Loading...
HomeMy WebLinkAboutSW8080935_Historical File_20081017 Crystal Coast Engineering , PA 3817-3 Freedom Way Hubert, N.C. 28539 Tel: (910)325-0006 Fax: (910)325-0060 AEmail: crystalcoasteng@b¢ec.rr.com October 17, 2008 Ms. Mary Jean Naugle N.C. Division of Water Quality 127 Cardinal Drive Extension Wilmington, N.C. 28405 Re: Woodward Park Express Permitting Carteret County Dear Ms. Naugle, Per your email dated October 16, 2008 for the referenced project, we provide the following information to allow you to continue the stormwater review: 1. Corrected BUA on page#2 of the stormwater permit application and on the Deed Restrictions form. 2. Moved proposed scour holes out of the wetlands on stormwater plan. 3. Provided a signed O&M agreement for scour holes. We are hopeful that this response addresses all concerns and that the permit can be issued in the near future. Should you have questions or additional concerns, please feel free to contact me. Yours truly, Pas.- e. -a •osy CRYSTAL COA'.T ENGINEERING Airi r.,;y OCT 2 r 20(4: BY: Cc: Mr. Dan Reitz-Woodward Development Company RE:Woodward Park-bua per lot????amended to add item 2 Subject: RE: Woodward Park-bua per lot ????amended to add item 2 From: "Pascal G. Pandosy" <pascalcce@bizec.rr.com> Date: Thu, 16 Oct 2008 11:54:23 -0400 To: "'Mary Jean Naugle'" <Mary.Naugle@ncmail.net> Mary Jean, The only form I can email right now is the revised page#2 of the stormwater application and the BUA/lots spreadsheet. The owner has to sign and notarize the O&M and the revised deed restrictions form. Pascal Original Message From: Mary Jean Naugle [mailto:Mary.Naugle@ncmail.net] Sent: Thursday, October 16, 2008 9:50 AM To: Pascal G. Pandosy Subject: Re: Woodward Park - bua per lot ???? amended to add item 2 " mail " it is ok, but if you can e-mail the forms as a pdf, that helps me. thank you Pascal G. Pandosy wrote: Thank you! Do you want us to deliver the revised package or just express mail it? Either way is fine. Pascal. From: Mary Jean Naugle [mailto:Mary.Naugle@ncmail.net] Sent: Thursday, October 16, 2008 8:47 AM To: Pascal G. Pandosy Cc: David Newsom Subject: Re: Woodward Park - bua per lot ???? amended to add item 2 Pascal; 1. you can just send the page 2 application with BUA updated. To avoid a pocket of high density you must keep the individual lots under 35 % for this project at 25% overall low density. I wonder if you want more on the extra lot 3 since it is so much bigger. I don't want to specify, i just noticed some items that are typical with most projects. Whatever you propose is fine as long as overall < 25% and each lot is <35%. If you get one or two lots over the 35% ok, 10% of those lots. With the Oct 1 rule revision = pockets go away = you have to build inland and away from water/drainageways. So stay under 25% overall. 2. The Level spreader supplement and O&M is for the scour holes. The bmp manual includes scour holes as an option for level spreaders. call me if you need more info. thank you Mary Jean 910-796-7303 1 of 4 10/17/2008 6:20 PM RE:Woodward Park-bua per lot????amended to add item 2 Pascal G. Pandosy wrote: Mary Jean, 1. We've corrected the % BUA per lots to the max. allowable which is 6, 621sf. Apparently we had some confusion about the 10% rule. We thought that only 10% of the total lots could have a % BUA over 25 to avoid pockets of high density) but per your comments any proposed lots which in this case all 12 of them can have a % BUA up to 35. Please confirm. -Page #2 of the stormwater permit application will be revised to show the correct impervious areas and (Do you just need the revised page or should we mail you the entire stormwater application?) -Deed restrictions & Protective covenants form will also be revised to show the correct max. allowable BUA per lot (6, 621sf) . 2. We moved the scour holes out of the wetlands. I'm assuming the O&M will be for these scour holes. Thank you. Pascal Original Message From: Mary Jean Naugle [mailto:Mary.Naugle@ncmail.net] Sent: Wednesday, October 15, 2008 2:04 PM To: Mary Jean Naugle Cc: David Newsom; Pascal G. Pandosy Subject: Re: Woodward Park - bua per lot ???? amended to add item 2 2 of 4 10/17/2008 6:20 PM RE:Woodward Park-bua per lot????amended to add item 2 2. The scour holes cannot be in the wetlands. I also need the O&M signed for the level spreaders. Please update the documents and mail me the updated version. Re: 1. on the bua per lot, you can go 10 % over on the lots = up to 35% per lot and not have a pocket of high density. i am sorry, i was trying to issue this but i should wait for these. thank you Mary Jean Naugle wrote: - Dave; 1. Why are the deed restrictions and bua for 5,075 sf per lot on 12 lots when you could take it to 6,621 sf for 79,452 and keep it under the 25 %? did i miss something? the low density supplement comes up with 6, 621 but the deed restriction and the bua on the application are consistent with 5,075 sf/lot. i can go with whatever you want, i just thought you wanted to take it to the limit ??? thank you 3 of 4 10/17/2008 6:20 PM 3817-3 Freedom Way Hubert,N.C.28539 Tel:(910)325-0006 Fax (910)325-0060 Crystal Coast Engineering, PA OCT 072-008 no: Janet Russell From: Dave Newsom NCDENR- Division of Water Quality 127 Cardinal Drive Ext. Wilmington, NC 28405 n,4."i Rae Woodward Park S/D Date: 10/1/2008 0 Urgent ❑ For Review ❑Please Comment ❑Please Reply ❑Please Recycle Attached: • One (1) original and one (1) copy of Stormwater Permit Application • One (1) original and one (1) copy of Low Density Supplement form • Two (2) copies of stormwater narrative • One (1) original and one (1) copy of deed restrictions with BUA spreadsheet • Two (2) copies of swale calculation • Two (2) copies of wetlands calculations • Two (2) sets of stormwater plans and details • Two (2) copies of the wetlands map • Corporate documents • One (1) check of the amount of$2,000 for LD express permit fee (*to3 � r AD i'l1 Stormwater Treatment & Erosion Control Narrative Woodward Park Subdivision — Carteret County Woodward Development Company proposes to construct an elevew(iy1`)I is residential subdivision on a 10.69 acres tract located on NC24 between SR1257 (Holly Lane) and SR1145 (Bogue Sound Drive) in Morehead Township, Carteret County. The site is currently undeveloped. The developer proposes to construct street (strip pavement), drainage &water distribution facilities as well as development (houses and individual septic systems) on individual lots (total disturbed area = 6.55 ac). The project is immediately adjacent to UT Bogue Sound (SA;HQW 20-36 (8.5)). The site contains an appreciable quantity of 404 wetlands (2.18ac); therefore, site area has been adjusted to 10.41 acres The project is proposed as Low Density (25% impervious). The project will include vegetated roadside swales and one (1) 5:1 outlet swale. Site topography is gently to moderately sloping (2 —6%). Soils in the areas to be disturbed are loamy sands underlain by denser strata. Silt fence and or temporary diversion ditches will be installed on all downslope portions of tract boundary, and temporary diversion ditches and sediment traps will contain sediment on site. '. r0 C.e a fi C T . as E ate a Q a) X a) c J Q E a) H co J C W M n M p� N " CO c) O: O zr. to d C __ O O 470. N- (I < N N- C.) Acio o CO N o to c g r r, a a) Y co co d COO o jOT co m C C CMa) a) j p -OO ,. N N O O Ow a) e .6 -c m m Q Q 0 0 0 0 a) �a e i• s H 11 ii II II y II 11 II II Q 3 m A Q 0. = , . . . . V) I I 976°53'00.00"V1l I I 976°52' )0.00"Vy I I 976°51'00.00"V!f I I r..n i y '+r _ r ‹f f ./` ap `. 