ARTICLES OF INCORPORATION

ARTICLES OF INCORPORATION

OF

PINELOCH COMMUNITY ASSOCIATION INC.

STATE of TEXAS
COUNTY of HARRIS

KNOW ALL MEN BY THESE PRESENTS:

We, the undersigned natural persons of the age of eighteen (18) years or more, all of whom are citizens of the State of Texas, acting as incorporators of a corporation under the Texas Non-Profit Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

This corporation shall be known as PINELOCH COMMUNITY ASSOCIATION INC. and by and under such name it shall conduct and transact all its business.

The street address of the corporation's initial registered office is 811 Dallas Avenue, Suite 830, Houston, Texas 77002, and the name of the initial registered agent at such address is CT Corporation System.

The corporation (hereinafter called the "Association") is a non-profit corporation.

The Association is formed for the purposes of providing for maintenance, preservation and architectural control of the property subject to the Declaration of Covenants, Conditions and Restrictions (hereinafter called the "Declaration") applicable to Bay Glen, Section One, a subdivision in Harris County, Texas, described in the plats (hereinafter referred to as the "Plats") recorded in Volume 334, Page 68 of the Map Records of Harris County, Texas, and any additional property that may hereafter be made subject to the Declaration; and to promote the health, safety and welfare of the residents within the above- described property and any additional property that may hereafter be brought within the jurisdiction of this Association and for these purposes to:

(a)	exercise all of the powers and privileges and perform all of the duties and obligations of the Association as set forth in the Declaration;
(b)	fix, levy, collect and enforce payment of, by any lawful means, all charges or assessments pursuant to the terms of the Declaration; 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 against the property of the Association;
(c)	acquire (by gift, purchase or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personal property in connection with the affairs of the Association;
(d)	borrow money, and with the assent of two- thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred;
(e)	dedicate, sell, transfer or otherwise convey all or any part of the Common Open Areas (as defined in the Declaration) to any public agency, authority, community association or utility for such purposes and subject to such conditions as may be agreed to by the members.  Except as to a dedication or conveyance made to a utility for utility purposes, no such dedication, transfer or conveyance shall be effective unless an instrument has been signed by two- thirds (2/3) 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 or similar purposes as the Association, provided that any such merger or consolidation shall have the assent of two- thirds (2/3) of each class of members;
(g)	annex additional residential property and common areas, as provided in the Declaration; and
(h)	have and exercise any and all powers, rights and privileges which a corporation organized under the Texas Non- Profit Corporation Act by law now or here- after may have or exercise; provided that none of the objects or purposes herein set out shall be construed to authorize the Association to do any act in violation or said Non-Profit Corporation Act, and all such objects or purposes are subject to such Act.

Each person or entity who is a record owner of a fee or undivided fee interest in any property which is subject by the Declaration to assessment by the Association, including contract sellers, shall be a member of the Association.  The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation.  Membership shall be appurtenant to and may not be separated from ownership of the property which is subject to assessment by the Association.  Ownership of such property shall be the sole Qualification for membership.

The Association shall have two classes of voting membership:

Class A:

Class A members shall be all owners with the exception of Friendswood Development Company (the Declarant, as defined in the Declaration).  Each Class A member shall be entitled to one vote for each lot or commercial unit owned, lots and commercial units being defined in the Declaration.  When more than one person holds an interest in any lot or commercial unit, the vote for such lot or commercial unit shall be exercised as the owners among themselves determine, but in no event shall more than one vote be cast with respect to any lot or commercial unit.  Owners shall have the right to assign their voting rights hereunder to renters or other persons as they may designate by use of a proxy, fully executed and acknowledged.

Class B:

The Class B member shall be Friendswood Development Company, and the Class B member shall be entitled to three votes for each lot or commercial unit owned.  Class B membership shall cease and be converted to Class A membership on the earlier of the following dates: (a) the date on which the total votes outstanding in the Class A membership equal or exceed the total votes outstanding In Class B membership; or (b) January 1, 1996.

The affairs of this Association shall be managed by a Board of five (5) Directors, who need not be members of the Association.  The number of directors may be changed by amendment of the By-Laws of the Association.  The names and street addresses of the persons who are to act in the capacity of initial directors until the selection of their successors are:

Dwayne L. Sparks	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Edward J. Boado	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Connie Emshoff	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Carolyn Odom	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Charles A. Monaghan	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058

At the first annual meeting the members shall elect three (3) directors for a term of one (1) year, and two (2) directors for a term of two (2) years; and at annual meetings thereafter the members shall elect directors for two (2) year terms as needed to restore Board membership to five (5) directors.

The name and street address of each incorporator is:

Charles A. Monaghan	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Dwayne L. Sparks	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058
Edward J. Boado	2525 Bay Area Blvd., Suite 600, Houston, Texas 77058

Amendment of these Articles shall require the assent in writing of two-thirds (2/3) of the entire membership.

The Association may be dissolved with the assent in writing of not less than two-thirds (2/3) of the members at the time of dissolution.  Upon dissolution of the Association, other than incident to a merger or consolidation, the liabilities and obligations of the Association shall be paid, satisfied and discharged, and the assets of the Association then remaining shall be dedicated to an appropriate public agency to be used for purposes similar to those for which the Association was created.  In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any nonprofit corporation, association, trust or organization to be devoted to such similar purposes.

The Association shall exist perpetually.

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of Texas, we, the undersigned, constituting the incorporators of this Association, have executed these Articles or Incorporation this 30th day of April, 1986.

/s/ Charles A Monaghan

/s/ Dwayne L. Sparks

/s/ Edward J. Boado

Comments and questions about the Pineloch Community Association may be emailed to the Management Company at CMSI.

Comments and questions about the PCA web site may be emailed to the site curator at .  (NOTE: Be sure to put "PINELOCH" or "PCA" in the message subject line, so my spam filter doesn't kill it before I see it!)