecturally
compatible with the principal finish material of the exterior walls of the dwelling or otherwise
approved by the ACC.
7.13 Clothes Hanging Devices. Exterior clothes hanging devices shall not be permitted.
7.14 Window Treatment. No aluminum foil, reflective film, signs or similar treatment
shall be placed on windows or glass doors.
7.15 Lot Size. No residential structure shall be erected or placed on any LOt which has
a minimum lot width and size less than that shown on the recorded plat; provided, however, that
Declarant may revise the width and size of any Lot or Lots which it owns, and the restriction set
REDAL: 103324.2 24763-00003 17
forth in the preceding sentence shall thereupon not apply to any such revised Lot(s). Any such
revision by Declarant shall be set forth upon a supplement plat filed of record in accordance with
the then-applicable city ordinances and zoning regulations of the City.
7.16 Temporary_ Structures. No structure of a temporary character, mobile home, trailer,
including boat trailer, basement, tent, shack, barn or other outbuilding, shall be used on any Lot
at any time as a residence, either temporarily or permanently.
7.17 Exterior Paint Colors. No modification or change of original exterior paint colors
of any improvement situated upon any Lot shall be allowed without the prior written consent of
the ACC.
7.18 Gas Service. The Subdivision has been piped for natural gas service by Lone Star
Gas Company on a condition and promise by Declarant to Lone Star Gas Company that each
residence built on a Lot in the Subdivision will be equipped with unsupplemented gas heating and
gas water heating. This condition and promise may be enforced by Lone Star Gas Company, its
successors or assigns, against Declarant, or its successors-in-interest (including each Owner), for
a period of six (6) years from the date this restriction is recorded, but not thereafter.
ARTICLE VIII
ARCHITECTURAL CONTROL
Anything contained in the foregoing Article VII of this Declaration to the contrary
notwithstanding, no erection of buildings or exterior additions or alterations to any building
situated upon the Properties, nor erection of or changes to or additions in fences, hedges, walls
and other structures, nor construction of any swimming pools or other improvements, shall be
commenced, erected and maintained until (1) a preliminary sketch showing basic plan and general
specifications of same shall have been submitted and approved by an Architectural Control
Committee (herein called the "ACC") appointed by the Board, and (2) the final plans and
specifications showing the nature, kind, shape, height, materials, and location of the same shall
have been submitted to and approved in writing as to harmony of external design, appearance, and
location in relation to surrounding structures and topography by the ACC or by the Board;
provided, however, that the provisions of this Article VIII shall not apply to buildings, structures,
additions and alterations commenced, erected or maintained by Declarant. A copy of the
approved plans and drawings shall be furnished by each Owner to the ACC and retained by the
ACC. In the event the ACC or the Board fails to approve or disapprove such design and location
within thirty (30) days after the said plans and specifications have been submitted to it, or, in the
event, if no suit to enjoin the addition, alteration or changes has been commenced prior to the
completion thereof, approval will not be required and this Article will be deemed to have been
fully complied with. Neither the members of the ACC nor the Board shall be entitled to
compensation for, or liable for damages, claims or causes of actions arising out of, Services
performed pursuant to this Article. The provisions of this Article VIII shall not be applicable to
Declarant or to the construction or erection of any imprbvements, additions, alterations, buildings
or other structures by Declarant upon any Lot.
REDAL: 103324.2 24763-00003 18
ARTICLE IX
GENERAL PROVISIONS
9.1 Power of Attorney. Each and every Owner and Member hereby makes, constitutes
and appoints Declarant (without the necessity of the joinder of the other Declarant) as his/her true
and lawful attorney-in-fact, coupled with an interest and irrevocable, for him/her and in his/her
name, place and stead and for his/her use and benefit, to do the following:
(a) to exercise, do or perform any act, right, power, duty or obligation whatsoever in
connection with, arising out of, or relating to any matter whatsoever involving this Declaration
and the Properties;
(b) to sign, execute, acknowledge, deliver and record any and all instruments which
modify, amend, change, enlarge, contract or abandon the terms within this Declaration, or any
part hereof, with such clause(s), recital(s), covenant(s), agreement(s) and restriction(s) as
Declarant shall deem necessary, proper and expedient under the circumstances and conditions as
may be then existing; and
(c) to sign, execute, acknowledge, deliver and record any and all instruments which
modify, amend, change, enlarge, contract or abandon the subdivision plat(s) of the Properties, or
any part thereof, with any easements and rights-of-way to be therein contained as the Declarant
shall deem necessary, proper and expedient under the conditions as may then be existing.
The rights, powers and authority of said attorney-in-fact to exercise any and all of the
rights and powers herein granted shall commence and be in full force upon recordation of this
Declaration in the Dallas County Clerk's Office and shall remain in full force and effect thereafter
until all Lots owned by Declarant have been sold and conveyed by Declarant to Class A Members.
