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.]