4 4 / - •r '� y� 4i /4 4 ,BM — i .� 44 yy y 19 3d1� j} 1' 4• as ta _ _ . i"---------C.--- � f 1 � a /:sue/ 4. z o �._— ;W it, ry / z +- � o 0 / Or. E. l •. `, :. \_� / =ss :a.,.._.ssraY,F:e ._, aax: s=.%eraeto=c,- O ^3�t.�•�� I tea._i. ��- `_ .,�27•,' :t • ) $k c , _ eh), in .. 4.. - sR S, /�/ *.ram �( -7-ji7 i---•1167."-.1.• • 4 -6, • c)��� _.: z.� ��.FA : SAT � t..t. ' 1,' '�i ?it' (. � .�j.,;�.,I(` \j 11 . i ;) • . p i II':,.,, r ,._,..... . 7: .. ,. .„ , . 4 • � ' t F HA A 4 w1 M 1' Woodward A '. � ta► ate. Park S/D Z o i ,,� • ,....� •ti.1 " 0 � `}_w•-� Aim' y .}, :/ ;Si- • :t' \ x ry - a - O '' N'. i�\ r c Itt i71.'rlP• tom! (1slisl t 4`- 7 p 4 73;401361" . \ ''' - -'" •. . C-1 ''' lk WNW --; .• " ,1 I, - 7-- Witigrr ft--:•71-• 4 ;r • ::, r•;--ce?..." " I\ !Iiil, ,,„„..„ t, v ..,„ /,,, . i , r,--1.••••4 ,_ •, , ;:lit ` • �� r� //� /l rl�I 'U ' , 1. ti, - I +�i, '' ' {"� ), `+, \•_l, .� F�f / _�. 1i • — — -- INTNACCASIAt • L] — -7ey0e.ae,1 Z Z .0 ' 1 - — c0G __0— S 0ih v co o 0 676°53' )0.00"VW I I 076°52'00.00"14 I I 076°51' )0.00"VW I Name:MANSFIELD Location: 034°44'05.11"N 076°51'50.66"W NAD 27 Date:9/16/2008 Scale: 1 inch equals 2000 feet Copyright(C)2005,Maptech,Inc. Woodward Park Subdivision Adjusted Site Area/Built Upon Area Calculations Total Actual Site Area: 465,492 sf (10.69 ac) Wetlands Area: 94,960 sf (2.18 ac) 100' Wide Strip of Wetlands Area: 82,354 sf (1.90 ac) Method 1: Wetland Acreage/Total Site Acreage =2.18 ac/ 10.69 ac = 19.83% Wetlands Since 20.39%<25%,therefore Site Area= 10.69 ac Method 2: 100' Wide Strip: Site Area—Wetlands Area = 10.69 ac—2.18 ac= 8.51 ac Site Area for density= 8.51 ac+ 1.90 ac= 10.41 ac Since 10.41 ac< 10.69 ac,use area derived from Method 2 for calculating the allowable density. sti�_1 Oct. 1. 1UU13 1 :51FM Raleigh Ottice No. 1U7I r. 1 et_.... NORTH CAR�L�NA ' Department p ent of The Secretary of State To all whom these presents shall come, Greetings: I, ELATE F. MARSHALL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of A►.RTICLES OF INCORPORATION • OF WOODWARD DEVELOPMENT COMPANY the original,of which was filed in this office on the 4th day of March, 2008. 1f�TF=i� R�(~F I OC C 1 2008 1 BY -- A p,,, `, , m07., vrl IN WITNESS WHEREOF,I have hereunto set � , • ,, my hand and affixed my official seal at the City _ - ,i. _- ' of Raleigh,this 4th day of March,2008. cue 0_ - . ; li /Aim,J ,!fatalaie `.. R 0MI1'11��S may.. .__ - Certification#C20080600075I-1 Reference#C200806000751-1 Page: 1 of 2 Secretary of State verify this certificate online at www.secretary.state.nc.us/verification Oct. 1. 100h 1 :5211 KaIeigh Ut1 ce No. ZnI I'. i C2008600001n SOSID:1031022 State of North Carolina Date Filed:3/4/2008 9:16:00 AM Department of the Secretary of State la olinine F.SecrMaretary North Carolina Secretary of State C200806000751 ARTICLES OF INCORPORATION Pursuant to§55-2-02 of the General Statutes of North Carolina,the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation: I. The name of the corporation is: WOODWARD DEVELOPMENT COMPANY 2. The number of shares the corporation is authorized to issue is: 100,000 These shares shall be all of one class,designated as common stock. 3. The street address and county of the initial registered office of the corporation is; Number and Street: 2407 Grace Avenue City, State,Zip Code: New Bern,NC 28562 County: Craven 4. The mailing address If d erent from the street address of the initial registered office is: P.O.Box 975,New Bern,NC 28563 5. The name of the initial registered agent is: Beth F.Atkins 6. Any other provisions,which the corporation elects to include,are attached. 7. The name and address of each incorporator is as follows: • Beth F.Atkins . . 2407 Grace Avenue New Bern,NC 28562 8. The corporation has a principal office.The street address and county of the principal office of the corporation is: , • Number and Street : 111 Sea Trace Lane - City: Morehead City State: NC Zip Code: 28557 County:Carteret ' The mailing address is the same. 9. These articles will be effective upon filing. This the a day of 1664,1411 ,2008. BETH F.ATKINS,INCORPORATOR Certification#C200806000751-1 Reference#C200806000751-Page: 1 of 1 Oct. 1. 2008 1 52PM Raleigh Office No. 1U71 r. 4 BY-LAWS OF WOODWARD DEVELOPMENT COMPANY ARTICLE I OFFICES Section 1. Principal Office: The principal office of the corporation shall be located in Carteret County,North Carolina. Section 2. Registered Office: The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Section 3. Other Offices: The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors from time to time may determine,or as the affairs of the corporation may require. ARTICLE II MEETING OF SHAREHOLDERS Section 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the corporation or at such other place,either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat. Section 2. Annual Meetings: The annual meeting of shareholders shall be held at 7:30 p.m. on the second Tuesday in March of each year, if not a legal holiday, but if a legal holiday,then on the next day following not a legal holiday, for the purpose of electing directors of the corporation and for the transaction of such other business as properly may be brought before the meeting. Section 3. Substitute Annual Meetings: If the annual meeting shall not be held on the day designated by these By-Laws, a substitute annual Meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting. Section 4. Special Meetings: Special meetings of the shareholders may be called at any time by the President upon written request of a majority of the directors or holders of not less than one-tenth of all shares of stock entitled to vote at such meeting. Section 5. Notice of Meeting: Written notice stating the place,day and hour of the meeting shall be delivered not less than ten (10)nor more than sixty(60)days before the date thereof, either personally or by mail, to each shareholder of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting,the notice of meeting need not specifically state the business RF C"-T - 0C. 0 1 7008 Oct. 1, 20013 1 :52NM RaGeigh Ottice No. 2051 V. 5 Section 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the corporation to be kept as part of the corporate records. ARTICLE III DIRECTORS Section 1. General Powers: The business and affairs of the corporation shall be managed by the Board of Directors or by such Executive Committees as the Board may establish pursuant to these By-Laws. Section 2. Number, Term and Qualifications: The Board of Directors shall consist of two persons, unless the number of shareholders of the corporation is less than two, in which event the Board of Directors shall consist of the number of shareholders. Each director shall hold office until his death,resignation, retirement, removal or disqualification, or until his successor is elected and qualified. Section 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders, and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by secret ballot, Section 4. Cumulative Voting: Every shareholder entitled to vote at an election of directors shall have the tight to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote,or to cumulate his vote