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ARTICLE ONE —
The name of the corporation is Wyndham Management, Inc.
ARTICLE TWO
The period of the corporation's duration is perpetual.
ARTICLE THREE
The purpose for which the corporation is formed is for
the transaction of any or all lawful business for which
corporations may be incorporated under the Texas Business
Corporation Act.
ARTICLE FOUR
The corporation is authorized to issue only one class of stock.
The total number of shares that the corporation is authorized to
issue is One-Million (1,000,000.00). Each share shall have a par
value of One Dollar ($1.00).
ARTICLE FIVE
The corporation shall not commence business until it has
received for the issuance of its shares consideration of the
value of at least Seven Thousand Five Hundred Dollars ($7
consisting of money, labor done, or property actually received'
ARTICLE SIX
The street address of the corporation's initial registered
office is Rt. 1 Box 94, College Station, Texas 77840, and the
name of its initial registered agent at such address is JEFFREY
L. McDOWELL.
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ARTICLE SEVEN
The number of Directors constituting the initial Board of
Directors is three (3), and the names and addresses of the
persons who are to serve as Directors until the first Annual
Meeting of the Shareholders, or until their successors are
elected and qualified, are:
JEFFREY L. McDOWELL Rt 1, Box 94
College Station, Texas. 77840
ROSTELL CHAPMAN 1100 Forest Glenn Circle
Bryan, Texas 77803
PAUL CLARKE P.O. Box 4453
Bryan, Texas 77805
ARTICLE EIGHT _
The names and addresses of the incorporators are:
Jeffrey L. McDowell Rt 1, Box 94
College Station, Texas 77840
Rostell Chapman 1100 Forest Glen Circle
Bryan, Texas 77803
Paul Clarke P.O. Box 4453
Bryan, Texas 77805
SIGNED
� ?�f f rey L. McDowell, Incorporator
SIGNED�,�e ���
Rostell Cha man, Incorporator
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SIGNED �
Paul Clarke, Incorporator
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13EwT LE` r PARTiVe 14,0
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This Joint Venture Agreement is made and entered into as of the 17th day of October,
1991, by and among GREG JARVIE, DAVID JARVIE, JIM JARVIE, CHRIS PESEK
and WYNDHAM MANAGEMENT, INC., a Texas corporation, (said parties being hereinafter
collectively referred to as the "Joint Venturers ").
RECITALS
WHEREAS, the Joint Venturers desire to confirm the existence of the Joint Venture to
own, manage, operate and otherwise deal with the Venture property and to reduce to writing the
terms, provisions and conditions relating to the Joint Venture.
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained,
the Joint Venturers have created and hereby affirm the creation of a joint venture (the "Joint
Venture") for the purposes and upon the terms, provisions and conditions hereinafter set forth:
ARTICLE I
NAME AND PLACE OF BUSINESS
1.1 Name. The name of the Joint Venture shall be BENTLEY I PARTNERSHIP.
1.2 Place of Business. The principal place of business of the Joint Venture shall be 3608
East 29th Street, Bryan, Texas, 77802, irrespective of the situs of any Venture property.
ARTICLE II
PURPOSES OF THE JOINT VENTURE
2.1 The purposes of the Joint Venture shall be to own, manage, operate, improve,
develop, sell and otherwise deal with the Venture property known as BENTLEY HOUSE
APARTMENTS, 216 Dominik Drive, College Station, Texas, and more particularly described as
being part of Parcel IV, a Resubdivision of Lots One (1) and Two (2), Block "B" of
CULPEPPER PLAZA ADDITION, an addition to the City of College Station, according to the
plat recorded in Volume 338, Page 467, Deed Records of Brazos County, Texas, and containing
63,120 square feet of land, more or less.
ARTICLE III
TERM OF VENTURE
3.1 The Joint Venture shall continue until the Venture property is sold or otherwise
disposed of or until the Joint Venture is terminated as specifically otherwise provided in this
agreement or as provided by law.
ARTICLE IV
CONTRIBUTIONS TO JOINT VENTURE
4.1 Jnitial Contributions. The Joint Venturers acknowledge that each Joint Venturer has
agreed to contribute to the Joint Venture property of a value equal to, or cash in the amount of,
the amount opposite the name of each Joint Venturer on Exhibit "A" attached hereto.
