Woody F. Lemons - Page 11

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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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