CM-11-02-038Unanimous Consent of Members
in Lieu of Annual and Special Meeting of Members
of Boardwalk Center Property Owners Association, Inc.
The undersigned, being all of the Members of Boardwalk Center Property Owners
Association, Inc., a Texas nonprofit corporation (the "Corporation"), do hereby waive all notices
required for an annual meeting of the members, or special meeting and, pursuant to Article XIII
of the Articles of Incorporation of the Boardwalk Center Property Owners Association, Inc. (the
"Articles"), take the following actions and adopt the following resolutions in lieu of an annual
meeting or special meeting of the Members:
Removal of Current Directors
RESOLVED, that the Members of the Corporation, pursuant to their right to remove any
Director from the Board, with or without cause, as set forth in Article IV, Section 4.3 of the
Bylaws of Boardwalk Center Property Owners Association, Inc. (the "Bylaws"), consent to the
removal of the three current Directors of the Board.
Appointment of New Directors
RESOLVED, that the Members of the Corporation, consent to the appointment of the
following Directors to serve for the following terms, beginning on the date that this Resolution is
passed:
Connie Shelton One (1) Year
Priscilla Stanford Two (2) Years
Colin Bearden Three (3) Years
Ratification of Past Acts
RESOLVED, that the acts and transactions that have been validly taken or made by the
officers or other agents of the Corporation since the date of the last annual meeting of the board
of directors or Members, or the consent in lieu of annual meeting, and before the date of this
consent, are hereby ratified in all respects.
Further Instructions to Officers
RESOLVED, that upon selection of a secretary by the Board of Directors, the secretary
of the Corporation is directed to file this consent in the minute book of the Corporation, and,
further, that the officers of the Corporation are hereby authorized and directed to execute and
deliver all documents, to waive all conditions, and to do all things necessary or helpful to carry
out the purposes of the foregoing resolutions. All acts of the officers of the Corporation that are
consistent with the intent of the above resolutions are hereby ratified and adopted in all respects
as the acts of the Corporation.
IN WITNESS WHEREOF, the undersigned have executed this consent of the Members
effective as of the day of , 2011.
Members:
Victoria R Schantz
c/o THE HESSE CO - V R SCHANTZ (9049259)
Michael Hesse, Trustee
By:
Its:
THE HESSE CO - V R SCHANTZ (9049259)
Michael Hesse, Trustee
The Hesse Company
By:
Its:
Michael E. Dyer Family, Ltd.
By:
Its:
Chick-Fil-A, Inc.
By:
Its:
2
CFT Development; LLC (Panda Express)
By:
Its:
Willovic, Inc.
By:
Its:
Archland Property II, L.P.
By:
Its:
Green Triangle Fund 1, L.P.
By:
Its:
State Street Bank & Trust Company
as Trustee for Centre Structured Trust 10
By:
Its:
3
endeavor\boardwalk\resol. consent.nomeeting
Gemini Boardwalk 1, LLC
By:
Its:
Nationsbank of Texas, N.A.
By:
Its:
HDRR I-35 Partnership, Ltd.
By:
Its:
City of Round Rock
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SIXTH AMENDMENT TO DECLARATION OF CONVENANTS, CONDITIONS,
EASEMENTS AND RESTRICTIONS FOR BOARDWALK CENTER
THE STATE OF 'TEXAS
COUNTY OF WILLIAMSON
§ KNOW ALL MEN BY THESE PRESENTS: THAT
This Sixth Amendment to the Declaration of Covenants, Conditions, Easements, and
Restrictions for Boardwalk Center (the "Sixth Amendment") is entered into to be effective on
, 2011, by and between the Members, as defined in the Declaration
described in Paragraphs 1-6 below, as amended, Wal-Mart Stores, Inc., and the Boardwalk
Center Property Owners Association, Inc. (the "Association"). This Sixth Amendment is made
in accordance with the Declaration; the Articles of Incorporation of the Association; the Bylaws
of the Association; and the Reciprocal Easement Agreement with Covenants & Restrictions
described in Paragraphs 8-11 below, as amended (the "REA").