4.2 Future Contributions. Each Joint Venturer shall advance to the John Venture as is
necessary the Joint Venturer's pro rate share (the ownership percentage set opposite the name of
each Joint Venturer in Exhibit "A") of all costs, expenses or charges with respect to the
ownership, operation, development, maintenance and upkeep of the Venture property, including,
but not limited to, ad valorem taxes, debt amortization (including interest payments), insurance
premiums, repairs, costs of capital improvements made upon approval of the Joint Venture as
herein provided, management fees or salaries, advertising expense, professional fees, wages and
utility costs, to the extent such costs, expenses or charges exceed the income, if any, derived
from the Venture property and the proceeds of any loans made to the Joint Venture for the
acquisition or development of the Venture property. Any expense in excess of $30,000.00 shall
have to be approved by 80% of the Joint Venturers.
ARTICLE V
PROFITS. LOSSES. LIABILITIES
5.1 Interest of each Joint Venturer. The interest of each Joint Venturer in and to any net
profits of the Joint Venture and the obligation and liability of each Joint Venturer as among
themselves with respect to any and all liabilities and losses in connection with the business of the
Joint Venture shall be the percentage set opposite each Joint Venturer's name in Exhibit "A ". In
the event of a default hereunder by a Joint Venturer, the defaulting Joint Venturer does hereby
indemnify the other Joint Venturer against any loss or liability exceeding the percentages set forth
in Exhibit "A" by reason of any liability or loss resulting from such default.
5.2 Distributions. Distributions from the Joint Venture to the respective Joint Venturers
shall be made at such times and in such amounts as may be determined by the Joint Venturers.
ARTICLE VI
OWNERSHIP OF VENTIJRE PROPERTY
6.1 Property acquired by the Joint Venture shall be held and conveyed in the name of
WYNDHAM MANAGEMENT, INC., unless, by unanimous consent of the Joint Venturers, it
is determined that property should be acquired and conveyed in the name of one or more of the
Joint Venturers or other persons or persons as nominee for the Joint Venture.
ARTICLE VII
FISCAL MA'11 t RS
7.1 Fiscal Year. The fiscal year of the Joint Venture shall be the calendar year.
7.2 Books and Record &. Proper books and records shall be kept with reference to all
Joint Venture transactions, and each Joint Venturer shall at all reasonable times during business
hours have access thereto. The books shall be kept upon such method of accounting as shall
properly reflect the income of the Joint Venture and as shall be agreed upon by the Joint
Venturers.
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ARTICLE VIII
MANAGEMENT OF JOINT VENTURE AFFAIRS
8.1 Management. Day to day control of the Joint Venture and of all of its affairs shall be
conducted by Wyndham Management, Inc., ( "Managing Partner "). All decisions relating to the
sale of the Joint Venture property shall be determined by a majority vote of the Joint Venturers.
The Managing Partner shall be paid a fee equal to 1.75% of the gross monthly collections for
management services.
If the Managing Partner ceases to serve as Managing Partner for any reason, then the
Joint Venturers shall elect a new Managing Partner. This election may be called by any Joint
Venturer.
8.2 Matters Requiring M jority. A consent of the majority of the Joint Venturers shall
be required to do any of the following: (a) to confess a judgment; (b) make, execute or deliver
for the Joint Venture any bond, mortgage, deed of trust, deed, guarantee, indemnity bond, surety
bond, or accommodation paper, or accommodation endorsement; (c) borrow money in the name
of the Joint Venture, or use Joint Venture property as collateral.
ARTICLE IX
RESTRICTION ON TRANSFERS
9.1 Prohibition against Transfer. Except as hereinafter set forth, no Joint Venturer may
sell, assign, transfer, encumber or otherwise dispose of any interest in the Joint Venture, or in
the property or assets of the Joint Venture, without the consent of the majority of the Joint
Venturers.