by giving one candidate as many votes as the number of directors multiplied by the number of his shares chnll equal, or by distributing such votes on the same principal among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the directors starts,his intention so to vote cumulatively; and if such announcement is made,the Chairman shall declare that all shares entitled to vote have the right to vote cumulatively and thereupon shall grant a recess of not less than one nor more than four hours, as he shall determine, or of such other period of time as is unanimously then agreed upon. Section 5. Removal: Any director may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors; provided however,unless the entire Board is removed,an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect a director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting. Notwithstanding the foregoing,removal of a Director or Directors may not be accomplished in this manner if otherwise provided in a valid Agreement among the Shareholders on voting. Section 6. Vacancies: A vacancy occurring in the Board of Directors may be filled by a. Oct. 1. 2008 1 :52PM Raleigh Ottice No. 1Uhl r. majority of the remaining directors,though less than a quorum,or by the sole remaining director. A vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Notwithstanding the foregoing, vacancies shall be filled according to the terms of a valid Shareholders Agreement rather than by the Bylaws if such an Agreement exists. Section 7. Chairman of the Board: There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. If a Chairman of the Board of Directors is not so elected, the President of the corporation shall preside at the meetings of the Board of Directors. Section 8. Compensation: The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board. Section 9. ,Executive Committee: The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws,may designate two or more directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility of liability imposed upon it or him by law. ARTICLE IV MEETINGS OF DIRECTORS Section 1. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide,by resolution,the time and place, either within or without the State of North Carolina,for the holding of additional regular meetings. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of North Carolina. Section 3. Notice of Meetings: Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting,give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Section 4. Waiver of Notice: Any director may waive entice of any meeting. The attendance by the director at a meeting shall constitute a waiver of notice of such meeting,except where a director attends a meeting for the express purpose of objecting to the transactions of any business because the meeting is not lawfully called or convened. REC V:J\7F Ali;' 01. ?oO BY: Oct. 1 1OUti 1 :52PM Raleigh Ott ice No. 2U51 r. 1 Section 5. Quorum: A majority of the Board of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 6. Manner of Acting; Except as otherwise provided in these By-Laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The unanimous vote of the duly elected directors shall be required for the following: (a) to adopt a resolution establishing an executive committee;or (b) to adopt,amend or repeal any By-Law; or (c) to adopt a resolution to dissolve the corporation without the action of the shareholders. Section 7. Presumption of Assent: A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 8. Informal Action by Directors: Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question in signed by all the directors and filed with the minutes of the proceedings of the Board,whether done before or after the action so taken. ARTICLE V OFFICERS Section 1. Number: The offices of the corporation shall consist of a President,a Secretary, and such other officers as the Board of Directors from time to time may elect. Any two or more offices may be held by the same person, except that no officer may act in more than one capacity where action of two or more officers is required. Section 2. Election and Term: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until his death,resignation,retirement,removal, disqualification or until his successor is elected and qualified. Limo i :Dirm Ka i e i gh U11 i ce No. 1051 F. 8 Section 3. ,Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause;but such removal shall be without prejudice to the contract rights,if any,of the person so removed. Section 4. Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors. Section 5. President; The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these By-Laws. He shall,when present,preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, leases, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the corporation,except when required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent and, in general,he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. • Section 6. Vice Presidents: In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as Vice Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President,and when so acting shall have all the powers of and be subject to all the restrictions upon the President Any Vice President, with the Secretary or an Assistant Secretary, may sign certificates for shares of the corporation; and shall perform, such other duties as from time to time may be assigned to him by the President or the Board of Directors. Section 7. Secretary►: The Secretary shall keep accurate records of the acts and proceedings of all meeting of shareholders and directors. He shall give all notices required by law and by these By-Laws. He shall have general charge of the corporate books and records and of the corporate seal,and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors. Section 8. Assistant Secretaries: In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary,and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice President, certificates for shares of the corporation. ��c`T C 12nn I Uct. 1. /UUti 1 :5 M Hal eigh Ott ito. iU)l Y. `J Section 7. Indemnification: Any person who at any time serves or has served as a director, officer, employee or agent of the corporation, or in such capacity at the request of the corporation for any other corporation,partnership,joint venture,trust or other enterprise,shall have a right to be indemnified by the corporation to the fullest extent permitted by taw against (a) reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity, and (b) reasonable payments made by him in satisfaction of any judgment,money decree, fine, penalty or settlement for which he may become liable in any such action,suit or proceeding. