PLAN OF MERGER
OF
CYPRESSWOOD PROPERTY OWNERS ASSOCIATION, INC.
With and into
TABLE OF CONTENTS
ARTICLE IV. PURPOSES AND POWERS
ARTICLE VIII. BOARD OF DIRECTORS
PLAN OF MERGER
OF
CYPRESSWOOD PROPERTY OWNERS ASSOCIATION, INC.
With and into
CYPRESSWOOD PROPERTY OWNERS ASSOCIATION, INC., a Texas non-profit corporation (“CYPRESSWOOD POA”), and CYPRESSWOOD HOMEOWNERS IMPROVEMENT ASSOCIATION, a Texas non-profit corporation (“CYPRESSWOOD HIA” or sometimes also referred to as the “Surviving Corporation”), agree as follows:
1.01. A Plan of Merger of CYPRESSWOOD POA with and into CYPRESSWOOD HIA, pursuant to the provisions of Articles 1396-5.01 through 1396-5-6 of the Texas Non-Profit Corporation Act (“Plan of Merger”), is adopted as follows:
(a) CYPRESS WOOD POA shall be merged with and into CYPRESSWOOD HIA to exist and be governed by the laws of the State of Texas.
(b) The name of the Surviving Corporation shall be CYPRESSWOOD HOMEOWNERS IMPROVEMENT ASSOCIATION, however, the name of the Surviving Corporation shall be changed to CYPRESSWOOD COMMUNITY ASSOCIATION by amending its Articles of Incorporation as set forth in Section 4.01.
(c) On the effective date of the merger, the separate existence of CYPRESSWOOD POA shall cease and the Surviving Corporation shall succeed, without other transfer, to all the rights and property of CYPRESSWOOD POA and shall be subject to all the debts and liabilities of CYPRESSWOOD POA in the same manner as if the Surviving Corporation had itself incurred them. All rights of creditors and all liens upon the property subject to the jurisdiction of each corporation shall be preserved unimpaired.
(d) The Surviving Corporation will carry on business with the assets of CYPRESSWOOD POA as well as with the assets of CYPRESSWOOD HIA.
(e) On the effective date of the merger, the members of CYPRESSWOOD) POA will, without other transfer, become members of CYPRESSWOOD HIA and the members of CYPRESSWOOD HIA will retain their membership as members of the Surviving Corporation.
(f) On the effective date of the merger, the then members of the Board of Directors of CYPRESSWOOD POA AND CYPRESSWOOD HIA shall constitute the Board of the Surviving Corporation.
(g) The real property under the jurisdiction of CYPRESSWOOD POA is
(i) Cypresswood, Section Seven, a subdivision located in Harris County, Texas according to the map or plat thereof filed of record in Volume 253, Page 118 of the Map Records of Harris County, Texas;
(ii) Cypresswood, Section Eight a subdivision located in Harris County, Texas according to the map or plat thereof filed of record in Volume 270, Page 23 of the Map Records of Harris County, Texas;
(iii) Cypresswood, Section Nine, a subdivision located in Harris County, Texas according to the map or plat thereof filed of record in Volume 270, Page 30 of the Map Records of I-lards County, Texas;
(iv) Cypresswood, Section Eleven, a subdivision located in Harris County, Texas according to the map or plat thereof filed of record in Volume 285, Page 76 of the Map Records of Harris County, Texas; and
(v) Cypresswood, Section Twelve, a subdivision located in Harris County, Texas according to the map or plat thereof filed of record in Volume 296, Page 35 of the Map Records of Harris County, Texas.
(h) The CYPRESSWOOD POA SUBDIVISIONS are encumbered by those covenants, conditions, and restrictions contained within those certain instruments entitled:
1. “Declaration of Covenants, Conditions and Restrictions for Cypresswood, Sections Seven and Eight Subdivisions in Harris County, Texas filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk’s File No. F678311;
2. “Annexation to Declaraton” for Cypresswood, Section Nine filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk’s File No. G131237 for Cypresswood, Section Nine filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. G13 1237;
3. "Annexation to Declaration" for Cypresswood, Section Eleven filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. H417463;
4. "Annexation to Declaration" for Cypresswood, Section Twelve filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. 11079117; and
5. "Amendment to Declarations for Cypresswood Subdivision, Sections Seven (7), Eight (8) Also Applicable to Cypresswood, Sections, Nine (9), Eleven (11) and Twelve (12)" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. T250218 (the "CYPRESSWOOD POA DECLARATIONS").
