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three (managing) general partners. The general
partners will be Don R. Dixon, Woody F. Lemons,
and W.J. Van Boxtel to be called Moonlight Beach
Club, Ltd. The limited partnership will own six
oceanside villas and a 1/36 limited partnership
will provide each partner with full membership in
Moonlight Beach Club including 60 days residence
per year in one of the six villas. * * * Each
full partnership in Moonlight Beach Club provides
for 1/39 ownership in the land, all improvements,
furniture, furnishings and equipment. * * *
Annual dues will be set to cover all insurance,
staff services, equipment, automobile costs,
interior and exterior maintenance, housekeeping,
pantry and cellar stocking. These dues are
estimated to be approximately $4,000.00 for the
initial year, per full partner, under current
conditions.
The structure contemplated by the promotional booklet,
quoted above, was not used. Rather, Mr. Dixon and
petitioner formed a Texas nonprofit corporation, Moonlight
Beach Club, Inc. (hereinafter referred to as the club or
beach club), in lieu of the Texas limited partnership
mentioned in the promotional booklet. The club purchased
the six villas and related land from the joint venture
and sold club memberships to the public. Each membership
in the club entitled the holder to the exclusive use of one
of the six villas for a specified period of time per year.
The record of these cases contains the Restated
Articles of Incorporation of the club that were filed in
the Office of the Secretary of State of Texas on
September 6, 1985 (hereinafter referred to as Restated
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