Articles of Incorporation of the Providence Community Association, Inc.
The following "Articles of Incorporation of the Providence Community Association, Inc." was filed in the Office of the Secretary of State of Texas on November 17, 1980.
ARTICLES OF INCORPORATION OF THE PROVIDENCE COMMUNITY ASSOCIATION, INC.
WE, the undersigned natural persons of the age of twenty-one (21) years or more, at least two or whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation of such corporation:
ARTICLE I
The name of the corporation is PROVIDENCE COMMUNITY ASSOCIATION, INC., hereinafter called the "Association".
ARTICLE II
The Association is a non-profit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purpose or purposes for which the Association is organized are: to provide for maintenance, preservation and architectural control of the residential lots and Common Area, if any, with PROVIDENCE, a subdivision in Fort Bend County, Texas, or any other areas created by the dedication of additional property to the said subdivision (herein called the "Property" or "development"), by the Developer and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to:
(a) exercise the powers and privileges and to perform all of the duties and obligations as set forth in those restrictions applicable to the above described property and recorded in Fort Bend County Deed Records;
(b) fix, levy, collect and enforce payment by any lawful means all charges or assessments pursuant to the terms of the Restrictions, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association including all licenses, taxes, or governmental charges levied or imposes against the property of the Association:
(c) acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for the public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) borrow money, mortgage, pledge, deed in trust or hypothecate any of all of its real or personal property as security for borrowed money or debts incurred;
(e) dedicate, sell, or transfer all or any part of the Common Area, if any, to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication nor transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members authorizing the Directors to act in behalf of the members for the purpose of accomplishing such dedication, sale or transfer;
(f) notwithstanding the foregoing, the Board of Directors may from time to time without authorization of the membership, grant or dedicate easements with respect to the Common Area, if any, as may be necessary or convenient to provide or assist in utility service to the Property;
(g) participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, if any, provided that any such merger, consolidation, or annexation shall have the assent of two-thirds (2/3) or each class of members; however, upon submission and approval of the FHA and/or VA of a general plan of the entire development of PROVIDENCE, and submittal of each state or section of the development to the FHA and/or VA, the Association will annex such additional stages or sections of PROVIDENCE, by the Board of Directors of the Association without such approval by two-thirds (2/3) of each class of membership:
(h) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Act of the State of Texas by law may now or hereafter have to exercise.
ARTICLE V
The street address of the initial registered office of the corporation is 1929 Allen Parkway, and the name of the initial registered agent at such address is Ed Muehsler.
ARTICLE VI
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record as to assessment of the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entitles who hold interest merely as security for the performance of an obligation. Memberships shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
ARTICLE VII
The name and street address of each incorporator is:
Name Address
Ed Muesler 1929 Allen Parkway Houston, Texas 77019
Jim Moore 1929 Allen Parkway Houston, Texas 77019
Steve Gilmore 1929 Allen Parkway Houston, Texas 77019
ARTICLE VIII
The Association shall have two classes of voting membership:
Class A: Class A members shall be all owners with the exception of the Developer, and shall be entitled to one vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote of such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be case with respect to any lot.
Class B: Class B members shall be the developer, and shall be entitled to three votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events whichever occurs earlier:
(a) when the total votes outstanding in class A membership equal the total votes outstanding in class B membership, including duly annexed areas, or
(b) On the 1st day of January, 1990.
ARTICLE IX
The affairs of this Association shall be managed by a board of five (5) directors, who need not be members of the Association. The number of directors may be increased by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of initial directors until selection of their successors are:
Name Address
Ed Muesler 1929 Allen Parkway Houston, Texas 77019
Jim Moore 1929 Allen Parkway Houston, Texas 77019
Steve Gilmore 1929 Allen Parkway Houston, Texas 77019
Richard Carlson 1929 Allen Parkway Houston, Texas 77019
Wayne McLane 1929 Allen Parkway Houston, Texas 77019
At the first annual meeting the members shall elect two directors for a term of two years and three directors for terms of three years, and at each annual meeting thereafter the members shall elect directors for terms of two (2) years, as may be needed.
ARTICLE X
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which the Association was created. In the event such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be used for similar purposes.
ARTICLE XI
Amendment of these articles shall require the assent of seventy-five (75%) percent of the entire membership.
ARTICLE XII
Subject to the provisions of preceeding Article IV, as long as there is a Class B membership, the following act will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, and the dissolution and amendment of these articles, mortgaging of Common Area, if any, and dedication of Common Area, if any.
IN WITNESS HEREOF, we have hereunto set our hand, this 11th day of November, 1980.
Signed by:
Edwin S. Mushsler
James R. Moore
Steven M. Gilmore
ARTICLES OF INCORPORATION OF THE PROVIDENCE COMMUNITY ASSOCIATION, INC.
WE, the undersigned natural persons of the age of twenty-one (21) years or more, at least two or whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation of such corporation:
ARTICLE I
The name of the corporation is PROVIDENCE COMMUNITY ASSOCIATION, INC., hereinafter called the "Association".
