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CONDOMINIUM . DECLARATION
OF
VILLAGE SQUARE.... OFFICE PARK
2748 . Longmire Drive
College Station, Texas 77840
/)J .10, I r;; Ps.. c2l
H {f
I..,....'
TABLE OF CONTENTS
I. DECLARANT ......... ... . . '. .. .. . '.... .. .. . .. . .. . .. ..... ... ..... .. .. .. . . . . .... .
.2. RECITAlS ... ........ .. .. ... . .... . ... .. . .... . . ... . . .. '. . .. . ..
2.1 OwnershipofProperty. ..~' . . .. ... ..... ... . .... . .. . . . . .. . . .
2.2 Establishment of Condominiums .. .......... .. .. . .. .. . .. .. .. . .
3. SIJBMISSIC>NTODECLARATION.... . .. . ..... ... .. . . . . . .. . . . .
4. DEFINITIONS .. ... . . . .... .... .... . .. . . .. ... .. ........ . . . . ... . . .
4.1 Act. ...... ,. .... ... '. . .. . .... ... . ..... ..e '.. ...... ...... '.. .. ... .. ... . . . .
4.2 ~sociation.... . . .. . ..... ....... .. . .. . .. .. .. . .. . .. . e . . . .
4.3 Buildings.... . ... . . . . . ... .. . .. . .. .. .. .... ... . . . .. ... . . . .
4~4 Common Elements ..... ... . ... . . .... . . . . . ... . . . . .. . . . . . . . .
4.5 Condominium. .. . .. . . . ~.... . .. . . . . . . . ... . . . . . . . . . . . . . . .
4.6 Condominium Bylaws. . .. . ... . .. . . . . . . ..... . . . . . . . . .. . . . .
4.7 Condominium Documents ... . . . . . . . ... . . .... . . .. . . .. . . . . . . . . ..
4.8 CondominiumProject...... .. . ... . . . ... .. .. ... .. . . . .. . . . . .
4.9 Declarant. .. . ..'. . . ... ...... .. . . .... . . . . .. . ............ . . . . . . .
4.10 Declaration ............. ... . . .. .. . .. ... ... .. .. . . .. . .. . .
4.11 Directors... ... ..... ... . ..... . .......... ... .. . ... . . ... ... . . .. . . . . ..
4.12 Owner... .. . ...... ..... ...... ... ... ... .... .... . ... . . . . .
4.13 Plat... . . . ,.. . .. . . ... ... .. . . . .. ..;. . . . . . ... . . ... . . .. . . .
4.15 Premises.. ...... .... . . .... ... . ... c. ..... ... . ... ... . . .. . . .
4.16 Property .. .....~.... ... ....... .... ............ . ..... . .. ....
4.17 Percentage Interest . . . . .. .... . . . . .. . . . . ..... . . .. . . .. . . . . . .
4.18 Unit.................. . . .... . . . . . .. .. . . .. .. . . .. . . ... .
5. ASSOCIATION....... ... . ... .... .. .... ..... . .. . ... . . .. .. . .. ..
5.1 .Association. . .... ... ... .. . ... ........ . . . ... . . . .. . . ..... . . . . . ..
5.2 Membership.. .. e. ... . .. . . ....... ... . . .... ... . ... ... . .. .. . .
5 .3Vo ting Rights... . . .... . ... .. . .... . . . . . . . . .. .. . .. . . .. . . .
5.4 M~mbershipMeetings..... .. .i. H.. . . . . .. . . . .. .. . . . . . . . . . .
5.5 General Powers and Authority . ... .... .. . . ... . .. . .. . .. . . . . .. ..
5.6 Duties. of the Association ... ... ........ .... .. ... . . . .. . . . . .
5.7 Board of Directors.. . . .. .... . .. ... .. . .. . . . . ... . . . . . . . . . .
5.8 Powers and. Duties of the Board of Directors ...................
5.9 Limitations on Powers of Board of Directors . ,. .. . .... .' .'. . . . . . . . .
6. ASSESSMENTS. .... . . . . . . .... . .. . ... . . .... . .... ..... . . .. . . . .
6.1 CovenanttoPay.. ... . ... ... .. .. . .... ... .. .. .. ... . . . .. . .
6.2 Regular Assessments . .... . . . . . . .. .. . .... . . .. ... .. . . .. . . . . .
6.3SpeciaIAssessments. .... ... . ... .. .... . .. . .. . .. . .. . . . ... . . .
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6.4
6.5
6.6
6.7
6.8
6.9
LiIiritationson. Assessments ... . . . . . .. . .... . . . .. ... . . . . . . .. . . .
Commencement of Assessments ... . .. . . .. .. . .. ... .. .. . ... . . . '.
Delinquent Assessments ........ .... .. . . .... . . . ... . . . ..... . . . ..
Liabilityfor~essl11ent$.... ............. . . · ... . · .. · . . . . . . .
PaymelltofAs~essments(J~ConveyaneeofUnit .... ~ . . . . .. . . .. . . . .
Lien and Foreclosure for DelinquentAssessments. . ... ..... . .. . . .
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7. CO.MMONELEMENTS .... . . ..... .. .. . . .. . . .... . .. .. .. .. . . ..... . . .
7.1 Fee ... '.. .iI.. .. . ...... .. '...", ...... . .. .,.. ... .. ..... .. .. .... ... ..~ .. . . .
7.2 I..a.nds.cape................ .. ...... ..... .. ... ... ... . ... .. . . ..
7.3 MaintenanceAreas.. .. ... .. '. ..... .. ... ....... ... . .. . .... . . . .
7.4 CentraIServices... ........... . ........... ... ... .. . .... . .... .
7..5 Acc.ess.:Areas. ... .. .. .. ... . .. .... . ... . . .... ... . .. . .. .. .. . . .. . .
7.6 COmmonUse........ ............ .. .... . .. .. ~ . . .. . . .. . ... .
8. UNITS AND PERCENTAGEINTERESTS.. ... .. .. . . .. . .. . .... .. . .
8.1 The Units.. ... ... .. .. ... . ..... .... . .. . .. ....... ... ... ..... .. . .. . ... . .
8.2PercentageInterests.. . . . . . ... . . . . . .. . .. . . .. . . . . .. . . . . . .
8.3 Areas. . . . . . .. . . . . . ... . .... . . ... . . . . .. . . . . . . . . .. . . . ...
8.4 Boundaries. .......... ... .. ....... .. . . .. . .... .. .. .. .. . .. . .. ...
9. COVENANTSOFOWNBRS.. .. ..... . . ... ... . . . ..... ... . . . . . . .
9.1
9.2
9.3
9.4
9.5
9.6
9.7
9.8
9.9
9.10
9.11
UseofUnits.... ..... .... .. ..... . . . .... ... . ... . . ... . . .. .
Settlil1gBoundaries..... .......... .. ... . ... . .... . ... . . . .
AdrninistrationandControUingOoeuments .... ... ... .. . .. .. . . .
Priority of Payment for Assessments, Taxes and Liens . ... . . . . . . . .
Utilities. .. . . . .. .. .. ..... ....... . . .. .. .. . . . . . . ... .. .... ..
Owner's Costs of Maintenance.. ... . . . . . . .. ... . .. . . . . .. . .. . .
JanitorialServiceCosts... ....~_ ... . .. .. . . .. ... ... . . . . ... .
ExteriorSurfaces ......... ...... .... .... .. . . . >. . . .... . . . . . .. .. . .
Changes in Unit.... .... ....... ... . .. ... . .. . . . . ... . . . . . . . ..
Cost of Common ElementMaintenance. .... ......... . . . ... ... . ....
RainRetentionAreas. .... . .... .. .. . . ... ...... . . . . . .. . . ..
10. EASEMENTSANDRESTRICTIONS..o. .. ..... ~ . . . . . ... .o. ... . .. ..
10.1 EasementsforOwnersandjorAssociation to Repair ............
10.2 AppearanceandStructural.Integrity. ....... ... . . . ... .. ... . . .
10.3 Signs.<............ .... ........... ...... .... ...........
10.4 Prohibited..... .... ... . ...... ...... . . . ... .. . . . . . . ...... .
-10.5 Utility Installation.....>. .. .. ......~. . . . ...... . . . ... ... ..~. . . . .
10.6 NonexclusiveEasements... ... . . .. .. .. . . ... . .... . .. ... .. . .
10.7 OtherEasements... .. . . .... ..... .. .. . ... .. . . . . . . . . . . . .
10.8 Easements for Maintenance of Encroachments .. .. .. . .. . . ... . . .
10.9PermanentEasementsforRepair. . . ..... . . .. .. . . . . . .. . .. . . . .
I ) 6 9 1 q I c: Dc; :2. E3
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11. SUBDIVISION OF . UNITS BY DECLARANT .... ... . . . . . . . . . ... .. 14
12. RIGHTS OF BENEFICIARIES UNDER DEEDSOFTRUST.. .. . . . . .. 15
.12.1... .. ..,.:. ;!II.:. ..:..'.,. .... . ,. '.,.. ...... .. .. .. .....'. ... . ...... . '... . ... 15
12.2 Effect.of..A.m.endments....... ..... ..... ...... ..... . ;!II ..0.. .... . .. 16
12.3 Breach and Superiority of Declaration .. . .. .. .. .... .... .. .. .. . . . .. 16
13. DAMAGEORDESTRUCflON .... . ... .. .. ......... .. .... . . .. ... 17
14. CONDOMINIl1MREGIME ........ ......... ..... .. .. . ... . . ... 17
14.lP~rce11.tagelnt~rest... ... q.. ....... .H"H ... " ... . .. . . .. 17
14.2 Partition and Encumbrance of Common Elements ...... . . . ... ..... 17
14.3 Insurance Proceeds .... ..... ... ... .... ... ..:... . ... . .. . . ... 17
14~4Amendm.ents.. .. . .. . ... .... ... .. .. ..... ... . . .... .. . . . ... 17
15. COMPLIANCE WITHCONDOMINIUMDOCUMENTS. .. . . . .. .. ... 17
16. SEVERABILITY. .. .. .. . . ... .. . . . .. .. . . . . . . . . . . .. . . . . .. . . . .. 18
17. NON-WAIVER.. ...... ...... . ....... ..:... .. .. .. ... . . .. . .. .. 18
18. INTERPRETATIONANDCONSTRUCTION ............ ... . . . . .. 18
19. NO PUBLIC RIGHT <OR DEDICATION. . . . . . . .. . .... .. . . ... . .. .. 18
20.
GENERALPROVISIONS. . .. ... .
. ,.e ',. . . .. . -,. .' . . .-.... -.' .' . ". '. . _. . . . '. . -:e,.e..
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20.1 Exhibits ........... ... . .... . .. . . . . . . . . '.. ... . .. . . . . ... . . .. 1'9
20.2 Administration. . . . .. .. . .. .. . . . .... . . . . . . .. . . . .. . . ..,. .. 19
20.3 Headings.... ....... . ..... . ... ... . .... . . . . ....' . .... .. ... 19
20.4 Gender and Number. . . .. . .. .... . .. . . . . . .. . . .. . . . . . . . . .. 19
20.5 Bindin.g............ ...... .. . .. ... ...... . .. ... . . .. . . . .. 19
20.6 Limitations of Liability .. ,.... .. ...... ........ . . . .... . .. ... 19
20.7 Notices ... .... .. . . .. . . .. .... .... < ... .. . . .. .. . . .. . . . . .. 19
EXHIBIT A
EXHIBIT..B
EXHIBITC
LegalDescriptionofthePremises.... . ... . . .. ... . . ..... 21
Plat of the Condominium Project . . ..... .. ... .. .. . . .. .. .. 22
Condominium Bylaws ....... ... . . . . . . . .. . ... . . . . ... 23
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It t {
CONDOMINIUM DECLARATION
OF
VILLAGE SQUARE OFFICE PARK
1.. . DECLARANT. Pursuant to the provisions of the Act, and.. for the purpose of
submitting the Property described in this Declaration toa condominium regime, the
Declarant, whose address at the date of this Declaration is 2748 Longmire Drive,
College Station, BrazosCouttty, Texas 77840, hereby makes this Declaration.
2. RECITALS.
2.1 . .Owttershin., ofProp~rty... Declarant is .the owner in fee. simple of the
Premises situated inCollegeStatiQD, Brazos County, Texas described in this Declaration,
such estate . created pursuant to the warranty deed with vendor's lien from. GOLDEN
TRIANGLF;.SAVINGS&WAN ASSOCIATION, as grantor, to Declarant, 'as grantee,
as recorded in the Official. Records of Brazos . County on N .0\1.+ . ...... . 19'(1 in
VQlurne/2!d, Page lot . Declarant is the owner of the Buildingsloca~ed on the
Premises and. more particularly described in this De<::laration and on the P1at of such
Premises and the Buildings.
