NCC200849_NOT Supporting Documents_20220617

CONSENT TO ACTION WITHOUT MEETING
OF THE MEMBERS AND MANAGERS OF GRAY WOLF DEVELOPMENT, LLC,
A NORTH CAROLINA LIMITED LIABILITY COMPANY
Pursuant to the applicable provisions of the North Carolina Limited Liability Company
Act, the undersigned, being all of the Members and Managers of Gray Wolf Development, LLC,
a North Carolina limited liability company ("LLC"), do hereby waive meeting and notice of a
special meeting and hereby take the following actions and adopt the following resolutions without
meeting to have the same effect as if adopted by votes of the Member and Managers at meetings
duly called and held.
BE IT RESOLVED, that the LLC has identified, pursuant to its Operating Agreement and
Bylaws, certain individuals to serve as officers of the LLC and to assist in the management of the
LLC's affairs; and
BE IT FURTHER RESOLVED, that the Managers of the LLC hereby appoint the
following individual, for an initial term beginning on the date hereof and ending on the scheduled
date for the LLC's annual meeting in August (the "Initial Term"), to be an officer of the LLC, with
the power and authority to bind the LLC as herein set forth:
Dennis R. Peacock , Land Manager ("Land Manager"),
whose role, subject to the Protective Provisions defined below, is further defined in the
Bylaws dated November 1 , 2021; and
BE IT FURTHER RESOLVED, that the Land Manager shall at all times act in the best
interest of the LLC for: (a) serving the LLC by searching, developing, and supplying the LLC with
the necessary lot opportunities to uphold the LLC's overall goals; (b) having the authority to
execute non -binding Letters of Intent with the approval of the Vice -President of Finance and
Strategy; (c) executing purchase contracts for land with the approval of the Land Committee; (d)
being responsible for interfacing with public agencies, counties and municipalities to meet current
developing requirements; (e) assisting in the design, cost, and scheduling of all developing
activities; (f) reporting all land opportunities to the Land Committee, which consists of the
Executive Leadership Team and other necessary individuals within the organization; and (g)
performing such other duties as from time to time may be assigned to him by the Chief Operations
Officer ("COO"), President/CEO or by the Managers until expiration of the Initial Term or until
the LLC sooner revokes such authority; and
BE IT FURTHER RESOLVED, such authority to delegate a general power to manage
matters for the LLC is authorized by statute, to include but not to be limited to N.C. Gen. Stat. §
57D-3-22, and that the Land Manager shall be deemed a company official, as that term is used in
N.C. Gen. Stat. § 57D-3-23; and
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BE IT FURTHER RESOLVED, that upon expiration of the Initial Term (or any applicable
renewal term), the Land Manager shall be automatically appointed for subsequent one-year
renewal terms unless either Member of the LLC (the "Objecting Member") provides written notice
to the LLC and the other Member, at least 30 days prior to the expiration of the Initial Term or
then -current renewal term (the "Expiration Date"), that such Objecting Member desires to
terminate the delegation of authority to the Land Manager. In the event an Objecting Member
provides such notice, the authority granted to the Land Manager as provided herein shall expire as
of the Expiration Date unless there is unanimous agreement (either by meeting or resolutions
adopted in lieu of a meeting) among the Members to the contrary.
