Parkwood Neighborhood

Parkwood Articles of Incorporation

Parkwood Articles of Incorporation July 9, 1986

ARTICLES OF INCORPORATION
OF
PARKWOOD MAINTENANCE ASSOCIATION, INC.


We, the undersigned, natural persons, of the age of twenty-one (21) years or more, at least two of 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 for such corporation:


ARTICLE I.

The name of the corporation is PARKWOOD MAINTENANCE ASSOCIATION, INC.

ARTICLE II.

The corporation is a non-profit corporation and shall have all the powers specified hereafter in the Texas Non-Profit Corporation Act.

ARTICLE III.

The period of duration of the corporation is perpetual.

ARTICLE IV.

The purposes for which this corporation is organized are to generally manage the business and affairs of the owners of lots subject to the Declaration of Restrictions for Parkwood Subdivision, Unit One (1), as filed, or to be filed, in the Real Property Records of Bexar County, Texas (the “Declaration”).

ARTICLE V.

The name of the initial registered agent of the corporation is Jesse Murphy and the street address of its initial registered office is 4800 Fredericksburg Road, San Antoio, Texas 78229.

ARTICLE VI.

The number of Directors constituting the initial Board of Directors of the corporation is three (3), and the names and addresses of the persons who are to serve as the initial Directors are:

Dan McVicar 4800 Fredericksburg Road
San Antonio, Texas 78229

Jesse Murphy 4800 Fredericksburg Road
San Antonio, Texas 78229

Pete D’Amato 4800 Fredericksburg Road
San Antonio, Texas 78229

ARTICLE VII.

The name and address of each incorporator is:

Dan McVicar 4800 Fredericksburg Road
San Antonio, Texas 78229

Jesse Murphy 4800 Fredericksburg Road
San Antonio, Texas 78229

Pete D’Amato 4800 Fredericksburg Road
San Antonio, Texas 78229

ARTICLE VIII.

The initial Board of Directors shall hold office until such time as at least 25% of the lots within the properties covered by the Declaration are owned by persons or entities other than the “Developer” named in the Declaration at which time the inital Board of Directors shall call a special meeting of only the Class A members for the purpose of holding an election to elect a director to replace one of the said initial directors (the retiring director to be determined by the members of the initial Board of Directors), said director so elected to serve until the next regular annual meeting of the members of the corporation. The two remaining members of the initial Board of Directors shall continue to hold office until such time as the voting rights of the Class B membership of the corporation shall be automatically converted to the same voting rights as the Class A membership (as specified below), at which time the Board of Directors shall call a special meeting of all members of the corporation for the puprose of holding an election to select another director to replace one of the two remaining members of the initial Board of Directors, said director so elected to serve until the next regular annual meeting of the members of the corporation. The then remaining members of the initial Board of Directors shall continue to hold office until such time as the Class B members have sold to other persons or entities all residential lots in the Classen Road Subdivision Unit One (1) and in any other areas duly annex thereto in accordance with the provisions of the Declaration.

The judgment of the Directors, whether the directors are the initial directors or substitute or successor directors, in the expenditure of funds of the corporation shall be final and conclusive so long as such judgment is exercised in good faith.

The Bylaws of the corporation shall be adopted by the initial Board of Directors and shall thereafter be amended or altered as provided therein.

The following shall apply to the corporation and its members:

(a) The members of the corporation shall be the owners of lots within the properties described by the Declaration.

(b) Each lot, whether owned by one or more parties, shall be entitled to the votes as follows:

The Corporation shall have two classes of voting membership:

Class A. Class A members shall be all owners, with the exception of the Declarant, and shall be entitled to one vote for each lot owned. When more than one persons holds an interest in any lot, all such persons shall be members, but in no event shall more than one vote be cast with respect to any such lot. The vote for such lot shall be exercised as such multiple owners determine, but if such multiple owners cannot agree as to how the vote will be cast, the vote as to that particular voting matter shall be forfeited.

Class B. The Class B member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each lot owned. The Class B membership shall cease and be converted to Class A memberships on the happening of the first to occur of the following events:

(a) when the total votes outstanding in the Class A membership equal the total votes outstanding in the Class B membership; or

(b) December 31, 1993.

Notwithstanding the foregoing, it is specifically provided, however, that, if at any time other areas are duly annexed to the Classen Road Subdivision Unit One (1) in the manner provided by the Declaration, the voting rights as to lots owned by the Class B membership shall (if previously converted to one vote per lot) automatically revert to three (3) votes for each log owned until such time as the total votes outstanding in the Class B membership throughout the aforementioned subdivision and any duly annexed area, collectively, shall equal or exceed the total votes outstanding in the Class B membership throughout such total area, or until December 31, 1993, whichever date occurs the earliest, at which time Class B voting rights shall be automatically converted to one (1) vote for each lot owned.

(c) The affairs of the corporation shall be managed by its Board of Directors. Such Directors need to be members of the Association.


ARTICLE IX.

DISSOLUTION

The corporation may be dissolved with the assent given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the corporation shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this corporation was created. 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 to be devoted to such similar purposes.

ARTICLE X.

AMENDMENTS

Amendment of these Articles shall require the assent of seventy-five percent (75%) of the entire membership.

ARTICLE XI.

FHA/VA APPROVAL

As long as there exists a Class B membership, and there is a valid VA or FHA letter of acceptance of the Properties, the following actions will require the prior approval of the Federal Housing Administration or the Veteran’s Administration, if they, or either of them, have a loan guarantee outstanding on any portion of the Properties subject to the Declaration at the time such actions are taken, to-wit:

1. Annexation of additional properties;

2. The annexation and dedication of common area; and

3. Amendment of the Declaration.

IN WITNESS WHEREOF, we have hereunto set our hands this 9th day of July, 1986.
Signed
DAN McVICAR

Signed
JESSE MURPHY

Signed
PETE D’AMATO