2.2 ~stablishrnent .' ofCoudominiums. Declarant desires,. by this Declaration
and the l'ecordinghereof,tQestablish aCQndominium project known as Village Square
Office Park under the provisions of the Act and this Declaration.
3. . SUBMISSION TO DECLARATION. ....Declarantdoes hereby submit the Property
tQ . this. Declaration, . and....does. . hereby establish Village Square ..Office Parkas a
cQndOIniniumpr()ject under the Act, . and the fee simple estate Qf. Declarant in and to
the Premises and the interest of Declarant in and to the. Buildings shaUhereafter be
subject to. · the . pmvisions of the Act, this Declaration and the Condominium Bylaws
herein described; and Declarant does hereby further declare as follows in this
Declaration.
4. DEFINITIONS. As used in this Declaration and the other Condominium
Documents,. the follOwing. .tenns sha.ll. have the. .meanings ..ascribed to them in this
Declaration:
4.1 Act. The tenn nAct" means the Texas Condominium Act, Article 1301a of
the Texas Revised Civil Statutes.
4.2.Association. . The term liAs so ciati 0 nil means Village Square Office Park
Owners Association,. thenon..profitcorporation incorporated and organized pursuant to
the Texas Non-PtofitCorporationAct,of which.aU 0Wners shall be members, and which
shall operate, maintain, administer and manage the Condominium Project.
Condol1ziniu111.Declaratioll
Page 1
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4..3 Buildings. The terms "Buildings", "Units" orUVillage Square Office Park"
mean the buildings situated on the Premises consisting of five (5) detached one story
officebuildings,andallrelated improvements . attached to31lda part .of such structure,
subJect to ...themattersdcseribed in Exbibits ."A"and1'B"attached . hereto.
4.4 Common Elements. The term uCommon Elements" means those Common
Elements COmmon ElelI1ents .. designated in this ...Declaration in Section 7 or elsewhere
for the use of all Owners of Units within the Condominium Project.
4.5 . Condominium.. The ternr"Condominium"means the separate ownership . of
a Unit, with an individual ownership interest in the Common Elements . defined herein,
located in .the.Buildings,..a.nd.anyother..incidents thereto or interests therein.
4.6. Condominium Bylaws. . The term "Condominium Bylaws" means the
Condominium Bylaws of Village dSquareOffice Park attached hereto as Exhibit "C",as
amended.from .time.to time.
4.7. C.ondominium.. Documents.. The. term "Condominium Documents" shall
collectively mean, unless the context means otherwise, this Declaration, the
Condominium Bylaws, the. Articles of .. Incorporation of the Association, the. Corporate
Bylaws. of the Ass?ciation, . and . any rules . and . regulations . of the. Association, . together
with any other constituent instruments ..and .amendments,modificationso[ supplements to
such documents.
4.8 Condominium ProJect. . The t.erm"Condominium Project" means Village
Square Office Park, an office. condominium established under this Declaration asa
Condominium. in accordance with the Act.
4.9 Declarant. The term "Declarant" means Roy R. LuepnitzandMary B.
Luepnitz,individuals residing in College Station, Brazos County, Texas, and any and all
of Declarant's . heirs, .legal..representatives.. :QI~~~jg!l~
4.10.. Declaration. .. .Th~.. terIll. ... "Declaration" .. means. . this Condominium
Declaration of Village Square Office Parkandallexhibits:here to., as amended from time
to time, which establishes Village Square Office Parkas the Condominium Project.
4.11 Directors. The terms "Directors"or uBoardof Directorst1mean the...Board
of Directors of the Association.
4.12 Owner... The. term . "Owner" means one.. or more individuals, firms,
corporations,.partnerships,associations, trusts or other legal entities, or any combination
theteof,who . acquires title. from.. the . Declarant or any ...otherOwner to, . and who . owns
title to, one or more Units within the Condominium Project, and the ,heirs, legal
representatives, executors, administrators, assigns ...andsuccessorsof such .e.ntities.
COlldoI11iniunl.. Declaration
Page 2
I JJ _ 1<1 /S' . PC) . ~ ~
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4.13.. Plai ...The term. "Plat" shall mean the drawings, describing the Buildings
and .thelJn.its ...and ..CommonElements,attached .heretoas'Exbibit"B".
4.14 .. Premises. . The term "Premises II meanS the parcelof land and anyrelated
easements . situated .. .inCollege .StatioJ.l,. .Brazos.County, Texasdescri.bed in Exhibit ."A'~
attached hereto. .
4.15 Property.... The term"):lropertY'. means the fee simple estate .of the
Declarant in the.Premises,...t0getherwith..the interest.of.theDeclarant in the Buildings
and .aUeasements, .tightsa.ndapputtel1a.ncesrelated to. such. interests.. which are
submitted to the provisions of this Declaration and of the . Act under . this Declaration.
4.16. Percentage .lrtterest.Tile.. terlll"Percentage. Interest".meansthe . respective
percentages of undivided interests in the Condominium Project assigned to each Unit
which are set forth in or determined ill accordance with this Declaration . and which are
arbitrary figures based llpon theapp~~~ate size of each Unit in relation to the other
Units, . but which nevertheless shall b~!Reterminative of the proportionate share. of each
respective Owner in.. the proceeds .~~d .. e"Pensesofadministration~d, except as
otherwise provided in the CondoIUini~r.. Bylaws and the Corporate .Byh~ws . of Village
Square Office Park Owners Asso?~~~ion, such Owner's vote at.. m({etings of the
Association. The total of all Percentage .Interests of the Condominium. Project is one
hundred percent (100%).
4.11 Unit. The boundaries of <a Unit shall be the exterior surfaces of the
Buildings, as described in> the Plat and as . further described in Section 80f this
Declaration, togetherwiththel.lndividedinterestinCommonElements,as specified and
established in this Declaration. There shall be five (5) Units in this Condominium
Project.
5. ASSOCIATION.
5.1 Association.. The Association, organized as ano~profit . corporation under
the Texas Non-Profit Corporation Act, operating under the name Village Square Office
Park, is charged with the duties and. invested with the powers prescribed by law and set
forth in this Declaration and in the ASsociation's Articles .of Incorporation and Bylaws.
5.2. Membership. Membership in the Association is automatically granted to
the Owner or Owners of each Unit in the . Condominium Project. On the transfer of
title to any Unit, the membership of the> transferor automatically ceases and each new
Owner becomes a member.
5.3 Voting Rights.. Voting shall be oIla.percentage basis. The..Owner.of each
Unit is entitled to a percentage of thetotG\1 vote equal to the percentage interest that
the Owner's Unit .bears tothe.entire.Condom.inium . Projectasassigned.inExhibit "Cu.. If
aUnit has more than one Owner, the aggregG\~e vote of the Owners of the Unit may not
exceed the percentage of ... the total vote > assig.ned to the . Unit.
Condo111iniu/1l Declaratiolt
Page 3
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504 ... Meinbershi~. Meetings. ....Meetings .of the memoers..shaU .be called, held,
andconductedinaCC0rQ,3;ncewiththerequ.irementsandproce.dl.lresset forth in the
Bylaws.
5.5 . General~owets . and .Auth~ri~.. .. The Association. shall . have . all of the
powersofa nonprofit corporation established under Texas law, subject only to the
limitations contained ..in this Declaration. . and in the ..other..Condominium. .Documents.
The Association 11layperform all acts that lllay be . necessary for, or incidental to, the
performance of the obligations and duties imposed on it by this Dec1arationand the
other~ondominiumJ)oCUl1lents.The..powers of the Association shall include, but are
not limited to, the following':
(a) The power to establish, fix, and levy assessments . against the Owners in
accordance with the pro.ceduresandsubject to the limitations set forth in the Bylaws.
~b) The power to adopt reasonable operating rules governing the use of the
Common Elements and any facilities located on the Common Elements, ,as well as the
use of any other Association property.
(c) The right to institute and maintain actions for damages or to restrain any
actual or threatened breach of any of the provisions of the Condominium Documents or
rules and regulations of the Association either in Its own name, on its own behalf, or on
behalf of . anyconseFltingOwner.
(d) . The right to discipline members for violation of any .of the provisions of
the Condominium Documents .or . rules and regulations of the Association by suspension
of the violator's votingrights or privileges for use of the. COIl1IIlon Elements, or by
impositiQnofmonetarypenalties,. subject ..tothefollowing limitations:
(i) The accused member must be given an opportunity to be heard
with respect to the alleged violation.
(ii) Any . suspension of .. . privileges or ..... imposition of monetary.. penal ties
shall be . reasonably related to the member's violation.
(e) The<power to delegate its authority, duties, and responsibilities, through
the Board of Directors, to such committees, officers, or employees as are permitted to
be retained under the Condominium Documents.
(Q . The right, through its agents or employeeS, to enter any . Unit when
necessary in connection with any maintenance, lands.caping, or constmction for which the
Association is responsible. Such entry shall be made with as little inconvenience to the
Owner as is . practicable and any>damage<causedbythe . entrance shall be . repaired by the
Association at its .Qwnexpe,nse.
COlldol1tiniul11. Declaration
Page 4
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5.6 Duties. oftbe.Association. .. In.. addition .to the.. duties delegated to the
Association or. its .agents.andeJl1ployees . elsewhere ...in these Condominium Documents,
the Association shall be responsible for the following:
(8.) . Operati()I1.an.d~.telianeeof the Common Elements and the facilities
located on the Gomm()n~letnents. This'dn!yshall include~ but shall not 'he limited to,
painting, maintenance, .repair, and. landscaping of the. Common Elements and of the
fumishingsandequipmentfor theCommoJ1 Elements as the Directors shall <determine
are necessary and proper.
(b) Acquisiti.on(>f.and..paytnent . from the. maintenance fund . for . the. following:
(i) \\tater, sewer,garbage,.electrical, telephone, gas, elevator, and other
necessary utility service for the Common Elements.
(ii) .A . policy .or. pOlicies of . fire insurance with extended coverage
endorsement for the full insurable replacement value of .the Common Elements or such
other fire.andcasualtyinsuranceas the Directors shall determine gi",es.. substantially..
equal or greater protection to the Owners and their mortgagees, as . their respective
interests may appear .
(Hi) ... A policy . of . general liability insurance. on the Common Elements
with limits. of liability under such. insurance.. not . less than $100,000.for anyone person
injured, $300,000 for any one accident, $50,000 for property damage,. and a $5,000,000
umbrella policy. The . limits . and . coverage . shall be reviewed .atleastannuallyby the
Directors and increased in its discretion. The policy or policies shall be issued on a
comprehensive . liability basis and shall provide cross-liability . endorsement .. in . which the
rights of named insured . under the policy. ()rpolicies shall not he prejudiced as respects
his, her, or .... their . action .a.gainst . another named .insured.
(iv) Workers' compensation insurance to the extent necessary to comply
with any applicable laws.
(v) The services ..of personnelthat..theDirectors shall...determine to be
necessary or proper for the operation of the Common Elements.
(vi) Legal and accounting . services necessary or proper for the. operation
of the Common Elements or the ..enforcementofthis Declaration.
(c) Preparationanddistribution,ona regular basis, of financial statements to
the . members in accordance with the following:
(i) .. . A pro forma operating. stateIllent (budget). for each . fiscal. year shall
be distributed not less than thirty (30) days after the close of the fiscal year.
CondOl1tiniul11, .Declaration
Page 5
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(ii) ~ A balance sheet as of the . last day of the Association's fiscal year
and an operating sta.tementforthe fiscal year shall be distribut edwithinthirty (30) days
after the close of the fiscal year.
(d).. MaintetmnceQI the foUowingbooksand.records, suCh books and. records
to be ~kept in accordance with . generally accepted . accounting procedures:. .
(i) Financial records with a detailed account of the receipts and
expenditures affecting the Condominium Project and its administration and specifying
the. maintenance and . regular expenses .of the ..Col11ffion..Elements and any other expenses
incurred by or on behalf of the (Jondomimum . Project.
(ii) Minutes of proceedings of members, Board of Directors, and
committees .havin.g . any . authority of the . Bo.ardof Directors.
(iii) Record of the names and addresses of all members with voting
rights.