THE CYPRESS WOOD POA DECLARATIONS will continue to encumber the CYPRESSWOOD POA SUBDIVISIONS after the effective date of the In merger.
(i) The real property currently under the jurisdiction of CYPRESS WOOD HIA is:
1. Cypresswood, Section One, a subdivision recorded in 1-Harris County, Texas, according to the map or plat thereof filed of record in Volume 172, Page 106 of the Map Records of Harris County, Texas;
2. Cypresswood, Section Two, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 182, Page 44 of the Map Records of Harris County, Texas;
3. Cypresswood, Section Three, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 189, Page 109 of the Map Records of Harris County, Texas;
4. Cypresswood, Section Four, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 191, Page 125 of the Map Records of Harris County, Texas;
5. Cypresswood, Section Five, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 200, Page 15 of the Map Records of Harris County, Texas;
6. Cypresswood, Section Six, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 242, Page 1 of the Map Records of Harris County, Texas; and
7. Cypresswood, Section Ten, a subdivision recorded in Harris County, Texas, according to the map or plat thereof filed of record in Volume 266, Page 47 of the Map Records of Harris County, Texas; (the "Cypresswood HIA Subdivisions").
(j) The CYPRESSWOQD HIA SUBDIVISIONS are encumbered by those covenants, conditions, and restrictions contained within those certain instruments entitled:
1. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section One, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. D214938;
2. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Two, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Hart-is County, Texas, under County Clerk's File No. D420485;
3. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Three, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. D555050 as amended by tat certain instrument entitled "Amendment to Covenants and Restrictions for Cypresswood, Section Three, A Subdivision in Harris County, Texas" flied of record in the Official Public Records of Real Property of Harris County, Texas under County Clerk's File No D617498;
4. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Four, A Subdivision in Harris County, Texas" tiled of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. D623838;
5. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Five, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. E107348.
6. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Six, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. E933410;
7. "Declaration of Covenants, Conditions and Restrictions for Cypresswood, Section Ten, A Subdivision in Harris County, Texas" filed of record in the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No, H71 9040; and
8. "Amendment to Declarations for Cypresswood Subdivision, Sections One (1), Two (2), Three (3), Four (4), Five (5), Six (6) and Ten (10)" filed of record in. the Official Public Records of Real Property of Harris County, Texas, under County Clerk's File No. '1250217 (the "CYPRESSWOOD HIA DECLARATIONS").
THE CYPRESSWOOD HIA DECLARATIONS will continue to encumber the CYPRESSWOOD HIA SUBDIVISIONS upon the effective date.
(k) Upon the effective date of the merger, the amount of the Annual Maintenance Charge for the year of the effective date of the merger and for every year thereafter and Special Assessments (the "Assessments") paid by owners of property in the CYPRESSWOOD POA SUBDIVISIONS shall be the same amount as the amount paid by owners of property in CYPRESSWOOD HIA SUBDIVISIONS, Provided, however, the owners in CYPRESSWOOD HIA SUBDIVISIONS shall receive a one lime credit in the amount of Eighty Dollars and No/100 $80.00 against the Annual Maintenance Charge for the year immediately following the effective date of the merger. This credit is based upon the more favorable financial condition of CYPRESSWOOD HIA.
(l) Owners of property in both the CYPRESSWOOD POA SUBDIVISIONS and CYPRESSWOOD SUBDIVISIONS shall be equally bound by all the resolutions of the Board of Directors of the Surviving Corporation adopted before and after the effective date of merger as same may be applicable.
(m) The Board of Directors of the Surviving Corporation shall serve as the Architectural Control Committee for both the CYPRESSWOOD POA SUBDIVISIONS and the CYPRESSWOOD HIA SUBDIVISIONS.
1.02. The term "effective date of the merger," as used in this Plan of Merger, shall be the date when a certificate of merger is issued by the Secretary of State of Texas, approving the merger of CYPRESSWOOD POA into CYPRESSWOOD HIA.
2.01. As a material inducement to the Surviving Corporation to execute this Agreement and perform its obligations hereunder, CYPRESSWOOD POA represents and warrants to the Surviving Corporation as follows:
(a) CYPRESSWOOD POA is a non-profit corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with corporate power and authority to own property and carry on its business as it is now being conducted.
