HomeMy WebLinkAboutSWA000100_Signature Authorization_20210415ACTION BY WRITTEN CONSENT OF
THE BOARD OF DIRECTORS OF
CLAYTON PROPERTIES GROUP, INC.
July 1, 2019
The undersigned, being all of the members of the Board of Directors (the `'Board") of Clayton
Properties Group, Inc., a Tennessee corporation (the "Company"), acting by written consent as permitted
by Section 48-18-202 of the Tennessee Business Corporation Act and Section 3.6 of the Bylaws of the
Company, hereby consent to the adoption of the following resolutions without a meeting and agree that
such actions are taken with like effect and validity as though duly taken by the affirmative vote of the
Board at a meeting duly called and legally held as of the date first written above:
AP ointment of Officers
NAMEREAS, the Board believes it to be advisable and in the best interests of the Company and
its shareholders for the Company to appoint certain individuals as officers of the Company.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby appoints each of the
following individuals to serve as an officer of the Company until such individual's successor is duly
appointed or until such individual's earlier death, resignation, retirement, disqualification or removal:
Brian Shugart
Assistant Secretary
Greg Garrett
Assistant Secretary
Ken Capron
Assistant Secretary
Connie Ader
Assistant Secretary
General Resolutions
RESOLVED, that the Board hereby authorizes and empowers each of the officers of the
Company (the "Aut.h1orized Officers"), on behalf and in the name of the Company to prepare or cause to
be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments,
certificates, statements, papers, new home sales contracts, agreements, contracts, counteroffers, settlement
statements, change orders, applications, renewals, or any amendments thereto, that such Authorized
Officer deems necessary, appropriate or desirable in order to effectuate the actions approved in this
Action by Written Consent, and to take such further steps and do all such further acts or things as such
Authorized Officer deems necessary, appropriate or desirable to carry out the intent of the resolutions set
forth in this Action by Written Consent (such power shall include, without limitation, the authority to
conduct purchases and sales of, and otherwise develop and entitle, real property- on behalf of the
Company, and to take all such actions deemed necessary in connection therewith by the applicable
Authorized Officer);
FURTHER RESOLVED, that the authority and power given pursuant to this Action by Written
Consent be deemed retroactive and that the Board hereby ratifies, approves and adopts all acts authorized
by this Action by Written Consent performed prior to the execution of this Action by Written Consent;
and
FURTHER RESOLVED, that the Board hereby directs the Secretary of the Company to place
this Action by Written Consent in appropriate order in the books and records of the Company.
The members of the Board are permitted to execute this Action by Written Consent in
counterparts, all of which taken together constitute but a single instrument.
[Signature Page Follows]
Each of the undersigned has executed this Action by Written Consent as of the date first written
above for the purpose of evidencing (i) such undersigned's consent to the taking of the foregoing actions
without a meeting and (ii) such undersigned's affirmative vote in favor of taking the foregoing actions.
BOARD Ol f}11 V "0 S
._
Keith
&iol�wok
Mike Rutherford
did._
Linda Ponce
[Signature Page to Action by Written Consent of
the Board of Directors of Clayton Properties Group, Inc.]