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HomeMy WebLinkAboutSW3230605_Signing Official Title & Position Information_20230627 ACTION BY WRITTEN CONSENT OF THE SOLE MANAGER OF SDH CHARLOTTE LLC The undersigned, being the Sole Manager of SDH Charlotte LLC, a Georgia limited liability company (the"Company"), does hereby take the following written action and consent to the adoption of the following resolutions under and pursuant to applicable provisions of the Operating Agreement of the Company dated February 7, 2016 (together with all amendments thereto,the"Operating Agreement"), effective as of the date set forth below: APPOINTMENT OF OFFICERS AND AUTHORIZED SIGNATORIES RESOLVED, that the persons currently serving as officers of the Company ("Officers") are hereby removed from their respective offices and the following persons are elected to serve at the pleasure of the Manager as Officers in their respective stated capacities: Name of Officer Office Matthew Chisholm President Russell Devendorf Executive Vice President and Chief Financial Officer Geoffrey S. Shrewsbury Vice President Operations -Corporate William K. Norton Vice President System Applications and Estimating Adam Morman Vice President Land Acquisition James Robinson Warner III Vice President Sales Edward W. Kleid IV Vice President Finance John Brunner Vice President Land Development Wendy G. Evans Controller Brett A. Steele Secretary and Chief Legal Officer FURTHER RESOLVED, that the following persons, who are employees of the Company, are hereby authorized to sign documents on behalf of the Company as described below using the following titles("Signatories"),but solely for convenience and not as appointed Officers: John Frey Trade Relations Manager Jessica Salazar Closing Coordinator Marcie D. Hoffman Assistant Vice President Closings Nicholas K. Isbell Land Finance Manager Matthew McPherson Land Development Manager Bob Holmes National Purchasing Manager Rebekah Sanford Land Acquisition Coordinator FURTHER RESOLVED,that all actions taken by the elected and/or appointed Officers and Signatories of the Company prior to the effective date of this written consent that are within the authority conferred hereby are ratified, approved, and confirmed in all respects. AUTHORITY OF OFFICERS AND AUTHORIZED SIGNATORIES RESOLVED,that the President,Executive Vice President and Chief Financial Officer, Vice President Finance, and Controller of the Company shall have the authority to negotiate, execute, and deliver for and on behalf of the Company all agreements, contracts, instruments, certificates, deeds, closing statements, and any other documents reasonably required to consummate any transaction in the ordinary course of business of the Company (and/or including, where required, those that have been authorized, approved or consented to by the Manager of the Company),together with any and all changes, modifications and amendments to any of the foregoing as may be required,reasonably necessary, or otherwise deemed to be in the best interests of the Company. This authorization includes, but is not limited to, documents related to the purchase,finance,sale,and transfer of lots, land,and rights, benefits and amenities relating thereto; FURTHER RESOLVED,that the Land Development Manager shall have the authority to execute contracts and related documents for the closing and consummation of the conveyance of single-family residences and related property to consumers, including without limitation, closing statements, affidavits, certificates, and other documents, instruments and agreements relating thereto; execute contracts and related documents for the sale to third parties of single- family homes owned or to be constructed by the Company, including without limitation, sales contracts and amendments thereto;(and/or including,where required,those that have been authorized, approved or consented to by the Manager of the Company), together with any and all changes, modifications and amendments to any of the foregoing as may be required,reasonably necessary, or otherwise deemed to be in the best interests of the Company; FURTHER RESOLVED,that the Vice President Land Acquisition and Land Development Manager shall have the authority to negotiate,execute and deliver for and on behalf of the Company agreements, contracts, instruments, certificates, and any other documents reasonably required to consummate any transaction in the ordinary course of business of the Company in connection with or relating to the right of first refusal to purchase, the acquisition of options and rights to purchase lots, and agreements to acquire and purchase lots, land and rights, benefits, and amenities relating thereto (and/or including, where required,those that have been authorized,approved or consented to by the Manager of the Company), together with any and all changes, modifications and amendments to any of the foregoing as may be required,reasonably necessary,or otherwise deemed to be in the best interests of the Company; FURTHER RESOLVED, that the Vice President Operations - Corporate, National Purchasing Manager, Vice President System Applications and Estimating, Vice President Land Development and Trade Relations Manager shall have the authority to negotiate and to execute and deliver for and on behalf of the Company all Trade Partner Agreements, contracts, instruments, certificates, and any other documents that are reasonably required to consummate any transaction in the ordinary course of business of the Company relating to trade partner activities or, if required, that has been authorized, approved, or consented to by the Manager of the Company, together with any and all changes, modifications and amendments to any of the foregoing as may be required, reasonably necessary, or otherwise deemed to be in the best interests of the Company; FURTHER RESOLVED, the Vice President Land Development and Vice President Land Acquisition shall have authority to sign plats and related submissions for necessary governmental approvals associated with land owned or to be owned by the Company; FURTHER RESOLVED, that the Vice President System Applications and Estimating shall have the authority to negotiate, execute and deliver for and on behalf of the Company all manufacturing and supply partner agreements, contracts, instruments,certificates, and any other documents reasonably required to consummate any transaction in the ordinary course of business of the Company relating to the purchase of products and supplies (and/or, if required, that has been authorized,approved,or consented to by the Manager of the Company), together with any and all changes, modifications and amendments to any of the foregoing as may be required, reasonably necessary,or otherwise deemed to be in the best interests of the Company; FURTHER RESOLVED, that the Land Finance Manager shall have the authority to execute and deliver for and on behalf of the Company all agreements, contracts, instruments, certificates, deeds, closing statements, and any other documents reasonably required to consummate the purchase and finance of lots and land, and rights, benefits, and amenities relating thereto; FURTHER RESOLVED,that the Land Acquisition Coordinator shall have the authority to execute and deliver for and on behalf of the Company all agreements, contracts, instruments, certificates, deeds, closing statements, and any other documents reasonably required to consummate the purchase, sale and finance of lots and land, and rights, benefits, and amenities relating thereto; FURTHER RESOLVED, that the Vice President Sales, Assistant Vice President- Closings and Closing Coordinator shall have the authority to execute documents on behalf of the Company with respect to the closing and consummation of the conveyance of single-family residences and related property to consumers, including without limitation, closing statements, affidavits, certificates, and other documents, instruments and agreements relating thereto; FURTHER RESOLVED, that the Vice President Sales shall have the authority to execute documents on behalf of the Company solely with respect to contracts and related documents for the sale to third parties of single-family homes owned or to be constructed by the Company, including without limitation, sales contracts and amendments thereto; FURTHER RESOLVED,that the Secretary of the Company shall have the authority to execute and deliver such certificates as may be required or as he shall deem to be in the best interests of the Company, to attest to the incumbency of the officers of the Company, the genuineness of the signatures of the officers of the Company, and the existence and other resolutions or actions of the Company, and to negotiate, execute, and deliver all settlement agreements and other legal documents related to the legal operations of the Company. Executed January 1,2023. r�. Thomas L. Bradbury,Manager