HomeMy WebLinkAboutCertificate of formation Form 202 ..;•;\ 0
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Secretary of State 0%;., Filed in the Office of the
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P.O. Box 13697 Secretary of State of Texas
Austin,TX 78711-3697
Filing #: 801122873 05/14/2009
FAX: 512/463-5709 Document#: 258041770002
Certificate of Formation Image Generated Electronically
Filing Fee: $25 1
Nonprofit Corporation for Web Filing
Article 1 -Corporate Name
The filing entity formed is a nonprofit corporation.The name of the entity is :
KyleView Estates Homeowners Association, Inc.
The name must not be the same as,deceptively similar to that of an existing corporate,limited liability company,or limited partnership name on file
With the secretary of state.A preliminary check for the"name availability"is recommended.
Article 2—Registered Agent and Registered Office
FA.The initial registered agent is an organization (cannot be corporation named above) by the name of:
OR
FB.The initial registered agent is an individual resident of the state whose name is set forth below:
Name:
Russ Murphy
C. The business address of the registered agent and the registered office address is:
...
Street Address:
7004 Bee Caves Rd. Bldg. 3 Ste. 330 Austin TX 78746
Article 3 -Management(Complete items A or B)
E A. Management of the affairs of the corporation is to be vested solely in the members of the corporation.
OR
I7 B. Management of the affairs of the corporation is to be vested in its board of directors.The number of directors,
which must be a minimum of three,that constitutes the initial board of directors and the names and addresses of the
persons who are to serve as directors until the first annual meeting or until their successors are elected and qualified
are set forth below.
Director 1: Russ Murphy Title: Director
Address: 7004 Bee Caves Rd. Bldg. 3 Ste. 330 Austin TX, USA 78746
Director 2: Greg Henry Title: Director
Address 7004 Bee Caves Rd. Bldg. 3 Ste. 330 Austin TX, USA 78746
Director 3: Jason Sherman Title: Director
Address. 7004 Bee Caves Rd. Bldg. 3 Ste. 330 Austin TX, USA 78746
Article 4-Organization Structure
(You must select either A or B below)
P. A. The corporation will have members.
✓ B.The corporation will not have members.
Article 5 -Purpose
The corporation is organized for the following purpose or purposes:
The purpose for which the filing entity is formed is to be the property owners
association under the Declaration of Restrictive Covenants of the KyleView
Estates subdivision.
Supplemental Provisions/Information
[The attached addendum,if any,is incorporated herein by reference.]
Consent.pdf
Effectiveness of Filing
PA.This document becomes effective when the document is filed by the secretary of state.
OR
This document becomes effective at a later date, which is not more than ninety (90) days from the date of its
signing. The delayed effective date is:
Organizer
The name and address of the organizer are set forth below.
Chris Peterson 3608 East 29th Street, Ste 112, Bryan, TX 77802
Execution
The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false
or fraudulent instrument.
Chris Peterson
Signature of organizer.
FILING OFFICE COPY
Corporations Section e----.: 0� Hope Andrade
P.O.Box 13697 `� Secretary of State
Austin,Texas 78711-3697 h,,, �I►� 1��
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Office of the Secretary of State
May 14, 2009
Attn: Christopher W. Peterson, P.C.
Christopher W. Peterson, P.C.
3608 E. 29th Street, Ste 112
Bryan, TX 77802 USA
RE: KyleView Estates Homeowners Association, Inc.
File Number: 801122873
It has been our pleasure to file the certificate of formation and issue the enclosed certificate of filing
evidencing the existence of the newly created nonprofit corporation.
Nonprofit corporations do not automatically qualify for an exemption from federal and state taxes.
Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office
for information that will assist the Comptroller in setting up the franchise tax account for the
corporation. Information about franchise tax, and contact information for the Comptroller's office, is
available on their web site at http://window.state.tx.us/taxinfo/franchise/index.html. For information on
state tax exemption, including applications and publications, visit the Comptroller's Exempt
Organizations web site at http://window.state.tx.us/taxinfo/exempt/index.html. Information on
exemption from federal taxes is available from the Internal Revenue Service web site at www.irs.gov.
