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BURTON CREEK PUB, INC.
RESTATED ARTICLES OF INCORPORATION
STATE OF TEXAS ~
~
COUNTY OF BRAZOS ~
KNOW ALL MEN BY THESE PRESENTS:
Pursuant to Articles 4.07 and 4.04 of the Texas Business Corporation Act,
BURTON CREEK PUB, INC., a Texas corporation (the "Corporation"), hereby amends
and restates its Articles of Incorporation (the "Articles") filed in the Office of the
Secretary of State of the State of Texas on December 1, 1995, to restate the Articles as
amended and supplemented by all Certificates of Amendment (if any) previously issued
by the Secretary of State and as further amended hereby.
No shares of the Corporation have been issued, and these Restated Articles of
Incorporation have been adopted and signed by all members of the Board of Directors.
1. The name of the Corporation (prior to these Restated Articles of
Incorporation) is BURTON CREEK PUB, INC.
2. Each and every provision of the original Articles has been amended
and the new provisions are set forth below.
3. All members of the Board of Directors of the Corporation adopted
these Restated Articles of Incorporation as of the date hereof.
4. As of the date hereof, no shares of the Corporation have been issued
and none are outstanding.
5. No shares of the Corporation have been issued.
6. No exchange, reclassification or cancellation of issued shares has
been made; since no shares have been issued.
7. The amount of authorized shares has been changed from 10,000
shares with a par value of $50.00 each to 10,000 shares with a par value of $1.00 each.
The Articles are hereby amended and restated, in their entirety, as follows:
ARTICLE I
The name of the Corporation is BURTON CREEK PUB,INC.
ARTICLE II
The period of its duration is perpetual.
ARTICLE III
The purposes for which the corporation is chartered are the transaction of
any or all lawful business for which a corporation may be incorporated under the Texas
Business Corporation Act.
ARTICLE IV
The corporation shall have the authority to issue one class of common stock
which class shall be Common Stock in the amount of Ten Thousand (10,000) shares with
a par value of $1.00 each, each share of which has full voting rights with respect to the
election of Directors and other matters of corporation business. The right to cumulative
voting is expressly denied. At each election for directors of the corporation, each
shareholder entitled to vote at such election shall have the right to vote, in person or by
proxy, only the number of shares owned by him for as many persons as there are
directors to be elected and no shareholder shall ever have the right or be permitted to
cumulate his votes on any basis.
Page 2
ARTICLE V
Pre-emptive rights are hereby denied. No shareholder of this corporation
shall, by reason of his ownership of stock, have a pre-emptive or other right to purchase,
subscribe for, receive or acquire all or any part of any capital stock (either the unissued
or treasury stock), notes, bonds, debentures, securities, stock options or warrants, or
other securities convertible into or entitling the holder thereof to purchase any such
capital stock (whether authorized by the Articles of Incorporation or by any amendment
thereto) to be issued, optioned, sold, transferred or otherwise disposed .of by the cor-
poration at any time. Any part of any such stock, notes, bonds, debentures, securities,
stock options or warrants may at any time be issued, optioned, sold, transferred or
otherwise disposed of by this corporation to such persons and upon such terms as may
seem proper to the Board of Directors in its absolute discretion, without first offering
same or any part thereof to any existing shareholder.
ARTICLE VI
The corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.00 consisting of money, labor
done or property actually received.
ARTICLE VII
The initial registered office of the corporation is 3600 Rock Prairie Road,
College Station, Texas 77845 and the initial registered agent at such address is Brian
Howard Perry.