9.2 Duration. This Declaration shall run with and bind the land subject to this
Declaration, and shall inure to the benefit of and be enforceable by the Association and/or the
Owner of any land subject to this Declaration, their respective legal representatives, heirs,
successors and assigns, for an original fifty (50) year term expiring on the fiftieth (50th)
anniversary of the date of recordation of this Declaration, after which time this Declaration shall
be automatically extended for successive periods of ten (10) years unless an instrument is signed
by the Owners of at least fifty-one percent (51%) of all Lots within the Properties and recorded
in the Deed Records of Dallas County, Texas, which contains and sets forth an agreement to
abolish this Declaration; provided, however, no such agreement [where approved by less than
seventy-five percent (75 %) of the Owners of all Lots within the Properties] to abolish shall be
effective unless made and recorded one (1) year in advance of the effective date of such
abolishment.
9.3 Amendments. This Declaration expressly subject to change, modification and/or
deletion by means of amendment at any time and from time to time as provided herein. This
Declaration may be amended and/or changed in part as follows:
REDAL: 103324.2 24763-00003 19
(a) In response to any governmental or quasi-governmental suggestion, guideline,
checklist, requisite or requirement, particularly with respect to those entities or agencies directly
or indirectly involved in, or having an impact on, mortgage financing, mortgage insurance and/or
reinsurance, Declarant shall have the complete and unrestricted right and privilege to amend,
change, revise, modify or delete portions of this Declaration, and each and every Owner and
Member specifically and affirmatively authorizes and empowers Declarant, utilizing the
attorney-in-fact status set forth in Section 7.1 above, to undertake, complete and consummate any
and all such amendments, changes, revisions, modifications or deletions as Declarant (in its sole
and absolute discretion) shall deem reasonable and appropriate.
(b) Declarant may otherwise amend or change these Covenants by exercising its powers
under Section 9.1 hereinabove or with the direct consent of the Owners of at least fifty-one
percent (51%) of the Lots within the Properties.
(c) At such time as Declarant no longer owns any Lot within the Properties, this
Declaration may be amended either by (i) the written consent of the Owners of at least fifty-one
percent (51%) of the Lots within the Properties, or (ii) the affirmative vote of the Members
entitled to cast fifty-one percent (51%) of the votes of the Members of the Association entitled to
vote who are present at a meeting duly called for such purpose.
Any and all amendments shall be recorded in the Office of the County Clerk of Dallas County,
Texas.
9.4 Enforcement. Each Owner of each Lot shall be deemed, and held responsible and
liable for the acts, conduct and omission of each and every Resident, Member, guest and invitee
affiliated with such Lot, and such liability and responsibility of each Owner shall be joint and
several with their Resident(s), Member(s), guests and invitees. The lien created hereby on each
Lot shall extend to, cover and secure the proper payment and performance by each and every
Resident, Member, guest and invitee affiliated with each Owner. Unless otherwise prohibited or
modified by law, all parents shall be liable for any and all personal injuries and property damage
proximately caused by the conduct of their children (under the age of 18 years) within the
Properties. Enforcement of this Declaration may be initiated by any proceeding at law or in
equity against any person or persons violating or attempting to violate them, whether the relief
sought is an injunction or recovery of damages, or both, or enforcement of any lien created by
this Declaration, but failure by the Association or any Owner to enforce any Covenant herein
contained shall in no event be deemed a waiver of the right to do so thereafter. The Association
and the City are each specifically authorized (but not obligated) to enforce this Declaration. With
respect to any litigation hereunder, the prevailing party shall be entitled to recover all costs and
expenses, including reasonable attorneys' fees, from the non-prevailing party.
9.5 Validi_ty. Violation of or failure to comply with this Declaration shall not affect the
validity of any mortgage, bona fide lien or other similar security instrument which may then be
existing on any Lot. Invalidation of any one or more of the provisions of this Declaration, or any
portions thereof, by a judgment or court order shall not affect any of the other provisions or cove-
nants herein contained, which shall remain in full force and effect. In the event any portion of
PEDAL: 103324.2 24763-00003 20
this Declaration conflicts with mandatory provisions of any ordinance or regulation promulgated
by the City (including, without limitation, the Zoning Ordinance), then such municipal
requirement shall control.
9.6 Headings. The headings contained in this Declaration are for reference purposes only
and shall not in any way affect the meaning or interpretation of this Declaration. Words of any
gender used herein shall be held and construed to include any other gender, and words in the
singular shall be held to include the plural and vice versa, unless the context requires otherwise.
Examples, illustrations, scenarios and hypothetical situations mentioned herein shall not constitute
an exclusive, exhaustive or limiting list of what can or cannot be done.
9.7 Registration with the Association. Each and every Owner, Member and Resident shall
have an affirmative duty and obligation to originally provide, and thereafter revise and update,
within fifteen (15) days after a material change has occurred, various items of information to the
Association such as: (a) the full name and address of each Owner, Member and Resident, (b) the
full name of each individual family member who resides within the residential dwelling of the Lot
Owner, (c) the business address, occupation and telephone numbers of each Resident; (d) the
description and license plate number of each automobile owned or used by a Resident and brought
within the Properties; (e) the name, address and telephone numbers of other local individuals who
can be contacted (in the event the Resident cannot be located) in case of an emergency; and
(f) such other information as may be reasonably requested from time to time by the Association.
In the event any Owner, Member or Resident fails, neglects or refuses to so provide, revise and
update such information, then the Association may, but is not required to, use whatever means
it deems reasonable and appropriate to obtain such information and the offending Owner, Member
and Resident shall become automatically jointly and severally liable to promptly reimburse the
Association for all reasonable costs and expenses incurred in so doing.
