HomeMy WebLinkAboutNCG170046_Owner Change_20190506PAT MCCRORY
DONALD R. VAN DER VAART
K_ S. JAY ZIMMERMAN
Water Resources �2'• Zg P — epY1/l 17 (ESL ENVIRONMENTAL QUALITY
PERMIT NAME/OWNERSHIP CHANGE FORM J
I. CURRENT PERMIT INFORMATION:
Permit Number: NCG170000 (Cert of Coverage #NCG170046)
1. Facility Name: Highland Industries Inc.
II. NEW OWNER/NAME INFORMATION:
1. This request for a name change is a result of: fC"D/NCDEQ/0W; t
x_a. Change in ownership of property/company MAY 0 6 2019
b. Name change only
Water Quality
c. Other (please explain): Permitting SecGpn
2. New owner's name (name to be put on permit):
Tex -Tech Coatings LLC
3. New owner's or signing official's name and title: Charles Watson
(Person legally responsible for permit)
Plant Manager
(Title)
4. Mailing address: 215 Drummond St. City: Kernersville
State:NC_ Zip Code:27284
Phone: (336) 992-1471
E-mail address: Charles.watson(a-),highlandindustries.com or cwatson(a)textechindustries.com
THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVISION UNLESS ALL OF THE
APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL.
REQUIRED ITEMS:
1. This completed application form
2. Legal documentation of the transfer of ownership (such as a property deed, articles of
incorporation, or sales agreement)
[see reverse side of this page for signature requirements]
State of North Carolina I Environmental Quality I Water Resources
1617 Mail Service Center I Raleigh, NC 27699-1617
919 807 6300 919-807-6389 FAX
https:Hdeq. nc.gov/about/divisions/water-resources/water-resources-pennits/wastewater-branch/npdes-wastewater-pennits
NPDES Name & Ownership Change
Page 2 of 2
Applican ' Certification: (eS
I, j W-- CAP W�'�Sc�rr� , attest that this application for a
name/ownership change has been reviewed and is accurate and complete to the best of my
knowledge. I understand that if all required parts of this application are not completed and that
if all required supporting information and attachments are not included, this application
package will be returned as incomplete.
Signature: IV IkP� Date: 41 Zl 4fiLt-'
THE COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING
INFORMATION & MATERIALS, SHOULD BE SENT TO THE FOLLOWING ADDDRESS:
NC DEQ / DWR / NPDES
1617 Mail Service Center
Raleigh, North Carolina 27699-1617
Version 712016
EXECUTION VERSION
ACTION OF THE SOLE MEMBER
IN LIEU OF ORGANIZATIONAL MEETING OF
TEX-TECH COATINGS, LLC,
a Delaware limited liability company
January 17, 2019
The undersigned, being the sole member (the "Sole Member") of Tex -Tech Coatings,
LLC, a Delaware limited liability company (the "Company"), acting by written consent without
a meeting pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §18-101, et seq.,
does hereby consent to the adoption of the following resolutions:
Certificate of Formation
RESOLVED, that a copy of the certificate of formation of the Company as filed
with the Secretary of State of the State of Delaware and bearing the file stamp and
certification of the Secretary of State of the State of Delaware, and attached hereto
as Exhibit A, be inserted into the Minute Book (as defined below) and that the
contents of said certificate are confirmed, accepted, adopted and ratified in all
respects.
Limited Liability Company Agreement
RESOLVED, that the Limited Liability Company Agreement of the Company
(the "LLC Agreement"), attached hereto as Exhibit B, be, and is hereby approved,
ratified and confirmed in all respects and is effective as of the date hereof.
Appointment of Officers
RESOLVED, that, effective immediately, the following persons be, and the same
hereby are, appointed as officers of the Company to the offices set forth opposite
their respective names, to serve until their respective successors are duly
appointed and qualified or until their earlier resignation, death or removal from
office:
Name
Office
Peter Manos
President and Secretary
Erica Son
Vice President and Assistant
Secretary
Ciaran Lynch
Chief Executive Officer
John Stankiewicz
Treasurer and Chief
Financial Officer
Stephen Judge
Executive Vice President
Authority of Officers
RESOLVED, that, except to the extent limited by the Sole Member with respect
to signing authority on the Company's bank accounts, the officers of the
Company are authorized to sign and execute in the name and on behalf of the
Company all applications, contracts, leases and other deeds and documents or
instruments in writing of whatsoever nature that may be required in the ordinary
course of business of the Company and that may be necessary to secure for
operation of the Company's affairs, as well as any governmental permits and
licenses for, and incidental to, the lawful operations of the business of the
Company, and to do such acts and things as such officers deem necessary or
advisable to fulfill such legal requirements as are applicable to the Company and
its business.
Principal Executive Office
RESOLVED, that the initial location of the Company's principal executive office
for the transaction of business shall be 5425 Wisconsin Avenue, Suite 200, Chevy
Chase, MD 20815.
Minute Book
RESOLVED, that the Company shall maintain as part of its corporate records a
book entitled "Minute Book" (the "Minute Book") which shall include certified
copies of its certificate of formation and LLC Agreement and any amendments
thereto, all minutes and notices of all meetings of the members and committees,
including the number of units present or represented at members' meetings,
actions by written consent of the committees and members and any other records
which the Secretary of the Company deems advisable to be maintained in the
Minute Book.
Unit Certificate
RESOLVED, that the units representing lie limited liability company interests of
the Company shall be uncertificated.