5.7 Board..of.Directors..Theaffairsofthe . Association shall be managed and
i tsdutiesandobligations.performedby an elected Board of Directors. Provisions
regulating. the number, term, qualifications,. manner. of. election,. and conduct of . meetings
of . the members of . the Board of Directors shall be set forth . in the Bylaws of the
Association. .
5 .8 Powers and Dl.ltiesofthe Board of Directors. . The Directors' spowersand
duties shall include, but shall not be limited. to, the following:
(a) Enforcement of the . applicable. . Pfovisionsof ... this Declaration, the. Articles,
Bylaws,.. and ..any .. rules of the. . Association.
(b) Payment of taxes and assessments that. are or. could .become a.. lien on the
Common Elements ora. portion ,of the Common Elements.
(c) Contracting for casualty, liability, and other insurance on behalf of the
Association.
(d) Contracting for goods and. services for the Common. Elements, facilities,
and interests of the Association.
(e) Delegation of its powers to'suchcomrnittees,officers,oremployeesof the
Association as ..are . expressly authorized by the Condominium Documents.
-- (f) Preparation of budgets <and financial statements for the Association as
prescribed in theCondominiumDocuments~
(g) Formulation of rulesofoperatio.n for the Common Elements and facilities
owned or. controlled by... the Association.
Condo111inium . Declaration
Page 6
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(h) Initiation and .. . execution . .of . disciplinary . proceedings against members for
violations of provisions of the Condominium Documents in accordance with procedures
set forth in the Condominium. Documents.
(i) Authorizing the entry..of any Unit. as. necessary in . connection with
construction, maintenance, or emergency repair. for the benefit . of the Common Element
or the Owners .in.theaggregate.
5.9 . LimitatioDsonPowers of Board of Directors. . Notwithstanding . the powers
set forth in.Section 5.8Qf tl1isl)eclaratiol1,the Directors shall be . prohibited~om taking
any of thefollowillgactiol1Sexeeptwiththeapprovalorarnajorityof the voting power
of the Association residing in the members:
(a) Enteringint(} (i) a contract with a third person under which the third
person will. furnish . goods or . s.ervices for a. term longer than. one year; (ii) a cOJ;ltract . with
a public utility if the rates charged are regulated by the Public UtilitiesCopunission,
provided that the term shall.. not exceed . the shortest. term for which the . Htility will
contract at the regulated rate;or(iii)prepaidcasualtyand/or liability insura.p.ce of not
more than two (2) years duration, provided that the policy provides for!:: short-rate
cancellation by the insured.
(b) Incurring aggregate expenditures for capital.. improvements to the. Common
Elements in any. fis~al. year. in ..excess... of.... ten percent (10%) of the budgeted gross
expellsesof the Associationfo( that fiscal year.
(c) Selling during any fiscal year property of . the Association having an
aggregate fair market value in 'excess often percent (lO%) of the budgeted gross
expenses of the Association for . that.. fiscal 'year .
(d) Paying compensation to Directors or to officers of the Association for
services. rendered ..inthe . conduct of . the Association's. business provided, however, that
the Directors may cause a ])irectoror officer tobe'reimbursed for expenses incurreif in
carrying out the business of the Association.
6. ASSESSMENTS.
6~1 Covenant to Pay. The Declarant ,covenants and agrees for each Unit
owned by it in theCondominium>Project,andeachOwnerbyacceptance of the deed to
such Owner's U nit is deemed to covenant and agree, to pay to the Association the
regular and special assessments levied pursuant to. the provision of this Declaration. All
moneys collected shall.. be/put intoa.mainteIlance fund to be used to defray expenses
attributable to the ownership, operation, and maintenance . of. common interest by the
Association. TheO\Vnermay not waive, Of> otherwise . escape .Jiability for these
assessments bynonuseofth.eCo'mmon Elements or by abandonment of the Owner's
Unit.
Condo111iniuln Declaration
Page?
I) J. I q I ~ I PC}. ~l
6.2.. . Re~larAssessments. .. Regular assessments shall be made in accordance
with the following~. Within thirty (30) days prior to the beginning ofeacb calendar year~
the Directorsshallestimatethenet.charges to be paid during that year, including' a
reasonable provision for contingencies and replacements with adjustments made for any
expected incomeand$ufPlus .fromtbe.pnoriYear's ..fund. . This estimated cas4
requirement.. shall be. .assessed toeacn. ...owuer accordillg.. to tbe. .OWIler's ownership
interest. in the. Property...subject to assessment. .. Each Owner is. .obligated to. pay
assessments. to th'e .Direclors .inequal.ll1onthly. installments . on or before the first . day of
each month.
6.3 . Special~sessIllents.. Spe~ial... asseSsments .shaU be made in accordance
with the followin:g. ..1{. the DiI'ectors . determine that t.heamount to be. co~eCted from
regularassessmentswillbeinadequ.ate to defray the common expenses for the year due
to . the cost .. . of. . any . . .construction,llnexpected repairs,. replacements.. . of . . capital
improvements on the CQmmon Rlements,or.forany other reason, it.shallm~kea special
assessment. for the additional amount .need.ed.Suchspecialassessmentsshallbe levied
and collected ... in thesameII1anneras regular assessments.
6.4 Limi tationsonAssessments.TheDirectors may not, without the.approval
ofamajorityof the voting power of the.Association, impose a regular annual assessment
per Unit that is more than fifteen percent (15%) greater than the regular annual
assessment for thepre<:edingyear,nor levy special assessments that in t?e aggregate
exceed ... twenty percent . (20%)>ofthe budgeted.. gross expenses. of the Association for that
year. These limitations shall uotapply to a special assessment levied agaiqst an OWIler
to reimburse the Association for funds expended in order to bring the; Owner into
compliance with the provisions of the Association's Condominium Documents.
6.5 COlilmencementofAssessments. Regular assessments shall commence on
the. date.. that . this Declaration is. filed of record.
6.6 .. Delinquent ~sessments. . All regular assessments shall be due and
payable .on the first (1st) day of each . month and all special . assessments shall be due
on the date determined. by the Directors. Interest shall commence to accrue at the
highest legal rate on all. assessments on the due date.
6.7 Liabilityfor.Assessrnents.Eachmonthlyportion ofa regular assessment
and each special . assessment shall be. .aseparate,distinct,andpersonal debt and
obligation of the Owner against whom. the assessments. are. assessed. The amount. of any
assessment. notpaidwh:endl.leshaIL be deemed to be delinquent.
6.8 . Payment of. Assessments . .0nCouveyance . of Unit.. On the sale or
conveyance ofaUnit,alluIlpaidassessmentsagainstanOwnerfortheOwner's share in
the-expenses to which Sections 6.2 and (j.3 . ()fthis Dedaration refer .shaU first be paid
out of the sale price of by the purchaser in preference over any other assessments or
charges of whatever nature,. except the following:
Cond0111iniu111..DeclarationPage 8
uJ. }q 1>/ PI' 5~
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(a) Ass~sments, liens, andcbarges in. favor of the State of Texas and any
political subdivision of the State of Texas for taxes past due and unpaid on
the Unit; and.
(b) Amounts "due under mortgage instruments duly recorded..
6.9 Lien and Foreclosure . for ...Delinquent .Assessments. . The Association . shall
have alien on . each Unit. for any delinquent assessments attributable to that Unit. The
Association is authorized to enforce the lien through:nonjudicialforeclosurepursuant to
PmpertyCode Sectit>11.$1.002. .'fhe()~el"s expressly grant .to the Directors a .power of
sale, through a trustee designated in writing by the Directors, in connection with any
suchlierts.
7. COMMON ELEMENTS. Tbe..Common . Elements pertaining .to the' Units
include the. following:
7 .1 Fe.e.Thefeesimple interest.of the Declarant in and to the Premises and
in the improvements thereon not part of the Units.
7.2 Landscape. The landscaped and/or sodded areas on the Premises.
7.3 Maintenance Areas. The rooms and facilities, if any, used by janitors or
other persons in charge of maintenance, cleaning and repair of the Condominium
Project.
7.4 Central Bervices. . .The utility >service lines outside of the Unit, including
but not limited to all electrical, water, sewer, telephone, cable television, and other
public....utilities.
7.5 Access Areas. All area designated as Common Area on the Plat attached
hereto as Exhibit "Bft.
=-
7.6 Common Use. All other devices or installations existing for the common
use of the Owners and all other elements of the Buildings desirable or rationally of
common use or necessary to the existence, upkeep and safety of the Condominium
Project.
8.
8.1 The Units. ) Each Unit shall consist of the following portions of the
Buildings:
8.1.1 the exterior surface of. each. perimeter wall; the . exterior . surface of. aU glass
or glass subsritute.>of. all windows in the .. perimeter walls; . and the exterior . surface
of . the terrace . surrounding each Building, including the exterior of. any posts,
columns, poles, railings, curbs, flanges, borders,wallsor>otherobject set.. around
Cond0111illiu111 Declaration
Page 9
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such terrates on the edge of the concrete foundation slab 'of each Building, and
the exterior surface of such slab;
8.1.2 the air space enclosed within the area described and delimited in ..Section
8.l.lhereof;
8.1.3 aUplurnbing, beating, ven.tilating, air-conditioning, lighting, electrical and
other . fixtures . and equipment located . wholly or partly within such air space
and/or the Building.
8.2 Percentage Interests. In the Condominium ProJect, the Units and their
respective Buildings <are identified by Unit designation as set forth below. The
approxitnatesquaref()otag~in. .eacbUni.tand tbePercentageInterest in the ownership
of ...theCondomirnum...Project:and....the....,COrnmon .Elemen.ts .appurtenant to each Unit
designated. areas. follows:
Building
and Unit
Approximate
Square Footage
Percentage
. 'Interest
TOTAL:
2,748
2,744
1,908
1,756 '
2_480
11,636
23.62
23.58
16.40
15.09
21.31
100.00
A
B
C
D
E
The Percentage Interest .ofownership.. set.. forth above shall determine the ..proportionate
share of . each .Ownerofa.Umt in the proceeds and expenses of the administration of the
Condominium ProJect and, except as otherwise provided in the Condominium Bylaws
and the Corporate Bylaws of Village Square Office Park Owners Association, the vote
such Owner shall have at m~-etingsof the Association.
8.3 Areas. In. determining. dimensions and area, each enclosed space in a Unit
shall... be measured from the exterior surfaceii. of . the perimeter walls. Each and . every
purchaser of aU nit, for such Owner and for each of his heirs, legal. representatives,
executors, administrators, grantees, mortgagees, assigns, and successors, hereby expressly
stipulates and agrees that the square footage, sizeanddimensionsof~ach Unit as set
outandsl1own in this Dec1aration or in:th~Plat are >approxiIl1ate and are shown for
descriptiv~puwosesonly,andthat theL1~clarant does not warrant, represent, covenant
orguaraJ).tee that any Unit actually con~(J.im; the. area, square footage or dimem;ions
shownby~hePlat thereof.. . Eachpurc~f1jSfr and. Owner of a. Unit or interest th~rein
acki1owl~dgesan(1 (igreesthat such Ow~e~~as had fuU opportunity and isundeta duty
to inspect and examine the {]nit purch~~fi>.by.himprior to thepurchasethereof~ and
agrees> that the B nit is purchased as actl.l~~~ .andpbysically existing. Eacb purcbaser of
a unit hereby expressly waives for sU~h,()\Vnerandhisheir~, l~gal. representatives,
executors, administrators, grantees, mortg;agees,assigns and. successors each. and every
COil d0l11in iUln Declaratioll .
Page 10
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claim, cause of attion .or demand (if any) which such Owner has or may have against the
Declaran.tonaccountof any difference, shortage or discrepan(;y between the Unit as
actuallyal)dphysicallyexistingand as it is shown on the Plat thereof.
8.4 Boundaries. .. It .is specifically . agreed by. each Owner that. in interpretin~
deeds, mortgages, deeds of trust and other instruments for any purpose whatsoever or in
connection with anY1Uatterrelating to the Condominium Projector any Unit or any part
of the Condominium Projector any Unit, the existing. physical boundaries of the Units
or of any Units reoonstmctedinsubstantialaccordancewith the.original.plans thereof
shallbeconclusivelypl!~sutned . tob~ the. boundaries . regardless of .. settling, . rising, ar
lateralmovementof~eJ3uildingsandregardless afvarlances . between the Units or. the
boundaries shown on. th.e>Platand those. of the . Buildings .orany Unit.