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ARTICLE VIII
In addition to all of the general powers possessed by a corporation under
the provisions of the Texas Business Corporation Act and the powers of a corporation
inherent and implied by law, the corporati0n will have the express power to endorse bills
and notes, enter into contracts and undertakings of all types, to establish and maintain
pension and profit-sharing plans and arrangements; and to enter into any partnership,
limited or general, as limited or general partner, and to enter into any other
arrangement for sharing profits, union of interests, reciprocal concessions or cooperate,
with any other corporation, association, partnership, trust, syndicate, governmental
authority, entity or person, whether domestic or foreign, in carrying on any business or
transaction deemed necessary, convenient or incidental to carrying out any purposes of
the corporation or any lawful purpose. The pqwers of the corporation may be exercised
by it anywhere in the world; and the hereinabove set forth specific powers of the
corporation shall not be interpreted to prohibit the corporation from exercising other
powers of corporations now or hereafter legally permitted to be exercised by corporations.
ARTICLE IX
(a) The corporation shall indemnify, to the fullest extent permitted by
Texas law, every person who is or was a director of the corporation and any person who,
while a director of the corporation, is or was serving at the request of the corporation as
a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar
functionary of another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise with respect to all costs
and expenses incurred by such person as a result of such person being made or threaten-
-4-
ed to be made a defendant or respondent in a proceeding by reason of his holding a
position named above in this paragraph.
(b) The corporation shall indemnify, to the fullest extent that
indemnification for directors is permitted by Texas law, every person who is or was an
officer of the corporation and any person who, while an officer of the corporation, is or
was serving at the request of the corporation as a director, officer, partner, venturer,
proprietor, trustee, employee, agent or similar functionary of another foreign or domestic
corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan
or other enterprise with respect to all costs and expenses incurred by such person as a
result of such person being made or threatened to be made a defendant or respondent in
a proceeding by reason of his holding a position named above in this paragraph.
(c) The corporation shall advance expenses to any person named in
paragraph (a) or (b) of this Article who was, is, or is threatened to be made a party in a
proceeding by reason of his holding a position named in paragraph (a) or (b), to the
fullest extent permitted by Texas law.
(d) It is the intent of the corporation to indemnify the persons referred to
in this Article to the fullest extent permitted by law. The indemnification provided by
this Article shall not be deemed exclusive of any other rights to which those seeking
indemnification 'may be entitled under any law, agreement, vote of shareholders or
directors, the corporation's By-Laws, or otherwise, or under any policy or policies of
insurance purchased and maintained by the corporation on behalf of any such person,
both as to action in his official' capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a director or
-5-
officer, and shall inure to the benefit of the heirs, executors and administrators of such
a person.
(e) The indemnification provided by this Article shall be subject to all valid
and applicable laws, including, without limitation, Article 2.02-1 of the Texas Business
Corporation Act, and, in the event this Article or any of the provisions hereof or the
indemnification contemplated hereby are found to be inconsistent with or contrary to any
such valid laws, the latter shall be deemed to control and this Article shall be regarded
as modified accordingly, and, as so modified, shall continue in full force and effect.
ARTICLE X
A Director of the corporation is not liable to the corporation or its
shareholders for monetary damages for an act or omission in the director's capacity as
a director, except that this provision does not eliminate or limit such director's liability
for:
1. A breach of the director's duty of loyalty to the corporation or its
shareholders or members;
2. An act or omission not in good faith that constitutes a breach of
duty of the director to the corporation, or an act or omission that
involves intentional misconduct or a knowingyiolation of the law;
3. A transaction from which the director received an improper benefit,
whether or not the benefit resulted from an a~tion taken within the
scope of the director's office; or
4. An act or omission for which the liability of a director is expressly
provided for by an applicable statute.
ARTICLE XI
Any action required by the Texas Business Corporation Act to be taken at
any annual or special meeting of shareholders, or any action which may be taken at any
-6-
annual or special meeting of shareholders, may be taken without a meeting, without
prior notice, and without a vote, if a consent or consents in writing, setting forth the
action so taken, shall be signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a meeting
at which the holders of all shares entitled to vote on the action were present and voted.