(b) CYPRESSWOOD POA has furnished the Board of Directors of CYPRIESSWOOD HIA with the audited balance sheet of CYPRESSWOOD POA as of December 31, 2000, and the related audited statement of income for the twelve (12) months then ended, and an interim unaudited balance sheet (the "Balance Sheet") as of August 31, 2001, (the "Balance Sheet Date") and the related statement of income for the eight (8) month period then ended. Such financial statements: (i) are in accordance with the books and records of CYPRESS WOOD POA; (ii) fairly present the financial condition of CYPRESSWOOD POA as of such dates and the results of its operations as of and for the periods therein specified, all prepared in accordance with generally accepted accounting principles applied upon a basis consistent with prior accounting periods; and (iii) disclose in accordance with generally accepted accounting principles all of the debts, liabilities, and obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of CYPRESS WOOD POA at the Balance Sheet Date.
(c) All required federal, state, and local tax returns, if any, of CYPRESSWOOD POA have been accurately prepared and duly and timely filed, and all federal, state and local taxes required to be paid, if any, with respect to the periods covered by such returns, have been paid. CYPRESSWOOD POA has never had any tax deficiency proposed or assessed against it, which remains unpaid and has not executed any waiver of any statute of limitations on the assessment or collection of any tax.
(d) CYPRUS SWOOP POA represents that the only ongoing contracts to which CYPRESSWOOD POA is a party are as follows:
Management: CMC, Chaparral Management Company, Inc.
Pest Control: Cypress Creek Pest Control, Inc.
Landscape: Summit Landscaping
(e) CYPRES SWOOP POA has not, since the Balance Sheet Date, entered into any transaction other than in the ordinary course of business and there has not been any material adverse change in, or event or condition materially and adversely affecting, the condition (financial or otherwise), properties, assets or liabilities of CYPRESSWOOD POA. CYPRESSWOOD POA agrees to immediately inform CYPRESSWOOD HIA in writing of any obligations it incurs, which have not been disclosed in this Plan of Merger.
(f) There are no legal actions, suits, arbitrations, or other legal or administrative proceedings pending or threatened against CYPRESS WOOD POA which would affect it, its properties, assets or business; and CYPRESS WOOD POA is not aware of any facts which, to its knowledge, might result in any action, suit, arbitration or other proceeding which in turn might result in any material adverse change in the business or condition (financial or otherwise) of CYPRESSWOOD POA or its properties or assets. CYPRESSWOOD POA is not in default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality.
(g) All material facts concerning or relating to CYPRESSWOOD POA have been disclosed.
(h) All owners and residents of the CYPRESS WOOD I-HA Subdivisions shall be entitled to use any property, real or personal, currently owned and/or operated by CYPRESSWOOD POA in the same manner and under the same terms as current members of CYPRESSWOOD POA, their family, guests and tenants.
(i) CYPRESS WOOD POA hereby agrees that from time to time, as and when requested by the Surviving Corporation or by its successors or assigns, it will execute and deliver or cause to be executed and delivered, all such deeds and other instruments, and will take or cause to be taken such further or other actions as the Surviving Corporation may deem necessary or desirable in order to vest or perfect in, or confirm of record or otherwise to, the Surviving Corporation title to, and possession of, all the property, rights, privileges, and powers referred to in Article I hereof; and otherwise to carry out the intent and purposes of this Plan of Merger.
2.02. As a material inducement to CYPRESSWOOD POA to execute this Plan of Merger and perform its obligations hereunder, CYPRESSWOOD HIA represents and warrants to CYPRESSWOOD POA as follows:
(a) CYPRESSWOOD HIA is a non-profit corporation duly organized, validly existing, and in good standing under the laws of the State of Texas, with corporate power and authority to own property and carry on its business as it is now being conducted.
(b) CYPRESSWOOD HIA has furnished the Board of Directors of CYPRESSWOOD POA with the audited balance sheet of CYPRESSWOOD HIA as of December 31, 2000, and the related audited statement of income for the twelve (12) months then ended, and an interim unaudited balance sheet (the “Balance Sheet”) as of August 31, 2001, (the "Balance Sheet Date") the related statement of income for the eight (8) month period then ended. Such financial statements: (i) are in accordance with the books and records of CYPRESSWOOD HIA; (ii) fairly present the financial condition of CYPRESSWOOD HIA as of such dates and the results of its operations as of and for the periods therein specified, all prepared in accordance with generally accepted accounting principles applied upon a basis consistent with prior accounting periods; and (iii) disclose in accordance with generally accepted accounting principles all of the debts, liabilities, and obligations of any nature (whether absolute, accrued, contingent, or otherwise and whether due or to become due) of CYPRESSWOOD HIA at the Balance Sheet Date.