9.2 Permitted Sales. In the event a Joint Venturer receives a bona fide offer for the
purchase of all or a part of the Joint Venturei s interest in the Joint Venture and in the property of
the Joint Venture, said Joint Venturer shall either refuse such offer or give the other Joint
Venturer written notice setting out the full details of such offer, which notice, among other
things, shall specify the name of the offeror, the percentage of interest in the Joint Venture
covered by the offer, the terms of payment, whether for cash or credit, and if on credit, the time
and interest rate, as well as any and all other consideration being received or paid in connection
with such proposed transaction, as well as any and all other terms, conditions and details of such
offer. Upon receipt of the notice with respect to such offer, the other Joint Venturer shall have
the exclusive right and option, exercisable at any time during a period of forty-five (45) days
from the date of said notice to purchase the interest in the Joint Venture covered by the offer in
question (herein called "45 Day Period ") at the same price and on the same terms and conditions
of the offer as set out in such notice. Within thirty (30) days after the date of the notice from the
Joint Venturer desiring to sell, each Joint Venturer shall give the other Joint Venturer (except the
Joint Venturer desiring to sell) a written statement of the intention of the Joint Venturer
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conceming the exercise of the option herein granted. If the Joint Venturer decides to exercise the
option, he shall, within the 45 Day Period, give written notification to this effect to the Joint
Venturer desiring to sell, and said sale and purchase shall be closed within thirty (30) days
thereafter. If the other Joint Venturer does not elect to exercise their option by giving written
notice of such exercise within the 45 Day Period, the selling Joint Venturer shall be free to sell
the interest in the Joint Venture covered by the offer set forth in the required notice upon the
terms and conditions set forth therein. However, a sale after the failure of the other Joint
Venturer to exercise the option to purchase must be made strictly upon the terms and conditions
and to the person described in the required notice and must be consummated within thirty (30)
days after the expiration of the 45 Day Period. Any proposed sale to a different person or upon
changed terms and conditions or after the lapse of such thirty (30) day period, shall be subject to
the restrictions set forth in this agreement.
9.3 Death of a Joint Venturer. The death of any Joint Venturer shall not have the effect
of terminating or dissolving this Joint Venture. Upon the death of a Joint Venturer, his estate
shall succeed to his interest in this Joint Venture and shall be bound by the terms and provisions
of this agreement; however, in the event that the interest of the deceased Joint Venturer does not
pass to a single trust, or passes to more than one heir or devisee, or upon termination of any such
trust, is distributed to more than one beneficiary, then, and in that event, such heirs, devisees
and/or beneficiaries ( "Distributees ") shall, within ninety (90) days after distribution by the estate
of the deceased Joint Venturer or by the Trustee under any trust established by the deceased Joint
Venturer, execute and deliver to the Joint Venture a written instrument (including a Power of
Attorney) appointing one person, firm or corporation as and to be the Agent of and for said
Distributees. Such Agent shall be responsible for collecting, receiving and making all payments
and contributions required hereunder, shall vote the entire interest of the Distributees, and shall
perform all other obligations of such Distributees performable by reason of or arising from their
interest in the Joint Venture; and any and all payments and/or disbursements due the Distributees
for or arising from their interest in the Joint Venture shall be deemed to have been validly made to
such Distributees by paying the same to such duly designated Agent. In the event that said
Distributees, for any reason, fail to designate such Agent, in writing, in the manner and within
the time prescribed and continue to fail to cure such default after ten (10) days written notice from
the Joint Venture to correct same, such failure shall constitute a material default hereunder. Upon
the death of the Joint Venturer's spouse having a community property interest in such Joint
Venturer's interest in the Joint Venture, the foregoing provisions of this Paragraph 9.3 shall
apply to all of the deceased spouse's community property interest in the surviving spouse's Joint
Venture interest which does not pass to the surviving spouse by will or through operation of law,
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and such provisions shall be applied to such interest as though the Joint Venturer had owned
such interest and had died on the date of his spouse's death leaving such interest to the actual
recipients thereof.
9.4 Assumption by Assignees. Any transferee or assignee to whom an interest in the
Joint Venture or the Venture property may be transferred under the terms of this agreement who
is not at the time of such transfer a party to this agreement shall take such interest subject to all of
the terms and conditions of this agreement and shall not be considered to have title to such
interest until said transferee or assignee shall have accepted and assumed the terms and conditions
of this agreement by a written agreement to that effect.
9.5 Divorce Of A Joint Venturer. The divorce of any Joint Venturer shall not have the
effect of terminating or dissolving this Joint Venture. Upon the divorce of a Joint Venturer, the
divorced Joint Venturer shall own all of the Joint Venture interest formerly owned by the Joint
Venturer and his spouse.