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this By-Law, including without limitation, to the extent needed,making a good faith evaluation.of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to,and obtaining approval by,the shareholders of the corporation. Any person who at any time acted in one of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided therein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this By-Law. Section 8. Arbitration: Any controversy or claim arising out of or relating to these By- Laws or the breach or interpretation thereof or out of or relating to the business of the Corporation shall be settled by a panel of three arbitrators, appointed by unanimous written agreement of the parties to the dispute;provided however,that the said parties may agree in writing to a panel of less than three. If the parties fail to so agree upon and appoint said panel within thirty (30) days after written demand of arbitration is served upon the parties to the dispute, any such party may then apply to the Court, pursuant to North Carolina General Statutes, Section 1-567.4, .for the appointment of one,neutral, qualified arbitrator to arbitrate the dispute. Except as expressly stated to the contrary in this Section 8, the provisions of Article 45A of Chapter 1 of the North Carolina General Statutes (the Uniform Arbitration Act), as amended from time to time, shall govern all arbitrations hereunder. Any shareholder upon acceptance of his or her shares of the Corporation shall be deemed to have adopted the provisions of this Section 8. The foregoing are certified to be 'a true and correct copy of the By-Laws of Woodward Development Company adopted as of 1444Steg tti ,2008. D 'el J. Reitz, S tary Oct. 1. 1008 1 :54NM Raleigh Of ice No. 205 N. 10 ORGANIZATIONAL MEETING OF THE SHAREHOLDERS OE WOODWARD DEVELOPMENT COMPANY. Pursuant to the General Statutes of North Carolina, Section 55-7-04, the undersigned being the shareholders of the above-referenced Corporation hereby adopt the following resolutions by signing their written consent hereto in lieu of a meeting. BY-LAWS RESOLVED" the By-Laws of the Corporation adopted by the Board of Directors of the Corporation on MAtLi1 ,2008,are hereby accepted,adopted and approved. RUCTION OF DIRECTORS RESOLVED, that the following persons are hereby elected asdirectors of the Corporation to serve as such until their successors shall have been duly elected and qualified: Daniel'.Reitz Patricia E.Reitz This action taken and effective this day of tiWAI ,2008.AzACit2 (11414,9 Daniel J.Reitz, S areholde r fatt. )e /o. Patricia E.Reitz,S , • •- • ( 1 ?nn Oct. 1. 10U8 1 :54PM Ka I e i gh Ott i ce No. 11151 r. 11 ORGANIZATIONAL MEETING OF THE INCORPORATOR OF WOODWARD DEVELOPMENT COMPANY Pursuant to the General Statutes of North Carolina, Section 55-2-05,the undersigned being the Incorporator of the above-referenced Corporation hereby adopts the following resolution by signing her written consent hereto in lieu of a meeting. ELECTION OF DIRECTORS WHEREAS, the Incorporator desires to elect Directors to complete the organization of the Corporation; RESOLVED, that the following persons are hereby elected as directors of the Corporation to complete the organization of the Corporation and to serve as such until their successors shall have been duly elected and qualified: Daniel J.Reitz Patricia E. Reitz This action taken and effective this.1,() day of E A. ,2008. "61A4 Beall F.Atkins,Incorporator Oct. 1. 1000 1 :54PM Raleigh Utt ice No. 1051 N. 11 ORGANIZATIONAL MEETING OF THE INITIAL BOARD OF DIRECTORS OF WOODWARD DEVELOPMENT COMPANY Pursuant to the General Statutes of North Carolina, Sections 55-2-06 and 55-2-05, the undersigned, bbing the Initial Directors named by the Incorporator of the above referenced Corporation,do hereby adopt the following resolutions by signing their written consent thereto: ADOPTION OF BY-LAWS RESOLVED, that the By-Laws which have been inserted into the minute book of the Corporation immediately preceding this Consent of Directors be, and they hereby are, adopted as the By-Laws of the Corporation. ELECTION OF OFFICERS RESOLVED, that the following persons be, and they hereby are, elected as officers of the Corporation to serve as such until their successors shall have been duly elected and qualified: President- PATRICIA E.REITZ VP/Secretary/Treasurer- DANIEL J.RETTZ CORPORATE SEAL RESOLVED, that the Corporate seal, an impression of which is affixed in the margin hereof be,and the same hereby is,adopted as the seal of this Corporation. STOCK CERTIFICATE • RESOLVED,that the form of the common stock certificate,.a copy of which is appended to. these minutes,be, and the same hereby is adopted and approved as the form of the common stock certificate to be used by the Corporation to evidence shares of its common stock. PLAN TO OFFER SMALL BUSINESS STOCK WHEREAS, the Corporation is a small business corporation, as such phrase is deiced in Section 1244 of the Internal Revenue Code,as amended; RESOLVED, that the following plan to issue "Section 1244 Stock" pursuant to the terms and conditions of the Internal Revenue Code, as amended, be, and the same hereby is, adopted by the Corporation: (a) This plan shall become effective of even date with the execution of these resolutions. R c c 1 iv BY Oct. 10UU I :54NM Kaleigh Ott ,c No. 1U51 f'. I (b) The Corporation is authorized to offer and issue 100,000 shares of common stock at$1.00 par value,none of which have been issued. (c) The maximum amount to be received by the Corporation in consideration of the stock to be issued pursuant to this plan shall be ONE MILLION DOLLARS ($1,000,000.00). (d) Said common stock issued pursuant to this plan shall be issued only for money or other property, and not for stock or securities. (e) Such other action is authorized and directed to be taken by the Corporation as may be necessary to qualify the stock offered and issued under this plan as "Section 1244 Stock" as such term is defined in the Internal Revenue Code,as amended, and the regulations issued pursuant thereto. RESOLVED FURTHER, that the officers of the Corporation be, and they hereby are, authorized to offer common shares of the Corporation from time to time for sale pursuant to the foregoing plan to such persons and upon such terms and conditions as they may deem to be in the best interests of the Corporation. ISSUANCE OF SHARES WHEREAS, a plan to offer Small Business Stock pursuant to the provisions of Section 1244 of the Internal Revenue Code, as amended, has heretofore been adopted by the Corporation; and WHEREAS, Daniel J. Reitz and Patricia E. Reitz have each subscribed for 500 shares of Common Stock of the Corporation (expressed as fully paid and non-assessable) pursuant to said plan for a subscription price of$500.00 cash; WHEREAS, the Board of Directors, in the exercise of its business judgment, deems it advisable to accept such subscription and to issue to each of Daniel J. Reitz and Patricia E. Reitz, 500 shares of the Corporation's Common Stock for the consideration set forth above; NOW, THEREFORE, BE IT RESOLVED,that 500 shares of the Corporation be issued to each of Daniel J.Reitz and Patricia E. Reitz expressed as fully paid and non-assessable; RESOLVED FURTHER, that the proper officers of the Corporation be, and they hereby are,authorized and directed to issue share certificates in accordance with the foregoing resolution in such denominations as the shareholders shall direct. FISCAL YEAR RESOLVED, that the fiscal year of the Corporation for tax, accounting and all other corporate purposes shall begin on January 1 and shall end on December 31 of each year the Oct. 1. 