9.COVENAN]'S<iOF..OWNERS.. .lEaqhOwner, by acquiring and accepting
ownership ofaUnit, agrees on behalfof the. Owner and the Owner's successors, heirs,
legal representatives,executors,admin..istrators, . grantees, . mortgagees, successors and
'assigns, to the following covenants and agreements of this Section 9 (in addition to the
other covenants and agreements of the Owner applicable to the Unit ownershi~ of or to
his Unit made in this Declaration, the other Condominium Documents or other
agreements and .. instruments):
9.1 Use of Units. .... ..EachUnitshall . be used and occupied only as. office space.
Each Unit and' all Common Elements shall be used in accordance with and subject .to
the terms, provisions and conditio.ns of Declaration and the other Condominium
Documents.
9.2 S.ettling Boundaries. In the event any portion ofa Unit or a Common
Element. cnangesl;)oundariesap.dthereby encroachesuponanotherU nit or the. Common
Elements due to thesbifting, settling OJ'. Uloving of the. Building or any portion thereof,
such. changed boundaries shall be deemed to constitute the boundaries of _the Unit or
Units . and theCom'monElements so affected in accordance with Section. 9 of the Act.
9.3 Administrationiand ...CorttrollingDocuments. .. The administration of. the
Condominium ProJect shall be in accordance with the provisions of this Declaration and
the other Condominium Do~uments;aJ.Id . each Owner of a Unit shall comply, and any
Occupant of aUnitshallcOll1plyand . shalL be caused by the Owner .tocomply, with this
Declaration and the other Condominium Documents.
9.4 PriorityoLPaymentforAssessments. Taxes. and Liens. Upon the sale,
transfer or conveyance of aU nit by an<Qwner, all unpaid assessments levied. by the
Association in accordance with the Condominium Bylaws, whether or not reduced to
judgment (and if reduced to jud~ment theaIIlount of such judgment including attorney's
fees, interest and costs as provided therein), sball be first paid out of the. sales price or
by the purchaser in preference over any ather assessments or charges of whatever
nature, except for priorpaymentof{l) assessments, liens. and charges in favor of the
United States of America, the State of Texas or any political subdivisionthereof for
taxes past due and unpaid on the Unit,and(2) amounts due under any deed of trustor
Cond0111iniuI11 Declaration
Page 11
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It J..
mortgage instrum~nts duly recQrdedcovenllgthe Unit securing the payment of monies
advanced and. llsedfor.thepurpose .of.purchasing .and/a{ improving sllch Unit.
9.5 Utilities. All Owners shall purchase electricity, gas, water ,andother
utili ties (hereinafter . called tlutilities") directly from the. various. utilities. All Owners shall"
pay. their respective utilityconnecti.on!tap,fee . and .. .all.deposits . associated therewith.
9.6. . Owner's . Costs ..ofMaintenance. . After his purchase of his Unit, each
Owner shall bear . all costs . (bothin.side ...andoutside.of . theB'uilding)of . the: installation,
operation, maintenance,fepair,teplac~lllent3.f1dremoval of his Unit3.f1d all items. in or
of his . Unit including but not JimitedtotheHVA.Csystem in his Unit, 'and all utilities
located inside the building. The Unit owner shall be responsible forallfInaintenance
and repair .of.his . Unit.
9.7. Janitorial Service Costs. Each Owner shall be responsible for and shall
bear the cost of the interior and exterior housekeeping and janitorial service far his
Unit;... provided, however, if such service. is provided through the ..Association, the cost
therefor s.hallbe .anexpenseofadministrationof the Condominium Project.
9.8 Exterior Surfaces. No <Owner shall make any change in the exterior
surface (including the glass in the perimeter walls) .ofany.. perimeter wall of his or any
other Unitwithou tprocuringthepriorwrittenconsentof the Association.
9.9 Changes in Unit. .NoOwnershallmakeany structural modifications or
alterations to his Unit, or any General.. Common Elements, without the prior written
approvaFof the plans . and specifications therefor by the Association.. All improvements
constructed in a. Unit shall beincOlnpliance . with. applicable. laws and the. Owner
constructinganyimprovem.ents .inhis Ullitshall obtain at hisCQst all necessary permits
and licenses required incQnnection withtheiconstmctionofimprovements in his Unit or
any modifications or alterations in or to~isUnit. Neither Declarant nor the_Association
sh~llapproveanyalterations,decorations, improvements, installations or modifications
which wouhl. jeopardize.. or. impair the soundness, integrity Or appearance of the
COndQffiiniumProJect. lnconnectianwiththeapprovalordisapproval of, or failure to-
approve, any plans and specifications for improvements or modifications to a Unit under
this Declaration, neither Declarant no~ the.Association (or. any director, officer or
employee of Declarant or theAssoc~atio~)sl1allhave any liability or responsibility to the
Own~r or a~y third party. for tbesufficiellCf, accuracy or. completeness. of such plans and
spedficatio~ as submitted or as mqdifiy<lbyQwner<or for any other matters pertaining
to such plans and. specifications.(lnce~pproved by Declarant or the Association, such
plan~ and sl'ecifications shall not bealte~ed .or.. modified by the Owner without the prior
written approval. of Declarant or the Ass6ciation.
.. 9.10 Cost .ofComrnon Element ,Maintenance. .. The cost of maintenance, repair
and. replacement of the .CpmmonElements shall. be anexpe.nseofadministratio.nof .the
Condominium Project to be assessed inalccordance.with the Condominium Bylaws.
COlldontiniul1z.Declaratioll
Page 12
uJ. ,9 15" I~' 3~
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9.11 . RairtRetentionAreas.. Each and. every .OWIler shall cause the Association
to. maintaill, repair .lU'fdreplace . all. fain . retention . areas . and pOlldson the Property
existing at the time original construction is completed, whether such areas and ponds are
in paved or landscapedareas,>as is > required tOlIlaintain their original standards of
performance regat~ing$tQrtn:drainagerequired'bytheCitY>of College Station, Texas;"
and such costs. shall be.an....expense..of....theCondominiumProject .assessed .pursuant to
Section 9 .11 hereof.
to. EASEMENTS AND...RESTRICTIONS.
10.1 '. Easements ForO\\1I1ersandlor Association to Repair. Each Owner and
the Association shall have thefoll.owillg 'easeme~nts to, through and over the Common
Elements to theextentneoessaryforlheA$sociationandeachOwner's operation,
maintenance, repair and replacement of any Unit and the Common Elements:
10.1.1 To install, operate, repair, maintain, remove and replace any
plumbing, . heating, cooling, ventilating, . . .. electrical, telephone, lighting or
other fixture or equipment which is a parr of hisU nit.
10.2 Appearance ..and . Structural .. Integrity. Any actions by an Owner or any
tenant or occupant ofa.Unit involvin~theinstallation of any improvement or fixture to
any. . bearing.. columns, . perimeter . wall~or Common Elements. or involving directly or
indirectly the. appearance or structu~~l' integrity< of the . Buildings, the Condominium
Project or any Unit shall be subject to the prior written. approval of. Declarant until the
Association.
10.3.. . Signs. All signs or other advertising devices shall not be displayed by any
Qwnerofany tena.nto~occuPa.ntofa~ylJnit~hichare visible from the exterior of any
Unit, on the exterior ofany:I..1nitor<on any <Common Elements, including . 1fforsale "or
ttforlease" signs, except in conformity with the rules and regulations . (if. any) . promulgated
by . the Association or in the absence <)fsuchrulesorregulations with the prior express
written consent.. of the..A.ssociation.
10.4 Prohibited. Subject. to the prOVISIons contained in this Declaration, no
Owner shall use such Owner's Unit or the Common Elements in any manner
inconsistentwithihepurpose<oftheCondominiumProject,orthe purpose of any of the
Buildings to befirst-dass.officebuildings, or in any manner so as to interfere with or
impair the rights of theAssociationinoper~ting, maintaining, administering and
managing the Condominium Projector any other Owner in the use and enjoyment of
such <Owner's Unit or .. the Common Elements.
10.5 Utility Installation.. Public. utilities (or.. private companies) furnishing
services. to the CondominiumPrqject, Building, or any Unit shall have access to the
Common Elements and each Unit as may be necessary or desirable for the ,installation,
operation, repair or. fllaintenance of such . services, and any costs. incurred in opening. and
repairing any wall of the. Condominium Project to install, repair or maintain such
Con dOI1 liniu 111, Declaratioll Page 13
lJJ. jCJ/.5" / ~ · 57
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services(except~otherwise .providedherein) shall be an expense of the owner of such
building or urnt.
10.6 Nonexclusive . Easements.. Each.. Owner. shall have .a. nonexclusive . easement
for the use andenj9ytllentoftheCotnl11()nElements for ingress, egress, and. support
over and thrQughthe ,Common Ble me nts. These.easementsshallbeappurtenant to and
shall.. pass with the title to each ..Unitand shall be . subordinate to the exclusive easements
granted elsewhere in this Declaration, as wen as to any rights reserved to the
Association to Fegulatetime and manner of use, tochargereasonab~eadmission fees,
and to perform . its obligations ..under. this . Declaration..
10.7 Other Easements. The Association may grant to third parties easements
in, on, and . ()ver .theCbmmonElements. for the ..purpose .ofconstructing, installing, or
maintaining necessary utili ties 'and services. Each Owner, in accepting the owner' s deed
to the Unit, expressly consents to . such easements. No such easement may be granted,
however, if. it would. interfere. with any ...exclusive easement or .with. any ..Owner's use,
occupancy, or enJoyment of the Owner's Unit.
lO.8.Easementsfor . Maintenance of Encroachments. None of the rights and
obligations of the Owners created in this Declaration or by the deeds granting the Units
shall be altered in anyway be encroachments due to settlement or shifting of structures
or . any other cause. There shall be valid. easements for . the maintenance ..of such
encroachments 'so . long as . they shan exist;.. provided, however, that in no event shall a
valideasernent.for an encroach~ent.. be. created ..in fav()rof any Owner if .the
encroachment occurred due to. the willful conduct .ofthe. Owner.
10.9 Permanent.Easements forRepair....The.Associationand Owners shall have
the irrevocable right to have access thro1.1gh,overandaroundeach .of the Units as may
be .reasonablynecessary...for .the.iJlstallation, . maintenance, .operation, .replacement.'and
repair of the Common Element . and the other Units and as maybe necessary,
appropriate or >advisable for the enjoyment, ownership, operation, maintenance and
installationofimprovementswhollyor>pa~tl1with~n the Units. ..~ .
11. SUBDIVISION. OF UNITS. BY.. DECLARANT. ...Notwithstanding anything in this
Declaration to the contrary,. Declarant reserves the right from time to time to subdivide
any Unit owned by Declarant; proyided su.ch subdivision shall not alter the Percentage
Interests allocated. to the. Units o\VJ:}edby other Owners .or the total of all Percentage
Interests in the Condominium Project; and provided further the Owners of. any such
subdivided Units shall be counted in the determination of the number of Owners under
any provisions of the Condominium Bylaws. . Any Units subdivided .by . Declarant may be
realigned and combined from time to time. The subdivision, realignment or
combination of any Units. owned by DeclarantshaUbe reflected. in an amendment to
this--Declarationexecuted by Declarant ..only.andrecorded. in . the . Condominium Records
of Brazos County, Texas. '
Cond0111iniul11. Declaration Page 14
OJ. /71::;- { Pry · 5 r
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12. RIGHTS~OF BENEFICIARIES UNDER . DEEDS . OF' TRUST. Declarant
warrants that. beneficiaries .llnder.deedsoftrust toUllits.in.the .Condominium Project
shall be entitled to the following rights andgu'aranties:
(a) Should~nyof the Condominium Documents provide for a"right of first
refusal:' such right shall not impair the rights of a beneficiary under a first. lien deed of
trust to:
(i) Exercise the power of sale, foreclose, or take title to a Unit
pursuant, to the . remedies provided in the. deed.. of trust;
(ii) Acceptadeedorassigmnentinlieuof sale or foreclosure in the
event of default by agrantor;and/or
(iii) Interfere with a..subsequentsale .or lease .of...a....Unit. .so . acquired by
the · beneficiary .
(b) A beneficiary under .a.first.lien deed oftrostis entitled,. .on request, to
wri tten notification from the Association of any default in the performance by the
grantor of any obligation under the Condominium Documents that is not cured within
sixty (60) days.
(c) Any b,eneficiary under a first deed of trust who obtains title to a Unit
pursuant to the remedie$providedin the deed of trust will not be liable for such unit's
unpaid assessments that accrue prior to the acquisition of title to the unit by the
beneficiary.
