Office of the Secretary of State

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1 Corporations Section P.O.Box Austin, Texas Gwyn Shea Secretary of State Office of the Secretary of State CERTIFICATE OF INCORPORATION OF WOODBEND PINES HOMEOWNERS ASSOCIATION, INC. Filing Number: The undersigned, as Secretary of State of Texas, hereby certifies that ArticJes of Inrorporation for the above named corporation have been received in this office and have been found to conform to law. Accordingly, the undersigned, as Secretary of State, and by virtue of the authority vested in the Secretary by law, hereby issues this Certificate of Incorporation. Issuance of this Certificate of Incorporation does not authorize the use of a name in this state in violation of the rights of another under the federal Trademark Act of 1946, the Texas trademark law, the Assumed Business or Professional Name Act, or the common law. Dated: 03118/2002 Effective: 03118/2002 Gwyn Shea Secretary of State Come visit us on the internet at PHONE(512) FAX(512) Prepared by: Saleena Sahibdeen TTY7-1-1

2 Corporations Section P.O.Box Austin, Texas Gwyn Shea Secretary of State Office of the Secretary of State March 25, 2002 Attn: MARGARET BITNER WOODBEND BUILDERS INC 1319 CAMPBELL RD, SUITE 102 Houston, TX USA RE: WOODBEND PINES HOMEOWNERS ASSOCIATION, INC. File Number: It has been our pleasure to file the articles of incorporation and issue the enclosed certificate of incorporation evidencing the existence of the newly created corporation. Corporations organized under the Texas Non-Profit Corporation Act do not automatically qualify for an exemption from federal and state taxes. Shortly, the Comptroller of Public Accounts will be contacting the corporation at its registered office for information that will assist the Comptroller in setting up the franchise tax account for the corporation. If you need to contact the Comptroller about franchise taxes or exemption therefrom, you may contact the agency by calling (800) , by e mail to tax.help@cpa.state.tx.us or by writing P. O. Box 13528, Austin, TX Telephone questions regarding other business taxes, including sales taxes, should be directed to (800) Information on exemption from federal taxes is available from the Internal Revenue Service. Non-profit corporations do not file annual reports with the Secretary of State, but do file a report not more often than once every four years as requested by the Secretary. It is important for the corporation to continuously maintain a registered agent and office in Texas as this is the address to which the Secretary of State will send a request to file a periodic report. Failure to maintain a registered agent or office in Texas, failure to file a change to the agent or office information, or failure to file a report when requested may result in involuntary dissolution of the corporation. Additionally, a non-profit corporation will file documents with the Secretary of State if the corporation needs to amend one of the provisions in its articles of incorporation. Ifwe can be of further service at any time, please let us know. Sincerely, Corporations Section Statutory Filings Division (512) Enclosure Come visit us on the internet at PHONE(512) FAX(512) Prepared by: Saleena Sahibdeen TTY7-1-1

3 ARTICLES OF INCORPORATION OF FILED In the Office of the Secretary of State of TeXag MAR WOODBEND PTh"'ES HOMEO\VNERS.i ASSOCIATION0C~-\"\"~J:"'~ v,tf\..-',,,... ;n._r \,.../ ~'~"'fior'..,b,t... A NON-PROFIT CORPORATION The undersigned natural person of the age of twenty-one (21) years or more, a resident citizen of the State of Texas, acting as incorporator of a corporation under the Texas Non-Profit Corporation Act, hereby adopts the following Articles of Incorporation for such corporation: ARTICLE I The name of the corporation (hereinafter called the "Association") IS WOODBEND PINES HOMEOWNERS ASSOCIATION, INC. ' ARTICLE II The Association is a non-profit corporation. ARTICLE III The period of its duration is perpetual. ARTICLE IV The specific primary purposes for which the Association is formed are to provide for maintenance, preservation, and architectural control of the residence lots and common area within a certain subdivided tract of real property described as follows: A tract or parcel of land containing acres, more or less, out of the T.K. Wheeler Survey, Abstract No. 826, in Harris County, Texas, more commonly known as Woodbend Pines Subdivision, and to promote the health, safety, and welfare of the residents within the above-described subdivision and such additions thereto as may hereafter be brought within the jurisdiction of the Association for such purpose..