1UUa 1 :54PM Raleigh Ott ice No. 1U71 r. I Corporation shall remain in existence. BANKING RESOLUTIONS RESOLVED, that Sound Bank be, and it hereby is, designated as a depository of the Corporation, and that funds deposited therewith may be withdrawn upon a check, draft, note, or order of the Corporation,signed by the following: Name Title Patricia E. Reitz President Daniel J.Reitz Vice President/Secretary/Treasurer RESOLVED FURTHER, that the President shall be, and she hereby is, authorized to arrange for the borrowing of and to borrow from time to time from said Bank such sums upon such terms and conditions as to time of repayment, rate of interest and security therefor as she may determine. RESOLVED FURTHER, that the signature of the above referenced individuals shall be certified to said Bank by the Secretary of the Corporation utilizing said Bank's standard Certified Copy of Corporate Resolutions,which resolutions are hereby incorporated herein by reference. EXPENSES RESOLVED, that the President of the Corporation be, and hereby is, authorized and directed to pay and discharge all taxes, fees, and other expenses heretofore incurred or to be incurred in or about the organigation of this Corporation and to reimburse the officers of this Corporation and all other persons for all expenditures heretofore made by them in such connection. BUSINESS OF THE CORPORATION RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to do and perform all acts and things necessary or appropriate to commence and carry on all of the business that the Corporation was formed to conduct together with any other directly, indirectly,horizontally or vertically related business venture or enterprise as set out in the Corporate Charter. This action is effective the f O-day of p ,2008. D 'el J. Reitz,Ini Director Ame,,..4„e Patricia E.Reitz,Ina al c0 tor BY express request-Woodward Park Subdivision Subject:express request-Woodward Park Subdivision . From:"Pascal G.Pandosy"<pascalcce@bizec.rr.com> Date:Fri,19 Sep 2008 09:30:57-0400 To:<janet.russell@ncmail.net> Ms Russell, Please find attached the express permitting request documents for the referenced project. As for the scoping/submittal meeting,any day before the end of the month of september,preferably in the morning,would be fine. Thanks. Pascal G. Pandosy Crystal Coast Engineering, PA Civil Engineering Technician 3817-3 Freedom Way Hubert, NC 28539 tel: 910-325-0006(9 pascalcce@bizec.rr.com fax: 910-325-0060 ppacificblue@embargmail.com mobile: 910-581-3325 t Want to always have my latest info? Want a signature like this? .,,/' art`+Y — i ' '�_ -► L . A 1. - kita_,_ PI___L___I---LI --) :• t, r t • 1 ,t i I t ; N„_.,../' .Anfi:Z.:.,;-.A 0 / !11 \ CRO Tki . i I Llasi.2..>.. I/.*Al* is • „ iik,.. ::� •!q I Woodward ' :1 ,r ` ;.,r too :,,, - *, ir° el., ._ .4111, „.„ ._• ,.. ,, _. „ / , , s • .� r . ' ParkS1D •- �+4 r f c' 1 �/ r 16t lkitt ate_f• i T"'. f� • �'S ,I tr_ r.„,_ ,,.,,,,. .,s, l •'a ,• ,r : •• ram...q .r �, 4� •f ., , r € ✓JK+' - Ir ,• l 1 r Nte.,' :.ovs Gmp`..r f; „,....f ,' 4111 --,__I„ , ;€ /jai _ -r j , 1 i! i - , i 'c:.- s..£1.m tis• /.+�J;(. "r^= `:o-J Y '(��.6J� J .. Y• i"f _�} � s jT WtnACOA51'A6 WA yor a a Uavbescon to aaybescor+ oOayAaaCOn c cot A o payer II 1. Content-Type: applicationlmsword i Express Request.doc Content-Encoding:base64 1 of 2 9/19/2008 12:20 PM . �.- --r. — �• _, ---r— �:r N.- _„./_L. '� 1..'r - 4 _ 0 l Af ' .. � ! � � }�+i .4. V--' f{.0 . Wei , : . 1/ _ ‘rsc ,\lir . ‘,:;,,, .' II . ..,.., .?? . • ! , .. 1 . Mji ii, ,,,,,,,,r..j.i. Miliri 'i:!...•. , • X___..1_'-• " o 1 { I .,,-NL...i! .- r ..,. i LA-.„,,, • ee•l lTi.1.\,I\I\I'l'.PiI.IPAI.eI.-:I*IS.','-,,,..'.:..i.—\f':'.`\''t ''--"--‘x-.i.-1.fe'-"--._1--"t-,.._--,.ILIreI‘!I'-"'i+1;'-, '.k i.'.'I;'',11 i',N1'''.,.‘-N.614,,i :1'*.0"4=Ia•-1r-_L•1 1-.1 1s11at 1.1'1iA,1'I1D 11tf 1 1II1F''1-A-.1,•41••1r111,V1-1,,1i.1s!11i1.lM1.ki";.•im:‘•,7•rL..p•-•--:,,(-)'1"4;11RiI d0T,',k'yi.;-•l-i Ir 6.-,) Noodrrard `'`- . I 1 u ■ Na Park t' s..-..:.f[ j ..1.t lI,I, I 1.'.,t•„iqt1'r'';':--',v.*,,?:.-•7..„'\•1,i,,,,,-(,.,.,,.,-,`-.'-.,.',•..7 ::'.....'„..4-','...-.."..'''r''o ii'l.t1.1/.',.t,s4/.'''"C•,',a-*''r-j'n'.''.:'-..,'.':-'!:.'./'/4i,•,,:'/'..4.,._*,,.a!,,,--._.-‘i•.,--.-.ft-,.s.7'.-.•o.!,,:. +•• Ne { p ?' & , v .:./ i !1 'iT �� r. ,:1I' i!.� -,�-. (_. �. ' t: qk i I t,ghto (7 474,ACC SAC- — L'rwtF q n Davouco' o Uaybeecon o Dybeacof ott 1 opt ir 1 r Oct. I. IUUti I ;hlrM Kaleigh Utt ice No. 2051 F. 1 k dc�.-i�. ., NORTH CAROLINA tir, Department of The Secretary of State To all whom these presents shall come, Greetings! I, ELAINE F. MARSHA,LL, Secretary of State of the State of North Carolina, do hereby certify the following and hereto attached to be a true copy of ARTICLES OF INCORPORATION OF WOODWARD DEVELOPMENT COMPANY the original of which was filed in this office on the 4th day of March, 2008. NO&- ,C>(,) \.)3C"_t\k, V, --Vpl►WMq i, F ""''��" a' IN WITNESS WHEREOF,I have hereunto set % ' my hand and affixed my official seal at the City P~ 4ip'w I of Raleigh, Nail 4th day of March,2008. �`4 itit `� ff ///eA/��1 4# ..._........... Cetti cation#0 C200806000751-1 Rem C200806000751-1 Page: 1 of 2 Secretary of State Very this certificate oxaline at www.secretary.state.nc.us/verification Uct, I. 2UUtl l : ZYM Raleigh Ott ice No. 2051 P. 3 C200806oao1st • SOSID; 1031022 4 State of North CarolinaDate Red:3/412008 9:16:O0.AM Xlaine F.Marshall Department of the Secretary of State North Carolina Secretary of State ARTICLES OF INCORPORATION C200806000751 Pursuant to §55-2-02 of the General Statutes of North Carolina,the undersigned does hereby submit these Articles of Incorporation for the purpose of forming a business corporation: I. The name of the corporation is: WOODWARD DEVELOPMENT COMPANY 2. The number of shares the corporation is authorized to issue is: 100,000 These shares shall be all of one class,designated as common stock. 3. The street address and county of the initial registered office of the corporation is; Number and Street: 2407 Grace Avenue City, State,Zip Code: New Bern,NC 28562 County: Craven 4. The mailing address if different from the street address of the initial registered office is: P.O.Box 975,New Bern,NC 28563 5. The name of the initial registered agent is:Beth F.Atkins 6. Any other provisions,which the corporation elects to include,are attached. 7. The name and address of each incorporator is as follows: Beth F.Atkins 2407 Grace Avenue New Bern,NC 28562 8. The corporation has a principal office.The street address and county of the principal office of the corporation is: " '' . . Number and Street: I I I Sea Trace Lane City: Morehead City State: NC Zip Code: 28557 County: Carteret The mailing address is the same. 9. These articles will be effective upon filing. This the 4 y1 _ day of_g M1 ,2008. BETH F.ATKINS,INCORPORATOR Certifteation#C200806000761-1 Reference#C200806000761-Page: 1 of 1 Oct. 1. 