(d) Unl~ssatleasttwo thirds (2/3) of the beneficiaries under first deeds of
trust .'. (b.a5'ed6n0nevote for ,each ... first deed of . trust owned) '.or . .. Owners other than
Declarant · give their prior. written approval, the. Association shall. not be . entitled to:
.(i) By actor omission, seek to abandon or terminate the Condominium
Project.
(ii) Change the pro rata interest or obligations of any individual Unit
for the purpose of:
(A) Levying assessments or charges.
(B) Allocating distributions of hazard Insurance proceeds or
condemnation awards.
((J) .. .. Determining the pro rata share or ownership of each Unit in
the. Common Elements> and in the.improvements in the. Common Elements.,
(iii) Partition or subdivide any Unit.
COnd0J11illiunl.. Declaration
Page 15
OJ. /9/5, P7- s1
(iv) .~~ By . act or omission, . seek .. to abandon, partition, . subdivide, encumber,
sell, or transfer the Common Elements. The granting . ()feasements for utilities or for
other .public PUIp 0 ses consistent.. with . the intended . use .of .. the Common Elements shall
not. be deemed a transfer.'within...the . meaning of this.. clause.
(v) Incase of 10sstoaUnitand/orCommonElements of .the
'Condominium ProJect, use hazard insurance proceeds for Josses to any Condominium
Project property (whether to Units or to theConnnonElements) for other than the
repair, replacement, or reconstruction of such property, except as provided by statute.
(e) ... . J\lltaxes,~es~men~,at1dcharges that may become liens prior to the first
mortgage under local law shallreJ,atte only l()the individual lJnitsand not to the
Condominium Project as a whole.
(f) .. NoprovisioIlofthe~ot1<iominiuml)ocuments of the Association gives any
Owner, or any other party, priorityov~ranyrightsof a beneficiary under a first deed of
tfust toa Unit pursuant toitsdeed<oftru.stin the caseofadistriblltion tosllchOwner
of .insurance...proceedsQr.condemnationawardsfo[ . losses ..to .or taking .of..Units.. and/or
the Common Elements .orportions tof the . Common Elements.
(g) Associationassessmentsishallbe largeenollgh to provide for an adequate
reserve. fund. for maintenance, repairs, I: and replacement of those. Common Elements that
must bereplacedonaperiodicbasi~. The reserve fund will be funded through the
regular m.onthlyassessments rather: th~nby special assessments.
12.2 Effect .. ofAmendments.:N o amendment to this Declaration. shall. affect the
rights of a mortgagee underanymorlgageupon any Unit which is made in good faith
and for value, provided any such mor~gage ... is recorded . prior to,.. the recordation of such
amendment,umesssuchmortgageteSDflleitl1erjQin in the execution of such amendment
or shall approve. such amendment ,in triting . or unless such amendment. is binding upon
such mortgage under other provisions~f this Declaration or the Condominium Bylaws.
12.3 Breach and .. SuperioriW,bfDeclaration. No breach by an Owner of any
provision. of tbisDeclaration or thelother Condominium Documents shall impair or
invalidate any lien of any duly r7co~~ed .rnortgage made in good faith and for value
encumbering one .ormoreUnits;proyided, ..however,thatall the covenants, conditions,
restrictions, .1imitatioflS, reservatiqns, ,Ii grants . of easements, rights,rights..of-way, liens,
charges. and equitable servitudesc~nt~~ned inthis Declaration shall be binding upon and
effective against any person who afqu~festitle to any Unit or to any interest in any Unit
by way of foreclosure, or otherwise, . rexceptas otherwise expressly provided for herein.
Any mortgage upon . any Unit (or~nt9~est therein) in the Condominium Project and the
mortgagee's rights thereunder shalL !~e subject .to the matters affecting title to the
Premises. and .the. Property of..refor~prior to the recordation of the mortgage, this
Declaration.. and. the other Condpmi~ium. Documents, in, the event. the .mortgage is
recorded prior to .the recordationd[ this Declaration . and the other Condominium
Documents.
COnd0l11illiuI11Declaratioll
Page.J6
OJ. I '}I G { Pi · t./ 0
6 -( \,
13. DAMAGg~ORDESTRUCTION.
The owner . of tbe. Haitand/or Building shall be responsible for insuring the
Buildingand,lor Unit against fire andotbercasualties. The owner, at their sole cost and
expense, shall be responsible for .aU repairs and replacements to the Unit and,lor"
Building.
14. CONDOMINIUM.....REGIME.
14.1 Percentage Interest. The Percentage . Interest (and pro rata interests or
obligalionsresuldngtherefrom)originaHyassigned to or the dimensions of any Unit
sbalInol be (or5ou.gbl tQbelebangedforanypurposes,specifieallyincluding but not
limited to, the .purposes of . levying assessments or charges or allocating the distribution
of hazard insurance proceeds or condemnation awards or determining the pro rata share
of ownership of the Common Elements.
14.2 Partition and Encu-mbranceofCommonElements. The Units .shall not be
(or sought to be) partitioned or subdivided except as otherwise specifically provided in
this Declaration. The . Common Elements.. shall not be (or sought to be) abandoned,
partitioned, sUbdivided,encumbered'l sold, or transferred, unless of the Owners and the
mortgagees of at least seventy-five . percent (15%) of the.. Percentage Interests so agree.
14.3 Insurance Proceeds. . ~azard insurance proceeds for losses to any property
comprising apart oftheCondominiumPr()jectshall not be used for any purpose other
than the repair,replacementorr~constmction of such property of the Condominium
Project, except as provided by thr Actin case of substantial loss to the Units or
Common Eleme.nts of the.. Condominium Project.
14.4 Amendments. This Declaratiotllllay .be amended only at a meeting of the
Unit Owners at which the amendment is approved by the holders of at least sixty-seven
percent (67%} of the ownership . int€J{ests in the Condominium . Project.
Anamendmentoftlie Declarationmaynotalteroi--destroy,a Unit, Common
Element, ora Limited Common Element without the consent of the affected Owners
and .the.Owners'firstlien...mortgagees.
Any. amendment snaIl be evidenced..bya. writing, . signed · and acknowledged by. two
Members of the Association. The amendment shall. be effective on filing in the . office of
the county clerk of Brazos County, Texas.
15. COMPLIANCE ... WIm CONDOMINIUM. DOCUMENfS... All. present and
future Owners, tenants, visitors, servants and. Occupants of Units. shall be subject to, and
shall comply. witlI, · theprovisionso~ this Declaration and the . Condominium Bylaws, and
the Articles of .Incorporatio~ the .Corporate... Bylaws and rules.. and .regulations of the
Association, as they may. be ame!ded from time to time, and the other matters or
instruments affecting the title to!the Premises, the Buildings.andthe>Units. The
acceptance of title to a Unit or the; entering .into occupancy ofa Unit shall constitute an
CondOluiniu111 Declaration
Page.]7
u.~. (i IS-, ft. 41
,. t \ ,.
agreement that: '\1) this Declaration andthe Condominium Bylaws, andthe Articles of
Incorporation, the CorporateBylawsand.rules and regulations of the Association, as
they may be. .al11ended. from time. to.. time, .and ... the other matters and instruments
affecting title. to the Premises, the Buildings and the Units are accepted and ratified by
each sucbqwner, tenant, visitof,servan.toroccupant, and all of such provisions shall be
deemed tobeoovenatltsrunning~~thePrQperty to bind any person "having at any
time any interest. or estate .. .in such Unit, ..as though. such provisions . were. cited and
stipulated in each and every deed to any Unit, and (2) violations of this Declaration or
the. Condominium Bylaws, or the1rticles of. Inoorporation,the Corp~rate: Bylaws. or
rulesandregu,latiol1S (}f the ~soci~tion)byany such person shall be deempd to be a
substantial violation ..oftheduties .of theC>wner.
16. SEVERABILITY. In the event that any of the terms, provisions or covenants of
this Condominium Declaration~re held by any court of competent jurisdiction to be
partially or wholly in contravention of or invalid or unenforceable under applicable laws,
such. holding . shall not.. affect, alter, . modify or. impair .in any ...manner..whatsoever.any .of
the other terms, . provisions or . covenants .......hereoforof.the other Condominium
Documents or the remaining portions .ofany terms, provisions or covenants held to be
partially. inyalidor unenforceable. . This Condominium Declaration shall continue in full
force and effect as if such term, provision or covenant had . not been included.
17. NON-WAIVER. No provision. contained.Jn this Declaration or any other
Condominium Document shall be deemed to have been abrogated or wah~ed by reason
of any failure to enforce the same, irrespective of: the number ofviolations:orbreaches
which may occur.
18. INTE'RPRETATIONAND . CONSTRUCTION. The prOVISIons of this
Declarationan.d the. other Condominium Documents shalLbe liberaUyconstrued and
interpreted toeffectuatethe.'purposeQfestablishing ..auniform . plan . . for the creation,
ownership and operation of first-class office buildings and for the maintenance and
administration. of the. Condominium . Project. and for the. . effective . carrying out of the
purposes. of this Declaration.'fi?is. Dec!arationiand the other Copdominium Documents
shall be governed by and construed in accordance with the laws of the State of Texas
(excluding any conflicts of law rule orprinciplewhichmigh t refer such construction to
the laws of another state .orcountry).
19. NO PUBLICRI(jHTpR DEDICATION. Nothing contained in this Declaration
orin the other Condominium Documents shall be deemed to be a gift or dedication,
expressed or implied, of all or any part of the Property or the Condominium Project to
the public, or for any public use. ......Anyexclusiveor.non-exclusive..right of use is a private
right of use pertaining only to the. Condominium Project and the Units and Common
Elements thereof. . Declarant expressly disclaims, and each Owner of a Unit expressly
disclaims upon acquiring any Unit, any intention{lf. granting. to, . dedicating, or otherwise
creating in. the public.. any ..right .or permission to,' public use .('whether expressly or by
implication by virtue of acts or omissions or otherwise) of the Condominium Project, the
Buildings, . the Property or the Premises.
COlldonlilliu111 Declaration Page 18
U~. } ~lgl~. <I~
.! t
20.
20.1 Exhibits. The exhibits attached hereto are by this reference thereto
incorporated in this Declaration for all purposes.
20.2 Administration. The administration of the Condominium Project shall be
governed ..by theCo.ndominiumDocuments as . provided in the .... Condominium Bylaws.
20.3 Headings. The article and section headings, titles, captions, table of
contents,~dtitlep$.ge ..ha~e .b~~n ,inserted in . this ..Declaration.andthe . other
Condominiul11, DOl1Ul1Ilents .forconveni~~ce onl~,andshaIl not be considered or referred
to in resolving questions of interpretation. or co.nstruction.
20.4 Gender and Mumber.. As use.dherein, the singuiarshall include the plural
and. the.... masculine, feminine .andneuter..,shall.mean . the same.
20.5 . .. Binding. . This Declaration, as well. as any amendment.. to this Declaration,
and anyvalidactionordirectivemadepnrsuant to it shall be binding on the Declarant
and the Owners and their heirs, grantees, tenants, . successors, and' assigns.
20.6 Limitations of Liability. The liability of any Owner for performance of any
of the provisions of . this Declaration . shall terminate on ... sale, transfer, assignment, or
other divestment. of the Owner's .entire interest. in the Owner's Unit with respect to
obligatioflS.arising.fromand.after the date of. such .divestment.
20.7 Notices. (a) ..Noticesprovidedfor in this Declaration shall be in writing
and shall bedeell1ed sufficiently given with whendelivered personally at the appropriate
address set {orth inSe~tiop. 21.'7 (b)below of this Declaration, or three (3) days after
deposit. in any.. United, States post . ofijc~ box" postage. prepaid, addressed as set forth in
Section 20.7 (b) below of this Declaration.
(b) Any notice loan Owner required under . this Declaration. shall be addressed
to the Owner at the last address fo~the Owner appearing in the records of the
Association or if there is none,at. the::iddressofthe C()ndominiumProject. Notice to
the Association shall beaddressedtoi the address designated by the Association by
written notice all Owners. Notice to Declarant shall be . addressed to 2748 Longmire
Drive, College . Station,. Texas.. 77840.
EXECUTEDthisl.a. . day of
, 1993.
DECLARAN~/~t/
....~. .. .. ...... .;/"0_.. ~. .......... ............
/ /,/"- 1/ .