Nonprofit corporations do not file annual reports with the Secretary of State, but do file a report not
more often than once every four years as requested by the Secretary. It is important for the corporation
to continuously maintain a registered agent and office in Texas as this is the address to which the
Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or
office in Texas, failure to file a change to the agent or office information, or failure to file a report
when requested may result in the involuntary termination of the corporation. Additionally, a nonprofit
corporation will file documents with the Secretary of State if the corporation needs to amend one of the
provisions in its certificate of formation. If we can be of further service at any time, please let us
know.
Sincerely,
Corporations Section
Business&Public Filings Division
(512) 463-5555
Enclosure
Come visit us on the Internet at http://www.sos.state.tx.us/
Phone:(512)463-5555 Fax:(512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Jessica Ochoa TID: 10286 Document:258041770002
Corporations Section Hope Andrade
P.O.Box 13697 /-(S
" � j, Secretary of State
Austin,Texas 78711-3697 /w t'vr' '
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Office of the Secretary of State
CERTIFICATE OF FILING
OF
KyleView Estates Homeowners Association, Inc.
File Number: 801122873
The undersigned, as Secretary of State of Texas, hereby certifies that a Certificate of Formation for the
above named Domestic Nonprofit Corporation has been received in this office and has been found to
conform to the applicable provisions of law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority vested in the
secretary by law,hereby issues this certificate evidencing filing effective on the date shown below.
The issuance of this certificate does not authorize the use of a name in this state in violation of the rights
of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or
Professional Name Act, or the common law.
Dated: 05/14/2009
Effective: 05/14/2009
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1.1 Hope Andrade
• Secretary of State
Come visit us on the Internet at http://www.sos.state.tx.us/
Phone:(512)463-5555 Fax: (512)463-5709 Dial: 7-1-1 for Relay Services
Prepared by: Jessica Ochoa TID: 10306 Document: 258041770002
UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF
KYLEVIEW ESTATES HOMEOWNERS ASSOCIATION,INC,
IN LIEU OF ORGANIZATIONAL MEETING
The undersigned,being all of the members of the initial Board of Directors of KyleView Estates
Homeowners Association, Inc.,named in the Corporation's Certificate of Fonnation filed with the
Secretary of State of Texas,pursuant to section 6.201 of the Texas Business Organizations Code,
adopt the following resolutions in lieu of holding an. Organizational Meeting of the Board of
Directors.
ARTICLES OF INCORPORATION
RESOLVED,that the Acknowledgment of Filing issued by the Secretary of State of Texas
and the certified copy of the Certificate of Formation of the Corporation filed with the Secretary of
State of Texas on May 14,2009,are approved,and the Secretary of the Corporation is instructed to
place same in the minute book of the Corporation.
BYLAWS
RESOLVED,that the Bylaws submitted to the undersigned are approved and adopted as the
Bylaws of the Corporation and the Secretary of the Corporation is instructed to place same or a
certified copy thereof in the minute book of the Corporation.
PRINCIPAL OFFICE
RESOLVED,that the Corporation's principal office be located and maintained at 7004 Bee
Caves Rd.Bldg.3 Ste.330,Austin,Texas 78746,and that meetings of the Board of Directors from
time to time may be held either at the principal office or at such other place as the board of directors
shall from time to time order.
MINUTE BOOK AND CORPORATE RECORDS
RESOLVED, that the corporate record book is adopted as the record book of the
corporation,and further,
RESOLVED,that the Corporation maintain appropriate corporate records in the corporate
record book, including but not limited to originals, copies or certified copies of the Corporation's
original and any amended, corrected or restated, Acknowledgment of Filing, Certificate of
Formation, Bylaws,minutes of meetings,and written consents.
OFFICERS
RESOLVED,that the following persons are elected to the offices set forth opposite their
names to serve as such at the pleasure of the Board of Directors or pursuant to the terms of any
written employment agfeement executed by the Corporation and the respective officer:
Office Name
President Russ Murphy
Secretary Greg Henry
BANK ACCOUNT
RESOLVED,that the Corporation establish in its name one or more accounts with one or
more financial institutions on such terms and conditions as may be agreed with said financial
institutions, and that the officers of the Corporation are authorized to execute any resolutions
required by said financial institutions for such accounts and to designate the person or persons
authorized to write checks on such accounts on behalf of the Corporation.
