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HomeMy WebLinkAboutSW4220201_Signing Official Title & Position Information_20220330ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CLAYTON PROPERTIES GROUP, INC. March 19, 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: Appointment of Officers WHEREAS, 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 the following individual 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: Name Position Stenmark, Misty Assistant Secretary General Resolutions RESOLVED, that the Board hereby amends that certain Action By Written Consent of the Board of Directors of Clayton Properties Group; Inc., dated November 30, 2018 (the "initial Consent'), so as to restate and correct the names of the individuals appointed as officers therein as follows: Name Position Mungo, Steven Vice President Johnson, Stephen Assistant Secretary Condon, Christopher Assistant Secretary McLoud, James Lee Assistant Secretary Shiley, Geoff Assistant Secretary Brightwell, Leigh Assistant Secretary Anfinson, Carie Assistant Secretary Barrett, Christopher Assistant Secretary Evans, Steven Anthony Assistant Secretary Bricketto, Frederick Assistant Secretary Campbell, Brent Assistant Secretary O'Rourke, Leon Assistant Secretary Carroll, Thomas Assistant Secretary Berry, Tabatha Assistant Secretary Clayton, Kristen Assistant Secretary Lusk, Katherine Assistant Secretary Inabinet, R. Chris Assistant Secretary Kerce, Mark Assistant Secretary Bagwell, Jill Assistant Secretary Kaufmann, Matthew Assistant Secretary Lowman, Michael Assistant Secretary Cox, Ford Todd Assistant Secretary Speiran, Adam Assistant Secretary Moore, Randall Assistant Secretary RESOLVED, that, without limiting the Initial Consent, the Board hereby authorizes and empowers each of the officers of the Company set forth herein (the "Authorized Office1-s"), 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, 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] 2 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 F TO eith Hal •ooks Mike Rutherford 1 Linda Ponce [Signature Page to Action by Written Consent of the Board of Directors of Clayton Properties Group, Inc.]