ARTICLES OF INCORPORATION
BERMUDA BEACH IMPROVEMENT COMMITTEE, INC.
We, the undersigned natural persons of the age of twenty-one
years or more, at least two of whom are citizens of the State
of Texas, acting as incorporates of a corporation under the Texas
Non-Profit Corporation Act. Do hereby adopt the following Articles
of Incorporation for such corporation:
ARTICLE I
The name of the corporation is BERMUDA BEACH IMPROVEMENT COMMITTEE,
INC.
ARTICLE II
The corporation is a non-profit corporation.
ARTICLE III
The period of its duration is perpetual.
ARTICLE IV
The purpose or purposes for which the corporation is organized
are: to preserve and protect and to keep in neat and good order
the natural beauty of the beaches, shores, and all land adjacent
thereto on that portion of West Galveston Island in the State
of Texas known as Bermuda Beach.
ARTICLE V
The street address of the initial registered office of the corporation
is 4431 Tiffany Drive, Houston, Harris County, Texas 77045, and
the name of its initial registered agent at such address is JAMES
S. QUIGLEY.
ARTICLE VI
The number of Directors constituting the initial Board of Directors
of the Corporation is five (5) and the names and addresses of
the persons who are to serve as the initial directors are:
Name/Address
Robert M. Moore 609 Fannin, Suite 1517, Houston, Texas 77002
Charles B. Rcessier 5805 Schumacher, Houston, Texas 77027
Howard Pieper 1644 Banks, Houston, Texas 77006
James S. Quigley 4431 Tiffany Drive, Houston, Texas 77045
Paul P. Haney 13017 Bermuda Drive, Bermuda Beach
Subdivision, Galveston County, Texas 77550
ARTICLE VII
The name and street address of each incorporator3/12/1999 is:
Name/Address
Robert M. Moore 609 Fannin, Suite 1517, Houston, Texas 77002
Charles B. Rcessier 5805 Schumacher, Houston, Texas 77027
Howard Pieper 1644 Banks, Houston, Texas 77006
James S. Quigley 4431 Tiffany Drive, Houston, Texas 77045
Paul P. Haney 13017 Bermuda Drive, Bermuda Beach
Subdivision, Galveston County, Texas 77550
ARTICLE VIII
All the affairs of the corporation shall be managed by the Board
of Directors. The Board of Directors shall not, without the consent
of the membership delegate any of the responsibility of collecting
any maintenance fees or other assessments to any other person
firm or Corporation. The Directors of the Corporation shall be
elected on an annual basis in the month of October of each year
by the members of the Corporation. No director may be removed
unless done so upon the vote of the membership. Any vacancy of
the office of Director, whether by resignation or otherwise shall
be replaced only by a vote of the membership. There is no requirement
to fill any vacancy of any Director unless there is a tie vote
on any issue and the Board of Directors are unable to break any
tie vote. There shall be no change in the number of Directors
unless made by proper amendment to these Articles of Incorporation.
The initial By Laws of the corporation shall be adopted by the
Board of Directors. The power to alter, amend, or repeal the By
Laws or to adopt new By Laws shall be vested in the members only.
The Officers of the Corporation shall consist of a President,
a Secretary and a Treasurer. The qualifications, terms, duties
and duration of the office of these Officers shall be prescribed
in the By Laws of the Corporation.
These Officers shall be appointed or elected by a majority of
the Board of Directors immediately following the election of the
Board of Directors by the members. The officers so elected by
the Board of Directors shall continue to serve in their respective
offices for the term of office as prescribed in the By Laws and
may be removed from their office by the Board of Directors for
good cause only. In the case of the resignation or removal of
any such officer, the Board of Directors shall be authorized to
fill such vacancy by appointment. In the event that the Board
of Directors vote a tie for any one or all of the Officers, the
n the election of these Officers shall be done by a majority of
the members at the Annual Meeting, or at a Special Meeting.
The President of the Corporation shall appoint all Committee Chairmen
for any and all committees authorized in the By Laws. No Committee
or Committee Chairman shall have any authority to exercise any
of the authority of the Board of Directors in the management of
the Corporation, other than that specifically given to such Chairman
or the Committee by a proper resolution of the Board of Directors.
The President shall likewise have the exclusive authority to remove
any such Committee Chairmen and to replace him, with or without
cause.
ARTICLE IX
The corporation shall indemnify any Director of (sic) Officer
or former director or officer of the corporation for expenses
and costs (including attorney's fees) actually and necessarily
incurred by him in connection with any claim asserted against
him, by action in court or other wise, by reason of his being
or having been such director of officer, except in relation to
matters as to which he shall have been guilty of negligence or
misconduct in respect of the matter in which indemnity is sought.
Misconduct shall include but shall not be limited to, any act
done by a Director who was without prior approval of the Board
of Directors, or failure to do any act, which was required to
be done by such Director by the Board of Directors.
ARTICLE X
All records, books, correspondence, and any work product of any
kind of each Director, Officer, Chairman of any committee, or
Committeeman shall be the exclusive property of the Corporation
and all such records or items shall be turned over to the succeeding
Directors, Officers, or Committeemen. Also, the Board of Directors
shall have the right to have any and all of such property immediately
brought to them at any time.
IN WITNESS WHEREOF, we have hereunto set our hand, this 15th day
of February, A.D. 1973.