9.8 Notices to Resident/Member/Owner. Any notice required to be given to any
Resident, Member or Owner under the provisions of this Declaration shall be deemed to have been
properly delivered when (i) deposited in the United States Mail, postage prepaid, addressed to the
last known address of the person who appears as the Resident, Member or Owner on the records
of the Association at the time of such mailing, or when (ii) delivered by hand or by messenger to
the last known address of such person within the Properties; or when (iii) posted on the
Association's bulletin board for at least thirty (30) consecutive calendar days.
9.9 Notices to Mortgagees. The holder(s) of a mortgage may be furnished with written
notification from the Association of any default by the respective mortgagor/Member/Owner in
the performance of such mortgagor's/Member's/Owner's obligation(s) as established by this
Declaration, provided that the Association has been theretofore furnished, in writing, with the
correct name and address of such mortgage holder(s) and a request to receive such notification and
a reasonable supply of self-addressed, stamped envelopes.
9.10 Disputes. Matters of dispute or disagreement between Owners, Residents or
Members with respect to interpretation or application of the provisions of this Declaration or the
Association Bylaws, shall be determined by the Board. These determinations (absent arbitrary and
REDAL: 103324.2 24763-00003 21
capricious conduct or gross negligence) shall be final and binding upon all Owners, Residents and
Members.
9.11 Dissolution of the Association. Notwithstanding anything contained herein or in
any of the documents forming the Association, the Association may not be dissolved without the
prior written consent of the City.
Witness the hand of an authorized representative of Declarant on the acknowledgment date
noted below.
DECLARANT:
GRAND LAND 96, L.P.,
a Texas limited partnership
By: Grand Texas Homes, Inc.,
resident
THE STATE OF TEXAS §
COUNTY OF DALLAS §
This instrument was acknowledged before me on the ~ day of March, 1997, by
Stephen H. Brooks, President of Grand Texas Homes, Inc., General Partner of GRAND
LAND 96, L.P., a Texas limited partnership, on behalf of such limited partnership~_..
~ i [~'~':~'.~ ) ~ Nc...'-r/. u.klc, State o T~xas ~
Ii \d..~",cZ__::._.~ ,,~:..'o, ~ c_:-~.- (;'/ vq. c~.=~ ~s. ~..9, ~7 [{ /~Not~rYthe StatePUbliCof Texasin and for~
My Commission Expires:
Printed Name
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VILLAGE AT COTTONWOOD CREEK SECTION V
HOMEOWNERS ASSOCIATION, INC.
BYLAWS
ARTICLE I
DEFINITIONS
The following words when used in these bylaws, unless a different meaning or intent
clearly appears from the context, shall have the following meanings:
"Act" shall mean and refer to the Texas Non-Profit Corporation Act, Articles 1396-1.01
through 1396-11.01, Vernon's Tex. Ann. Civil Statutes, and all amendments and additions
thereto.
"Association" shall mean and refer to Village at Cottonwood Creek Section V Homeowners
Association, Inc., a Texas non-profit corporation.
"Articles" shall mean and refer to the Articles of Incorporation of the Association.
"Common Maintenance Areas" shall have the meaning given to it in the Declaration.
"Declarant" shall mean and refer to Grand Land 96, L.P., a Texas limited partnership, and
its successors and any assignee, other than an Owner, who shall receive by assignment from the
said Grand Land 96, L.P., all, or a portion, of its rights hereunder as such Declarant, by an
instrument expressly assigning such rights as Declarant to such assignee.
"Declaration" shall mean and refer to that certain Declaration of Covenants and
Restrictions applicable to the Properties and recorded in Volume __, Page of the
Deed Records of Dallas County, Texas, and as the same may be amended or supplemented from
time to time as therein provided.
"Lot" shall mean and refer to any plot or tract of land shown upon any recorded
subdivision map of the Properties which is shown as a lot thereon and which is or is to be
improved with a residential dwelling.
REDAL: 103675.1 24763-00003
"Member" or "Owner" shall mean and refer to each and every person or entity who is
alone or together with other persons or entities a record title owner of a fee or undivided fee
interest in any Lot; provided, however, the terms "Member" or "Owner" shall not include any
person or entity holding a bona fide lien or security interest in a Lot or other tract or parcel of real
estate out of or a part of the Properties as security for the performance of an obligation, but may
include the Declarant.
"Properties" shall mean and refer to the land and premises in the City of Coppell, Dallas,
County, Texas, as defined in the Declaration.
ARTICLE II
OFFICES
Section 1. The registered office of the Association shall be located in the City of Dallas,
County of Dallas, State of Texas. ,.
Section 2. The Association may also have offices at such other places, within and without
the State of Texas, as the board of directors may from time to time determine or as the business
of the Association may require.
ARTICLE III
MEMBERSHIP
Section 1. Membership. Each .Member shall be a member of the Association.
Membership shall be appurtenant to and may not be separated from the ownership of the real
property which is subject to assessment by the Association. Ownership of such real property
interest, as provided in the Declaration, shall be the sole qualification for membership. The
Association shall have two classes of voting membership, Class A Membership and Class B
Membership, as provided in Section 2.2 of the Declaration.