ARTICLE XII
The number of Directors constituting the initial board of Directors is three
(3), and the name and address of the persons who are to serve as Directors until the first
annual meeting of the shareholders or until his successor is elected and qualified is:
Brian Howard Perry
3600 Rock Prairie Road
College Station, Texas 77845
Brian Dockray Clark
13061 Hopes Creek Meadow Circle
College Station, Texas 77845
Tim Patrick Black
1009 South P:illla~ de V A L V r;:. k \) ~
College Station, Texas 77845
~)
IN WITNESS WHEREOF, the undersigned, being all of the Directors of the
Corporation, have executed this instrument this /0 day of March, 1996.
0:\ WPDOCS\105728\OOO7\RESARTOl. W AH\0306961546
-7-
~t 0/108
From:
To:
Date:
Subject:
Jane Kee
SVOLK
3/19/96 1 :26pm
Brandywine & Ferreri's -Reply -Reply
rm not sure whether it requires PRC or not. It's nonconforming and all they will be doing is showing us a striping plan so we can check dimensions, We
can't require any improvement. She said she'd have it for the p&Z mtg. That's fme w/me.
>>> Shirley Yolk 03/19/96 l2:02pm >>>
I fmd this interesting. I haven't been involved in this much except to call Joe back a couple oftimes, so I didn't know that the Brandywine folks were going
to allow the club to park on their property out of the goodness of their heart. My understanding of what I thought you sent us last week was that negotiations
were taking place and a figure of $175,00 sticks in my mind. Keep me posted, Also - will this Donna get us a site plan by tomorrow so we can PRC it next
week?
>>> Jane Kee 03/19/96 1l:15am >>>
PLEASE READ WHOLE NOTE _ QUESTIONS AT TIIE END.
Donna Black called - the woman trying to buy Joe's place plus the lot next to it. Says Brandywine is changing the rules. Says they won;t allow her cross
parking onto Lot 1 now. I told her as long as the numbers she gave me yesterday are right and she only needs 64 spaces and can fit at least that many on lot
2, then as far as the City is concerned she's OK wiht parking. She will turn in the parking cales with a parking lot site plan for the CUP this week.
She's mtg. with Brandywine today at 2. I told her rd be in a mtg. and if she needs anytlllng to ask for Joey or Sabine.
Maybe Joe wasn't the one that was hard to work with. maybe it was the Brandywine folks. Donna says she's from Boston and these guys have a NY attitude
like they are dealing With some Texas small town no nothin's.
If anyone disagrees with me that she should be OK wlo the cross parking agreement, let me know. The plat says cross parking and access but it goes on to
reference the deed rest. Should we be looking for deed rest. that allow this access? According to Thornton when he met wlme and V, Brandywime only
wanted to preclude the club from parking on lots 3 & 4. Does anyone think this change would require the plat to go back?
Dow, COGBURN & FRIEDMAN, Po C.
ATTORNEYS AT LAW
WARREN A. HOFFMAN
SUITE 2300 THE COASTAL TOWER
AREA CODE '713
SHAREHOLDER
DIRECT DIAL (713) 940-6014
9 GREENWAY PLAZA
626-5800
HOUSTON, TEX.A.S 77046
TELECOPIER 940-6099
March 12, 1996
Via Federal Express
Capitol Commerce Reporter, Inc.
P.O. Box 1572
1301 Highway 1-35 S., Ste. 100
Austin, TX 78741-1198
Re: BURTON CREEK PUB, INC.
Gentlemen:
Enclosed please find Restated Articles of Incorporation for Burton Creek Pub, Inc.
to be filed immediately with the Secretary of State's Office. Our firm account number
is 1384.
Call us with confirmation of the filing data and return a file-stamped copy to us
as soon as possible. If you have any questions or problems in connection with this filing,
please call me at once.
Very truly yours,
Pow, CooBURN & FRIEDMAN, P.C.
a;:
By
W AH:jab
Enclosures: Restated Articles
cc: Brian Perry
0:\ WPDOCS\lOS728\OOO7\LTRCCROI. W AH\0312961703
From:
To:
Date:
Subject:
steve Homeyer
city of college Station.City Hall(JDUNN, SVOLK), v...