ARTICLE II
The Association is a non-profit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purpose or purposes for which the Association is organized are: to provide for maintenance, preservation and architectural control of the residential lots and Common Area, if any, with PROVIDENCE, a subdivision in Fort Bend County, Texas, or any other areas created by the dedication of additional property to the said subdivision (herein called the "Property" or "development"), by the Developer and to promote the health, safety and welfare of the residents within the above described property and any additions thereto as may hereafter be brought within the jurisdiction of this Association for this purpose to:
(a) exercise the powers and privileges and to perform all of the duties and obligations as set forth in those restrictions applicable to the above described property and recorded in Fort Bend County Deed Records;
(b) fix, levy, collect and enforce payment by any lawful means all charges or assessments pursuant to the terms of the Restrictions, to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association including all licenses, taxes, or governmental charges levied or imposes against the property of the Association:
(c) acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for the public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d) borrow money, mortgage, pledge, deed in trust or hypothecate any of all of its real or personal property as security for borrowed money or debts incurred;
(e) dedicate, sell, or transfer all or any part of the Common Area, if any, to any public agency, authority or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication nor transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members authorizing the Directors to act in behalf of the members for the purpose of accomplishing such dedication, sale or transfer;
(f) notwithstanding the foregoing, the Board of Directors may from time to time without authorization of the membership, grant or dedicate easements with respect to the Common Area, if any, as may be necessary or convenient to provide or assist in utility service to the Property;
(g) participate in mergers and consolidations with other non-profit corporations organized for the same purposes or annex additional residential property and Common Area, if any, provided that any such merger, consolidation, or annexation shall have the assent of two-thirds (2/3) or each class of members; however, upon submission and approval of the FHA and/or VA of a general plan of the entire development of PROVIDENCE, and submittal of each state or section of the development to the FHA and/or VA, the Association will annex such additional stages or sections of PROVIDENCE, by the Board of Directors of the Association without such approval by two-thirds (2/3) of each class of membership:
(h) have and to exercise any and all powers, rights and privileges which a corporation organized under the Non-Profit Corporation Act of the State of Texas by law may now or hereafter have to exercise.
ARTICLE V
The street address of the initial registered office of the corporation is 1929 Allen Parkway, and the name of the initial registered agent at such address is Ed Muehsler.
ARTICLE VI
Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record as to assessment of the Association, including contract sellers, shall be a member of the Association. The foregoing is not intended to include persons or entitles who hold interest merely as security for the performance of an obligation. Memberships shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association.
ARTICLE VII
The name and street address of each incorporator is:
Name Address
Ed Muesler 1929 Allen Parkway Houston, Texas 77019
Jim Moore 1929 Allen Parkway Houston, Texas 77019
Steve Gilmore 1929 Allen Parkway Houston, Texas 77019
ARTICLE VIII
The Association shall have two classes of voting membership:
Class A: Class A members shall be all owners with the exception of the Developer, and shall be entitled to one vote for each lot owned. When more than one person holds an interest in any lot, all such persons shall be members. The vote of such lot shall be exercised as they among themselves determine, but in no event shall more than one vote be case with respect to any lot.
Class B: Class B members shall be the developer, and shall be entitled to three votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events whichever occurs earlier:
(a) when the total votes outstanding in class A membership equal the total votes outstanding in class B membership, including duly annexed areas, or
(b) On the 1st day of January, 1990.
ARTICLE IX
The affairs of this Association shall be managed by a board of five (5) directors, who need not be members of the Association. The number of directors may be increased by amendment of the By-Laws of the Association. The names and addresses of the persons who are to act in the capacity of initial directors until selection of their successors are:
Name Address
Ed Muesler 1929 Allen Parkway Houston, Texas 77019
Jim Moore 1929 Allen Parkway Houston, Texas 77019
Steve Gilmore 1929 Allen Parkway Houston, Texas 77019
Richard Carlson 1929 Allen Parkway Houston, Texas 77019
Wayne McLane 1929 Allen Parkway Houston, Texas 77019
At the first annual meeting the members shall elect two directors for a term of two years and three directors for terms of three years, and at each annual meeting thereafter the members shall elect directors for terms of two (2) years, as may be needed.
ARTICLE X
The Association may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which the Association was created. In the event such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be used for similar purposes.
ARTICLE XI
Amendment of these articles shall require the assent of seventy-five (75%) percent of the entire membership.
ARTICLE XII
Subject to the provisions of preceeding Article IV, as long as there is a Class B membership, the following act will require the prior approval of the Federal Housing Administration or the Veterans Administration: annexation of additional properties, mergers and consolidations, and the dissolution and amendment of these articles, mortgaging of Common Area, if any, and dedication of Common Area, if any.
IN WITNESS HEREOF, we have hereunto set our hand, this 11th day of November, 1980.
Signed by:
Edwin S. Mushsler
James R. Moore
Steven M. Gilmore