Section 2. Suspension of Membership. During any period in which a Member shall be
in default in the payment of any annual or special assessment levied by the Association, the voting
rights and right to use of the Common Maintenance Areas ofsuch Member may be suspended by
the Board of Directors until such assessment has been paid. Such rights of a Member may also
be suspended, after notice and hearing, for a period not to exceed thirty (30) days, for violation
of any rules and regulations established by the Board of Directors governing the use of the
Common Maintenance Areas and facilities.
REDAL:I03675.1 24763-00003 -2-
ARTICLE IV
PROPERTY RIGHTS: RIGHTS OF ENJOYMENT
Section 1. Use of Properties. Each Member shall be entitled to the use and enjoyment of
the properties and facilities owned by the Association from time to time as provided in the
Declaration. Any Member may delegate his fights of enjoyment of properties and facilities to 'the
members of his family, his tenants or contract purchasers, who reside on his Lot. Such Member
shall notify the Secretary in writing of the name of any such delegee. The rights and privileges
of such delegee are subject to suspension to the same extent as those of the Member.
ARTICLE V
BOARD OF DIRECTORS. SELECTION: TERM OF OFFICE
Section !. Number. The affairs of this Association shall be managed by a Board of three
(3) directors until the annual meeting in '1994, and thereafter the number of directors shall be
established by the Board at each annual meeting, which number shall never be less than three (3).
~. Election. At the first annual meeting (in 1994) and each annual meeting
thereafter until the directors are elected solely by the Class A Members, the Members shall elect
three directors for a term of one (1) year each. At the first annual meeting following the date
upon which all directors are to be elected solely by Class A Members, the Class A Members shall
elect five directors who shall serve for the following terms:
The three directors receiving the highest number of votes shall each serve for a term of two
years, and the remaining two directors shall each serve for a term of one year.
At each annual meeting thereafter, the Class A Members shall elect new directors to fill any
vacancy created by expired terms of existing directors in a manner so that the Corporation will
at all times have five directors, all of whom shall have two-year terms; provided, that the number
of directors shall be subject to adjustment from time to time as determined the Board under
Section 1 of this Article V above.
ti_S_e&tLo_q~, el~.m__Q~. Any director may be removed from the Board, with or without
cause, by a majority vote of the Members of the Association. In the event of death, resignation
or removal of a director, his successor shall be selected by the remaining members of the Board
and shall serve for the unexpired term of his predecessor.
Section 4. ~,.o.l~,~a]. No director shall receive compensation for any service he may
render to the Association. However, any director may be reimbursed for his actual expenses
incurred in the performance of his duties.
Section 5. Action Taken Without a Meetine. The directors shall have the right to take any
action in the absence of a meeting which they' c(~uld take at a meeting by obtaining the written
PEDAL: 103675.1 24763-00003 -3 -
approval of all the directors. Any action so approved shall have the same effect as though taken
at a meeting of the directors.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held
monthly without notice, at such place and hour as may be fixed from time to time by resolution
of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the
same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held
when called by the President of the Association, or by any two directors, after not less than three
(3) days written notice delivered to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for
the transaction of business. Every act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be regarded as the act of the
Board.
ARTICLE VII
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall be made
by a Nominating Committee. Nominations may also be made from the floor at the annual
meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the
Board of Directors, and two or more Members of the Association. The Nominating Committee
shall be appointed by the Board of Directors prior to each annual meeting of the Members, to
serve from the close of such annual meeting until the close of the next annual meeting and such
appointment shall be announced at each annual meeting. The Nominating Committee shall make
as many nominations for election to the Board of Directors as it shall in its discretion determine,
but not less than the number of vacancies that are to be filled. Such nominations may be made
from among Members or non-members.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot.
At such election the Members or their proxies may cast, in respect to each vacancy, as many votes
as they are entitled to exercise under the provisions of the Declaration. The persons receiving the
largest number of votes shall be elected. Cumulative' voting is not permitted.
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ARTICLE VIII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use of the properties and
facilities of the Association, and the personal conduct of the Members and their guests thereon,
and to establish penalties for the infraction thereof;
(b) exercise for the Association all powers, duties and authority vested in or delegated
to this Association and not reserved to the membership by other provisions of these Bylaws, the
Articles, or the Declaration;
(c) declare the office of a Member of the Board of Directors to be vacant in the event
such member shall be absent from three (3) consecutive regular meetings of the Board of
Directors; and
(d) employ a manager, an indePendent contractor, or such other employees as they
deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present
a statement thereof to the Members at the annual meeting of the Members or at any special
meeting, when such statement is requested in writing by one-fourth (1/4) of the Class A Members
who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their
duties are properly performed;
(c) as more fully provided herein, and in the Declaration, to:
(i)
fix the amount of the annual assessment against each owner in advance of
each annual assessment period, and fix the amount of all special
assessments and default assessments, as provided in Article IV of the
Declaration; and
(ii)
send written notice of each assessment to every Owner subject thereto at
least thirty (30) days in advance of each annual assessment period;
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a
certificate setting forth whether or not any assessment has been paid. A reasonable charge may
be made by the Board for the issuance of these certificates. If a certificate states an assessment
has been paid, such certificate shall be conclusive evidence of such payment;
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(e) procure and maintain adequate liability and hazard insurance on property owned
by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may
deem appropriate; and
(g) cause the Common Maintenance Areas to be maintained as provided in the
Declaration.
