Pebble Ridge - Lewisville, TX Homeowners Associations and Neighborhood Associations in Colleyville, Southlake, Keller, Grapevine, Texas

ARTICLES OF INCORPORATION

PEBBLE RIDGE HOMEOWNERS ASSOCIATION, INC.

A Texas Nonprofit Corporation

FILED
In the Office of the
Secretary of State of Texas

JUL 12 1999

Corporations Section

I, the undersigned natural person over the age of eighteen (18) years, acting as incorporator of a corporation under the Texas Nonprofit Corporation Act, do hereby adopt the following Articles of Incorporation for the corporation:

ARTICLE 1. PROPERTY HOMEOWNERS ASSOCIATION. The corporation is the "Association" as defined in the Declaration of Covenants, Conditions & Restrictions for Pebble Ridge Addition, as recorded under Clerk's File No. R0040410 of the Real Property Records of Denton County, Texas, as amended from time to time (the "Declaration").

ARTICLE 2. NAME. The name of the Association is Pebble Ridge Homeowners Association, Inc.

ARTICLE 3. NONPROFIT. The Association is a nonprofit corporation, organized pursuant to the Nonprofit Corporation Act.

ARTICLE 4. DURATION. The duration of the Association is perpetual.

ARTICLE 5. PURPOSES. The general purposes for which the association is formed are to exercise the rights and powers and to perform the duties and obligations of the Association, in accordance with the Declaration, the bylaws of the Association, and State law, as each may be amended form time to time.

ARTICLE 6. POWERS. In furtherance of its purposes, the Association has the following powers which, unless indicated otherwise by these articles, the declaration, the bylaws, or State law, may be exercised by the board of directors:

1. All rights and powers conferred on nonprofit corporations by State law in effect from time to time;

2. All rights and powers conferred on property owners associations by State law, in effect from time to time; and

3. All powers necessary, appropriate, or advisable to perform any purpose or duty of the Association as set out in these articles, the bylaws, the Declaration, or State law.

ARTICLE 7. MEMBERSHIP. The Association is a nonstock membership corporation. The Declaration and bylaws will determine the number and qualifications of members of the Association; any classes of membership the voting right and other privileges of membership; and the obligations and liabilities of members. Cumulative voting is not allowed.

ARTICLE 8. MANAGEMENT BY BOARD. The management and affairs of the Association are vested in the board of directors, except for those mattes expressly reserved to others in the Declaration and bylaws. The bylaws may determine the number and qualification of directors; the term of office of directors; the methods of electing, removing, and replacing directors; and the methods of holding a board meeting and obtaining consents.

ARTICLE 9. LIMITATIONS ON LIABILITY.

a. Except as provided in Paragraph b below, an officer or director of the Association is not liable to the Association or its members for monetary damages for acts or omissions that occur in the person's capacity as an officer or director, except to the extent a person is found liable for (1) a breach of the offer or director's duty of loyalty to the Association or its member; (ii) an act or omission not in good faith that constitutes a breach of duty of the officer or director to the Association; (iii) an act or omission that involves intentional misconduct or a knowing violation of the law; (iv) a transaction from which the officer or director receives an improper benefit, whether or not the benefit resulted from an action taken within the scope of the person's office; or (v) an act or omission for which the liability of an officer or director is expressly provided by an applicable statue. The liability of officers and directors of the Association may also be limited by the Charitable Immunity and Liability Act of 1987, Chapter 84, Texas Civil Practice and remedies Code, as amended.

b. the limitation on the liability of an officer or director does not eliminate or modify that person's liability as a member of the Association. The liability of a member arising out of a contract made by the Association, or out of the indemnification of officers or directors, or for damages a a result of injuries arising in connection with the common elements, or for liabilities incurred by the Association, will be limited to the same proportion for which he is liable for common expenses as a member of the Association.

ARTICLE 10. INDEMNIFICATION. Subject of the limitations and requirements of Art. 1396-2.22A of the Nonprofit Corporation Act, the Association will indemnify a person who was, is, or is threatened to be made and named defendant or respondent in a proceeding because the person is or was an office or director of the Association. Additionally, the Association may indemnify a person who is or was an employee, trustee, agent, or attorney of the Association, against any liability asserted against him and incurred by him in the capacity and arising out of that capacity.

ARTICLE 11. AMENDMENT OF ARTICLES. These articles may be amended in accordance with the Nonprofit Corporation act, subject to the following:

1. An amendment may not conflict with the Declaration or State law.

2. An amendment may not impair or dilute a right granted to a person by the Declaration, without that person's written consent.

3. Without member approval, the board of directors may adopt amendments permitted by Art. 1396-4.02.A (4) of the Nonprofit Corporation act.

ARTICLE 12. AMENDMENT OF BYLAWS. The bylaws of the Association may be amended or repealed according to the amendment provision of the bylaws, which may reserve those powers to the members, exclusively.

ARTICLE 13. DISSOLUTION. The Association may be dissolved only as provided in the Declaration, bylaws, and by State law. On dissolution, the assets of the Association will be distributed in accordance with the Declaration provision for distribution upon termination. If the Declaration has no such provision, then in accordance with applicable law.

ARTICLE 14. ACTIONS WITHOUT MEETING. Pursuant to Article 1396-9.10.C. of the Nonprofit Corporation act, any action required by the Nonprofit Corporation act to be taken at a meeting of the embers or directors, or any action that may be taken at a meeting of the members or directors or of any committee may be taken without a meeting if a consent in writing, setting for the the action to be taken, is signed by a sufficient number of members, directors, or committee member a as would be necessary to take that action at a meeting at which all of the members, directors, or members of the committee were present and voted.

ARTICLE 15. INITIAL BOARD OF DIRECTORS. The initial board consists of three (3) directors who will serve as directors until their successors are elected and qualified, as provided in the bylaws. The name and address of each initial director is as follows:

Name Address

     Mehrdad Moayedi         1905 Industrial Blvd.; Colleyville, Texas 76034
     Robert Maxey                 1905 Industrial Blvd. Colleyville, Texas 76034
     Ross Calhoun                 1905 Industrial Blvd. Colleyville, Texas 76034

ARTICLE 16. INITIAL REGISTERED AGENT. The name of the Association's initial registered agent is Charles S. Brown.

ARTICLE 17. OFFICE OF INITIAL REGISTERED AGENT. The address of its initial registered agent is 2425 E. Southlake Blvd., Suite 150, Southlake, Texas 76092.

ARTICLE 18. INCORPORATOR. The name of the incorporator is Charles S. Brown. The incorporator's address is c/o The Brown Law Firm, L.L.P., 2425 E. Southlake Blvd., Suite 150, Southlake, Texas 76092.

SIGNED this the ___9___ day of ____July____, 1999.

________________________
Charles S. Brown