I. THE DECLARATION AND ITS AMENDMENTS
1. On May 31, 1995, Boardwalk Center, Ltd. executed and filed of record the
Declaration of Covenants, Conditions, Easements and Restrictions for Boardwalk Center which
is filed of record in Volume 2732, Pages 118-145, or as Document Number 1995022040, in the
Official Public Records of Williamson County, Texas.
2. On October 19, 1995, the Association, Boardwalk Center, Ltd., and the Members
executed and filed the First Amendment to the Declaration of Covenants, Conditions, Easements
and Restrictions for Boardwalk Center which is filed of record as Document Number
1995047050 in the Official Public Records of Williamson County, Texas.
3. On March 6, 1996, with the certification of the President and Secretary of the
Association, Boardwalk Center, Ltd., and the Association executed and filed of record the
Second Amendment to the Declaration of Covenants, Conditions, Easements and Restrictions for
Boardwalk Center in the Official Public Records of Williamson County, Texas as Document
Number 1996011498.
4. On July 25, 1996, the Association, Boardwalk Center, Ltd., Wal-Mart, and the
Members executed and filed the Third Amendment to the Declaration of Covenants, Conditions,
Easements and Restrictions for Boardwalk Center in the Official Public Records of Williamson
County, Texas as Document Number 1996038339.
5. On January 15, 1997, the Association, Boardwalk Center, Ltd., and the Members
executed and filed the Fourth Amendment to the Declaration of Covenants, Conditions,
Easements and Restrictions for Boardwalk Center in the Official Public Records of Williamson
County, Texas as Document Number 1997001946.
6. On December 20, 1996, the Association and Boardwalk Center, Ltd. executed and
filed the Fifth Amendment to the Declaration of Covenants, Conditions, Easements and
Restrictions for Boardwalk Center in the Official Public Records of Williamson County, Texas
as Document Number 1996065873.
7. The preceding documents described in Paragraphs 1-6 shall be collectively
referred to as the Declaration.
II. RECIPROCAL EASEMENT AGREEMENT WITH COVENANTS & RESTRICTIONS
8. On May 25, 1994, Wal-Mart Stores, Inc. and Boardwalk Center, Ltd. executed
and filed the Reciprocal Easement Agreement with Covenants & Restrictions in the Official
Public Records of Williamson County, Texas as Document Number 1994026315.
9. On May 30, 1995, Wal-Mart Stores, Inc., Boardwalk Center, Ltd., and MB
Boardwalk, Ltd executed and filed the First Amendment of Reciprocal Easement Agreement
with Covenants & Restrictions in the Official Public Records of Williamson County, Texas as
Document Number 1995021635.
10. On September 6, 1995, Wal-Mart Stores, Inc., Boardwalk Center, Ltd., MB
Boardwalk, Ltd., Nationsbank of Texas, N.A., Chick-Fil-A, Inc., and Payless Shoesource, Inc.
executed and filed the Second Amendment of Reciprocal Easement Agreement with Covenants
& Restrictions in the Official Public Records of Williamson County, Texas as Document
Number 1995039355.
11. On July 25, 1996, Wal-Mart Stores, Inc., Boardwalk Center, Ltd., MB Boardwalk,
Ltd., NationsBank of Texas, N.A., Modernage, Inc., Chick-Fil-A, Inc., Victoria R. Schantz,
Michael Hesse, Trustee for the Polly R. Merle Trust, FBO Victoria R. Schantz, and Jack Brown
Family III Limited Partnership executed and filed the Third Amendment of Reciprocal Easement
Agreement with Covenants & Restrictions in the Official Public Records of Williamson County,
Texas as Document Number 1996038340.
12. The preceding documents described in Paragraphs 8-11 shall be collectively
referred to as the REA.
III. ADDITIONAL DOCUMENTS RELATING TO THE BOARDWALK CENTER
13. On June 7, 1993, H2FM, Inc. executed and filed a Declaration of Covenants,
Conditions, and Restrictions in the Official Public Records of Williamson County, Texas as
Document Number 1993021830. This Document may impose covenants, conditions, easements,
and restrictions on parts of Lots 1 and 1A, as depicted in Exhibit A of the Declaration, in
addition to the covenants, conditions, easements, and restrictions set forth in the Declaration and
the REA.