R. O. . YR.. LU.... ~_.PNttZ.V .... .. .'/'. ... . '
???~.y$r Vv~ .~
MARY ..~.,LUEPNITZ '.. . .. ~.. ·
COlldOI1 1 i1liU111 Declaratioll
Page 19
tJ d. t'l/Y I Pi · t/.!
. (. I,
TREST ATE OF TEXAS s
9
COUNTY OF BRAZOS ~
BEFORE ME, thel1nd~rsignedauthority, on this. day personally .app.eared ROY
R.LlJEPNITZand ..M.ARYB. .LlJEPNITZ, . known to .....me. .tobe . the . persons whose
names.. are subscribed.tothe...foregoinginstrument,. .an.... .acknowledged to hat they
execu' e same for. the purposes iand . co nsideratio t .erein expressed.
NUNDERMY HAND AN
~,. 1992.
r~~~
J (.i{~~<~~~\ '. .... ;-':" :.; ... .. .0: r;;,;,', ..~
L~~~~i~~;;,:y~~:~::::::J
Condolninium ..Declaratioll
Page 20
lJJ. [7/5" /A. 44
4 { '/ .J
EXHIBIT A
Legal Description .of the Premises
The Premises upon which the Building is located are described as follows:
Being all that certain lot, tractor parcel of land lying and being >situated in Brazos
Courtty, Texas, and being Lots One Hundred Thirteen (113), One Hundred Fourteen
(114), ...One Flun<.lred.. .Fifteen(1~5),..One...liundred .Sixteen (116). and One., Hundred
Seventeen(U'l),Bl~Nine(9),SOUl'HWOOD VALLEY, SECI10N 5-A, an addition
to the City of College Station, Texas, according to plat <recorded in Volume 345, page
341, Deed Records of Brazos County, Texas.
CortdontiniulnVeclaratio1'l
Page 21
va. /1/51.~' 'IS-
"(,
EXHIBITB
Plat .oftbe . Condominium . Project
Attachedheretoisa sUlVeybyGarrettEngineering,describing the Buildings, the
Units and the Common Elements:of Village Square . Office Park. '
COnd0l11iniuln. Declaration
Page 22
U~. 19 I S-1P; .q 4,
" {
BY-LAWS
OF
VILLAGE SQUARE . OFFICE PARK
(A Texas Non-Profit Corporation)
ARTICLE. ONE
NAME
1.1 NAME. The . name of the organization shall be VILlAGE SQUARE
OFFICE PARK,.hereinafter .called.1'Association",.
ARTICLE TWO
PURPO.SEANDOWNEROBLIGATION
2.1 PURPOSE. .. The... purpose. .for . which. this. ..non-profit ...Association,. organized
under the Texas Non-ProfitCorporationAct(the'fActtt), is formed is to enforce those
certain.Restrictive Covenants (the "Restrictions") executed July 13, 1993, filed in the
Officia.l RecordS of Brazos County, Texas, establishing certain reservations, restrictions,
covenants, and easements for that certain tracts of real property in the City of College
Station, Brazos ... County, Texas, known as Village. Square Office Park, according to the
map or plats of said subdivision recorded in the Official Records of Brazos County,
Texas... (the .uPropertytt).
2.2 . OWNER . OBLIGATION. All present or future owners, tenants, or any
other person who might use the facilities of the Propertyin any manner, are subject to
the . re~lationsset forth in these By-Laws. The mere acquisition or rental of any of the
Property or the . mere act of occupancy of anY of . the ..PropertywiU signify that these By-
Laws are accepted, ratified, and will be strictly. followed.
ARTICLE. THREE
OFFICES
3.1 . PRINCIPAL OFFICE. . The principal office of the Association shall be at
2726-274.6 Longmire Drive, . College . Station, Brazos .....County,Texas. 77840.
3.2 OTHER> OFFICES. The Association may also have offices at such other
places both within~ndiWithout the State of Texas as. the Board of Directors may from
time to time determine or the business of the ~sociationmayrequire.
By- Laws 0 f Village Square .01 lice. Park
Page 1
u~. 14j,qlPj..lf1
EXHI B iT .~...,,_C- ....~
Da..g.~ .J ....0'.$.>'1/. p'~"'~r\ ..t
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3.3 REnISTEREDOFFICE. The registered office of the Association shall be
2726-2746 Longmire Drive,. . College Statiollt Brazos County, Texas 77840. The
Association shaUmaintaina registered office in Texas. . However, the registered office
may,. but need ..not,be . identical with the . Association's principal.. office.
3.4 REGISTERED AGENT. The.initialregisteredagent . for the Association
shall be .RoyR.Luepnitz. The Association shall maintain a registered agent in Texas.
ARTICLE....FOUR
DEFINmONS AND TERMS
4.1 MEMBERSHIP. Any person on becoming an Owner of any Unit ("Unit")
of the Property shall automatically become. a Member of this Association and be subject
to these By-Laws. HOWeV6I', theboldersofsecurityinteres~in any Unit as security for
the performance of an obligations ball not be a Member. . .A11 such memberships shall
terminate. without . any formal Association action whenever such. person ceases to own
any Unit of . thePro{Jetty.. ..Such.. ternlination shall not relieve or release any . such former
Owner from aIly.liability or (}bligatjonincurred under or in any way connected with
VILLAGE SQUARE ()FFICEPARK during the period of such ownership and
membership . in this Associatiollt or impair any rights or remedies which the Board of
Directors of the Association or others may . have against such former Owner and
Member arising out of or iuanywayconnected with such ownership and membership
and.the .covena.nts.andobliga~ol1S ..incidentthereto. No certificat~s. of stock. shall.. be
issued by theA.ssociatiollt but the Board of Directors, if it so electS, may issue one (1)
Membership card per Unit to the Own.er(s)of any Unit. of the Property. Such
Memb~rsl1ipCardshall be~urrendered to the Secretary whenever ownership of the Unit
designated thereon is . terminated.
4.2 VOTING RIGHTS. The Association shall have one (1) class of voting
membership. All members shall be . entitled to one (1) vote for each Unit in which they
hold the interestsref.J.uiredfor)M~mbership. ...Whenmore than one (1} persoll.l!olds such
interest or interests in . any Unit . all such. persons shall be . members, and the vote for such
UnitshaU be exercised as they among themselves determine, but in no event shall more
than one (1) vote be cast . with respect . toanysuc~ . Unit.
4.3MAIORITYOF UNIT OWJSIERS. As used in these By..Laws, the term
"Majority of Unit OWners" shall mean .thoseawnerswith fifty-one percent (51%) of the
votes entitled ..tobe cast.
4.4 OUORUM.Except.asotherwiseprovided in ..these" By-Laws, the presence
in person or by proxy of a "Majoriiy of Unit Owners" as defined in Section 4.3 of this
Article.shall. . constitute a.. quorum.
4.5 .. PROXIES. Votes may beca.stin>person or by proxy. Proxies must be
filed with the <Secretary before the appointed time of each meeting.
By-Laws of Village Square Office Park
Page 2
/JJ. fCf 15' I
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ARTICLE FIVE
ADMINISTRATION
5.1 ASSOCIATION RESPONSIBILITIES. The Owners of the Units will
constitutethe.Association of Unit()wners,hereinaftel' referred to as" Association", who
will have the responsibility. of administering the Property through a Board of Directors.
5.2 PLACE OF MEETINGS. All annual and special meetings of the
.Association shall beheld at.. the principal.office of the Association orats.uch other
suitable and conveni~ntplaceasmaYbepel"It)itted by law and from time to time fixed
by the Board and.desigt.tated in the noticesrifsuchmeetings.
5.3 ANNUAL MEETINGS. Annual meetings shall be held . the third (3rd)
Friday of . January ..each year or at another time that. the Board of Directors designates.
5.4 SPECIAL MEETINGS. It shall be.. the duty of the President to call a
special meeting of the Owners as directed by resolution of the. Board.:?f 'I)u-ectors or
upon a petition signed by at least. one tenth (1/10) of the Owners and~re~rn~ed to the
Secretary. The notice of any specialmeefing. shall state the time a~~Hl~~eof such
meeting and the purpose thereof. .No business shall be transacted at a!.~py~~~l meeting
except as stated in the notice unless by consent of four-fifths (4/5ths).oftlle Owners
present, either "in person or by proxy.
5.5 . NOTICE OF MEETINGS. . The Secretary shall mail written or printed
notices of . annual. and special meetings. to . each Member of the .Associatio~ directed to
his last known address, as shown on the records of the .Associatio~ by certified or
uncertifiedUiail, postage prepaid. Suchnoticesha.ll be . mailed not . less than ten (10)
days nor more than fifty (50) days before the date of such meeting and shall state the
date, time, and place .of the meeting and the purpose or purposes thereof. In lieu of
mailing notice.. as.. herein provided, such.. notice ..may .bedeliv~redbyhand ..or left at his
residence in his absence. Hrequested,anyM()rtgagee .of J."ecord<or its9~signee may be
entitled to receive similar .notice. H mailed,suchnoticeshallbedeel)1edt()bepelivered
when deposited in the United States mail, postage prepaid,. to the Owner at his address
as it appears on the... records of the Association.
5.6 WHEN NOTICE EXCUSED. Any notice required to be given. to an
Owner · under . any provision · of · the . Texas Non-Profit Corporation Act or the Article of
Incorporation or the By-Laws need not be given to the Owner if(i) notice of two (2)
consecutive annual meetings . and all.notices..ofmeetings held during the period between
those annual meetings, if any, or (ii) all notices during a twelve (12) month period have
been mailed to that Owner, addressed at his or her .addressasshown on the share
transfer. records'.of .the .Association,. and.have..beenretumedundeliverable. .... Any action
or meeting taken or held without notice to s}lch a persoJ1shallhave thesaUle f.orceand
effect as if the notice had be.en . duly givenaJ.1d, if the . action takenbythe~so~iation is
reflected.. in any. articles or. document filed Wth the. Secretary. of State, tho~yatticles. or
that document "may state thathotice was duly. given to all persons to whom. notice was
By-Laws of Village SquareO/fice Park
Page 3
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~ta~v ~,-,:-~~.. ..{... . z:.aa:M a.,~ ...
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required to be gIven. If such a. .person. delivers to the..Association a. written notice
setting forth .hisor her thellcurrentaddress, the . requirement. that. notice be given to that
perso.nshall be reinstated.
5.7 . WAIVER OF NOTICE.. Any notice required by law or by these By-Law~
may be waived by.cxecutionofawritten waiver of notice executed by the person
entitled to the notice. The waiver maybe signed before or after the time stated in the
notice.
5.8 ADJOURNED MEETING. If any meeting of Owners cannot be
organized because a quorum. lIas not attended, the Owners whC) are present, either in
person or by proxy, $ay adjourn the.. meeting from. time to time until a quorum is
attained.
5.9 ORDER OF BUSINESS. The order of business at all meetings of the
Owners of Units shall be as follows:
a~ . Roll.Card.
b~ Proof.ofnoticeofmeetingorwaiverofnotice.
c. . Reading of minutes of preceding . meeting.
d. Reports of. officers.
e. Reports .of committees.
f. Election of Directors.
g. Unfinished . business.
h. New business.
5.10ACflON BYWRITfEN CONSENT. Any action required or permitted
to be taken at any annual or special meeting of the Owners, or any action which maybe
taken at anY .annual of$pecial meeting of the Owners,maybetakenwithoutameeting,
witlIoutpriornotice,and. without a vote, .. if a consent or consents in writing, setting forth
the .action so taken, shall be. signed by all of the Owners. Such consent . shall have the
same .force.and...effect.as..a unanimous vote of Owners.
5.11 MEETINGS BY CONFERENCE TELEPHONE. Owners may participate
in and hold meetings of Owners by means .ofcomerence telephone or similar
communications equipment by means of which all persons .I>articipating in the meeting
can hear . each other, and participation in such a meeting shall constitute presence in
person at such meeting, except whereap.erson participates int hemeetin.g for the
expresspurpose.ofobjectingto. the trans~ctions of any business on the ground that the
meetingiis.notlawfullycalled or convened.
BOARD.OF....DIRECfORS
6.1 . NUMBERANDOUALIFICATION.The affairs of the Association shall
be governed by aBoard of Directors composed initially of three (3}persons. Directors
By-Laws of Village Square Office Park
Page 4
E:XHJB.'"r .=~~~.....~r-'
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.. I,
must-be Members.of the Association. The following persons shall act in such capacity
and shall manage .. the .. affairs. of . the Association .. until..theirsuccessors ..are elected, to-wit:
NAME
ADDRESS
ROYR.LUEPNfIZ
MARYB.LUEPNITZ
SAMMY PARKS
2748'Longmire,CollegeStation,. TX 77845
27 48 Longmire, .CollegeStation,TX77845
3743 <South Texas Avenue, . Bryan, . Texas' 77801
6.2 POWERS AND DUTIES. The Board of Directors shall have the powers
and duties .necessary for the administration oithe affairs of the Association and for the
operationandmaintenanceoftbePropetty. . The Board of Directors may do all such
acts and things that are not by. these By-Laws directed to be exercised. and done by the
~ers. .
