ARTICLES OF INCORPORATION OF LAKEVILLE COMMUNITY ASSOCIATION, lNC.I, the undersigned natural person of the age of eighteen (18) 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 (hereinafier called the "Association"):ARTICLE I Corporate NameThe Association shall be known as Lakeville Community Association, Inc. and by and under such name it shall conduct and transact all of its business.ARTICLE II Corporate Address and Agent The street address of the Association`s initial registered office is 1616 South Voss Read, Suite 500, Houston, Texasr77057, and the name of its initial registered agent at such address is Rick S. Butler.ARTICLE II Corporate StatusThe Association is a non-profit corporation.ARTICLE IV Purpose and Powers of the AssociationThe Association is formed for the purposes of providing for the maintenance and preservation of properties within Lakeville, a residential subdivision located in Harris County, Texas, and such other properties that may be annexed thereto and subjected to the jurisdiction of the Association, and promoting the welfare of the lot owners within such subdivision and for these purposes to: (a) enter into contracts for the purpose of providing services for the benefit use, or enjoyment to owners in general, including but not by way of limitation, landscaping improvements and maintenance; - (b) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in any contract; (c) fix, levy, collect and enforce payment by any lawfiil means, all charges or assessments payable to the Association pursuant to the Declaration of Covenants, Conditions and Restrictions for Lakeville and any amendments or supplements thereto; .. (d) pay all office and other expenses incident to the conduct of the business of the Association, including management fees, if any, and all taxes or governmental charges levied against or imposed upon the property of the Association; (e) 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 Association; (f) borrow money and mortgage, pledge, deed in trust or hypothecate any or all of the Association`s real or personal property as security for money borrowed or debts incurred; (g) dedicate, sell or transfer all or any part of the common areas and facilities owned by the Association, if any, to any public agency, authority, utility, person or entity, for such purposes and subject to such conditions as may be agreed to by the Board of Directors, provided that no conveyance of any common areas or facilities other than the granting of utility easement shall be permitted except to a public entity established for similar purposes as the Association or which shall be dedicated to the preservation of community purposes and interest and which is capable of maintaining and agreeing to maintain the same; (h) participate in mergers and consolidations with other non-profit corporations organized for the same purposes; .. (i) establish and enforce rules and regulations governing the use, operation, maintenance, control, and disposition of property to which the Association holds title or to which control is vested in the Association, if any; and (j) exercise any and all powers, rights and privileges which a corporation organized under the Texas Non-Profit Corporation Act or any other laws of the State of Texas may now or hereafter have or exercise or which are granted to property owners’ associations by the Texas Property Code.ARTICLE V MembershipThe Members of the Association shall be the record owner, whether one or more persons or entities, of a fee simple title to any lot located in Lakeville, a residential subdivision in Harris County, Texas, (and any lot in any other residential subdivision hereafter annexed to Lakeville) including a contract seller, but excluding those having such interest merely as security for the performance of an obligation. The rights of Members are subject to (a) the payment of any assessments as set forth in the Declaration of Covenants, Conditions and Restrictions for Lakeville, (hereinafter referred to as the "Declaration"), and (b) compliance with the provisions of the Declaration, which Declaration is, or will hereafter be, filed of record in the Official Public Records of Real Property of Harris County, Texas. The voting and other membership rights of any Member shall be automatically suspended without action of the Board of Directors during any period when such Member shall have failed to pay any assessment then due and payable; but, upon payment of such assessment, the Member’s rights and privileges shall be automatically restored. In addition, the voting or other membership rights of any Member may be suspended by action of the Board of Directors for a period not to exceed sixty (60) days, if any Member, any member of his family, his tenants, or the guests of any thereof shall violate the provisions of the Declaration, unless the violation is ongoing, in which event the voting and other membership rights of the Member may be suspended for as long as the violation exists plus an additional sixty (60) days from the date the violation is corrected.ARTICLE VI Board of Directors The affairs of the Association shall be managed by a Board of Directors composed of such number of persons and for such terms may be fixed by the Bylaws of the Association. The Directors shall continue to serve until their successors are selected and qualified in the manner provided in the Bylaws of the Association. The names and addresses of the persons who are to serve as the initial Directors and constitute the initial Board of Directors of the Association until such time as their successors have been qualified to serve are: Name Address Ms. Melissa Cowart 2030 North Loop West, Suite 100 Houston, Texas 77018 Mr. Keith Radclifl 2030 North Loop West, Suite 100 Houston, Texas 77018 Mr. Reza Shoaee 2030 North Loop West, Suite 100 Houston, Texas 77018ARTICLE VII AmendmentsAmendment of these Articles shall require the affirmative vote of Members representing not less than two-thirds (2/3) of the Members at a meeting called for that purpose.ARTICLE VIII DurationThe Association shall exist perpetually.ARTICLE IX DissolutionThe Association may be dissolved upon the affirmative vote of not less than seventy-five percent (75%) of the Members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association, if any, shall be granted, conveyed and assigned to any non-profit corporations, associations or other organizations deemed by the Board of Directors of the Association to be appropriate, to be devoted to similar purposes.ARTICLE X ContractsThe Association may enter into contracts or transact business with one or more of its Directors or officers, or with any firm of which one or more of its Directors or officers are members or employees, or in which they are otherwise interested, or with any corporation or association on which any of its Directors or officers are stockholders, Directors, officers, members, employees or A otherwise interested; and no contract or other transaction between the Association and any firm of which one or more of its Directors, officers, or employees are otherwise interested, shall be void or voidable or otherwise affected by reason of such Directorship or ofiice of the Association or such interest in such other firm, corporation or association, notwithstanding that such other Director or Directors, having such interest are present and counted in determining the existence of a quorum at the meeting of the Board of Directors of the corporation which acts upon or in reference to such contract or transaction, and notwithstanding that the vote of such Director or Directors having such interest shall have been necessary to authorize, approve, ratify, or otherwise obligate the Association upon such contract or transaction, provided. that the fact of such interest shall be disclosed or known to the Board of Directors and the Board of Directors shall authorize, approve or ratify such contract or transaction by vote of a majority of the Directors present, such interested Director or Directors to be counted in determining whether a quorum is present, but not to be counted in calculating the majority necessary to cany such vote. Nor shall any Director or officer be liable to account to this Association for any profits realized by or item or through any such transaction or contract of the Association by reason of such Directorship, office or interest. Nothing herein contained shall create liability in the events described or present the authorization, approval or ratification of such contracts or transactions in any other manner pennitted by law. This Article shall not be construed to invalidate any contract or other transaction which would otherwise be valid under the common and statutory law applicable thereto.ARTICLE XI IndemnificationThe Association shall indemnify any and all persons who may serve or who have served at any time as Directors or officers against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim,. action, suit, or proceeding in which they, or any of them, are made parties or a party, or which may be asserted against them or any of them, by reason of being or having been Directors or officers or a Director or officer of the Association. Such indemnification shall be in addition to any other rights to which those indemnified may be entitled under any law, bylaws, agreement, or otherwise. The Association may purchase and maintain insurance on behalf of any person who holds or who has held any position of office or Director as specified above, against any liability incurred by him in any such position, or arising out of his status as such.ARTICLE XII IncorporarorThe name and street address of the incorporator is: Name Address Rick S. Butler 1616 South Voss Road, Suite 500 Houston, Texas 77057 ============================================================================================================== For Certification, signature, and notary please refer to the PDF Page
