I, the undersigned natural person over the age of 18, acting as President and Registered Agent of the Corporation, adopt the following amended Articles of Incorporation of "THE OLDE TOWN OWNERS' ASSOCIATION, INC." to the original filed Articles on April 8, 2002 to the Secretary of State of Texas.
ARTICLE I
NAME
The name of the Corporation is "THE OLDE TOWN OWNERS' ASSOCIATION, !NC."
ARTICLE 2
NONPROFIT CORPORATION
The Corporation is a nonprofit corporation. When it dissolves, all of its assets will be distributed to the State of Texas or an organization exempt from taxes under Internal Revenue Code Section 528 for one or more purposes exempt under the Texas franchise tax.
ARTICLE 3
DURATION
The Corporation will continue in perpetuity.
ARTICLE 4
PURPOSES
The purposes for organizing the Corporation are to provide for the management, maintenance, and care of corporate property.
ARTICLE 5
POWERS
Except as these Articles otherwise provide, the Corporation has all the powers provided in the Texas Non-Profit Corporation Act. Moreover, the Corporation has all implied powers necessary and proper to carry out its express powers. The Corporation shall not remunerate members, directors, or officers for services rendered to or for the Corporation in furtherance of one or more of its purposes.
ARTICLE 6
RESTRICTIONS AND REQUIREMENTS
The Corporation shall not pay dividends or any corporate income to its members, directors, or officers, or otherwise accrue distributable profits, or permit the realization of private gain through the use of Corporate assets. The Corporation may not take any action prohibited by the Texas Non-Profit Corporation Act. The Corporation may not engage in any activities, except to an insubstantial degree, that do not further its purposes as set forth in these Articles. The Corporation may not take any action that would be inconsistent with the requirements for a tax exemption under Internal Revenue Code Section 528 and related regulations, rulings, and procedures.
ARTICLE 7
MEMBERSHIP
The Corporation will have one class of members as provided in the bylaws.
ARTICLE 8
REGISTERED OFFICE AND AGENT
The street address of the Corporation's registered office is 705 Creek Walk Pl, Arlington, Texas 76015.
***name of registered agent omitted***
ARTICLE 9
MANAGING BODY OF CORPORATION
The management of the corporation is vested in its Board of Directors and such committees of the board that the board may, from time-to-time, establish. The bylaws will provide the qualifications, manner of selection duties, terms, and other matters relating to the Board of Directors.
In electing directors, members may not cumulate their votes by giving one candidate as many votes as the number of directors to be elected or by distributing the same number of votes among any number of candidates.
The Board of Directors will consist of three (3) persons. The current Board consists of the following persons at the following addresses: 705 Creek Walk Pl, Arlington, TX. 76015
The number of directors may be increased or decreased by amending bylaws. The number of directors may not be decreased to fewer than three.
***names of Directors are omitted***
ARTICLE 10
LIMITATION ON LIABILITY OF DIRECTORS
A director is not liable to the Corporation or members for monetary damages for an act or omission in the director's capacity as director except as otherwise provided by a Texas statute.
ARTICLE II
INDEMNIFICATION
The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent in litigation or other proceedings because the person is or was a director or other person related to the Corporation as provided by the provisions of the Texas Non-Profit Corporation Act governing indemnification. As the bylaws provide, the Board may define the requirements and limitations for the Corporation to indemnify directors, officers, members, or others related to the Corporation.
ARTICLE 12
CONSTRUCTION
All references in these Articles to statutes, regulations, or other sources of legal authority refer to the authorities cited, or their successors, as they may be amended from time to time.
ARTICLE 13
ACTION BY WRITTEN CONSENT
Action may be taken by use of signed written consents by the number of members, directors, or committee members whose vote would be necessary to take action or a meeting at which all such persons entitled to vote were present and voted. Each written consent must bear the date of signature of each person signing it. A consent signed by fewer than all of the members, directors, or committee members is not effective to take the intended action unless consents, signed by the required number of persons, are delivered to the Corporation within 60 days after the date of the earliest-dated consent delivered to the Corporation. Delivery must be made by hand, or by certified or registered mail, return receipt requested. The delivery may be made to the Corporation's registered office, registered agent, principal place of business, transfer agent, registrar, exchange agent, or an officer or agent having custody of books in which the relevant proceedings are recorded. If delivery is made to the Corporation's principal place of business, the consent must be addressed to the president or principal executive officer.
The Corporation will give prompt notice of the action taken to persons who do not sign consents. If the action requires documents to be filed with the Secretary of State, the filed documents will state that the written-consent procedures have been properly followed.
A telegram, telex, cablegram, email or similar transmission by a member, director, or committee member, or photographic, facsimile, or similar reproduction of a signed writing is to be regarded as being signed by tile member, director, or committee member.
I execute these Articles of Incorporation on 22 DAY of JANUARY 2025