3/11/96 10:58am
Brew Pub in Ferrerri's -Reply -Reply -Reply -Reply
Neither have 1.
>>> Veronica Morgan 03/11/96 10:42am >>>
no i havent heard from a donna black. steve have you?
>>> Joey Dunn 03/07/96 02:35pm >>>
yes. 1 met with Donna Black and purchaser of the prop. (didn't get his name!)
Monday afternoon and gave them cup & site plan info. They have signed an
earnest money contract on the property, and are ready and willing to put in
105 permanent.parking spaces (to current standards) for the.nightclub use on
the land that Txdot will lease. to thelll -~They will NOT be requesting a temp.
parking lot. They tried to negotiate directly with the Brandywine folks, but
she made it c,lear that there was no way a deal could be made. Bill Scarmardo
is putting their site plan together which they will turn in when they submit
their cup application by the Mar. 13th deadline. 1 told them they needed to
talk to Engr. about drainage development; V, did Ms. Black come to you or
steve about this?
>>> Shirley Volk 03/07/96 02:16pm >>>
Have you heard anymore about this?
>>> Joey Dunn 02/28/96 04:14pm >>>
Apparently Mr. Ferrerri is looking into selling his restaurant. 1 received a
call from Donna Black, who wanted to know the possibility of making it into a
brew pub that would include some evening entertainment, .which would qualify it
as a right club. 1 noticed you guys were really busy so 1 called her back
with this conclusion -
She'd have to get a cup
Current bldg. square, footage: 10,800 s.f.
Current number of park. sp: JJ51,$
Variance was granted for 111 park. sp.
Night club would require 216 park. sp.
~-V
* Therefore, they would have to provide~spaces "somewhere" on site, Le.
txdot land, etc. She said ok and went away (1 think). Feel free to respond.
CC:
City of College Station.City Hall(JKEE, SKUENZEL),...
NIGHT CLUBS
Minimum Requirements:
1. Receipt for filing fee ($150.00).
2. Sixteen (16) copies of site plan which includes requirements for site plan
proposals as listed on attached sheet. This site plan will go to P.R.C, for review,
after which thirteen (13) copies of revised site plan will be required.
3. Detailed e~lanation of proposed use including hours of operation, anticipated
traffic, and number of employees.
4. If sign is planned for projeCt, site plan should include sign elevation and
details. If sign details are not included on plans submitted with this application,
any future sign may have to be considered as a separate conditional use permit
and all of the above requirements must be repeated.
APPLICATION WILL NOT BE CONSIDERED COMPLETE WITHOUT THE FOllOWING
INFORMATION ADDRESSED:
5. Indicate how this use and site plan will not be detrimental to the health, welfare, and
safety of the surrounding neighborhood, by answering the following:
a. Approximate the distance to the nearest residential area .and indicate the
housing type (single family; duplex, multi-family, etc.)
Ap,fJro,;x. Ljoo I - rYlt/lIj - fa m " ~y
b. Estimate noise levels: The College Station Codes limit noise levels to 65
d.b,a. from TOO A.M. to 10:00 P.M. and to 55 d.b.a. from 10:00 P.M. to 7:00
A.M. Estimate the noise levels produced from the proposed use as heard
from all property lines.
()ndev S S or b c<.-.
c, Approximate the distance to the nearest church, school; or hospital. These
measurements must be taken from front door, along property lines,' to front
door.
flpfro1l/.
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d. Describe the proposed activities and entertainment attractions.