2008 1 :52PM Raleigh Ott ice No. 2051 r. 4 BY-LAWS OF WOODWARD DEVELOPMENT COMPANY ARTICLE I OFFICES Section 1. Principal Office: The principal office of the corporation shall be located in Carteret County,North Carolina. Section 2. Registered Office: The registered office of the corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office. Section 3. Other Qffices: The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors from time to time may determine,or as the affairs of the corporation may require. ARTICLE II MEETING OF SHAREHOLDERS Section 1. Place of Meetings: All meetings of shareholders shall be held at the principal office of the corporation or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat. Section 2. Annual Meetings: The annual meeting of shareholders shall be held at 7:30 p.m. on the second Tuesday in March of each year, if not a legal holiday, but if a legal holiday, then on the next day following not a legal holiday, for the purpose of electing directors of the corporation and for the transaction of such other business as properly may be brought before the meeting. Section 3. Substitute Annual Meetings: If the annual meeting shall not be held on the day designated by these By-Laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting. Section 4. Special Meetings: Special meetings of the shareholders may be called at any time by the President upon written request of a majority of the directors or holders of not less than one-tenth of all shares of stock entitled to vote at such meeting. Section 5. Notice of Meeting: Written notice stating the place,day and hour of the meeting shall be delivered not less than ten (10)nor more than sixty(60)days before the date thereof, either personally or by mail, to each shareholder of record entitled to vote at such meeting. In the case of . an annual or substitute annual meeting,the notice of meeting need not specifically state the business Oct. 1. 1U08 I :52PM Raleigh Off No. 2051 P. 5 Section 11. Informal Action by Shareholders: Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting and filed with the Secretary of the corporation to be kept as part of the corporate records. ARTICLE III DIRECTORS Section 1. General Powers: The business and affairs of the corporation shall be managed by the Board of Directors or by such Executive Committees as the Board may establish pursuant to these By-Laws. Section 2. Number, Term and Oualifieations: The Board of Directors shall consist of two persons, unless the number of shareholders of the corporation is less than two, in which event the Board of Directors shall consist of the number of shareholders. Each director shall hold office until his death, resignation,retirement, removal or disqualification, or until his successor is elected and qualified. Section 3. Election of Directors: Except as provided in Section 6 of this Article, the directors shall be elected at the annual meeting of shareholders, and those persons who receive the highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of directors shall be by secret ballot. Section 4. Cumulative Voting: Every shareholder entitled to vote at an election of directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are directors to be elected and for whose election he has a right to vote,or to cumulate his vote by giving one candidate as many votes as the number of directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principal among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy bolder announces in open meeting, before the voting for the directors starts,his intention so to vote cumulatively; and if such announcement is made, the Chairman shall declare that all shares entitled to vote have the right to vote cumulatively and thereupon shall grant a recess of not less than one nor more than four hours, as be shall determine, or of such other period of time as is unanimously then agreed upon. Section 5. Removal: Any director may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of directors; provided however,unless the entire Board is removed, an individual director may not be removed if the number of shares voting against the removal would be sufficient to elect a director if such shares were voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting. Notwithstanding the foregoing,removal of a Director or Directors may not be accomplished in this manner if otherwise provided in a valid Agreement among the Shareholders on voting. Section 6. Vacancies: A vacancy occurring in the Board of Directors may be filled by a. Uct. 1. 200U 1 :52PM Raleigh (Mice No. 2O N. h majority of the remaining directors,though less than a quorum,or by the sole remaining director. A vacancy created by an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose. The shareholders may elect a director at any time to fill any vacancy not filled by the directors. Notwithstanding the foregoing, vacancies shall be filled according to the terms of a valid Shareholders Agreement rather than by the Bylaws if such an Agreement a ists. Section 7. Chairman of the Board: There may be a Chairman of the Board of Directors elected by the directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board. If a Chairman of the Board of Directors is not so elected, the President of the corporation shall preside at the meetings of the Board of Directors. Section 8. Compensation: The Board of Directors may compensate directors for their services as such and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board. Section 9. Executive Committee: The Board of Directors, by resolution adopted by a majority of the number of directors fixed by these By-Laws,may designate two or more directors to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility of liability imposed upon it or him by law. ARTICLE IV MEETINGS OF DIRECTORS Section 1. Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide,by resolution,the time and place, either within or without the State of North Carolina,for the holding of additional regular meetings. Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any two directors. Such meetings may be held either within or without the State of North Carolina. Section 3. Notice of Meetings:. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called. Section 4. Waiver of Nojire: Any director may waive notice of any meeting. The attendance by the director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transactions of any business because the meeting is not lawfully called or convened. Oct. I. 1UUU I :DirM Kaleigh Utlice No. 1051 N. I Section 5. Quorum: A majority of the Board of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Section 6. Manner of Acting: Except as otherwise provided in these By-Laws, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. The unanimous vote of the duly elected directors shall be required for the following: (a) to adopt a resolution establishing an executive committee;or (b) to adopt,amend or repeal any By-Law;or (c) to adopt a resolution to dissolve the corporation without the action of the shareholders. Section 7. Presumption of Assent: A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail, to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. Section 8. Informal Action by Directors: Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question in signed by all the directors and filed with,the minutes of the proceedings of the Board,whether done before or after the action so taken. ARTICLE V OFFICERS Section 1. Number: The offices of the corporation shall consist of a President,a Secretary, and such other officers as the Board of Directors from time to time may elect. Any two or more offices may be held by the same person, except that no officer may act in more than one capacity where action of two or more officers is required. Section 2. Election and Tefm: The officers of the corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until his death,resignation,retirement,removal,disqualification or until his successor is elected and qualified. v� �• h cvvo I :7]riw Raleigh (Mice No. 2051 N. $ Section 3. Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause;but such removal shall be without prejudice to the contract rights,if any,of the person so removed. Section 4. Compensation: The compensation of alt officers of the corporation shall be fixed by the Board of Directors. Section 5. President; The President shall be the principal executive officer of the corporation and, subject to the control of the Board of Directors, shall supervise and control the management of the corporation in accordance with these By-Laws. He shall,when present,preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, leases, mortgages, bonds, contracts or other instruments which may be lawfully executed on behalf of the corporation, except when required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be delegated by the Board of Directors to some other officer or agent and, in general,he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. Section 6. Vice Presidents: In the absence of the President or in the event of his death, inability or refusal to act, the Vice Presidents, in the order of their length of service as Vice Presidents, unless otherwise determined by the Board of Directors, shall perform the duties of the President,and when so acting shall have all the powers of and be subject to all the restrictions upon the President. Any Vice President, with the Secretary or an Assistant Secretary, may sign certificates for shares of the corporation; and shall perform such other duties as from time to time may be assigned to him by the President or the Board of Directors. Section 7. Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meeting of shareholders and directors. He shall give all notices required by law and by these By-Laws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors. Section 8. Assistant Secretaries: In the absence of the Secretary or in the event of his death, inability or refusal to act, the Assistant Secretaries, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have all the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice President, certificates for shares of the corporation. Uct. I. 100ti I :53NM Raleigh Ull i ce No. lQ ! r. 9 Section 7. Indemnification: Any person who at any time serves or has served as a director, officer, employee or agent of the corporation, or in such capacity at the request of the corporation for any other corporation,partnership,joint venture, trust or other enterprise,shall have a right to be indemnified by the corporation to the fullest extent permitted by law against: (a) reasonable expenses, including attorneys' fees, actually and necessarily incurred by him in connection with any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the corporation, seeking to hold him liable by reason of the fact that he is or was acting in such capacity,and (b) reasonable payments made by him in satisfaction of any judgment,money decree, fine, penalty or settlement for which he may become liable in any such action,suit or proceeding. The Board of Directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by this By-Law, including without limitation, to the extent needed,making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him and giving notice to,and obtaining approval by,the shareholders of the corporation. Any person who at any time acted in one of the aforesaid capacities for or on behalf of the corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided therein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provision of this By-Law. Section 8. Arbitration: Any controversy or claim arising out of or relating to these By- Laws or the breach or interpretation thereof or out of or relating to the business of the Corporation shall be settled by a panel of three arbitrators, appointed by unanimous written agreement of the parties to the dispute; provided however,that the said parties may agree in writing to a panel of less than three. If the parties fail to so agree upon and appoint said panel within thirty (30) days after written demand of arbitration is served upon the parties to the dispute, any such party may then apply to the Court, pursuant to North Carolina General Statutes, Section 1-567.4, for the appointment of one, neutral, qualified arbitrator to arbitrate the dispute. Except as expressly stated to the contrary in this Section 8, the provisions of Article 45A of Chapter 1 of the North Carolina General Statutes (the Uniform Arbitration Act), as amended from time to time, shall govern all arbitrations hereunder. Any shareholder upon acceptance of his or her shares of the Corporation shall be deemed to have adopted the provisions of this Section 8. The foregoing are certified to be a true and correct copy of the By-Laws of Woodward Development Company adopted as of "DR ifl ,2008. D 'e1 J. Reitz, S tary vct. i. MU 1 :54rM Haleigh Uttice No. 1051 P. 10 ORGANIZATIONAL MEETING OF THE SHAREHOLDERS OF WOODWARD DEVELOPMENT COMPANY. Pursuant to the General Statutes of North Carolina, Section 55-7-04,the undersigned being the shareholders of the above-referenced Corporation hereby adopt the following resolutions by signing their written consent hereto in lieu of a meeting. BY-LAWS RESOLVED,that the By-Laws of the Corporation adopted by the Board of Directors of the Corporation on M {1 It _ ,2008,are hereby accepted, adopted and approved. ELECTION OF DIRECTORS RESOLVED, that the following persons are hereby elected as directors of the Corporation to serve as such until their successors shall have been duly elected and qualified: Daniel J.Reitz Patricia E.Reitz This action taken and effective this Va-day of ilitUg ,2008. 4 I I 417wr,x4.. Daniel J.Reitz, S areholder \ fie);II ) I Patricia E.Reitz,S r'• - Uct. I. LOON I :54YM Kaleigh Uttice No. 2051 Y. II ORGANIZATIONAL MEETING OF THE INCORPORATOR OF WOODWARD DEVELOPMENT COMPANY Pursuant to the General Statutes of North Carolina, Section 55-2-05,the undersigned being the Incorporator of the above-referenced Corporation hereby adopts the following resolution by signing her written consent hereto in lieu of a meeting. ELECTION OF DIRECTORS WHEREAS, the Incorporator desires to elect Directors to complete the organization of the Corporation; RESOLVED, that the following persons are hereby elected as directors of the Corporation to complete the organization of the Corporation and to serve as such until their successors shall have been duly elected and qualified: Daniel J.Reitz Patricia E. Reitz This action taken and effective this jay of rlaL.. ,2008. Beth F.Atkins,Incorporator Uct. 1. 