ARTICLE X
DEFAULT BY JOINT VENTURER
10.1 Events of Default. The following events shall be deemed to be events of default by
a Joint Venturer:
(a) Failure of a Joint Venturer to make when due any contribution or advance
required to be made under the terms of this agreement and failure to make such
contribution or advance within sixty (60) days after receipt of written notice thereof from
the Joint Venture;
(b) Violation of any of the other provisions of this agreement and failure to cure
such violation within ten (10) days after receipt of written notice thereof from the Joint
Venture;
(c) The making of an assignment for benefit of creditors or the filing of a petition
under any section or chapter of the National Bankruptcy Act, as amended, or under any
similar law or statute of the United States, or any State thereof;
(d) Adjudication of a Joint Venturer as a bankrupt or insolvent in proceedings
filed against the Joint Venturer under any section to the chapter of the National
Bankruptcy Act, as amended, or under any similar law or statute of the United States, or
any State thereof, without further possibility of appeal or review; and,
(e) The appointment of a receiver for all or substantially all of the assets of a Joint
Venturer and the failure to have such receiver discharged within thirty (30) days after
appointment.
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10.2 Effect of Default. Upon occurrence of any such events of default, the interest of
the defaulting Joint Venturer in the Joint Venture and the Venture property shall be completely
forfeited. The interest so forfeited shall become the sole property of the remaining Joint
Venturer. Provided, however, such forfeiture shall not relieve the defaulting Joint Venturer from
personal liability for his or its pro rata share of any outstanding indebtedness, liabilities, liens and
obligations relating to the Joint Venture or the Venture property as of the date of the forfeiture.
The default of any Joint Venturer hereunder shall not release any other Joint Venturer.
ARTICLE XI
MISCELLANEOUS PROVISIONS
11.1 Notices. Except as may be otherwise specifically provided in this agreement, all notices
required or permitted hereunder shall be in writing and shall be deemed to be delivered when
deposited in the United States Mail, postage prepaid, registered or certified mail, return receipt
requested, addressed to the parties at their respective addresses, or at such other addresses as
may have theretofore been specified by written notice delivered in accordance herewith.
11.2 Amendment. This agreement may be amended or modified by the Joint Venturers from
time to time but only by a written instrument executed by both Joint Venturers.
11.3 Other Instruments. The parties hereto covenant and agree that they will execute such
other and further instruments and documents as are or may become necessary or convenient to
effectuate and carry out the Joint Venture created by this agreement.
11.4 Headings. The headings used in this agreement are used for administrative purposes
only and do not constitute substantive matter to be considered in construing the terms of this
agreement.
11.5 Parties Bound. This agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, executors, assigns, administrators and legal
representatives.
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EXECUTED at Bryan, Texas, the / 4 day of r-; 1 , 1992, to be effective
OCTOBER 17, 1991.
WYNDHAM MANAGEMENT, INC.,
a Texas corporation
By:
PAUL • ►T • RICE, Pr Went
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GREW,
DAVID J •
JIM JARVIE
I,N1lxn Tddav,R
CHRIS PESEK
THE STATE OF TEXAS :
COUNTY OF BRAZOS:
This instrument was acknowledged before me on /=Pr, / / /„' , 1992, by
PAUL J. CLARICE, President of WYNDHAM MANAGEMENT, INC., a Texas Corporation,
on behalf of said corporation. (�
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Noty Public, State of Texas
My Commission Expires:
KAREN S. COLEMAN 7e@_Q 1i\c • '�- 1t1C\5
a ff ) Notary Public, State of Texas
A \� ' i My Commisalon Expires f �� S , COIL
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DEC. 2.1995 C( c
Typed or Printed Name of Notary
THE STATE OF TEXAS :
COUNTY OFBr3Z.05 :
This instrument was acknowledged before me on l / , 1992, by
GREG JARVIE.
No Pub ic, State of Texas
My Commission Expires:
r ° " °' KAREN S. COLEMAN m
wek ��.cebo)c a 180.5
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' My Commtssbn E pfres
DEC. 2, 1995 • • • S•
". Typ- e or Printed Name of Notary
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THE STATE OF TEXAS :
COUNTY OF`"$•a rU :
This instrument was acknowledged before me on Ar.-. / / , 1992, by
DAVID JARVIE.