7e(eViSiO 11 J PD?)) -r;, b /(2, S- v . Occ 11'+ L?oarlc" ('?AJmp daJ/I L
Orx Y! cI , '" /' . / )'
Explanation of Burton Creek Pub
Burton Creek Pub Inc. is trying to establish a brewpub with an atmosphere more
like a nightclub than a restraunt. Entertainment will include things such as televisions,
pool tables, dartboards, and possibly shuffle board tables. Due to a large number of
nightclubs in this area geared to attracting students and younger patrons, Burton Creek
Pub is going to attempt to attract a more mature and professional customer. With this in
mind we plan to be open when people are less likely to be at work; from 4:00 p.m. to
12:00 a.m. Mon. thru Thurs. - from 4:00p.m. to 1:00 a.m. on Friday - from 12:00 p.m. to
1:00 a.m. on Saturday and from 12:00 p.m. to 12:00 a.m. on Sunday.
The property which is presently Ferreri's Italian Cuisine is locate4just off of
Texas Ave. and should have sufficient entry and exit points for smooth traffic flow. We
presently have an unwritten agreement with Shelia R. Fay real estate to purchase an
additional 28,605 sq. ft. behind the present building to use as additional parking. This
with the cross parking agreement should satisfy all parking requirements.
Employees will include a manager, a brewer, bartenders, barbacks, waiters or
waitressess, a cook, and any other help needed to keep things clean and running
smoothly. The number of employees per day Will most likely be between 5 and.l 0
depending on projected buisness.
The outside of the building will remain virtually unchanged, with the sign being a
part of the building. Some minor adjustments might be made to the entrance to increase
effectiveness and security, As well, a sidewalk may be addedto help pedestrian flow
stay out of traffic areas.
"
~
~
ACCORD COMMERCIAL, INC.
3833 TEXAS AVE., STE. 217
PO Box 4549..124
BRYAN, TX 77802
(409) 846~6300
(409) 846-9743
(409) 846-4964 FAX
REAL ESTATE SALES I SERVICES
March 11, 1996
Mr. Phil Giovinco
Managing Partner
Brandywine Group
Brandywine One, Suite 300
Chadds Ford, P A 19317-9667
RE: LetterofIntent to Purchase Tract 2
Brandywine Subdivision, College Station, TX
Dear Mr. Giovinco,
I have been authorized by Burton Creek Pub, Inc. and its managing partners, Brian Perry, Tim
Black and Brian Clark, to make the following offer to purchase Tract 2: 28,605 square feet in
the proposed Brandywine Subdivision. subject to final replat approval March 14, 1996:
1. Price: $175,000
2. Terms: Cash at Closing
3. Closing Date: April 5, 1996
4. Intended Use: Parking and/or building addition with additional cross parking
agreement
5. Maintenance Agreement: Buyer agrees to pay pro rata share of upkeep and
repairs oflighting and parking lot
6. Burton Creek Pub requires exposure through signage on shared pylon sign
7. Contingencies: This offer is contingent on approval of conditional use permit
by City of College Station Planning and Zoning, April 4, 1996.
8. Earnest Money: $10.000 escrowed with American Title Company or Brazos County
9. Buyer agrees to adhere to deed restrictions which limit use of building and prohibit
any type of sexually oriented enterprise.
If these terms and conditions are acceptable, please signify by signing below and an earnest
money contract will be signed by Buyers no later than March 18, 1996.
~s~" cj.
~'dJo~1
" ei a R. Fay
. ,/. Listing Agent .. .
Acknowledged andAgreed..!o by .
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City of College Station
PO Box 9960, College Station, Texas 77842
CITY OF COUEGE STATION
FAX
(Of
Date: 2 J.) /97
Number of pages including cover sheet: ~
To.
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From: J e ~ ~4
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Fax phone:
Phone: (409)764-3570
Fax phone: (409) 764-3496
Phone:
cc:
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tTIqe 'tate of tTIexaz
SECRETARY OF STATE
CERTIFICATE OF INCORPORATION
OF
BURTON CREEK PUB, INC.
