SWA000015_Ardmore Waxhaw - Resolution of Managers_20171204

RESOLUTION OF MANAGERS
The undersigned certifies that:
1. The undersigned are all the managers of ARDMORE WAXHAW, LLC, a North
Carolina limited liability company (the "Company"), pursuant to Section 6.2 of the operating
agreement of the Company, a copy of which section is attached hereto.
2. The Company owns the real property located at 300 North Broad Street, Waxhaw,
Union County, North Carolina (the "Property").
3. The principal office and mailing address of the Company is: 1400 W. Northwood
Street, Greensboro, North Carolina 27408.
4. Brantley E. White and Thomas L. White, III, as managers of the Company
(collectively, "Managers"; and each a "Manager"), are hereby authorized for and on behalf of the
Company to execute and deliver any and all documents necessary in connection with the
Stormwater Phase II permitting on the Property.
5. Additionally, the Managers hereby resolve that any one of the Managers acting
alone and without the joinder of any other Manager is hereby authorized and directed to take or
cause to be taken, in the name and on behalf of the Company as a manager of the Company, any
of the actions described above in Section 4.
6. Additionally, the Managers hereby ratify any and all prior actions taken by the
Managers on behalf of the Company in connection with the actions described above in Section 4.
[signatures on following page]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Managers as
of the W day of June, 2017.
BrabAey E. hite
Thomas L. White, III

necessary or appropriate to the conduct of its business, and taking or causing the Company to
take any other action that the Managers deem necessary or appropriate in their discretion.
6.2 Appointment of Initial Managers; Election of Managers; Etc. The initial Managers
are Thomas L. White III and Brantley E. White (the "Initial Managers"). Each of the Initial
Managers will have the right to serve as Manager of the Company until such time as such Initial
Manager resigns, dies, or is removed as a Manager by the unanimous vote of all Members. In
the event that the Members unanimously vote to remove an Initial Manager, the Members shall
make arrangements, as a condition of the effectiveness of such removal, to cause such Initial
Manager to be released from any and all guaranties, indemnity agreements, or other similar
obligations or liabilities entered into by such owners for the benefit of the Company. The rights
described above in this Section 6.2 are personal to Thomas L. White III and Brantley E. White,
and shall remain in effect regardless of whether Thomas L. White III or Brantley E. White is or
remains a Member. After any Initial Manager ceases to be a Manager, the Members owning a
Majority in Interest may elect one or more Persons as Managers. Except as otherwise provided
herein with respect to the Initial Managers, the Members owning a Majority in Interest may
remove a Manager (other than an Initial Manager) at any time with or without cause. It is
permissible but not required that Managers be elected from among the Members.
6.3 Place of Managers' Meeting. The Managers of the Company may hold meetings, both
regular and special, at any place within or outside the State of North Carolina.
6.4 Managers' Meetings. The first meeting of the Initial Managers shall be held
immediately following the adjournment of the first annual meeting of the Members, unless the
Initial Managers decide to hold a meeting prior to such meeting of the Members. The Managers
may otherwise meet at such intervals and at such time and place as they shall schedule. The first
meeting of the Managers, and any scheduled meetings of the Managers, may be held without
notice. Special meetings of the Managers may be called at any time by any Manager for any
purpose or purposes. Notice of such special meetings, unless waived by attendance or by written
consent to the holding of the special meeting, shall be given to all Managers not calling the
meeting at least three (3) days prior to the date of such meeting. Notice of such special meeting
shall state that it shall be held at the principal place of business of the Company and the date and
hour of the special meeting.
6.5 Action by Managers; Quorum; Voting; Action Without a Meeting.
6.5.1 A majority of the Managers shall be necessary to constitute a quorum for the
transaction of business. Except as otherwise provided in this Agreement, the affirmative vote of
a majority of the Managers shall be the action of the Company and shall be necessary and
sufficient to approve or consent to any of the matters set forth in Section 6.1 above or any other
matters which require the vote, approval or consent of the Managers. Every act or decision done
or made by the Managers present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Company, unless a greater number is required by law or by the Articles
of Organization.
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