1,`►► ►1.'
Not. Public, State of Texas
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My Commission Expires:
\ N KAR
KAREN a O ie LEMAANN
•, . My Stngpe Zees �PC m ►Xl'� cam, 1QG
\ .' / DEC. 2, 1995 � S C�1e YY\a(A
Typ or Printed Name of Notary
THE STATE OF TEXAS :
COUNTY OF 'EA. :
This instrument was acknowledged before me on 4 / / / r , 1992, by
JIM BIM JARVIE.
mot. a Ail I. ti
Not. Publt , State of Texas
My Commission Expires:
/ a KAREN S. COLEMAN �-eCe Iqq
(�j/ N9:aly Public, Stale o!Texas
lM Cnn . 271 Ezptes
DEC. 2, 1995 � "< CH IP tma n
Typed or Printed Name of Notary
THE STATE OF TEXAS :
COUNTY OF 'by' :
This instrument was acknowledged before me on Ap -/ / / / , 1992, by
CHRIS PESEK. ,n`
Not Public, State of Texas
My Commission Expires:
r> - - KAREN S. COLEMAN `1 CNt'cl be.� , Iqq S
,' / 1 Notary Public, State of Texas
.'•�.- My Comms -kn Evros ,
f DEC. 2, 1995 1 C a (Qr1 S . ( 01e rr 1
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ' Typed or Printed Name of Notary
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EXHIBIT "A" TO
BENTLEY 1 PARTNERSHIP
JOINT VF.NTIJRE AGREEMENT
DATED: OCTOBER 17, 1991
Initial Fraction
Joint Venturers Contribution Interests
WYNDHAM MANAGEMENT, INC.,
a Texas corporation MONO 60%
GREG JARVIE 111 10%
DAVID JARVIE 41111111111116 10%
JIM BOB JARVIE 10%
CHRIS PESEK 1035
eimiND 100%
, c.tMUE rlo' AMAMM =Nc. - T
ARTICLES OF AMENDMENT Sqo /f) /h p /,
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OF Pe& °''Stele o • /M e or
WYNDHAM MA INC. C oll _ 4 � ekss
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Pursuant to the provisions of Article 4.04 of the Texas Business Corporation Act.
undersigned corporation adopts the following Articles of Amendment to its Articles of *
Incorporation, which changes the name of the corporation from WYNDHAM MANAGEMENT.
INC. to CLARKE & WYNDHAM, INC. r
ARTICLE I. •
NAME .
The name of the corporation is WYNDHAM MANAGEMENT, INC
ARTICLE II.
na'rF
,QF ADOOM
The following amendment to the Articles of Incorporation was adopted by the
shareholders of the corporation on February 10, 1992.
Article One of the Articles of Incorporation is hereby amended to read as follows:
The name of the corporation is CLARKE & WYNDHAM, INC.
ARTICLE III.
rrr MBER OF SHHARE :.
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The number of shares of the corporation outstanding at the time of such adoption was
1,000, and the number of shares entitled to vote thereon was 1,000.
p.
The designation and number of outstanding shares of each class entitled to vote thereon as
a class were as follows:
ALA. Niliyugaszsliam
COMMON 1,000
ARTICLE IV. •
AppPTION BY CONSENT
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The holders of all of the shares outstanding and entitled to vote on said amendment have
signed a consent in writing adopting said amendment.
r1:BRUARY , 1992. ,
Dated this 26th day of .
WYNDHAM MANAGEMENT, INC.
PAUL J. CLARKE, President/ Secretary
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THE STATE OF TEXAS :
COUNTY OF BRAZOS :
BEFORE ME, the undersigned, a Notary Public, do hereby certify that on this day
of PERRIRRY , 1992, personally appeared before me PAUL J. CLARKE, who declared .
to me that he is the President/Secretary of the corporation executing the document, and being first
duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth
and declared that the statements therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before
written.
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Notary P lic, State of Texas
••• LYNETTE FRIDEL
J Nutal y PuDac. scare of texas My Commission Expires: 2 - 4 - 9 3
M commission Expires
FEB 4, 1993 LYNli'1 "1'I_I 1;1DEL
Typed or Printed Name of Notary
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