4 In furtherance of such purposes, the Association shall have power to: a. Perfonn all of the duties and obligations of the Association as set forth in a certain Declaration of Covenants, Conditions and Restrictions (the "Declaration") applicable to the Subdivision and to be recorded in the public records of Harris County, Texas; b. Affix, levy, and collect all charges and assessments pursuant to the tenns of the Declaration, and enforce payment thereof by any lawful means; and pay all expenses in connection therewith, and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed on the property of the Association; c. Acquire (by gift, purchase, or otherwise), mvi1, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate to public use, or otherwise dispose of real and personal property in connection with the affairs of the Association; d. Borrow money and, subject to the consent by vote or written instrument of two-thirds of the voting members, mortgage, pledge, convey by deed of trust, or hypothecate any or all of its real or personal property as security or money borrowed or debts incurred; e. Dedicate, sell or transfer all or any part of the common areas to any municipality, public agency, authority, or utility for such purpose and subject to such conditions as may be agreed upon by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds of each class of members, agreeing to such dedication, sale, or transfer; f Participate in mergers and consolidations with other non-profit corporations organized for the same purposes, or annex additional residential property 2

5 and common areas, provided that any merger, consolidation, or annexation shall have the consent by vote or written instrument of two-thirds of the members~ g. Have and exercise any and all powers, rights, and privileges that a corporation organized under the Texas Non-Profit Corporation Act by law may now or hereafter have or exercise. The Association is organized and shall be operated exclusively for the aforementioned purposes. The activities of the Association shall be financed by assessments on members as provided in the Declaration, and no part of any net earnings shall inure to the benefit of any member. ARTICLE V The street address of the initial registered office of the Association is 1319 Campbell Road, Suite 102, Houston, Texas and the name of its initial registered agent at such address is Abner Burnitt, Jr. ARTICLE VI Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject to covenants of record to assessments by the Association, including contract sellers, but excluding persons holding title merely as security for performance of an obligation, shall be a member of the Association. Membership shall be appurtenant to and may not be separated from ownership of a lot that is subject to assessment by the Association. ARTICLEVll The Association shall have two classes of voting members as follows: ClassA. Class A members shall be all Owners with the exception of the Declarant and shall be entitled to one vote for each lot in which they hold the interest required for membership. When more than one person holds such interest in any lot, all 3

6 such persons shall be members. The vote for such lot shall be exercised as they, among themselves determine, but in no event shall more than one vote be cast with respect to any lot. Class B. Class B member shall be Declarant and shall be entitled to ten (10) votes for each lot in which they hold the interest required for membership. Class B membership shall cease and be converted to Class A membership on the happening of either of the following events: i) when the total votes outstanding in the Class A membership equals three (3) times the total votes outstanding in the Class B membership; or ii) five (5) years from the date hereof ARTICLE VIII The number of Directors constituting the initial Board of Directors of the Association is three (3), and the names and addresses of the persons who are to serve as the initial Directors are: Address AR Bullard 1319 Campbell Rd., #102, Houston, Tx Abner Burnitt, Jr Campbell Rd., #102, Houston, Tx Margaret Bitner 1319 Campbell Rd., #102, Houston, Tx EXECUTED at Houston, Texas on WUcA, /5',

7 THE STATE OF TEXAS COUNTY OF HARRIS. I, 7J1tJ.. O~-t &;tyua.,,a notary public, do hereby certity that on 'lhtlaca /5,2002, personally appeared before me ~ ~Jf', Who being by me first duly sworn, declared that he is the person who sign the foregoing document as an incorporator, and that the statements contained therein are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written. Notary P he In and for Texas 5

Form #17 ARTICLES OF INCORPORATION OF SHRINE CLUB HOLDING CORPORATION

Form #17 ARTICLES OF INCORPORATION OF SHRINE CLUB HOLDING CORPORATION We, the undersigned, residents of the state of, being of lawful age, and members of Shrine Club of Shriners, do hereby associate ourselves