6.3 OTHER POWERS AND DUTIES. The Board of Directors shall. have the
following. duties:
a. Toadministerandenfor~e the covenants, conditions, restrictions,
uses, limitations, obligations, and all other provisions set forth in the
Restrictions;
b. To keep in good order, condition, and repair, all of the Common
Properties and all items of personal pro petty used in the enjoyment
of.theProperty.
c. Toinsureandkeepinsuredall.of the insurable . Common Properties
.man .amount equal to their maximum replacement v~ue. . Further
to obtain and maintain comprehensive . liability insurance. Fovering
the Comm?D Propetty i!1 amollnts not less than. Ope lIundred
ThQusandDoUars (SlOO,OOO.OO) per person, Threre. .Hundred
Thousand Dollars (S300,OOO.OO) per accident,andFif~Tl1ousand
Dollars. (SSQ,OOO.OO) propettydamages, plus a Five. M;il~r~ Dollar
(SS,Ooo,OOO.oo) umbrella policy. To insurean<lkeep i~ul'e~ all the
fIxtures, . equipment, . . and personalpropetty acqt1ired . by the
Association ..for the benefit of the . Association, the Owners of the
Unitsiand.. their First Mortgagees.
d. To.. fix, determine, Jevy, and collect the monthly prorated
assessments to be paid by each of the Qwners;and by majority vote
of ..theBoa~d to adjust, . decrease, .. . or . increase the amount . of the
monthly assessments. subject to provisions of the Restrictions; to
levy and collect special assessments in order to.. meet increased
operating or . maintenance expenses or (:osts, and additional capital
expenses. All. monthly or . other assessments shall beL in itemized
statement form and. shall set . forth in detail the various . expenses for
which the assessments are being made.
e. To collect delinquent assessments . by suit or otherwise ~nd ~o enjoin
or seek damages fromanOw~er,as provided in the : Restrictions
and these By-I-<lws.
By-Law sofVlllageSquareOffl ce Park
Page 5
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f.
To protect and defend the Property from . loss and damage . by . suit. or
otherwise.
To .. bortowfunds.. in order . to pay. for any ,required expenditure or
outlay; to execute, all such ,instruments evidencing such indebtedness
,whiehsballbe..the.severalobligations of all of the... Owners in equal,
percentages.
, To enter into contracts within the scope of their duties and power.
Toe~tabli.shabanR account for the, common treasury. for, all
separilte funds which are required or may be deemed advisable by
the Board of Directors. \
T9,k~ep and mQin~fu,llandaccurateb()oks and records showing
all of the. ,receipts,>>expeoses,or disbursements,and t~permit
examinationthereoL~tany reasonable time by each of th~ Owners
and any First Mortg~~eeof a Unit" and to cause ai~mJ?l~te' audit
ofthebooksand,a<;~unts by a competentaccou,ntatJ.t,q~ceieach
year.. 'fheAssociat~(}.nshall, cause to bepreparyq .~~ '~e~vered
annually to each~era statement showing all re~iJ?~': :~XPfnses,
or disbursements since the last such statement. Such ...! financial
statementsshalljbe .~~ailable to any FirstMortgager~fa:Uwt, on
request,withi~ninety(90)days following the fiscal year end of the
Property.
To.. meet at ...least once. . each quarter .
Todes~gnate the personnel necessary for. the maintenance and
operation of the Properties.
. In general, to carry on the administration of this Association. and to
do .all.ofthosethings, . necessary . and reasonable, in order to carry
out the .. communal.. aspect of Unit ownership.
g.
h.
i.
j.
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1.
ffi.
6.4 ELECI10NAND/TERM,'OF OFFICE. At the first (ist) annual meeting
of the Association, the term of office of one (1) of the Directors shall be fIXed for one
(1) year, the term of office of one (1). of, the Directofsshall be fixed at two (2) years,
and the term of office ofthe..rel1!ainin9one fl) Director shalLbe<fixedat threC? (3) _
years.ALthe expirationoft4einitialtfrm of office of each respective Director, his
successor s hall be elected to serve a term of three (3) years. The persons acting as
Directors. shall hold office until their . successors . have been elected and hold their first
( lst).meeting.
6.5 VACANCIES.. Vacancies on the Board.. of ... Directors . caused by any .reason
other than the removal of a Director by a vote of the Association shall be filled by. vote
of the majority of the remaining Directors, even though they maycoostitute less than a
quorum. Each Director . so elected shall. serve .... out the remaining term of. his. predecessor.
6.6 REM()VAL()F DIRECTORS. , At any regular, or. special meeting duly
called, anyone (1) or more of the Directors may be removed with or without cause by a
majority of the {}wners, ..aIlda successor. may, then and there be elected " to fill the
vacancy thus created. 'AnyDirector whose removal has been proposed by the Owners
shall be given an opportunity to be heard at the meeting.
By-Laws of Village Square Office Park
Page 6
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6.7 ORGANIZATION MEETING. The first (lst)meetingofa newly elected
Board of ,Directors shall be held within ten (10) days of election a t such place as shall
beftxedbytheDirectorsat the meeting at which such Directors were elected, ,and no
notice shall be necessary to .'.tl1e newly .elevted . Directors in order . legally to constitute
suchmeeting,providing .amajorityof. the . whole Board of Directors shall. be present.
6.8 . REGULAR MEETINGS. "Regular meetings of the Board of Directors
may be beld at such time and place as sbalibe determine, fromtimr to time, by a
majority of the Directors, but at least four (4) such meetings shaltbeneldduring.each
fiscal year. . Notice ofregtd~Jl1eetingsoftheBoard,of Direcrors shallt1egivttD to ,each
Director, personally, by mail, telephone, or telegraph, at ..least three (3):days prior to the
day named for. such meeting..
6.,9 ,SPECIAL MEETiNGS. Special.Dleetings of. the . Board.. of Directors may
becal1ed bytheFresidentorSecretary,oru.ponthe written request of at least two (2)
Directors. ....ThePresidentorSecretary.will..give..three. (3}days'. personal notice .to each
Director by mail, telephone, or telegraph, which notice <shall state the time, place (as
hereinabove provided), and . purpose of. ttIeme.eting.
6.10 WAIVER OF NOTICE. Before :orat . any meeting of the Board of
Directors, any Director may in writing waive notice. of such meeting, and sllch waiver
shall be deemed equivalent to the giving of such notice. Attendance by a I?irector at
any ~eeting . of" the Board sball" be a waiver ,of notice by him of the time and place
thereof. <If aU the Directors are present at any nteeting (of the Board, no notice shall be
require.d and any business maybe transacted at such'meeting.
6.11 QUORUM ()FBOARDOFDIRECTORS. At all meetings of tbe Board
of Directors, ...'amajorityofDirectorsshall..constitute a quorum . forthe:transaction of
business,. and the acts of the 1l1aj 0 rity of the.I)itectoI'spresentata meetin.gat which a
quommispresentshallbe the acts of the Board of Directors. If, at any meeting of the
Board of Directors, there is less thana.quorumpresent, the maJority of: those present
may. adjoumthe. meeting from time tptime.... ,At. any .sucl! . adjourned i meet4tg, any
business, which ... might. bave . been. transacted at . the meeting,. as . originally ., called, may be
transacted. without additional notice.
6.12 . FIDELITIBOND.The Boardof,Directorssballrequire tbatall officers
and employees of the Associationbandlingorresponsible for Association funds shall
fumishadequate fidelity . bonds. The premium on such bonds shall be paid by the
Association.
6.13 .ACTION BYWRI.TfENCONSENT. ...AIiyaction required or permitted
to . be taken at ameetin~ . of the Board of Directors of any committee may be taken
without a . meeting ita written.cQnsent, settingforth..theaction so . taken, is signed by all
the members of the Board of Directors or cQmmittee, and. such consent shall have the
same.force and effect.. as aunanimouSvoteatiameeting,and.'may be stated as such in
any document or instrument. filedwiththeS~cretaryofState.. .
By-Laws of V iilageS quare Of ficePar k
Page 7
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. 6.14 MEETINGS BY CONFERENCE TELEPHONE. Members of the Board
of Directors or members of any committee desjgnatedby the Board .of Directors may
participate in and hold a meeting of such Board or committee by . means of conference
telephone or similar communications equipment by means of which all . 'persons
participatinginttiemeeting can hear . each other~ and. participation. in such .a meeting,
shall constitute presence in person at sucb meetingt except where a person. participates
in the meetingfortlieeXpresspurpose of objecting to the transactions of. any business
on the ground that the meeting is~ot lawfully called or convened. .
6.15 .PROXlBS.ADirectormay vote by proxy executed inwritiQ.g by the
Directors. No proxy shall hevalid.nrerthree (3) months from the date of its execution.
6.16 cOMPENSATION.;Directors. shall not receive salaries for . their services.
However, the Board of Directors may adopt a . resolution providing for payment to
Directors of a fixedsumandexpeJ.lS~s()f attendancet if any, for attendance at each
meeting of . the Board of Directors.
ARTICLE SEVEN
OFFICERS
.7.1 DESIGNATION. The officers of 'the Association shall be a President,
Vice PresidenttSecretary,andTreasurertaU of whom shall be elected annually by the
Board of Directors at the regular annual meeting . 'of the. . Board of . Directors.
1.2ELECflONOF<OFFICERS. The officers of the Association shall be
elected annuallyby>tlie'Board>of'J::)irectors at the organization meeting of each new
Board. and. shall... hold office at the_pleasu.re .of the Board.
7.3 . REMO'\Ti\LOFOFFICERS. ....Uponan affirmative vote of the majority of
the members of the Board of Directors, any officer maybe removed, either with or
without cause, and his successor may be elected at any regular meeting of the Board of
Directors or any special meeting of theBo~rd called for such purpose. .
7.4 PRESIDE:NT' The President shall be the chief .executive officer of the
Association. He shall preside at .allmeetingsbothof.- the Association and the Board of
Directors. He shall have all the general P?wersand duties which are usually vested in
the office ofpresident.of.~n.assopation, including without limitation the.power to
appoint committees from among the Qwners. . to. assist in the administration of the affairs
of the Association. . f):e.shall co-signiallpromissory notes with tbeSecretaryand. co-sign
all checks with the Tryasurer. The. 'resident,.. or. his designated alternate, shall. represent
the Association..- atall.meetings.of.. VJJLLAGE.SQUAREOFFICE.. PARK
7.5 VICE PRESIDENT. The'\TicePresident shall perform<a11 of the duties of
the President in the absence ofthe?residentand such other duties as may be required
of him from time to time by the Board of Directors.
By-Laws of Village Square Office Park
Page 8
I)j .. 1915', ~c;..s;4
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7.6 SECRETARY.
a. The Secretary shall keep the minutes of all meetings of the Board
'of Directors and the minutes <of all meetings of the Association, he
shall have charge . of such books and . papers as the Board of"
Directors may' direct and shall co-sign all instruments of
conveyance; and he shall, in ..general,performall the duties incident
to the.officeoftheSecretary. .
b. The Secretary shall compile.and keep up to date at the principal
office of the Association a complete list of Membrrsand . their last
known....addresses ..asshown .onthe . records .of the..A$sociation.. . Such
list shall . show ... opposite. each Member's name I the Ilumber of
Members living inth~..Unitand tJteparking<s{Ja~.i~~ign~d for. use
inconnectionwitbsu.chUnito<Suchli$lshall beo~~D.to ,jnspectipn
by. Members and . otherpersons:I~WfJ.illyentitled to inspect the same
.atreasonabletimesduringregularbusinesshours. .
7.7 . TREASURER. The Tl'easurer.shall teceiveand deposit in appropriate
bank accounts.. all. money.of..the As~iation...and.shall..disburse..such as . directed by
resolution .of the. Board of Directors; provided, however, tbat a resolution of the. Board
ofDire~ors shall. not be necessary for disbursements made in the or~inarycourse of
business conducted within. the . limits ofa hudget adopted hy the. Board of Directors,
includingauthoIjty to~co-signall ~hecks;keepprope~l>Ooks of account; cause an annual
stateIIlentoftheAssociation's l>ookstobemadeat .t~~completion oLeac~ fiscaLyear;
prepare an .. annual budget . and. a statement of incolll.ee~enditures to i be presented to
the ..Membershipat its regular armua1 meetinga~dd~liver a copy i of each to the
Members; and.. perform. all. other duties . assigned. to hiIllby the Board of. Directors.