ARTICLE IX
COMMITTEES
Section 1. Committees. The Board of Directors shall appoint as provided in the
Declaration, a Nominating Committee, as provided in these Bylaws. In addition, the Board of
Directors may appoint other committees as deemed appropriate in carrying out its purposes, such
as.'
(a) A Recreation Committee which shall advise the Board of Directors on all matters
pertaining to the recreational program and activities of the Association and shall perform such
other functions as the Board, in its discretion, determines;
(b) A Maintenance Committee which shall advise the Board of Directors on all matters
pertaining to the maintenance, repair or improvement of the Properties, and shall perform such
other functions as the Board in its discretion determines;
(c) A Publicity Committee which shall inform the Members of all activities and
functions of the Association, and shall, after consulting with the Board of Directors, make such
public releases and announcements as are in the best interests of the Association; and
(d) An Audit Committee which shall supervise the annual audit of the Association's
books and approve the annual budget and statement of income and expenditures to be presented
to the membership at its regular annual meeting, as provided in Article XI, Section 8 hereof. The
Treasurer shall be an ex officio member of the Committee.
Section 2. Complaints from Members It shall be the duty of each committee to receive
complaints from Members on any matter involving Association functions, duties, and activities
within its field of responsibility. It shall dispose of such complaints as it deems appropriate or
refer them to such other committee, director or officer of the Association as is further concerned
with the matter presented.
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ARTICLE X
MEETINGS OF MEMBERS
Section 1. Place of Meetings Meetings of the Members for the election of directors shall
be held at the offices of the Association in the City of Dallas, State of Texas, or at such other
location within the City of Dallas, State of Texas, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof. Meetings of Members for any other purpose may
be held at such place, within or without the State of Texas, and at Such time as shall be stated in
the notice of the meeting, or in a duly executed waiver of notice thereof.
Section 2. Annual Meetings. Annual meetings of Members, commencing with the year
1995 shall be held on the fourth Tuesday of April if not a legal holiday, and if a legal holiday,
then on the next secular day following at a time set by the President, at which they shall elect by
a plurality vote a Board of Directors, and transact such other business as may properly be brought
before the meeting.
Section 3. Special Meetings. Special meetings of the Members may be called by the
President, the Board of Directors and shall be called by the Secretary upon written request of
Members entitled to cast one-fourth (1/4) of all of the votes of the entire membership or who are
entitled to cast one-fourth (1/4) of the votes of the Class A membership.
Section 4. Notice. Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the meeting is 'called,
shall be delivered not less than ten nor more than fifty days before the day of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary, or the officer or
person calling the meeting, to each Member entitled to vote at such meeting.
Section 5. Purpose. Business transacted at any special meeting shall be confined to the
purposes stated in the notice thereof.
Section 6. Quorum. The presence at any meeting of Members entitled to cast one-tenth
(1/10) of the votes of each class of membership, represented in person or by proxy, shall
constitute a quorum at meetings of Members except as otherwise provided in the Declaration or
the Articles. If, however, a quorum shall not be present or represented at any meeting of the
Members, the Members present in person or represented by proxy shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a quorum shall be
present or represented any business may be transacted which might have been transacted at the
meeting as originally notified.
Section 7. Majority Vote. The vote of Members entitled to cast a majority of the votes
thus represented at a meeting at which a quorum is present shall be the act of the Members
meeting, unless the vote of a greater number is required by law, the Declaration or the Articles.
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Section 8. 3~lg2dgl~. Each Member may cast as many votes as he is entitled to
exercise under the terms and provisions of the Articles on each matter submitted to a vote at a
meeting of Members, except to the extent that the voting rights of any Member have been
suspended in accordance with these Bylaws. At each election for directors every Member entitled
to vote at such election shall have the right to cast as many votes as he is entitled to exercise under
the terms and provisions of the Articles, in person or by proxy, for as many persons as there are
directors to be elected and for whose election he has a right to vote, and Members of the
Association are expressly prohibited from cumulating their votes in any election for directors of
the Association.
Section 9. Proxies. A Member may vote in person or by proxy executed in writing by
the Member or by his duly authorized attorney in fact. No proxy shall be valid after eleven (11)
months from the date of its execution unless otherwise provided in the proxy. Each proxy shall
be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain
irrevocable for a period of more than eleven (11) months from the date of its execution.
Section 10. List of Members. The officer or agent having charge of the corporate books
shall make, at least ten (10) days before each meeting of Members, a complete list of the Members
entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with
the address of each, which list, for a period of ten (10) days prior to such meeting, shall be kept
on file at the principal office of the Association and shall be subject to inspection by any Member
at any time during the usual business hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any Member during the
whole time of the Meeting.
Section 11. Record Date. The Board of Directors may fix in advance a date, not
exceeding fifty (50) days preceding the date of any meeting of Members, as a record date for the
determination of the Members entitled to notice of, and to vote at, any such meeting, and any
adjournment thereof, and in such case such Members and only such Members as shall be Members
of record on the date so fLxed shall be entitled to such notice of, and to vote at, such meeting and
any adjournment thereof, notwithstanding any change of membership on the books of the
Association after any such record date fixed as aforesaid.