(c) All required federal, state, and local tax returns, if any, of CYPRESSWOOD HIA have been accurately prepared and duly and timely filed, and all federal, state and local taxes required to be paid, if any, with respect to the periods covered by such returns, have been paid. CYPRESSWOOD HIA has never had any tax deficiency proposed or assessed against it, which remains unpaid and has not executed any waiver of any statute of limitations on the assessment or collection of any tax.
(d) CYPRESS WOOD HTA represents that the only contracts to which CYPRESSWOOD HIA is a party are as follows:
Management: CMC, Chaparral Management Company
Pest Control; Cypress Creek Pest Control, Inc.
Landscaping: SUMMIT Landscaping
(e) CYPRESSWOOD [HA has not, since the Balance Sheet Date, entered into any transaction other than in the ordinary course of business and there has not been any material adverse change in, or event or condition materially and adversely affecting, the condition (financial or otherwise), properties, assets or liabilities of CYPRESS WOOD HIA. CYPRESSWOOD HIA agrees to immediately inform CYPRESSWOOD POA in writing of any obligations it incurs, which have not been disclosed in this Plan of Merger.
(f) There are no legal actions, suits, arbitrations, or other legal or administrative proceedings pending or threatened against CYPRESSWOOD HIA which would affect it, its properties, assets or business; and CYPRESS WOOD I-HA is not aware of any facts which, to its knowledge, might result in any action, suit, arbitration or other proceeding which in turn might result in any material adverse change in the business or condition (financial or otherwise) of CYPRESSWOOD HIA or its properties or assets. CYPRESSWOOD HIA is not in default with respect to any judgment, order or decree of any court or any governmental agency or instrumentality.
(g) All material facts concerning or relating to CYPRESSWOOD HIA have been disclosed.
(h) From and after the effective date of the merger, all residents and owners of property in the CYPRESSWOOD POA SUBDIVISION shall be treated equally and in the same manner as the current members of CYPRESSWOOD HIA.
(i) CYPRESSWOOD HIA, as the Surviving Corporation shall function as the property owners association for both the CYPRESSWOOD HIA SUBDIVISIONS and the CYPRESSWOOD POA SUBDIVISION. CYPRESSWOOD HIA shall have, possess and exercise all rights, powers and authority reserved to CYPRESSWOOD POA in the CYPRESSWOOD POA DECLARATIONS provided.
(j) All owners and residents of the CYPRESSWOOD POA Subdivisions shall be entitled to use any property, real or personal, currently owned and/or operated by CYPRESSWOOD HIA in the same manner and under the same terms as current members of CYPRESSWOOD HIA, their family, guests and tenants.
Section 2.03. CYPRESSWOOD POA and CYPRESSWOOD IDA are both parties to the following contracts:
Garbage: Republic Waste Services
On-Line Services NeighborNet Community Online, L.L.C.
Pool: DS Recreational Services, Inc.
Law Enforcement Services: Harris County
Secured Obligation per Deeds
of Trust for Purchase of Real Property: Klein Bank
Section 2.04. CYPRESSWOOD POA and CYPRESSWOOD HIA both receive income from TCI Cablevision in accordance with the Release and Contract of Settlement entered in Cause No. 93-027716; Cypresswood Community Improvement Association, Cypresswood Homeowners Association and Cypresswood Property Owners Association vs. Prime Cable Income Farmers et al; In the 333rd Judicial District of Harris County, Texas.
Section 2.05. CYPRESSWOOD POA and CYPRESSWOOD HIA are co-owners of the real property described in the deeds tiled of record in the Official Public Records of Real Property of Harris County, Texas under County Clerk's File Nos. T604636, T790277 and T873700.
Section 2.06. All statements contained in any memorandum, certificate, letter, document, or other instrument delivered by or on behalf of CYPRESSWOOD POA or CYPRESSWOOD HIA pursuant to this Agreement shall be deemed representations and warranties made by such parties, respectively, to each other under this Plan of Merger. The covenants, representations, and warranties of the parties shall survive the effective date of the merger, and all inspections, examinations, or audits on behalf of the parties For a period of one (1) year following the effective date of the merger.
3.01. As a further inducement to each other to enter into this Plan of Merger, both CYPRESSWOOD POA and CYPRESSWOOD HIA agree as follows:
(a) Except as limited by Subparagraph (b) of this Paragraph 3.01, pending consummation of the merger, both CYPRESSWOOD POA and CYPRESSWOOD WA will carry on their business in substantially the same manner as heretofore and will use their best efforts to maintain their business organizations intact, and to maintain their relationships with contractors and others having business relationships with it.