ORGANIZATIONAL COSTS
RESOLVED,that the attorney's fees,filing fees and other expenses and charges incurred
and that may be incurred by the Corporation or persons acting on behalf of the Corporation in
connection with the formation of the Corporation are reasonable and shall be paid or reimbursed by
the Corporation.
FURTHER INSTRUCTIONS TO OFFICERS
RESOLVED,that the officers of the Corporation are authorized to do all things and take all
action necessary and helpful to carry out the above resolutions and all acts of the officers and any
persons acting for the Corporation which are consistent with the above resolutions are ratified and
adopted as the acts of the Corporation,
DATE: May 19,2009.
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Russ Murphy
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Grey I-1enj �`
Jason an
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Bylaws of
KyleView Estates Homeowners Association,Inc.
Basic Information
Name: KyleView Estates Homeowners Association,Inc. (the"Association"),
established by the certificate of formation filed with the secretary of
state of Texas on May 14,2009,under file number 801122873.
Principal Office: 7004 Bee Caves Rd.Bldg. 3 Ste. 330
Austin Texas 78746, The Association may have other offices.
Declaration: The Declaration of Restrictive Covenants of the KyleView Estates
Subdivision,recorded in Volume 8815,Page 238 of the Official
Records of Brazos County,Texas.
Definitions: Capitalized terms used but not defined herein have the meaning set forth
in the Declaration.
Voting Members: Members entitled to vote or their proxies. Any Member delinquent in
payment of any Assessment is not a Voting Member.
A. Members
1. Membership. Every Owner is a Member of the Association. Membership is
appurtenant to and may not be separated from ownership of a Lot. The Association has two classes
of voting Members:
a. Class A. Class A Members are all Owners,other than Declarant. Class A
Members have one vote per`Lot. When more than one person is an Owner,
each is a Class A Member,but only one vote may be cast for a Lot.
b. Class B. The Class B Member is Declarant and has 5 votes for each Lot
owned. The Class B membership ceases and converts to Class A
membership on the earlier of:
i. when the Class A Members' votes exceed the total of Class B
Member's votes;or
ii. the date specified in the Declaration.
2. Place of Meeting. Members' meetings will be held at the Association's principal
office or at another place designated by the Board.
3. Annual Meetings. The first Members'meeting will be held within three months after
the formation of the Association. Subsequent regular annual Members' meetings will be held on
dates as set by the Board of Directors.
4. Special Meetings. The president may call special meetings. The president must call
a special meeting if directed by the Board or by a petition signed by 51 percent of the Class A Voting
Members.
5. Notice ofMeetings. Written notice stating the place,day,and hour ofeach Members'
meeting,other than a reconvened meeting,must be given to each Member not less than 10 nor more
than 50 days before the meeting. The special Members' meeting notices must also state the
meeting's purpose, and no business may be conducted except as stated in the notice. Notice to a
Member is deemed given when hand delivered or mailed. If mailed, notice is deemed given
(whether actually received or not)when deposited with the United States Postal Service,postage
prepaid.
6. Waiver ofNotice. A Member may,in writing,waive notice of ameeting. Attendance
at a meeting is a waiver of notice of the meeting,unless the Member objects to lack of notice when
the meeting is called to order.
7. Quorum. A majority of the votes available to Voting Members is a quorum. If a
Members'meeting cannot be held because a quorum is not present,a majority of the votes available
to Voting Members who are present may adjourn the meeting. At the reconvened meeting, 25
percent of the votes available to Voting Members is a quorum. If a quorum is not present,a majority
of the votes available to Voting Members who are present may adjourn the meeting. At the second
reconvened meeting,amajorityof the Board is a quorum. Written notice of the place,date,and hour
of each reconvened meeting must be given to each Member not more than 30 nor less than 10 days
before the reconvened meeting.
