1990 Judgment

<body topmargin=0 leftmargin=0 marginheight=0 marginwidth=0> <table cellpadding=0 cellspacing=0 border=0><tr> <td valign="top" colspan=2 height=60 BGCOLOR="#FFCC66" TEXT="#080000"> <div> <FONT SIZE="5" COLOR="#000000" FACE="Arial" ><B>                                              Holly Lake Ranch, Texas</B></FONT><B>     |     </B><A HREF="index.htm" TARGET="_top" TITLE=" "><U><B>home</B></U></A></div> <bR> <div> </div> </td> </tr><tr> <td valign="top" width=150 BGCOLOR="#FFCC66" TEXT="#080000"> <div> <I><B>return to :</B></I></div> <bR> <div> <A HREF="index.htm" TARGET="_top" TITLE=" "><U><B>Home</B></U></A></div> <div> <A HREF="id64.htm" TARGET="_top" TITLE="ByLaws/Rules/Regulations"><U><B>By-Laws/Rules/etc.</B></U></A></div> </td> <td valign="top" height=420 BGCOLOR="#FFFFFF" TEXT="#080000"> <div> <I>1990 Judgment</I></div> <bR> <DIV ALIGN="LEFT"></DIV> <div> <I><B>This document has been retyped from the original. </B></I></div> <div> <I><B>An original copy is available at the Administration Office or at the Wood County Court House.</B></I></div> <bR> <div> <B><U>JUDGMENT</U></B></div> <bR> <bR> <div> <B>On the 29</B><FONT SIZE="1" COLOR="#000000" FACE="Georgia" ><B>th</B></FONT><B> and 30</B><FONT SIZE="1" COLOR="#000000" FACE="Georgia" ><B>th</B></FONT><B> day of May, 1990,  came on to be heard the above entitled and numbered cause, wherein JACK NOWLIN, GEORGE EBERHART, BILL HOFFMAN, CLAUDE PREWITT, NANCY BURNS, JOE NATHAN, ROB TRIMBLE, ROY CARLSON and TOM FULBRIGHT are Third-Party Plaintiffs, ROBERT E. MEAD, JR. (“MEAD”); ASCENSION RESORTS, LTD., a Texas limited partnership, successor in interest of FREEDOM FINANCIAL CORPORATION and REAL ESTATE HOLDINGS, INC. (“ASCENSION”) and HOLLY LAKE RANCH ASSOCIATION, INC. ("ASSOCIATION") are Third-Party Defendants, and all parties announced to the court that all matters in controversy had been settled by an agreement, under the terms of which judgment should be entered as hereinafter stated as a compromise and settlement of all causes of action that may exist, in law or in equity, in favor of any party hereto against any other party hereto in anywise arising out of or on any manner connected with the subject matter of the heretofore mentioned lawsuit.</B></div> <bR> <div> <B>     The Court having heard evidence thereon finds that the parties herein have entered into a Compromise Settlement Agreement, compromising all matters in controversy between them, any of them, which Compromise Settlement Agreement is on file in this case; and the Court further finds that said Compromise Settlement Agreement is reasonable, fair, just, and to the best interest of the parties herein, and said Compromise Settlement Agreement is accordingly, APPROVED.</B></div> <bR> <div> <B>     It is, therefore, ORDERED, ADJUDGED AND DECREED that the Compromise Settlement Agreement hereinabove  referred to, and which is on file herein, be and the same is hereby in all things sustained with Judgment being entered as follows, and said Compromise Settlement Agreement is accordingly approved and the Court hereby adopts same in its entirety as a part of this Judgment.</B></div> <bR> <div> <B>     IT IS ORDERED, ADJUDGED and DECREED that the bylaws of the ASSOCIATION are hereby declared to be those bylaws of the ASSOCIATION which were revised on the 17th day of November, 1987, amended as follows:</B></div> <div> <B>     </B></div> <div> <B>Second Sentence of Article V, Section 7: “The Directors representing the Class B Membership shall be elected at the annual meetings of the members and each Director elected shall hold office until his successor is elected and qualified; in no event shall the Class A member have any right to vote in any election of the directors representing the Class B membership.”</B></div> <bR> <div> <B>Article II, Section 2:  "The Class A member shall be entitled at all times to a total number of votes which exceeds the total number of Class B member votes by ten (10) votes.  Each Class B member shall be entitled to case one (1) vote on any matter presented for a vote of the members.  No Class B member can hold a Class A Directorship."</B></div> <bR> <div> <B>IT IS FURTHER ORDERED, ADJUDGED AND DECREED that the ASSOCIATION'S Board of Directors shall be given the full responsibility and use of the ASSOCIATION'S lock box, payroll, accounting, and auditing, all of which shall be handled by ASSOCIATION employees located on the premises of Holly Lake Ranch in Wood County, Texas. The ASSOCIATION shall have the responsibility of collecting property owners' dues beginning on the 1</B><FONT SIZE="1" COLOR="#000000" FACE="Georgia" ><B>st</B></FONT><B> day of October, 1990. It is provided, however, that in the event collections for any ninety (90) day period decline to an amount less than 95% of the average actual monthly collection for the previous year, ASCENSION shall have the option to collect property owners' dues and shall be reimbursed the cost of collection, which for the purpose of this agreement is $3.25 per month per account administered.