(b) Except with the prior consent in willing of the other corporation neither CYPRESSWOOD POA nor CYPRESSWOOD HIA, pending the effective date of the merger shall:
(i) create or issue any indebtedness for borrowed money;
(ii) enter into any transactions, contracts, or agreements other than renewals or replacements of existing contracts under the same or substantially similar terms.
3.02 This Plan of Merger shall be submitted separately to the members of CYPRESSWOOD POA and CYPRESSWOOD POA in the manner provided by the Texas Non-Profit Corporation Act, Bylaws and Articles of Incorporation of each corporation for approval.
3.03. Except as may be expressly waived in wilting by CYPRESSWOOD POA, CYPRESSWOOD HIA shall satisfy, prior to or on the effective date of the merger, each of the following conditions:
(a) The representations and warranties made by CYPRESSWOOD HIA to CYPRESSWOOD POA in Article II hereof and in any documents delivered pursuant hereto shall be deemed to have been made again on the effective date of the merger and shall then be true and correct in all material respects, and CYPRESSWOOD HIA shall not have discovered any material error, misstatement, or omission therein.
(b) CYPRESSWOOD HIA shall have performed and complied with all agreements and conditions required by this Plan of Merger to be performed and complied with by it, prior to, or on the effective date of the merger.
(c) No action or proceeding by any governmental body or agency shall have been threatened, asserted, or instituted to restrain or prohibit the carrying out of the transactions contemplated by this Plan of Merger.
(d) CYPRESSWOOD HIA shall have delivered to CYPRESSWOOD POA a certificate dated the effective date of the merger executed in its corporate name by its President or any Vice President, certifying to the satisfaction of the conditions specified in subparagraphs (a), (b) and (c) of this Paragraph 3.03.
3.04. Except as may be waived in writing by CYPRESSWOOD HIA. CYPRESSWOOD POA shall satisfy, prior to or on the effective date of the merger, each of the following conditions:
(a) The representations and warranties of CYPRESSWOOD POA to CYPRESSWOOD HIA in Article II hereof and in any documents delivered pursuant hereto shall be deemed to have been made again on the effective date of the merger and shall then be true and correct, and CYPRESSWOOD POA shall not have discovered any material error, misstatement, or omission therein.
(b) CYPRESSWOOD POA shall have performed and complied with all agreements or conditions required by this Plan of Merger to be performed and complied with by it, prior to, or on the effective date of the merger.
(c) No action or proceeding by any govermnental body or agency shall have been threatened, asserted, or instituted to restrain or prohibit the carrying out of the transactions contemplated by this Plan of Merger.
(d) CYPRESSWOOD POA shall have delivered to CYPRESSWOOD HIA a certificate, dated the effective date, executed in its corporate name by the President and Secretary of CYPRESSWOOD HIA and certifying to the satisfaction of the conditions specified in Subparagraphs (a), (b) and (c) of this Paragraph 3.04.
4.01. The Articles of' Incorporation of CYPRESSWOOD HIA, existing on the effective date of the merger, shall continue in frill force as the Articles of Incorporation of the Surviving Corporation, except Articles I, IV and VIII of the Articles of Incorporation of the Surviving Corporation shall be amended to read as follows:
The name of the corporation is Cypresswood Community Association, hereinafter referred to as the “Association”.
The purposes for which the Association is organized are as follows:
(1) The specific and primary purpose for which this Association is organized is to represent the collective interests of: Cypresswood, Sections One through Twelve, inclusive, all subdivisions located in Harris County, Texas, according to the maps or plats thereof recorded in the Map Records of Harris County. Texas and any other subdivisions in Harris County, Texas brought within the jurisdiction of the Association (the "Property"). IT SHALL NOT BE ONE OF THE PURPOSES OF TILE ASSOCIATION TO PROVIDE SECURITY TO THE RESIDENTS OF THE PROPERTY OR THEIR GUESTS AND INVITEES. NEITHER THE ASSOCIATION, ITS BOARD, NOR ITS OFFICERS OR DIRECTORS SHALL EVER IN ANY WAY, BE CONSIDERED INSURERS OR GUARANTORS OF SECURITY WITHIN THE PROPERTY NOR SHALL THEY BE LIABLE FOR ANY LOSS OR DAMAGE BY REASON OR ALLEGED FAILURE TO PROVIDE ADEQUATE SECURITY OR INEFFECTIVENESS OF SECURITY MEASURES UNDERTAKEN, IF ANY.
