ARTICLES of Incorporation
Is the legal document that defines a corporation with the Texas Secretary of State.
It gives definitions of terms used, and a general outline with: The corporation's name and address, director's names,
the name and address of the corporation's registered agent, the corporation's purposes, whether the corporation is
nonprofit or for-profit, and Basic corporate rules that may also be given in the Bylaws.

BYLAWS
Are the written rules adopted  to regulate or manage the conduct of a corporation.
They give definitions of terms used, and a general outline as in the Articles of Incorporation and:
rights, duties, and powers of the association, members, committees, boards, and officers.
They give rules for routine operational conduct, meetings, elections, voting, record keeping, compensation, and finance.

The
last page of the Bylaws says that in case of any conflict with the Articles of Incorporation or the Declaration of the
Association and these Bylaws, the
Articles and Declaration shall control.  

In case of conflict between the
Articles of Incorporation and the Declaration of the Association...
the Declaration shall control, because the Declaration is a document running with the land.

Declaration of COVENANTS and Restrictions (or Restrictive COVENANTS)
Each of the 46 subdivisions in White Bluff has its own declaration of COVENANTS and restrictions,
(or restrictive COVENANTS).
It gives rules for member conduct, building construction, lot use, and maintenance.

The developer recorded each subdivision's COVENANTS and restrictions, with the
Clerk of Hill County, Texas.

The White Bluff POA then brought the land of each subdivision , into the authority of the POA
and adopted the COVENANTS and restrictions for that subdivision.  

The DECLARATION (above) allows the Board of Directors to
amend the COVENANTS and Restrictions.

DECLARATION
This three page "DECLARATION of the Association" gives the developer's outline and rules for White Bluff.

The developer recorded the DECLARATION with the
Clerk of Hill County, Texas.

The DECLARATION is the top document, running with the land,
and takes precedence over the other White Bluff documents below.
So, this is how the developer seems to have
set up these document relationships.  >

BUT, there seems to be a
PROBLEM, with this setup,
under TEXAS law...

After a developer gets the ARTICLES
of Incorporation approved by the Texas
Secretary of State, they become a
Certificate of Formation,which can ONLY
be amended by two-thirds of the votes of
the members under the Texas Business
Organizations Code Section
22.105
If the Board of Directors amends any of the
COVENANTS and Restrictions, the
ARTICLES
of Incorporation, ARTICLE ONE (c) (ii) causes
those COVENANTS
and amendments to be
"incorporated herein by reference" into
the
ARTICLES of Incorporation.
Can the White Bluff governing documents be even more conflicted?
If ARTICLE I DEFINITIONS, Section 3. of
the
DECLARATION, causes all the
COVENANTS and amendments to be
"incorporated herein by reference";
AND,
ARTICLE I DEFINITIONS, Section 8. of
the
DECLARATION, causes all the
BYLAWS and amendments to be
"incorporated herein by reference"
into the DECLARATION...
This brings us, to what may
be
ANOTHER PROBLEM.

Unless a DECLARATION states that the developer  
(declarant) has
reserved the right to amend it...
the
ONLY authority to amend a DECLARATION is
by 67 percent of the owners' votes, under
Texas
Property Code Section
209.0041...

So, do Our White Bluff
governing Documents
ACTUALLY relate to
each other like this?    >