14. On July 25, 1996, Boardwalk Center, Ltd. and Dell Computer Holdings, L.P.
executed and filed an exchange Deed; Drainage Easement; and Covenants, Conditions and
Restrictions in the Official Public Records of Williamson County, Texas as Document Number
2
1996038338. This Document may impose covenants, conditions, easements, and restrictions on
parts of Lots 1 and 1 A, as depicted in Exhibit A of the Declaration, in addition to the covenants,
conditions, easements, and restrictions set forth in the Declaration, and the REA..
15. On December 9, 1997, Boardwalk Center, Ltd. and the City of Round Rock,
Texas executed and filed a Water Line Easement in the Official Public Records of Williamson
County, Texas as Document Number 1997056755. This Document may impose covenants,
conditions, easements, and restrictions on parts of Lots 1 and 1A, as depicted in Exhibit A of the
Declaration, in addition to the covenants, conditions, easements, and restrictions set forth in the
Declaration and the REA.
16. On March 4, 1998, Boardwalk Center, Ltd. and RI -Rock, LLC executed and filed
an Operation and Easement Agreement in the Official Records of Williamson County, Texas as
Document Number 1998010443.
17. The preceding documents described in Paragraphs 13-16 shall be collectively
referred to as the Additional Documents.
IV. RECITAL
18. By Articles of Dissolution filed with the Secretary of State of Texas on December
31, 2002, Boardwalk Center, Ltd., the original Declarant, has ceased to exist. The rights of
Declarant under the Declaration have never been formally transferred or assumed.
19. On October 31, 1996, Wal-Mart Stores, Inc. conveyed its interest in certain tracts
of land, including the tract of land at the Boardwalk Center containing 21.175 acres, to Wal-Mart
Real Estate Business Trust.
20. On August 10, 2005, A&B Texas, LLC conveyed a .0616 acre tract of land out of
Lot 1, Boardwalk 2 Subdivision Section 6 to the City of Round Rock.
21. By this Sixth Amendment, the Association and its Members desire to do the
following:
a Clarify within one document which properties are affected by the
Declaration; and
b. Due to the dissolution of Boardwalk Center, Ltd, assign the rights of the
Declarant to the Association to the extent they have not already been
assigned;
c. validate by the consent of the Members and of Wal-Mart Stores, Inc. the
right of the Association to exercise all rights and perform all duties of the
original Declarant.
22. The Declaration, the REA, and the Additional Documents referred to above are
3
not an exclusive list of all documents, covenants, conditions, easements, and restrictions that
may or may not affect the Property. The Association does not warrant the accuracy or complete
listing of these documents. Individual properties, plats, lots, or tracts in the shopping center may
be subject to additional documents, covenants, conditions, easements, and restrictions.
23. Section 9.02 of the Declaration provides that the Declaration may be amended by
an instrument setting forth the amendment executed and acknowledged by the President and
Secretary of the Association certifying that such amendment has been approved under the terms
and provisions of this Declaration, and with the approval of Members of the Association entitled
to cast at least seventy percent (70%) of the number of votes of the Association.
24. The current Members of the Association (in the instance of one Lot having more
than one Owner, while both Owners are Members of the Association, only one of the Members
may exercise the voting rights on behalf of that Lot) are the following:
a. Gemini Boarwalk 1, LLC and
undisclosed tenants in common:
b. HDRR 1-35 Partnership, Ltd.:
c. State Street Bank & Trust Company,
Trustee for Centre Structured Trust 10:
d. Green Triangle Fund, LP:
e. NationsBank of Texas, NA:
f. Archland Property II, LP:
g. Chick-Fil-A, Inc.:
h. Victoria Schantz and the Hesse Company, Trustee
for the benefit of Victoria Schantz:
i. Willovic, Inc.:
j. CFT Development, LLC:
k. Michael E. Dyer Family, Ltd.