(2) The general powers of the Association are:
(a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in the restrictive covenants applicable to the Property as amended from time to time, and filed of record in the Official Public Records of Real Property of Harris County, Texas (the "Declaration");
(b) fix, levy, collect, and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to 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 at least two-thirds (2/3rds) of a quorum of the membership present in person or by proxy at a special meeting of the membership, 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) to engage the services of agents, independent contractors or employees to manage, operate or perform all or any part of the affairs and business of the Association;
(f) to do and perform any and all lawful things and acts which in its discretion are necessary or desirable in carrying out any and all purposes for which the Association is formed, and pay costs and/or expenses in connection therewith; and
(g) have and to exercise any and all powers, rights and privileges which a corporation organized under the Texas Non-Profit Corporation Act by law may now or hereafter have or exercise.
The affairs of the Association shall be managed by a Board of seven (7) directors, all of whom must be members in good standing of the Association and none of whom reside with any other current member of the Board. Provided, however, the members of the Board of Directors of both Cypresswood Property Owners Association, Inc. and Cypresswood Homeowners Improvement Association on the effective date of the merger between these two entities shall remain in office until the first annual meeting of the Surviving Corporation. At the first annual meeting of the Surviving Corporation after the effective date of the merger between Cypresswood Property Owners Association, Inc. and Cypresswood Homeowners Improvement Association, the members shall elect three (3) directors for a term of one (1) year and four (4) for a tent of two (2) years. At each annual meeting thereafter the members shall elect director(s) for a term of two (2) years to fill each expiring term. The number of directors may be changed by amendment to the By-Laws of the Association.
5.01 The Bylaws of CYPRESSWOOD HIA, shall be the By-Laws of the Surviving Corporation until altered, amended or repealed as provided therein or by law, Plan of Merger of Cypresswood HIA with and into Cypresswood HIA except Article I, Article II, Sections 1, 2 and 6, Article III, Section 1 and Article IV, Sections I and 2, which are amended to read as follows:
The name of the corporation is Cypresswood Community Association, hereinafter sometimes referred to as the "Association" or the "Corporation". The principal office of the Corporation shall be located at 3934 F.M. 1960, Suite 200, Houston, Texas 77068, or at such other address as may be designated by the Corporation's Board of Directors, but meetings of Members and Directors may be held at such places with the State of Texas, County of Harris, as may be designated by the Board of Directors.
Section 1. "ASSOCIATION" shall mean and refer to Cypresswood Community Association, a Texas non-profit corporation, its successors and assigns.
Section 2. "Properties" shall mean and refer to those certain properties described in the official plats and in the Declaration of Covenants, Conditions and Restrictions for Cyprcsswood, Sections (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (11) and Twelve (12), all subdivisions in Harris County, Texas respectively filed of record in the Official Public Records of Real Property of Harris County, Texas wider County Clerk's File Nos. D214938, D420485, D550050 and D617498; D623838, £107348, E933410; F678311; G131237, 11719040; H417463; and H0791 17 as well as any additional properties which may hereafter be brought within the jurisdiction of the Association.
Section 6. "Covenants" shall mean and refer to the Declaration of Covenants, Conditions and Restrictions for Cypresswood, Sections One (1), Two (2), Three (3), Four (4), Five (5), Six (6), Seven (7), Eight (8), Nine (9), Ten (10), Eleven (II) and Twelve (12) and any additions amendments and/or supplements thereto as well as the Covenants for any additional sections which may hereafter be brought within (annexed into) the jurisdiction of the Association.
Section 1. Annual Meeting. The Annual Meeting of the membership, for purposes of electing Directors, receiving all committee and financial reports and transacting such other business as may properly come before the Board, shall be held some time during the month of May at a date, time and place within the subdivision as designated by the Board. The Board of Directors may change the Annual Meeting date at its discretion as deemed necessary, but such alternate date shall be within thirty (30) days (earlier or later) of the original meeting month. Additional regular meetings of the membership may be scheduled by the Board of Directors at its discretion, if such meetings are deemed necessary.