Section 12. Action Without Meeting. Any action required by the statutes to be taken at
a meeting of the Members, or any action which may be taken at a meeting of the Members, may
be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed
by all of the Members whose vote is required for the approval of the subject-matter thereof, and
such consent shall have the same force and effect as a vote of Members.
Section 13. Conflict. Any conflict between one or more provisions of these Bylaws and
one or more provisions of the Articles shall be resolved in favor of the provision(s) set forth in
the Articles.
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ARTICLE XI
OFFICERS AND THEIR DUTIES
Section 1. Ellumeration of Offices. The officers of this Association shall be a President
and Vice President, who shall at all times be members of the Board of Directors, a Secretary, and
a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first
meeting of the Board of Directors following each annual meeting of the Members.
Section 3. Term. The officers of this Association shall be elected annually by the Board
and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or
otherwise disqualified to serve.
Section 4. S~cial Appointments. The Board may elect such other officers as the affairs
of the Association may require, each of whom shall hold office for such period, have such
authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or
without cause by the Board. Any officer may resign at any time by giving written notice to the
Board, the President or the Secretary. Such resignation shall take effect on the date of receipt
of such notice or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for
regular election. The officer elected to such vacancy shall serve for the remainder of the term of
the officer he replaces.
Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the
same person. No person shall simultaneously hold more than one of any of the other offices
except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
President
(a) The President shall preside at all meetings of the Board of Directors, shall see that
orders and resolutions of the Board are carried out, shall sign all leases, mortgages, deeds and
other written instruments and shall co-sign all checks and promissory notes.
PEDAL: 103675.1 24763430003 -9-
Vice President
(b) The Vice President shall act in the place and stead of the President in the event of
his absence, inability or refusal to act, and shall exercise and discharge such other duties as may
be required of him by the Board.
Secretary
(c) The Secretary shall record the votes and keep the minutes of all meetings and
proceedings of the Board and of the Members; keep the corporate seal of the Association and affix
it on all papers requiring said seal; serve notice of meetings of the Board and of the Members,
keep appropriate current records Showing the Members of the Association together with their
addresses, and shall perform such other duties as required by the Board.
Treasurer
(d) The Treasurer shall receive and deposit in appropriate bank accounts all monies of
the Association and shall disburse such funds as directed by resolution of the Board of Directors,
shall sign all checks and promissory notes of the Association, keep proper books of account; cause
an annual audit of the Association books to be made by a public accountant at the completion of
each fiscal year; and shall prepare (i) an annual budget and (ii) a statement of income and
expenditures, to be presented to the membership at its regular annual meeting, a copy of each of
which shall be made available to each Member upon request.
ARTICLE XII
ASSESSMENTS
The rights of membership in the Association are subject to the payment of annual and
special assessments levied by the Association, the obligation of which assessments is imposed
against the Owner of and becomes a lien upon the real property against which such assessments
are made as provided by Article IV of the Declaration, which is incorporated herein by reference
and made a part hereof for all purposes.
ARTICLE XIII
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable
business hours, be subject to inspection by any Member. The Declaration, the Articles and the
Bylaws of the Association shall be available for inspection by any Member at the principal office
of the Association, where copies may be purchased at reasonable cost.
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ARTICLE XIV
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the Association, the year of
its organization and the words "Corporate Seal, State of Texas." The seal may be used by causing
it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.
ARTICLE XV
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special meeting of the
Members, by a vote of a majority of a quorum of Members present in person or by proxy.
Section 2. In the case of any conflict between the Articles and these Bylaws, the Articles
shall control; and in the case of any conflict between the Declaration and these Bylaws, the
Declaration shall control.
ARTICLE XVI
FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the
31st day of December of every year, except that the first fiscal year shall begin on the date of
incorporation.
ARTICLE XVII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association may indemnify an officer or director who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because such person is or was a director
or officer if it is determined, in accordance with the provisions of Article 1396-2.22A of the Act,
as the same may be amended from time to time, that the person:
(i)
conducted himself or herself in good faith;
(ii)
reasonably believed:
ao
in the case of conduct in his or her official capacity as a director or officer
of the Association, that his or her conduct was in the Association's best
interests; and
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bo
in all other cases, that his or her conduct was at least not opposed to the
Association's best interests; and
· (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that his
or her conduct was unlawful.
Any indemnification made under the provisions of this Article XVII shall be made in accordance
with the provisions of the Act.
IN WITNESS WI-I~.REOF, we, being all of the directors of Village at Cottonwood Creek
Section V Homeowners Association, Inc. have hereunto set our hands this __ day of March,
1997.
~O0-K~ ~
S
EDWARD D. TOOLE III
J~~ BISHb~-
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CERTIFICATION
I, the undersigned, do hereby certify:
THAT I am the duly elected and actiflg Secretary of Village at Cottonwood Creek
Section V Homeowners Association, Inc., a Texas non-profit corporation, and
THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly
adopted by written consent of the Board of Directors thereof, dated the day of March,
1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
said Association this ~ day of March, 1997.
Jane~shop, S[~r'~y - ~
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VILLAGE AT COTTONWOOD CREEK SECTION V
HOMEOWNERS ASSOCIATION, INC.