8. Majority Vote. Votes representing more than fifty percent of the votes available to
Voting Members present at a meeting at which a quorum is present are a majority vote.
9. Proxies. Voting Members may vote by written proxy.
10. Conduct of Meetings. The president will preside over Members' meetings. The
secretary will keep minutes of the meetings and will record in a minutes book the votes of the
Members.
11. Action without Meeting. Any action that may be taken at a Members'meeting may
be taken without a meeting by written consent setting forth the action taken signed by a sufficient
number of Members as would be necessary to take that action at a meeting.
B. The Board
1. Governing Body;Composition. The affairs of the Association are governed by the
Board. Each director has one vote. The initial Board is composed of the directors appointed in the
certificate of formation. Each director must be a Member or, in the case of an entity Member,a
person designated in writing to the secretary.
2. Number of Directors. The Board consists of not less than three nor more than 10
directors. Within those limits,the Board may change the number of directors. No decrease may
shorten the term of a director.
3. Term ofOffice. The initial directors serve until the first annual meeting of Members.
The terms of directors will be staggered. At least one-third of the Board will be elected each year.
The initial Board will determine the initial term,not to exceed three years,of each director. At the
expiration of the initial term of a director,each successor will have a term of 3 years. Directors may
serve consecutive terms.
4, Election. At the first annual meeting of Members,the Voting Members will elect
directors to succeed the initial directors. At subsequent annual Members'meetings,successors for
each director whose term is expiring will be elected. Cumulative voting is prohibited. The candidate
or candidates receiving the most votes will be elected. The directors elected by the Voting Members
will hold office until their respective successors have been elected.
5. Removal of Directors and Vacancies
a. Removal by Members. Any director may be removed,with or without cause,
by a majority of the Voting Members. Any director whose removal is sought
will be given notice of the proposed removal.
b. Removal by Board. Any director may be removed at a Board meeting,by a
majority vote of the other directors, if the director:
i. failed to attend 3 consecutive Board meetings;
ii. failed to attend 30 percent of Board meetings within one year;
iii. is delinquent in the payment of any Assessment for more than 60
days;or
iv. is the subject of an enforcement action by the Association for
violation of the Governing Documents.
c. Vacancies. A director's position becomes vacant if the director dies,becomes
incapacitated,resigns,or is no longer a Member.
d. Successors. If a director is removed or a vacancy exists,a successor will be
elected by the remaining directors for the remainder of the term.
6. compensation. Directors will not receive compensation. A director may be
reimbursed for expenses approved by the Board.
7. Powers. The Board has all powers necessary to administer the Association's affairs.
8. Management. The Board may employ a managing agent. Declarant,or an affiliate
of Declarant,may be the managing agent.
9. Accounts and Reports. Accounting and controls must conform to good accounting
practices. Accounts will not be commingled with accounts of other persons. The following financial
reports will be prepared at least annually:
a. An income statement reflecting all income and expense activity for the
preceding period.
b. A statement reflecting all cash receipts and disbursements for the preceding
period.
c. A variance report reflecting the status of all accounts in an"actual" versus
"approved" budget format.
d. A balance sheet as of the last day of the preceding period.
e. A delinquency report listing all Owners who are delinquent by more than 60
days in paying any Assessment and describing the status of any action to
collect those delinquent Assessments.
10. Borrowing. The Board may borrow money to maintain, repair, or restore the
Common Area without the approval of the Members. If approved in advance by the Members in the
same manner as approving a Special Assessment, the Board may borrow money for any other
purpose.
11. Rights ofAssociation. With respect to the Common Area,and in accordance with the
Declaration,the Association will have the right to contract with any person for the performance of
various duties and functions. Such agreements require the approval of the Board.
12. Enforcement Procedures
a. Notice. Before the Board may(1)suspend an Owner's right to use a Common
Area, (2) file a suit against an Owner other than a suit to collect any
Assessment, (3) foreclose the Association's lien, (4) charge an Owner for
property damage, or (5) levy a fine for a violation of the Governing
Documents, the Association or its agent must give written notice to the
Owner by certified mail,return receipt requested. The notice must describe
the violation or property damage that is the basis for the suspension action,
charge, or fine and state any amount due the Association from the Owner.