1. City of Round Rock
25. In consideration of the Background and Recitals, the mutual covenants and agree-
ments set forth below, and other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties hereto agree and acknowledge as follows:
4
V. AMENDMENTS
26. The Declaration is hereby amended by revising the following defined terms
contained in Section 1.01:
"`Property' shall mean:
(1) That certain tract of land containing approximately 37.772 acres, more or less,
in Williamson County, Texas, being that certain tract of land containing
approximately 58.947 acres, more or less, which was conveyed to Boardwalk
Center, Ltd. and is described in that certain "Warranty Deed" which is filed of
record in volume 2535, Pages 851, et seq., Official Records of Williamson
County, Texas, as modified and corrected -by that certain "Correction Deed"
which is filed of record in Volume 2636, Pages 62, et seq., Official Records of
Williamson County, Texas, and as further modified and corrected by that certain
"Second Correction Deed which is filed of record in Volume 2703, page 444, et
seq., Official Records of Williamson County, Texas, save and except that certain
tract of land containing approximately 21.175 acres, more or less, which was
conveyed to Wal-Mart Stores, Inc. and is described in that certain "Special
Warranty Deed" of record in Volume 2535, Pages 890, et seq., Official Records
of Williamson, County, Texas;
(2) That certain tract of land containing approximately 2.082 acres of land out of
the Asa Thomas Survey Abstract No. 609, City of Round Rock, Williamson
County, Texas and also being a portion of Lot 5, Corridor Park IIA, recorded in
Cabinet K, Slides 311-313, Deed Records of Williamson County, Texas; and
(3) That certain tract of land containing approximately 1.71 acres of land out of
the Asa Thomas Survey Abstract No. 609, City of Round Rock, Williamson
County, Texas and also being a portion of Lot 4, Corridor Park IIA, recorded in
Cabinet K, Slides 311-313, Deed Records of Williamson County, Texas.
All of which being a part of Lots 1, 1A, 2, 3, 4, 5, 6, 7, 8, 9, 10, and 11 as
depicted in the Preliminary Plan (Exhibit A to the Declaration)"
27. All of the rights of the Declarant under the Declaration are assigned to the
Boardwalk Center Property Owners Association, Inc.
VI. ADDITIONAL TERMS
28. All of the definitions set forth in the Declaration shall have the same meaning as
set forth in this Sixth Amendment, except to the extent any such definitions are revised in this
Sixth Amendment. If there is any conflict between the Declaration and this Sixth Amendment,
the terms of this Sixth Amendment shall control.
5
29. Except as modified, the Declaration shall remain in full force and effect in
accordance with its terms.
30. This Sixth Amendment may be executed in several counterparts, each of which
shall be deemed an original, and all such counterparts shall constitute one and the same
instrument. A facsimile or electronic copy of this Sixth Amendment and any signatures thereon
will be considered for all purposes originals.
31. If any Member is a corporation, each individual executing this Sixth Amendment
on behalf of such Member represents and warrants that he is duly authorized to execute and
deliver this Sixth Amendment on behalf of such Member, and that such Member is qualified to
do business in the state where the Shopping Center is located, and shall deliver appropriate
certification to that effect if requested. If any Member is a partnership, joint venture, or other
unincorporated association, each individual executing this Sixth Amendment on behalf of such
Member represents that this Sixth Amendment is binding on such Member. Finally, by affixing
their signatures below, the Members, the Association, and Wal-Mart represent and warrant that
the approval of no other is required to enter into this Sixth Amendment and for it to be binding
on the Members and the encumbered property.
32. The President and Secretary of the Association hereby certify that the foregoing
amendments have been approved under the terms and provisions of the Declaration.
33. As modified hereby, all terms and provisions of the Declaration are hereby
ratified and confirmed.
EXECUTED by the undersigned on the dates set forth herein below.
[Signatures and acknowledgments are on the following pages.]
6
ASSOCIATION BOARDWALK CENTER PROPERTY
OWNERS ASSOCIATION, INC.
By:
, President
Date:
By:
, Secretary
Date:
THE STATE OF
COUNTY OF
§
§
§
This instrument was acknowledged before me on , 2011, by
, President of Boardwalk Center Property Owners Association, Inc., on
behalf of said corporation.