UNANIMOUS CONSENT OF DIRECTORS
IN LIEU OF
ORGANIZATIONAL MEETING OF
THE BOARD OF DIRECTORS
Date: March ,1997
Pursuant to the authority contained in Article 9.10A of the Texas Non-Profit Corporation
Act, the undersigned, being all of the members of the Board of Directors of Village at
Cottonwood Creek Section V Homeowners Association, Inc. (the "Corporation"), do hereby adopt
the following resolutions with the same force and effect as though adopted at an organizational
meeting of said Board of Directors duly called and held:
RESOLVED, that the Certificate of Incorporation of the Corporation which was filed with
the Secretary of State of the State of Texas on March , 1997, together with the
accompanying Certificate of the Secretary of State, are approved and ordered to be filed
in the Minute Book of the Corporation as a part of the permanent records of the
Corporation.
RESOLVED, that the Bylaws in the form presented to the Directors are adopted as and for
the Bylaws of the Corporation, and that the Secretary of the Corporation is instructed to
insert them in the Minute Book immediately following the copy of the Certificate of
Incorporation.
RESOLVED, that the following persons be elected to the offices set forth opposite their
respective names below, each of such persons to serve until the first annual meeting of
Directors or until his successor has been duly elected and qualified:
PEDAL: 103677.1 24763-00003
Stephen H. Brooks
President
Edward D. Toole III
Vice President/Treasurer
Janet Bishop Secretary
RESOLVED, that the Secretary is instructed to retain custody of the Minute Book, and to
insert therein this Unanimous Consent and the minutes of all other proceedings of the
members, if any, and directors of the Corporation.
RESOLVED, that the President has the responsibility of directing the Corporation to pay
all applicable federal and state taxes, including Federal Insurance Contribution Act
(FICA), Federal Unemployment Tax Act (FUTA), and withholding taxes.
RESOLVED, that the Corporate Seal of the Corporation, an impression of which is affixed
hereto, is approved and adopted as the Corporate Seal of the Corporation.
RESOLVED, that the fiscal year of the Corporation shall end December 31 of each
calendar year.
RESOLVED, that Comerica Bank is designated as depository of the Corporation and'that
the banking resolution attached hereto as Exhibit "A" is adopted.
RESOLVED, that a bank account be established in the name of the Corporation wherein
may be deposited any of the funds of the Corporation, whether represented by cash,
checks, notes or other evidences of debt and from which deposit withdrawals are
authorized in the name of the Corporation by any one of the following:
Stephen H. Brooks
Edward D. Toole III
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RESOLVED, that the Secretary of the Corporation is authorized to pay all charges and
expenses incident to and arising out of the organization of the Corporation and to
reimburse any person who has made any disbursements therefor.
IN WITNESS WHEREOF, we have duly executed this Unanimous Consent this
of March, 1997.
day
STEPHEN H. BROOKS
EDWARD D. TOOLE III
JANET BISHOP
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ARTICLES OF INCORPORATION
OF
VILLAGE AT COTTONWOOD CREEK SECTION V
HOMEOWNERS ASSOCIATION, INC.
I, the undersigned, natural person of the age of twenty-one years or more, and a citizen
of the State of Texas, acting as incorporator of a corporation under the Texas Non-Profit
Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation.
ARTICLE ONE
Definition.~
The following words when used in these Articles of incorporation shall have the foll~wing
meanings:
"Act" shall mean and refer to the Texas Non-Profit Corporation Act, Articles 1396-1.01
through 1396-11.01, Vernon's Tex. Ann. Civil Statutes, and all amendments and additions
thereto.
"Ci .ty" shall mean the City of Coppell, Texas.
"Common Maintenance Area~" shall have the meaning given to it in the Declaration.
~ shall mean and refer to the corporation incorporated hereunder.
"~ID___~_!_.~" shall mean and refer to Grand Land 96, L.P., a Texas limited parmership, and
its successors and any assignee, other than an Owner, who shall receive by assignment from the
said Grand Land 96, L.P., all, or a portion, of its rights under the Declaration as such Declarant,
by an instrument expressly assigning such rights as Declarant to such assignee.
"D_e_cdazaIi~" shall mean and refer to that certain Declaration of Covenants and
Restrictions applicable to the Properties and recorded in Volume
at Pages , et
seq.,of the Deed Records of Dallas County, Texas, and as the same may be amended or
supplemented from time to time as therein provided.
"Lot" shall mean and refer to any plot or tract of land shown on any recorded subdivision
map of the Properties which is shown as a lot thereon and which is or is to be improved with a
residential dwelling.
"Member" or "Owner" shall have the meanings given to them in the Declaration.
REDAL: 103673.1 24763-00003
"properties" shall mean and refer to the
and defined in the Declaration.
residential lots in the City, as described
"Reserve Fund" shall mean the reserve fund to be established by the Association in
accordance with the provisions of Section 3.2(b) hereof.
ARTICLE TWO
The name of the Corporation is Village at Cottonwood Creek Section V Homeowners
Association, Inc.
ARTICLE THREE
The Corporation is a non-profit corporation.
ARTICLE FOUR
The period of its duration is perpetual.