</B></div> <bR> <div> <B>IT IS ALSO ORDERED, ADJUDGED AND DECREED that the Class A Directors shall not vote on any issue to come before the ASSOCIATION'S Board of Directors whereby ASCENSION or any of it's related companies can be potentially involved in contractual relationships with the ASSOCIATION, where the Class A member may directly benefit, excepting matters concerning collection of dues. This provision applies only to situations involving the furnishing of services (other than collection services), and/or supplies which are available from other sources or supplies if ASCENSION or any of its related companies desire to furnish such services or supplies. In such event, it is ORDERED that the Class A Directors refrain from voting and only the Class B Directors may vote.</B></div> <bR> <div> <B>          IT IS ORDERED, ADJUDGED AND DECREED that a special election for Class B Directors shall be held within sixty days of the date of the execution of this judgment.</B></div> <bR> <div> <B>          IT IS ORDERED, ADJUDGED AND DECREED that the present management contract with Resorts Operation, Inc. be immediately terminated and that any manager of HOLLY LAKE RANCH shall be hired by the ASSOCIATION'S Board of Directors; provided, however, that the Class A Directors shall be entitled to vote on any question involving the hiring of a manger or other ASSOCIATION personnel.</B></div> <bR> <div> <B>          IT IS FURTHER ORDERED, ADJUDGED AND DECREED that ASCENSION shall construct for the use and benefit of the Timeshare Owners a swimming pool of approximate same size as the one currently existing in Holly Park, 1 Putt-Putt Golf Course, 1 horseshoe area, 1 basketball area and 1 volleyball area to be completed within 12 months of the execution of this agreement. IT IS ORDERED that during the period of time that said amenities are being constructed. ASCENSION shall pay a fee to the ASSOCIATION for Timeshare Owners of $2.00 per month per Timeshare Owner, which fee shall continue to be paid until the amenities being constructed are available for use by the Timeshare Owners. At such time the fee to be charged for use by the Timeshare Owners shall be $2.00 per year, per Timeshare Owner, increased by an amount determined by taking the average amount charged property owners during 1981 and increasing the amount charged Timeshare Owners in proportion to the increase in the average dues charged the property since 1981`, until the date the amenities are available for use so that  the fees charged Timeshare Owners $2.00 per year, per Timeshare Owner) shall be increased proportionably  by the same amount the property owners dues have increased since 1981.  IT IS FURTHER ORDERED that the property owners shall have the right to use such new amenities.</B></div> <bR> <div> <B>     IT IS ORDERED, ADJUDGED AND DECREED that all Board members, including Class B Board members, shall have access to all financial information pertaining to the ASSOCIATION, including, but not limited to, salaries paid employees of the ASSOCIATION.</B></div> <bR> <div> <B>     IT IS ORDERED, ADJUDGED AND DECREED that the annual budget of the ASSOCIATION shall provide for the sum of FIVE THOUSAND AND NO/100 ($5,000.00) DOLLARS to be utilized by the Class B members of the Board of Directors to employ legal counsel in the event the majority of Class B members shall determine that they need legal counsel in connection with an issue pending before the Board of Directors.</B></div> <bR> <div> <B>     IT IS FURTHER ORDERED, ADJUDGED AND DECREED that ASCENSION shall take such steps to ensure that Counter-Plaintiffs shall be reimbursed for reasonable attorneys' fees up to an amount not to exceed TWENTY THOUSAND AND NO/100 ($20,000.00) DOLLARS.</B></div> <bR> <div> <B>     The Court acknowledges that the Third-Party Plaintiffs have stated in Open Court that it was their intent to file a derivative action on behalf of all Class B Members of the Association regardless of whether or not their pleadings are legally sufficient to allege it a derivative lawsuit under the laws of the State of Texas. The Court finds that the Third-Party Plaintiffs have represented that it was their intention to obtain the relief requested in said cause for and on behalf of all Class B Members of the Association, and the Court expressly, finds that the Third-Party Plaintiffs have in fact represented to all Class B Members of the Association; therefore, the Court finds, and it is the order of this Court, that this judgment shall be binding upon not only Third-Party Plaintiffs but all Class B Members of the Association.</B></div> <bR> <div> <B>     IT IS FURTHER ORDERED by the court that all costs of Court shall be and the same are hereby adjudged against FREEDOM FINANCIAL CORPORATION; and any relief prayed for by any party hereto and not herein specifically granted shall be and the same is hereby in all things denied.</B></div> <bR> <div> <B>SIGNED this 19 day of June, 1990.</B></div> <bR> <div> <B>Tommy W. Wallace </B></div> <div> <B>Judge, 294</B><FONT SIZE="1" COLOR="#000000" FACE="Georgia" ><B>th</B></FONT><B> Judicial District</B></div> <bR> </td> </tr></table></body>