TRANSACTIONS OF THE ASSOCIATION
8.1 CONTRACfS.TheJ.l?ardofDirectorsmayauthorize any officer or agent
of the Association to enter intoa~ntract .orexecute. and. deliver any instrument in the
name of and on behalf of the AssBffiia,tion.Tbisauthority may. be limited. toa specific
contract..or inStrument... or . it .maye~endtoany.numberand ..typeof possible ..contracts
and instruments.
8.2 DEPOSITS. . All funds of the Association shaUbe deposited to the credit
of the Association in banks, trust companies, or other depositaries that the Board of
Directors. selects.
'. 8.3 GIFTS. The Board of DirectorsmaYiaccept on behalf of the Association
anycontributio11,gift,l>equest, or devise for the general purposes or f()r any special
purpose of theAssociation.Tbe Bo.ardofDirectorsmay make gifts and give charitable
contributions that are not prohibited by the bylaws, the articles of incorporatio11, state
law, and any requirements for maintaining the Association's feder~landstate tax status.
By-Laws of Village Square Office Park
Page 9
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8.4PROHIBlTEDACfS. As long as ..the.Association is in . existence, and
except with the prior approval of the Board of Directors or the Members, no director or
officer. of the .Association .shall:
a.
Do any actin violation of the bylaws or a binding obligation of the
Association.
Do any act with the'intention of harming the Association or any of
its operations.
DOmlyactt~at would ..make it.. impossible or unnecessarily. difficult
tocarqon th~, intended or ordinary business of tbe Association.
ReceiveaI1:~properpersonalbenefitfrom the operation - of the
Association.
U~ethe.~e~Qf this Ass Qciation, direcdyor. indirectly,. for any
plltposeo~er~an carrying on the< business of thisAsso~ation.
\V:rongfuUy.tmnsfer or ..dispose of Association propeny,induding
inta:~ble ..pf()P'rty such as . goo~wllL
Use the. nam~~ftheAssociation(or any substantiaJ1ysiIDilar name)
oranytrad.~m~lc or tr~de nam~ adoptedbytheAss()~i~tion,. except
on beh.alf of itl1eAssociation in the ordinary course of the
Association'sbtisilless.
Disdoseany ~~tpeAssociationbusiness practices, trade secrets, or
any other ~l1fQl1JIlation not generally known to the business
community to !any person not authorized to receive it.
b.
c.
d.
e.
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ARTICLE.NINE
BOOKS AND RECORDS
9.1 REQUIRE}) ..... BOOKS. AND . RECORDS. The. . Association shaH keep
correct. .and . complete...... books. and. re:cords.. ..of. . account. The Association's...books and
records ... shall include:
a.
Afile-endorsedcopyofaHdocumentsfiled with the Texas Secretary
of .State.....relating to the .Association,. .including,... but ..not limited. to,
the .artides . of incorporation, . and any . articles of amendment,
re~tated~icles,articles of merger, > artidesofcollSoHdation, and
st~teme~tofchange of registered office or registered agent.
Ac()pyof the bylaws, and any amended versions or amendments to
the bylaws. .
Mil1ute~ of the proceedings of the Members and Board of Directors
havin.g ~nyof the autJ.1ority of the Board of Directors.
A. list of the> names and address of the ..Members, Directors and
officers of the Association. .
A. financial statementshowmg the . assets, liabilities and. net worth of
the. t\Ssociation at th~, e~d of the three (3). most recent fiscal years.
.A financial statemen;t~bowing the income and . expenses of the
Association.for the three'.(3) most . recent fiscal years.
b.
c.
d.
e.
f.
By-Laws o/Village..Square..Office.Park
Page 10
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g. Altrolings, letters, and other documents relating to the
Association's federal, state,and local tax status.
h. The Association's federal, state,andlocal information or income tax
retumsfor each of the Association's three (3) most recent tax years.
9.2 Inspection and Copying. Any member, director or officer of the
Association may .. inspect and receive copies of all books and records of the Association
required to be kept by the bylaws. Such a person may inspect or receive copies. if the
person has a proper purpose related to the person's interest in the Association and if the
person. subnnts.a .. requestinwritiQg. ... Any person entitled to inspect and. copy the
.Association'~ .. books and..reoords may do so through his or her attorney .orotherduly
authonzedrepresentative.. Apel'sQuentitledto' inspect the Association's .books and
recordsnlaydosoatanyreaso~bletiIne no later than ,five (5) working days after the
ASsociation's receipt . ofaproper!writte~. request. .'. 1Alj B~ardof OirectorSmayestablish
reasonableJees forcopyingthetssoci~tion'sbooks aIlQ~ecordS by members.. The fees
may cover the cost of materials~dl~1)or,butmaYllQtexceed twenty..fivecents ($0.25)
per page... ...'fheAssociation. shatli~r()vj~erequested(:~~ie?of books or records . no biter
than. thirty.. .(30) ..workingdays.. aftertheA.ssociation' s..reeeipt. of. a. 'proper.written request.
9.3 Audits. Anymembe.rshall have>the right to have an audit conducted of
the Assodation's books. The melllberrequesting the audit shall bear the expense of the
audit unless the members vote to"autl1orizepaYlIlent of audit expenses. The member
reqtlesting the audit may. select t~~afcountingfirm to conduct the audit A member
may not exercise these rights. to (IDmpel . audits so as to subject the Association to an
audit more than . once . in any... fiscal year.
FISCAL YEAR
10.1 Fiscal Year. The fis cal 1 year of the Association shall begin on the first day
of January and end on the last dayin!R_ecemberin e(!chyear. .
INDEMNIFICATION:.OFOFFICERS ..ANDDIRECfORS
11.1 INDEMNIFICATION.:TheAssociation shall.. indemnify every Director or
officer,. his . heirs, executors, and~~ministrators,. against all loss, cost, and expense,
indudingcounselfees, reasonably in.fl1rredby iIim in connection with any action, suit, or
pro(:eeding to which he may be ma~!~aparty,hyreason of his . being or, having been a
Director or officer of theAssociati~~ except in matters of strong negli&ence of willful
misconduct. In the event of a. se~~~ment,jndemnification shall be provided only in
connection with ,such ..1Ilatters in w~~~h the ,. Association is advised byc~unsel, that the
personto be indemnified has notbe~, guilty, of gross negligence or willfutmis(:onduct in
the,performa.nceof his duty as s~~h Director or officer in relation' to . the matter
involved. The foregoing rights sha~l not be exclusive of other rights to which the
By-Laws of Village SquareO! ficePark
Page 11
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Director or officer maybe entitled. All liability, loss,damage, cost, and expense
incurred or suffered by the Association in connection with the foregoing indemnification
provision shall be treatedandha~dledby the Association as Common Expenses;
provided, however,nothirlgcontainedin this Artide8shalLbe deemed to obligate. the
Association to. indellU1ifyand . Member . or .()wner of.a Unit, who ..is . or. has been a,
Director orofficeroftlie Association, with respeCLto any duties or obligations ~umed
or liabilities incurred by him under and by virtue of the Declaration of VILLAGE
SQUARE . OFFICE PARKas a Member .of . Owner of a Unitoovered thereby. .
ARTICLE TWELVE
OBUGATIONSOF THE OWNERS
12.1 ASSESSMENTS.. All. Owners shaUbe obligated to . pay the monthly
assessments imposed. by the Association to meet the maintenance expenses for the
Property. The initial rate. of assessment . shall be Two Hundred and No/IOO Dollars
Dollars ($200.00) per month per Unit. The assessments shall be equally divided
between the {jnir()wners and shall be duem()Dthly. inadva-nce. ..A Member shall be
deemed to be in good standing and entitled to vote at any annual or special meeting of
Members, within the meaning .. of.. these By-Laws, . if and only if he . is current in the
assessments made or levied agaInst him and theUnito'Yfiedby him.
12.2
Each Owner shall comply strictly with theproVlslons of the
Declaration ..forVILLAGESQUAREOFFICEPARK.
b. Each Owner shall always endeavor to observe and promote the
cooperative. purposes, for which .the. Property.. was built.
12.3USEOF<COMMON ELEMENTS. Each Owner may use the Common
Elements appurtenant to ~~id()wn~r's Unit j!1accorda~c_ewiththe purposes Jor. which
they were intended. - .
. 13.1 BY-LAWS.
a. These By-Laws may be amended by the As~ociation at a duly
cOnstituted meeting for such purpose, and no amendment shall take
effect unless approved by Owners representing at least sixty-six and
two-thirds > percent (66-2/3rds%) of. the . aggregate interest of the
Property. In no. event shall the By-Laws be amended to conflict
with the Restrictions. In the event of a conflict between the two (2)
documents, the Restrictions shall control.
By-Laws of Village Square Office Park
Page 12
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ARTICLE FOURTEEN
MORTGAGES
14.1 . NOTICErrOASSOCIATION: An Owner who mortgages his Unitshalh
notify the Association through the President of the Association giving his name and
address of his Mortgagee. The Association shall" maintain such information in a book
~ntitle,dtfMortgageesof Units". ."
14.2. . NOTICE OF UNPAID ASSESSMENTS. . The Association shall, at the
request ofaMortgageeofa l.Jnit,reportanyunpaid assessments due from the Owner of
such Unit. .
COMPLIANCE
15.1 LEGALREOUIREMENTS.These By-Laws are set forth to comply with
the requiremeIlts. of the 'fexas.Non",)?rofit Corporation Act. If any of these .By-Laws
conflicts with the provisions of said statute, it is hereby agreed and accepted that the
provisions of the statute will apply.
ARTICLE SIXTEEN
NON-PRQFITASSOCIATION
16.1 NON-PROFIT PURPOSE. This Association is.. not organized for profit.
No Unit Owner, Member of the Board of Directors, or person from whom the
Ass()ciationmay receive ..any. propeIt};iprfundsshall receive or shall be lawfully. entitled
to receive any pecuniaryprofitfrOlllitheoperation thereof,. and in no event shall. any
part of the funds or assets of the Ass~ciationbepaid as a salary or as compensation to,
or distributed to, or inure to theb~l'lefitof any Member of the Board of Directors;
provided,.. .however,. always (1) that I ireasonable . compensation may. be paid to any
M~mber rhile actingasanagentofi!<rmployeeof the Association for services rendered
in .effecting one (1) or more of thriPurposes of the Association; and (2) that any
Member of the Board of DirectorsIl\l:~r,from time to time, be reimbursed for his actual
an,dreas()nable . expenses. incurred in. ~nnection with the administration of the affairs of
the Association.
ARTICLE....SEVENTEEN
EXECUTION OF INSTRUMENTS
17.1 AUTHORIZED. AGENTS. The person who shall be authorized to
execute any. and all instruments ofqonveyanceor. encumbrances, . including promissory
notes, shall be the President with thei:co-signatureof the Secretary of the Association.
By-La~s o/VillageSquareO/fice. Park,
Page 13
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ARTICLE EIGHTEEN
CORPORATE SEAL '
18.1 CORPORATE SEAL. The Directors shall provide a corporate seal whic~
shall be circularinformandshallhave.inscribed thereon the name.of the Association.
ARTICLE NINETEEN
DEFINITIONS OF TERMS
19.1 DEFINITIONS OF TERMS. The terms used in these By-Laws, to the
extent theyaredefiI1ed in said Restrictions, shatlhaVethe sam~definition asset forth in
the Restrictionsfof ..VlLLA.GE SQUARE. OFFICE PARK,. .as the same may be
amended. from time to time, in the office of the County Clerk of Brazos County, Texas.
CERTIFICATE
I HEREBY CERTIFY that the foregoing isa .true, complete,. and correct copy of
the By-Laws of VILLAGE SQUARE OFFICE PARK, a Texas non-profit corporation,
as adopted by the initial Board of Directors at its organization meeting on the 2.M~
day of ~p\-t~t.,(( ,A.D.. 1993.
IN W1TNJ3SSWHEREOF, I.hereunto set myhand()Jld affIX the Seal of the
Corporation, this the '2.0"" day of '5ephm9C(" , . A.D. 1993.
By-Laws of 'Village Square Office Park
Page 14
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