ARTICLE FIVE
This Corporation does not contemplate pecuniary gain or profit to its Members, and the
specific purposes for which it is formed are:
To provide for maintenance and preservation, and to promote the health, safety and welfare
of the residents, of the Properties, and to preserve the beautification of the Properties, and for
these purposes:
(a) 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;
(b) To maintain the Common Maintenance Areas;
(c) To exercise all of the powers and privileges and to perform all of the duties and
obligations of the Corporation as set forth in the Declaration, and reference to the Declaration is
hereby made for all purposes;
(d) To fix, levy, collect and enforce payment by any lawful means, all charges or
assessments provided for by the terms of the Declaration and to pay all expenses in connection
therewith and all office and other expenses incident to the conduct of the business of the
Corporation, including any licenses, taxes or governmental charges which may be levied or
imposed against any property owned by the Corporation;
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(e) To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all
of its real or personal property as security for money borrowed or debts incurred;
(f) To establish and maintain, from Assessments collected from the Owners in
accordance with the provisions of the Declaration, the Reserve Fund and the Maintenance Fund;
(g) Insofar as permitted by law, to do any other thing that, in the opinion of the Board
of Directors of the Corporation, will promote the common benefit and enjoyment of the residents
of the Properties, provided, that no part of the net earnings of the Corporation shall inure to the
benefit of or be distributable to any Member, director or officer of the Corporation, or any private
individual (except that reasonable, compensation may be paid for services rendered to or for the
Corporation effecting one or more of its purposes), and no member, director or officer of the
Corporation, or any private individual, shall be entitled to share in the' distribution of any of the
corporate assets on dissolution of the Corporation; and provided, further, that no part of the
activities of the Corporation shall be carrying on propaganda, or otherwise attempting, to
influence legislation, or participating in, or intervening in (including the publication or distribution
of statements), any political campaign on behalf of any candidate for public office; and
(h) Nothing contained in these Articles of Incorporation shall grant any authority to any
officer or director of the Corporation for the exercise of any powers which are inconsistent with
limitations on any of the same which may be expressly set forth in the Act.
ARTICLE SIX
The address of the initial registered office of the Corporation is c/o Grand Homes, Inc.,
11300 North Central Expressway, Suite 200, Dallas, Texas 75243-6705 and the name of its initial
registered agent at such address is Edward D. Toole III.
ARTICLE SEVEN
The business and affairs of the Corporation shall be managed by an initial Board of three
(3) Directors. The number of directors may be changed by amendment of the Bylaws of the
Corporation, but shall in no event be less than three (3). The names and addresses of the persons
who are to act initially in the capacity of directors until the selection of their successors are:
Stephen H. Brooks
11300 North Central Expressway
Suite 200
Dallas, Texas 75243
Edward D. Toole III
11300 North Central Expressway
Suite 200
Dallas, Texas 75243
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Janet Bishop
11300 North Central Expressway
Suite 200
Dallas, Texas 75243
ARTICLE EIGHT
The name and street address of the incorporator is:
Edward D. Toole III
11300 North Central Expressway
Suite 200
Dallas, Texas 75243
ARTICLE NINE
Every person or entity who is now or hereafter becomes an "Owner" or "Member" as
defined in the Declaration shall automatically be a Member of the Corporation.
ARTICLE TEN
The capitalized terms used herein and not otherwise defined shall have the meanings given
to them in the Declaration.
Every person or entity who is a record owner of a fee or an undivided fee interest in any
Lot, and only such persons or entities, shall be Members of the Corporation. Membership in the
Corporation shall be appurtenant to and may not be separated from ownership of any Lot in the
Properties. Ownership of such Lot shall be the sole qualification for membership in the
Corporation. The Corporation may (but shall not be required to) issue certificates evidencing
membership therein.
The Corporation shall have two classes of voting membership as set forth and described
in the Declaration, and the voting rights of each Member shall be as set forth in the Declaration.
Cumulative voting in the election of the Board of Directors or in the exercise of any other right
to vote is expressly prohibited.
ARTICLE ELEVEN
The Corporation may not be dissolved without the prior written consent of the City. Upon
dissolution of the Corporation, the assets both real and personal of the Corporation shall be
dedicated to an appropriate public agency to be devoted to purposes as nearly as practicable the
same as those to which they were required to be devoted by the Corporation. Without limitation
of the foregoing, upon dissolution all improvements owned by the Corporation shall be dedicated
to the City, subject to the agreement of the City to accept such improvements for public access
and maintenance. In the event that such dedication is refused acceptance, such assets shall be
granted, conveyed and assigned to any non-profit corporation, association, trust or other
organization engaged in activities substantially gimilar to those of the Corporation and which are
REDAL:I03673.1 24763-00003 4-
qualified as exempt organizations under the Imemal Revenue Code of 1986, as amended, or the
corresponding provisions of any future United States Internal Revenue law.
IN WITNESS WHEREOF, I have hereunto set my hand this
day of March, 1997.
EDWARD D. TOOLE III
THE STATE OF TEXAS
COUNTY OF DALLAS
This instrument was
EDWARD D. TOOLE III.
acknowledged before me on
day of March, 1997, by
My Commission Expires:
NOTARY PUBLIC IN AND FOR THE
STATE OF TEXAS
Primed Name
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