Articles Of Incorporation Consolidated

ARTICLES OF INCORPORATION

OF

HOLIDAY LAKE ESTATES CIVIC CLUB, INC.

WE, the undersigned natural persons of the age of eighteen (18) years or more, at least two (2) 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:

ARTICLE  ​​​​ ONE

The name of the corporation is HOLIDAY LAKE ESTATES CIVIC CLUB, INC.

ARTICLE  ​​​​ TWO

The Corporation is a Non-Profit Corporation.

ARTICLE  ​​​​ THREE

The period of its duration is PERPETUAL, unless sooner dissolved as provided by law in such instances.

**** NOTE: ​​ the following notation was added by a 1992 Amendment:

The amendments were adopted in the following manner:
The amendments were adopted at a meeting of the members held on the 26th day of Sept, ​​ 1992 at which a quorum was present and the amendment received at least two-thirds of the votes which members present or represented by proxy at such meeting were entitled to cast.

ARTICLE  ​​​​ FOUR

The purposes for which the Corporation is organized are:

(1). The specific and primary purposes are to promote the civic and social welfare in the area defined as the HOLIDAY LAKE ESTATES SUBDIVISION as such area is defined by the Plat thereof appearing of record in Volume 192, Pages 288 et seq. of the Deed Records of Polk County, Texas; and, as the same is further depicted in the Plat Records in the Office of the County Clerk of Polk County, Texas.

(2). The general purposes and powers are to organize and promote mutual recreational facilities and civic endeavors for the enjoyment by the lot owners of HOLIDAY LAKE ESTATES SUBDIVISION.

(3). Notwithstanding any of the above statements of purposes and powers, this Corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this Corporation

This Corporation is organized pursuant to the Texas Non-Profit Corporation Act and does not contemplate pecuniary gain or profit to the members thereof and is organized for non-profit purposes.

ARTICLE  ​​ ​​​​ FIVE

The street address of its initial registered office of the Corporation is: Route 1, Box 154, Goodrich. Texas 77335: and, the name of its initial registered agent at such address is:

HAYES KENNEDY.

ARTICLE  ​​​​ SIX

The number of directors constituting the initial Board of Directors of the Corporation is Three (3), and the names and addresses of the persons who are to serve as the initial Board of Directors are:

__________________________________________________________________

***** NOTE: ​​ The names listed below are from the original 1975 document ​​ *****

ARTICLE  ​​ ​​​​ SEVEN

The name and address of each incorporator is:

IN WITNESS WHEREOF, we have hereunto set our hands, this the 9 Day Of 0ctober, ​​ 1975.

Hayes ​​ Kennedy

Ken Challenger

Betty Challenger

(signatures appear above names)

**** End of signatures from original 1975 document ****

__________________________________________________________________

ARTICLE  ​​ ​​​​ EIGHT

Pursuant to Article 13.02-7.06, Vernon's Annotated Texas Statutes, a director of the corporation shall not be liable to the corporation or its members tor monetary damages for an act or omission in the directors capacity as a director, except that to the extent otherwise provided by Statute by the State of Texas. This Article shall not eliminate or limit the liability of a director for the following actions:

• a breach of a director's duty of loyalty to the corporation or its shareholders or members;

• an act or omission not in good faith or that involves intentional misconduct or a knowing violation of the law;

• a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office;

• an act or omission for which the liability of a director is expressly provided for by statute.

ARTICLE  ​​ ​​​​ NINE

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 a person related to the corporation. As provided in the Bylaws of the corporation, the board of directors shall have the power to define the requirements and limitations tor the corporation to indemnify directors, officers, or other persons related to the corporation.