Section 1. Board of Directors. The affairs of the Association shall be managed by a Board of seven (7) directors, all of whom must be members in good standing of the Association and none of whom reside with any current member of the Board. Provided, however, the members of the Board of Directors of both Cypresswood Property Owners Association, Inc. and Cypresswood Homeowners Improvement Association on the effective date of the merger between these two entities shall remain in office until the first annual meeting of the Surviving Corporation. At the first annual meeting of the Surviving Corporation after the effective date of the merger between Cypresswood Property Owners Association, Inc. and Cypresswood Homeowners Improvement Association, the members shall elect three (3) directors for a term of one (1) year and four (4) for a term of two (2) years; and at each annual meeting thereafter the members shall elect director(s) for a term of two (2) years to fill each expiring term, The person receiving the largest number of votes for that position shall be elected. Each Director shall serve until a successor shall have been appointed or duly elected and qualified.
Section 2. Terms of Office. Each Director elected at an Annual Meeting shall be elected for a term of two (2) years to fill each expiring term at such Annual Meeting.
6.01. This Plan of Merger may be terminated and the merger herein provided for abandoned at any time prior to the filing of the Articles of Merger of the Surviving Corporation with the Secretary of State of Texas:
(a) By mutual consent of the Board of Directors of the corporations.
(b) At the election of the Boards of Directors of either corporation if:
(i) The number of members of either corporation, or of both, dissenting from the merger shall be so large as to make the merger, in the opinion of either such Board of Directors, inadvisable or undesirable.
(ii) Any material litigation or proceeding shall be instituted or threatened against either of the corporations, or any of its assets, which, in the Plan of Merger of Cypresswood POA with and into Cypresswood opinion of either Board of Directors, renders the merger inadvisable or undesirable.
(iii) Any legislation shall be enacted which, in the opinion of either such Board of Directors, renders the merger inadvisable or undesirable.
(iv) Between the date of this Plan of Merger and the effective date of the merger, there shall have been, in the opinion of either such Board of Directors, any materially adverse change in the business or condition, financial or otherwise, of either corporation.
(c) At the election of the Board of Directors of either corporation if, without the prior consent in writing of the other corporation, either corporation shall have:
(i) Created or issued any indebtedness for borrowed money.
(ii) Entered into any transactions other than those involved in carrying on its business in the usual manner,
6.02. In the event an election is made to terminate this Plan of Merger and abandon the merger provided for herein:
(a) The President or any Vice President of the corporation whose Board of Directors has made such election shall give written notice thereof to the other corporation.
(b) Upon the giving of such notice as provided in Subsection (a). this Agreement shall terminate and the proposed merger be abandoned and, except for payment of its own costs and expenses incident to this Plan of Merger, there shall be no liability on the part of either constituent corporation as a result of such termination and abandonment.
Any notice or other communication required or permitted hereunder shall be properly given when: actually delivered by hand; deposited in the United States mail for transmittal by certified or registered mail, postage prepaid, and:
(1) in the case of CYPRESSWOOD POA, to: CMC, Chaparral Management Company, P.O. Box 681007, Houston, Texas 77268-1007, or to such other person or address as CYPRESSWOOD POA, may from time to time furnish to CYPRESSWOOD HIA; and
(2) in the case of CYPRESSWOOD HIA, to: CMC, Chaparral Management Company, P.O. Box 681007, Houston, Texas 77268- 1007, or to such other person or address as CYPRESSWOOD HIA may from time to time furnish to CYPRESS WOOD POA.
8.01 This instrument and any exhibits hereto contain the entire Plan of Merger between the parties with respect to the transaction contemplated hereby. it may be executed in any number of counterparts, each of which shall be deemed an original, but such counterparts together constitute only one and the same instrument.
8.02. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of Texas, the state in which this Agreement is being executed.
EXECUTED on the dates set forth below to be effective on the 1st day of October, 2001.