CHARTER. NUMBER 1378985-00
The undersigned, as Secretary of State of Texas, hereby certifies that the attached Articles
of Incorporation for the above named corporation have been received in this office and are
found to conform to law.
ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the authority
vested in the Secretary by law, hereby issues this Certificate of Incorporation.
Issuance of this Certificate of Incorporation does not authorize the use of a corporate 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:
Effective
December 1, 1995
December 1, 1995
'-0'0\-.
Antonio O. Garm, Jr.
Secretary of StaJe LCS
ARTICLES OF INCORPORATION
OF
BURTON CREEK PUB, INC.
r--~~"'~'''FILE[j -~~'<---,
I "in the OffiCe of the
'. Secretary of State of Texas
,
1 DEe 0 1 1995
I
L, \;GRPORA'nONS SECTION ~J
ARTICLE ONE
The name of the Corporation is BURTON CREEK PUB, INC.
ARTICLE TWO
The period of its duration is perpetual.
ARTICLE THREE
The purpose for which the Corporation is organized is the transaction of any
and all lawful business for which a corporation may be incorporated under the Texas
Business Corporation Act.
ARTICLE FOUR
The aggregate number of shares which the Corporation shall have authority
to issue is Ten Thousand (10,000). The shares shall have a par value of Fifty Dollars
($50.00).
ARTICLE FIVE
The Corporation will not commence business until it has received for the
issuance of its shares consideration of the value of $1,000.00, consisting of money,
labor done or property actually received.
ARTICLES OF INCORPORATION OF
BURTON CREEK PUB, INC., PAGE 1
ARTICLE SIX
The street address of its initial Registered Office, and the name of its initial
Registered Agent at this address, is as follows:
Brian Howard Perry
4301 Texas Avenue South
Bryan, Texas 77802
ARTICLE SEVEN
The number of initial Directors is three. The names and addresses of the initial
directors are:
Brian Howard Perry
3600 Rock Prairie Road
College Station, Texas 77845
Brian Dockray Clark
13061 Hopes Creek Meadow Circle
College Station, Texas 77845
Tim Patrick Black
1009 South Dallas Verde
College Station, Texas 77845
ARTICLE EIGHT
The name and address of the Incorporator is:
Marilyn S. Hershman
408 W. 17th Street, Suite 101
Austin, Texas 78701-1207
(512) 474-2002
IN WITNESS WHEREOF: I have hereunto set my hand this 30th day of
November, 1995.
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Marilyn S. Hershman, Incorporator
ARTICLES OF INCORPORATION OF
BURTON CREEK PUB, INC., PAGE 2
From:
To:
Subject:
Joey Dunn
JKEE
Brandywine & Ferreri's -Reply
Jane, I'll try to get a letter to her today.
>>> Jane Kee 03/19/96 ll:ISam >>>
PLEASE READ WHOLE NOTE _ QUESTIONS AT THE END.
Donna Black called. the woman trying to buy Joe's place plus the lot next to it. Says Brandywine is changing the
rules. Says they won;t allow her cross parking onto Lot 1 now. I told her as long as the numbers she gave me
yesterday are right and she only needs 64 spaces and can fit at least that many on lot 2, then as far as the City is
concerned she's OK wiht parking, She will turn in the parking calcs with a parking lot site plan for the CUP this
week.
She's mtg. with Brandywine today at 2. I told her I'd be in a mtg. and if she needs anything to ask for Joey or
Sabine.
Maybe Joe wasn't the one that was hard to work with. maybe it was the Brandywine folks. Donna says she's from
Boston and these guys have a NY attitude like they are dealing with some Texas small town no nothin's.
If anyone disagrees with me that she should be OK wlo the cross parking agreement, let me know. The plat says
cross parking and access but it goes on to reference the deed rest. Should we be looking for deed rest. that allow
this access? According to Thornton when he met wlme and V, Brandywime only wanted to preclude the club from
parking on lots 3 & 4. Does anyone think: this change would re<}uire the plat to go back? .
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