The notice also must inform the Owner that the Owner (1) is entitled to a
reasonable period to cure the violation and avoid the fine or suspension
unless the Owner was given notice and a reasonable opportunity to cure a
similar violation within the preceding six months and (2) may request a
hearing on or before the thirtieth day after the date the Owner receives the
notice.
b. Hearing. If the Owner is entitled to an opportunity to cure the violation,the
Owner has the right to submit a written request for a hearing to discuss and
verify facts and resolve the matter in issue before a committee appointed by
the Board or before the Board if the Board does not appoint a committee. If
a hearing is to be held before a committee, the notice must state that the
Owner has the right to appeal the committee's decision to the Board by
written notice to the Board.
The Association must hold a hearing under this section not later than
the thirtieth day after the date the Board receives the Owner's request for a
hearing and must notify the Owner of the date,time,and place of the hearing
not later than the tenth day before the date of the hearing. The Board or the
Owner may request a postponement,and,if requested,a postponement will
be granted for a period of not more than ten days. Additional postponements
may be granted by agreement of the parties. The Owner or the Association
may make an audio recording of the meeting.
The hearing will be held in executive session affording the alleged
violator a reasonable opportunity to be heard. Before any sanction hereunder
becomes effective,proof of proper notice will be placed in the minutes of the
meeting. Such proof will be deemed adequate if a copy of the notice,
together with a statement of the date and manner of delivery,is entered by the
officer,director,or agent who delivered the notice. The notice requirement
will be satisfied if the alleged violator appears at the meeting. The minutes
of the meeting will contain a written statement of the results of the hearing
and the sanction,if any,imposed. The Board may,but will not be obligated
to,suspend any proposed sanction if the violation is cured within a 30-day
period. Such suspension will not constitute a waiver of the right to sanction
violations of the same or other provisions and rules by any person.
c. Appeal. Following hearing before a committee,if any,the violator will have
the right to appeal the decision to the Board. To perfect this right,a written
notice of appeal must be received by the managing agent, if any,president,
or secretary within 10 days after the hearing date.
d, Changes in Law. The Board may change the enforcement procedures set out
in this section to comply with changes in law.
C. Board Meetings
1. Regular Meetings. Regular meetings of the Board will be held at such time and place
as determined by the Board,but at least 1 such meeting will be held during each fiscal year. Notice
of the time and place of the meeting will be given to directors not less than 10 days before the
meeting.
2. Special Meetings. Special meetings will be held when called by written notice signed
by the president or by any 2 directors. The notice will specify the time and place of the meeting and
the matters to be covered at the meeting.
3. Waiver of Notice. The actions of the Board at any meeting are valid if(1)a quorum
is present and(2)either proper notice of the meeting was given to each director or a written waiver
of notice is given by any director who did not receive proper notice of the meeting. Proper notice
of a meeting will be deemed given to anydirector who attends the meeting without protesting before
or at its commencement about the lack of proper notice.
4. Quorum ofBoard. At all meetings,a majority of the Board will constitute a quorum,
and the votes of a majority of the directors present at a meeting at which a quorum is present
constitutes the decision of the Board. If the Board cannot act because a quorum is not present,a
majority of the directors who are present may adjourn the meeting to a date not less than 10 nor more
than 20 days from the date the original meeting was called. At the reconvened meeting,if a quorum
is present, any business that may have been transacted at the meeting originally called may be
transacted without further notice.
5. Conduct of Meetings. The president will preside at Board meetings. The secretary
will keep minutes of the meetings and will record in a minute book the votes of the directors.
6. Proxies. Directors may vote by written proxy.
7. Action without Meeting. Any action that may be taken at a Board meeting may be
taken without a meeting by written consent setting forth the action taken signed by a sufficient
number of the Board as would be necessary to take that action at a meeting.
D. Officers
1. Officers. The officers of the Association are a president,vice president,secretary,
and treasurer, to be elected front the Members. The Board may appoint other officers having the
authority and duties prescribed by the Board. Any two or more offices may be held by the same
person,except the offices of president and secretary.