CYPRESSWOOD PROPERTY
OWNERS ASSOCIATION
ATTEST:
By:
Larry Bachman, Secretary William Landwer, President
10/1/01 10/1/01
Date Date
CYPRESSWOOD HOMEOWNERS
IMPROVEMENT ASSOCIATION
ATTEST:
By:
Marjorie Miller, Secretary Tom Wyka, President
10/1/01 10/1/01
Date Date
FOR CYRPESSWOOD, SECTIONS SEVEN AND EIGHT
(ALSO APPLICABLE TO CYPRESSWOOD SECTIONS NINE (9), ELEVEN (11) AND TWELVE (12)
WHEREAS, the Declaration of Covenants, Conditions and Restrictions for Cypresswood, Sections Seven and Eight (the “Declaration”, dated July 10, 1978, the Annotations to said Declaration regarding Cypresswood, Sections Nine (9), Eleven (11) and Twelve (12), and the Maps or Plats, respectively for those certain Sections of CYPRESSWOOD Subdivision are recorded in the Official Public Records of real Property of Harris County, Texas, as follows:
1) SECTION SEVEN (7): Clerk’s File No. F678311 – Vol. 253, Page 118, (Map):
2) SECTION EIGHT (8): Clerk’s File No. F678311 - Vol. 270, Page 23 (Map):
3) SECTION NINE (9): Clerk’s File No.G131237 - Vol. 270, Page 30 (Map):
4) SECTION ELEVEN (11): Clerk’s File Code No. 012-92-1121 Vol. 285, Page 76 (Map); and
5) SECTION TWELVE (12) Clerk’s File No._______0117 - Vol. 206, Page 35 (Map)
Article VI, Section 3 of the Declaration provides that the Decoration may be amended” …during the first twenty (20) period by an instrument signed by not less than seventy-five percent (75%) of the Owners, and thereafter by an instrument signed by not less than fifty percent (50%) of Owners. “Further, Article IV, Section 3 of the Declaration has heretofore provided that “Until January 1 of “the year immediately following the conveyance of the first Lot or Commercial Unit to a Owner, the maximum annual assessment shall be Ninety Six and no 4/100 Dollars ($96.00). The Board may determine and certified that the then current annual assessment is sufficient, insufficient, or excessive to reasonably meet expenses of the Association and, at the meeting called for such purpose, by majority voice, may vote to increase or decrease the annual assessment by an amount not to exceed 10% of the previous annual assessment. The annual assessment shall be not be increased or decreased more than once in any calendar year and any increases shall not take effect retroactively. In the event that the Board decides to include the cost of trash and garbage collection in the annual assessment as provided in Article IV, Section 2, then that amount will be considered active to the 10% Increase provisions set forth above.
NOW, THEREFORE, effective after July 10, 1998, upon obtaining the required signatures and upon the recording hereof in the DR records of Harris County, Texas, the Declaration which may have heretofore been supplemented or amended is hereby amended to provide that the first full sentence only of Article IV, Section 3 thereof is hereby replaced by the following three (3) sentences, which will allow for the Association provisions of existing and/or anticipated services and the proposed acquisition, maintenance and operation of recreational facilities:
Beginning January 1999 and thereafter, the amount of the annual assessment shall be increased from $201.25 to a rate of either $361.25 (“Complete”), or $337.25 (“Senior/Complete”), or $326.25 (“Specialized Package”) for each Lot, depending upon which recreational option “or package” is selected by the Lot owner, and the rate at which each lot will be assessed may be increased annually from year to year by an amount not to exceed ten percent (10%) above the prior year’s rate, on a non-accumulating basis, by a majority vote of the Association’s Board of Directors as the needs of the subdivision may, and the Board’s judgment, require. Should a Lot owner fail to select a recreational option to Specialize Package rate shall apply to that lot. Should this Amendment not be recorded until after January 1, 1999, the increase in the annual assessment for the year during which the Amendment is recorded may be collected by the Association at any time during that calendar year.
CYPRESSWOOD PROPERTY OWNERS ASSOCIATION, INC., a Texas Non-Profit Corporation “the Association”, is a signatory hereof for the purpose of evidencing its approval of this Amendment to the Declaration and to certify that the Association circulated a petition “by U.S. mail, hand delivery or otherwise”, in the form attached to all owners of property located within the Association’s jurisdiction as indicated in the Association’s official list of owners maintained in the Association’s normal course of business. The Association further certifies that the attached signature pages/ballads, represents the approval of the required percentage of property owners in Cypresswood. Sections Seven (7) Eight (8) Nine (9) Eleven (11) and twelve (12). Accordingly, the herein above contain amendment shall become effective as to all such sections immediately upon this document being recorded in Official Public Records of Real Property of Harris County, Texas.
EXECUTED this 28th day of July, 1998.
ATTEST:
By:
NAT POTTER, Secretary AL CROZER, Vice-President
THE STATE OF TEXAS )
)
COUNTY OF HARRIS )
THIS INSTRUMENT was signed and acknowledged before me on this 28 day of July, 1998 by AL CROZIER, Vice-President of CYPRESSWOOD PROPERTY OWNERS ASSOCIATION, INC. a Texas Non-Profit Corporation, as the act _________ such Corporation.
NOTARY PUBLIC IN AND FOR
THE STATE OF TEXAS