1UUa 1 :h4fM Kaleigh Uttice No. 2051 N. 12 ORGANIZATIONAL MEETING OF THE INITIAL BOARD OF DIRECTORS OF WOOD WARD DEVELOPMENT COMPANY Pursuant to the General Statutes of North Carolina, Sections 55-2-06 and 55-2-05, the undersigned, bbing the Initial Directors named by the Incorporator of the above referenced Corporation,do hereby adopt the following resolutions by signing their written consent thereto: ADOPTION OF BY-LAWS RESOLVED, that the By-Laws which have been inserted into the minute book of the Corporation immediately preceding this Consent of Directors be, and they hereby are, adopted as the By-Laws of the Corporation. ELECTION OF OFFICERS RESOLVED, that the following persons be, and they hereby are, elected as officers of the Corporation to serve as such until their successors shall have been duly elected and qualified: President- PATRICIA E.REITZ VP/Secretary/Treasurer- DANIEL J.REI TZ CORPORATE SEAL RESOLVED, that the Corporate seal, an impression of which is affixed in the margin hereof,be,and the same hereby is,adopted as the seal of this Corporation • . '. STOCK CERTIFICATE RESOLVED,that the form of the common stock certificate,.a copy of which is appended to these minutes,be, and the same hereby is adopted and approved as the form of the common stock certificate to be used by the Corporation to evidence shares of its common stock. PLAN TO OFFER SMALL BUSINESS STOCK WHEREAS, the Corporation is a small business corporation, as such phrase is defined in Section 1244 of the Internal Revenue Code,as amended; RESOLVED, that the following plan to issue "Section 1244 Stock" pursuant to the terms and conditions of the Internal Revenue Code, as amended, be, and the same hereby is, adopted by the Corporation: (a) This plan shall become effective of even date with the execution of these resolutions. uct. I. 1UUU 1 :541'M Kaleigh Uttice No, 2051 N. 13 (b) The Corporation is authorized to offer and issue 100,000 shares of common stock at$1.00 par value,none of which have been issued. (c)The maximum amount to be received by the Corporation in consideration of the stock to be issued pursuant to this plan shall be ONE MILLION DOLLARS ($I,000,000.00). (d) Said common stock issued pursuant to this plan shall be issued only for money or other property, and not for stock or securities. (e) Such other action is authorized and directed to be taken by the Corporation as may be necessary to qualify the stock offered and issued under this plan as "Section 1244 Stock" as such teen is defined in the Internal Revenue Code, as amended,and the regulations issued pursuant thereto. RESOLVED FURTHER, that the officers of the Corporation be, and they hereby are, authorized to offer common shares of the Corporation from time to time for sale pursuant to the foregoing plan to such persons and upon such terms and conditions as they may deem to be in the best interests of the Corporation. • ISSUANCE OF SHARES WI•-IEREAS, a plan to offer Small Business Stock pursuant to the provisions of Section 1244 of the Internal Revenue Code, as amended, has heretofore been adopted by the Corporation; and WHEREAS, Daniel J. Reitz and Patricia E. Reitz have each subscribed for 500 shares of Common Stock of the Corporation (expressed as fully paid and non-assessable) pursuant to said plan for a subscription price of$500.00 cash; WHEREAS, the Board of Directors, in the exercise of its business judgment, deems it advisable to accept such subscription and to issue to each of Daniel J. Reitz and Patricia E. Reitz, 500 shares of the Corporation's Common Stock for the consideration set forth above; NOW, THEREFORE, BE IT RESOLVED,that 500 shares of the Corporation be issued to each of Daniel J.Reitz and Patricia E.Reitz expressed as fully paid and non-assessable; RESOLVED FURTHER, that the proper officers of the Corporation be, and they hereby are,authorized and directed to issue share certificates in accordance with the foregoing resolution in such denominations as the shareholders shall direct FISCAL YEAR RESOLVED, that the fiscal year of the Corporation for tax, accounting and all other corporate purposes shall begin on January 1 and shall end on December 31 of each year the Uct. I. 1UUU 1 :54rM Haleigh Utt , ce No. 1U51 r, 14 Corporation shall remain in existence. BANKING RESOLUTIONS RESOLVED, that Sound Bank be, and it hereby is, designated as a depository of the Corporation, and that funds deposited therewith may be withdrawn upon a check, draft; note, or order of the Corporation, signed by the following: Name Title Patricia E. Reitz President Daniel J.Reitz Vice President/Secretary/Treasurer RESOLVED FURTHER, that the President shall be, and she hereby is, authorized to arrange for the borrowing of and to borrow from time to time from said Bank such sums upon such terms and conditions as to time of repayment, rate of interest and security therefor as she may determine. RESOLVED FURTHER, that the signature of the above referenced individuals shall be certified to said Bank by the Secretary of the Corporation utilizing said Bank's standard Certified Copy of Corporate Resolutions,which resolutions are hereby incorporated herein,by reference. EXPENSES RESOLVED, that the President of the Corporation be, and hereby is, authorized and directed to pay and discharge all taxes, fees, and other expenses heretofore incurred or to be incurred in or about the organization of this Corporation and to reimburse the officers of this Corporation and all other persons for all expenditures heretofore made by them in such connection. BUSINESS OF THE CORPORATION RESOLVED, that the officers of the Corporation be, and they hereby are, authorized and directed to do and perform all acts and things necessary or appropriate to commence and carry on ail of the business that the Corporation was formed to conduct together with any other directly, indirectly,horizontally or vertically related business venture or enterprise as set out in the Corporate Charter. This action is effective the spit day of migai , 2008. D 'el J. Reitz,Ini ' Director Patricia E. Reitz,Ini•alit tor PI\ShIpp\drp\base.drg 6/L9/2008 42608 PM EDT N.C.HWY 24 •1•%10all 1 n WW1 OR (oo'PUBUC R/W) 11 aA,�/--To- P d 59YNp OR UPI Q NI pm c�_ —OVN ova � � gjit c n 4 \\\\-7 I �. HOLLY Mr 1 I t..i.'.1 e . o a illuI1It' ff "P fA e _ 2 p' c8\ ' it ,110 22 - t iI H; . 1 7 Ia '1.,,t R I A z 1 .14 1 0 \; ' kYrk 1,r V ,,"ae 7 1°,T.II) A 44 M-- i 'a 1 1 --- s' \\ '`' __ s 18 A ti \ P\ 1 x li 'I ' "-'Ij I5 ill Arlo -R ' - {4 1 -= d �;�-' i J._ L- I 3 I' I I s-o- -ag�g \ $ tolI;• -IB1 ,.T---t in 13 t `ti``t `ti © I., `I ` d ro ' '',6 I I s ky s a Val � y:f g, \ V,, $® •,,ice E gpipi m 2 00 i r , ' a v I\ n 1 -8$4. g 1 —r l9T AC 91 i A III ' Aral eA[�IDe n kl boo.* Ar' �' .S R ge 1 I pf,1➢ i I A I illig T 'E 3 3: GENERAL SITE PLAN - 9 ! N m g WOODWARD PARK ♦ Crystal Coast Engineering,P.A. ONItnd Environmental Consulting Englneem David K.Newsom,PE a $ J v YgRB1ERD 1K%E 1F .. CAR1FAEi COUNTY rail-a Rana I R. R Freshwater,K ID,PE e rRIR.(nal ae-ume- rue(eIN ae-ooeo g PPEPDI MR I V 1 Yeebrr rswbPnrn 41eaeLNt1 Sae Tram La-Krsarb RC 28141 I I I I I 1 1 1 1 1 Re:,Woodward Park-bua per lot????amended to add item 2 Subject: Re: Woodward Park-bua per lot ???? amended to add item 2 From: Mary Jean Naugle<Mary.Naugle@ncmail.net> Date: Wed, 15 Oct 2008 14:03:42 -0400 To: Mary Jean Naugle<Mary.Naugle@ncmail.net> CC: David Newsom<crystalcoasteng@bizec.rr.com>, "Pascal G. Pandosy" <pascalcce@bizec.rr.com> 2. The scour holes cannot be in the wetlands. I also need the O&M signed for the level spreaders. Please update the documents and mail me the updated version. Re: 1. on the bua per lot. you can go 10 % over on the lots = up to 35% per lot and not have a pocket of high density. i am sorry, i was trying to issue this but i should wait for these. thank you Mary Jean Naugle wrote: Dave; 1. Why are the deed restrictions and bua for 5,075 sf per lot on 12 lots when you could take it to 6, 621 sf for 79,452 and keep it under the 25 %? did i miss something? . the low density supplement comes up with 6, 621 but the deed restriction and the bua on the application are consistent with 5,075 sf/lot. i can go with whatever you want, i just thought you wanted to take it to the limit ??? thank you 1 of 1 10/15/2008 2:18 PM