2. Election, Term of Office, and Vacancies. Officers will be elected annually by the
Board at the first meeting of the Board following each annual meeting of the Voting Members. A
vacancy in any office may be filled by the Board for the unexpired portion of the term.
3. Removal. The Board may remove any officer whenever,in the Board's judgment,the
interests of the Association will be served thereby.
4. Powers and Duties. Officers have such powers and duties as are generally associated
with their respective offices and as may be specifically conferred by the-Board. The president is the
chief executive officer of the Association. The treasurer has primary responsibility for the
preparation of the budget and financial reports and may delegate all or part of the preparation and
notification duties to a finance committee,management agent,or both.
5, Resignation. Any officer may resign at any time by giving written notice to the
Board,the president,or the secretary. Resignation takes effect on the date of the receipt of the notice
or at any later time specified in the notice.
E. Committees
The Board may establish committees by resolution and authorize the committees to perform
the duties described in the resolution.
F. Miscellaneous
1. Fiscal Year. The Board may establish the Association's fiscal year by resolution. In
the absence of a Board resolution determining otherwise,the Association's fiscal year is a calendar
year,
2. Rules for Meeting. The Board may adopt rules for the conduct of meetings of
Members,Board,and committees,
3. Conflict. The Declaration controls over these Bylaws.
4. Inspection ofwoks and Records
a. Inspection by Member. After a written request to the Association,a Member
may examine and copy,in person or by agent, any Association books and
records relevant to that purpose. The Board may establish rules concerning
the (1) written request; (2) hours, days of the week, and place; and (3)
payment of costs related to a Member's inspection and copying of books and
records.
b, Inspection by Director. A director has the right,at any reasonable time,and
at the Association's expense,to(1)examine and copy the Association's books
and records at the Association's Principal Office and (2) inspect the
Association's properties.
5. Notices. Any notice required or permitted by the Governing Documents must be in
writing. Notices regarding enforcement actions must be given by certified mail, return receipt
requested. All other notices may be given by regular mail. Notice is deemed delivered(whether
actually received or not)when properly deposited with the United States Postal Service,addressed
to(1)a Member at the Member's last known address according to the Association's records;and(2)
the Association, the Board, or a managing agent at the Association's Principal Office or another
address designated in a notice to the Members. Unless otherwise required by law or the Governing
Documents,actual notice,however delivered, is sufficient.
6. Amendment. These Bylaws may be amended at any time by the vote of 60 percent
of the votes represented by all Voting Members of the Association at the annual meeting or a special
meeting of such Members called for such purpose if a quorum be present This provision will not
be construed as limiting the Board's power to amend the enforcement procedures to comply with
changes in law.
Signed on ,2009.
&-ecretary, KyleView Estates Homeowners
Association,Inc.
KyleView Estates, Ltd.
1722 Broadmoor; Ste 212
Bryan, TX 77E302
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CERTIFICATE OF GENERAL PARTNER
The General Partner of KyleView Estates, LP (the "Partnership") certifies:
1. The undersigned has custody of the records of the Partnership and is authorized to execute
this certificate on behalf of the Partnership.
2. The following was adopted by the General Partner on June 27, 2008:
RESOLVED that,Paul Leventis,as President of Brazos Trace,LLC,the General Partner of
KyleView Estates, Ltd., has the authority to sign on behalf of the Partnership the plat for
KyleView Estates,the Deed Restrictions for such subdivision,the home owner's association
documents,and any other document required by the City of College Station,Brazos County,
Wellborn Water Supply Corporation, Bryan Texas Utilities and any other entity necessary
to effectuate the purposes of the Partnership and the development of the Partnership's
property.
3. The above resolution has not been amended,modified or rescinded and is in full force and
affect. The above resolution was adopted in accordance with the terms of the partnership agreement
of the Partnership.
4. The Partnership is organized and existing under the laws of the State of Texas. There are no
proceedings for dissolution of the Partnership pending.
Dated and effective: June 27, 2008.
Brazos Trace, LLC, General Partner
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By:
Paul Leventis, 'resident