BE IT FURTHER RESOLVED, that notwithstanding the delegation of authority and
responsibilities outlined above, without the prior written consent of both of the Managers of the
LLC (currently consisting of J. Wade Corbett and Ronnie J. Stephens), the LLC shall not, and
neither the Land Manager or any other officer or Manager of the LLC shall authorize or permit the
LLC to, undertake or approve of any of the following actions (hereinafter referred to, collectively,
as the "Protective Provisions"):
(a) the development and approval of the LLC's annual budget (the "Annual Budget"),
which shall be performed annually in accordance with the Structure document and
which shall be required for the continuance of expenditures into each new year, and
any amendments or modifications thereto involving amounts, commitments or
expenditures that are, individually or in the aggregate, more than 5% of the Annual
Budget;
(b) any draw downs on the LLC's current credit facilities with any lender (the "Current
Credit Facilities") involving more than $350,000 for any individual residential home
construction project, whether in a single draw or for a series of related draws for the
same property;
(c) any material amendments or material modifications to the Current Credit Facilities or
any amendments or modifications to the Current Credit Facilities that would increase
the personal guarantee of any guarantor;
(d) the incurrence (or guarantee) of any indebtedness for borrowed money by the LLC
involving more than $250,000 individually or more than $500,000 in the aggregate
outstanding at any given time, but excluding for this purpose: (i) borrowings under the
Current Credit Facilities; (ii) specific items authorized under the Annual Budget; and
(iii) trade debt outstanding at any time in any calendar year in the ordinary course of
business of the LLC and consistent with past practice;
(e) the entering into of any binding agreement for the purchase or sale of real property
involving in excess of $500,000 in any single transaction or single property or more
than $1,000,000 in any series of related transactions or properties, unless approved
through proper exercise of the Member Override Provision by the Land Review
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Committee (as described in the Structure document); it being understood that this
provision shall not preclude the LLC or any officer from entering into a non -binding
letter of intent;
(f) any amendment, modification or repeal of any provisions of the LLC's Articles of
Organization or Bylaws or any buy -sell or similar shareholder/member agreement to
which the LLC is a party;
(g) the creation or issuance of any additional equity securities of the LLC or the admission
of any new members/shareholders;
(h) any action to approve any increase to annual cash compensation paid to J. Wade
Corbett, except as expressly authorized in any Annual Budget duly approved in
accordance with these Protective Provisions;
(i) any authorization, consent or agreement to transfer, sell, convey or license on an
exclusive basis all or any material portion of the LLC's material intellectual property
rights or properties;
(j) any authorization, consent or agreement to sell, assign, lease or convey all or
substantially all of the LLC's assets (but, for the sake of clarity, not restricting the
LLC's sale of homes in the ordinary course of its business to the extent otherwise
permitted by these Protective Provisions);
(k) any declaration or payment of any dividend to the LLC's owners or the making of any
distribution or redemption of any of the LLC's equity securities;
(1) effecting any merger, consolidation or reorganization of the LLC;
(m) Any liquidation, dissolution or winding -up of the business and affairs of the LLC;
(n) the acquisition of any other companies (other than the creation of wholly owned
subsidiaries) or disposing of any subsidiary stock or all of substantially all of any
subsidiary assets;
(o) except as may be provided for in any applicable buy -sell agreement, the removal of any
Manager or the appointment of any new or substitute Manager or the final decision
with respect to the hiring or replacement of any senior officers of the LLC with
signature authority (other than the appointment of officers, either initially or as
replacements, as permitted under the provisions of Exhibit A and, to the extent
applicable, in compliance with the Annual Officer Renewal Process);
(p) Any changes to the composition of the Land Review Committee or to the rules and
regulations governing the Land Review Committee;
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(q) Any contracts with or loans to employees or Members/Managers or their affiliates,
other than employment agreements and/or advances made in the ordinary course of
business.
(r) the making of any material change to the nature of the business conducted by the
Company or the entering into a new line of business;
(s) the settlement of any claim, action, or proceeding, except for any claim, action or
proceeding involving solely money damages involving less than $50,000;
(t) the settlement, modification in any material respect or forgiveness of any indebtedness
for borrowed money owed to it, other than in the ordinary course of business; or
(u) the making of a capital call.
REMAINDER OF PAGE LEFT BLANK;
SIGNATURE PAGE TO FOLLOW
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Respectfully submitted this 1 st day of November 2021.
GRAY WOLF DEVELOPMENT, LLC
A North Carolina limited liability company
By:
J. Wade Corbett, r 'den /CEO
CONSENTED TO BY:
MEMBERS:
J. Wad orbett, Mem er
A
7
Ronnie J. S e ember
MANAGERS:
3
J. Wad rbett, Manager
onnie J. St ns � anager
Signature Page to Resolutions of
Gray Wolf Development, LLC
Land Manager
fN0277693.DOCX; 2)