THE STATE OF
COUNTY OF
NOTARY PUBLIC, STATE OF
§
§
§
This instrument was acknowledged before me on , 2011, by
of , on behalf of said corporation.
NOTARY PUBLIC, STATE OF
7
THE STATE OF
COUNTY OF
§
§
§
WAL-MART REAL ESTATE BUSINESS
TRUST, successor in interest to
WAL-MART STORES, INC.
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of Wal-Mart Stores, Inc., on behalf of said corporation.
NOTARY PUBLIC, STATE OF
8
THE STATE OF
COUNTY OF
§
§
§
GEMINI BOARDWALK 1, LLC
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of Gemini Boardwalk 1, LLC, on behalf of said corporation.
NOTARY PUBLIC, STATE OF
9
HDRR 1-35 PARTNERSHIP, LTD.
By:
Printed Name:
Title:
Date:
THE STATE OF
COUNTY OF
This instrument was acknowledged before me on , 2011, by
of HDRR 1-35 Partnership, Ltd., on behalf of said
NOTARY PUBLIC, STATE OF
10
THE CITY OF ROUND ROCK
By:
Printed Name: ItVt kkYWt od
Title: CrktMa G�
Date: '2.. •J1(-11 _d
THE STATE OF 1:eVitr5"
COUNTY OF Wj ki•A
MS(M
This instrument was acknowledged before me on / 2011, by
CokVe,KIMAJO4i, ivitilAAIN
of Coliof-fl1Z G , on behalf of saiorcorporation.
NOTARY PUBLIC, STATE OF Te(,t(cs
11
THE STATE OF
COUNTY OF
§
§
§
STATE STREET BANK & TRUST
COMPANY
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of State Street Bank & Trust Company, on behalf of said
NOTARY PUBLIC, STATE OF
12
GREEN TRIANGLE FUND 1, L.P.
By:
Printed Name:
Title:
Date:
THE STATE OF
COUNTY OF
This instrument was acknowledged before me on 2011, by
of Green Triangle Fund 1, L.P., on behalf of said limited
partnership.
NOTARY PUBLIC, STATE OF
13
NATIONSBANK OF TEXAS, N.A.
By:
Printed Name:
Title:
Date:
THE STATE OF
COUNTY OF
This instrument was acknowledged before me on , 2011, by
of NationsBank of Texas, N.A., on behalf of said bank.
NOTARY PUBLIC, STATE OF
14
THE STATE OF
COUNTY OF
§
§
§
ARCHLAND PROPERTY II, L.P
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of Archland Property II, L.P., on behalf of said limited
partnership.
NOTARY PUBLIC, STATE OF
15
THE STATE OF
COUNTY OF
§
§
§
CHICK -Fit -A, INC.
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of Chick-Fil-A, Inc., on behalf of said corporation.
NOTARY PUBLIC, STATE OF
16
THE STATE OF
COUNTY OF
§
§
§
VICTORIA R. SCHANTZ
Date:
This instrument was acknowledged before me on , 2011, by Victoria
R. Schantz.
NOTARY PUBLIC, STATE OF
17
THE STATE OF
COUNTY OF
§
§
§
THE HESSE COMPANY
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on 2011 by
of The Hesse Company, on behalf of said corporation.
NOTARY PUBLIC, STATE OF
18
THE STATE OF
COUNTY OF
§
§
§
WILLOVIC, INC.
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 2011, by
of Willovic, inc., on behalf of said corporation.
NOTARY PUBLIC, STATE OF
19
THE STATE OF
COUNTY OF
§
§
§
CFT DEVELOPMENT, LLC
By:
Printed Name:
Title:
Date:
This instrument was acknowledged before me on , 201_, by
of CFT Development, LLC., on behalf of said
company.
NOTARY PUBLIC, STATE OF
20
MICHAEL E. DYER FAMILY, LTD.
By:
Printed Name:
Title:
Date:
THE STATE OF
COUNTY OF
This instrument was acknowledged before me on , 201_, by
of Michael E. Dyer Family, Ltd., on behalf of said partnership.
endeavor\boardwalk\CCER.6th.20110112
NOTARY PUBLIC, STATE OF
21