Bank Resolutions
RESOLVED, that the President, Chief Executive Officer, Vice President,
Secretary and the Treasurer of the Company, and such other officers as
specifically authorized by any of them or the Sole Member, be, and each of them
hereby is, authorized: (a) to designate one or more banks, money market funds,
mutual funds or other financial institutions as depositories of the funds of the
Company, (b) to open, maintain and close general and special accounts, including,
but not limited to, checking, savings, safety deposit box and any other special
accounts, with any such depositories, (c) to endorse for deposit any checks, drafts
or other evidences of indebtedness made payable to the order of the Company and
to sign on behalf of the Company checks, drafts and other orders obligating the
Company to pay money with respect to any funds standing to the credit of the
Company in such account or accounts, (d) to cause to be deposited, from time to
time in such accounts with any such depository, such funds of the Company as
such officers deem necessary or advisable, and to designate or change the
designation of the officer or officers or agent or agents of the Company
authorized to make such deposits and to endorse checks, drafts and other
instruments for deposit, (e) to designate, change or revoke the designation, from
time to time, of the officer or officers or agent or agents of the Company
authorized to sign or countersign checks, drafts, or other orders for the payment of
money issued in the name of the Company against any funds deposited in any of
such accounts, (f) to authorize the use of facsimile or other electronic signatures
for the signing or countersigning of checks, drafts or other orders for the payment
of money and to enter into such agreements as banks and similar financial
institutions customarily require as a condition for permitting the use of facsimile
or other electronic signatures and (g) to make such general and special rules and
regulations with respect to such accounts as they may deem necessary and
advisable and to complete, execute and certify any customary printed blank
signature card forms in order to exercise conveniently the authority granted by
this resolution, and any resolutions printed on such cards are deemed adopted as a
part of this resolution.
RESOLVED FURTHER, that the Company is authorized to enter into such
arrangements with any financial institution designated by any such officer or
other person authorized above, and that any documentation, including, but not
limited to, the standard form of corporate resolutions required now or in the future
by each such financial institution in connection with such arrangements are
hereby adopted and/or ratified as resolutions of the Sole Member, and the
Secretary or any other officer of the Company is hereby authorized to (a) obtain
the necessary signatures of the officers of the Company on any such
documentation, (b) execute the necessary certifications, including any document
to certify that such resolutions have been duly adopted by the Sole Member and
(c) take such other steps as needed to open such accounts.
RESOLVED FURTHER, that any such depository to which a certified copy of
these resolutions has been delivered by any officer of the Company be, and
hereby is, authorized and entitled to rely upon such resolutions for all purposes
until it shall have received written notice of the revocation or amendment of these
resolutions adopted by the Sole Member.
Federal Employer Tax Identification Number
RESOLVED, that the officers of the Company be, and each of them hereby is,
empowered and directed to obtain a federal tax identification number.
RESOLVED FURTHER, that the officers of the Company be, and each of them
hereby are, authorized to execute, deliver and file all certificates and documents
and to do all other acts and things necessary or advisable, or convenient and
proper to obtain a federal tax identification number.
Formation Expenses
RESOLVED, tliat the ufficeis of the Company we hereby authorized and
directed to pay the expenses of formation and organization of the Company and
the expenses incurred in the formation of the Company by the authorized
representative or otherwise.
RESOLVED FURTHER, that the officers, authorized representative and agents
of the Company shall be reimbursed for any expenses of formation and
organization of the Company paid personally by such individuals in connection
with the formation of the Company.
Withholding Taxes
RESOLVED, that the officers of the Company be, and hereby are, authorized and
directed to consult with the bookkeeper, auditors and attorneys of the Company in
order to be fully informed as to, and to collect and pay promptly when due, all
withholding taxes for which the Company may now be (or hereafter become)
liable.
Government Filinas
RESOLVED, that each of the officers of the Company is authorized to execute
and file, or cause to be filed, with the Secretary of State of the State of Delaware
or with such other officer or agency of the State of Delaware or any county or
other governmental entity thereof, such documents as such officer may deem
necessary or appropriate in connection with the organization of the Company or
the initial operation of its business.
Foreign Oualification
RESOLVED, that for the purpose of authorizing the Company to do business in
any state, territory or dependency of the United States or any foreign country in
which it is necessary or expedient for the Company to transact business, the
officers of the Company are hereby authorized to appoint and substitute all
necessary agents or attorneys for service of process, to designate and change the
location of all necessary statutory offices and, if applicable, under the seal of the
Company, to make and file all necessary certificates, reports, powers of attorney
and other instruments as may be required by the laws of such state, territory,
dependency or country to authorize the Company to transact business therein and
whenever it is expedient for the Company to cease doing business therein and
withdraw therefrom, to revoke any appointment of agent or attorney for service
of process and to file such certificates, reports, revocation of appointment or
surrender of authority of the Company to do business in any such state, territory,
dependency or country.
Omnibus Resolutions
RESOLVED, that the officers of the Company may, by virtue of these
resolutions, take any such actions as they deem necessary in order to accomplish
the full intent of the foregoing resolutions.
RESOLVED FURTHER, that the officers of the Company are hereby
authorized, directed and empowered to execute all documents and take whatever
action is deemed necessary or advisable, in consultation with counsel, to carry out
and perform the obligations of the Company as set forth in the resolutions set
forth above, and all actions taken by them prior hereto with such purpose are
hereby ratified.
[Signature Page Follows]
IN WITNESS WHEREOF, the Sole Member has executed this Written Consent
effective as of the date first set forth above. Any copy, facsimile, .PDF or other reliable
reproduction of this action may be substituted or used in lieu of the original writing for any and
all purposes for which the original writing could be used, provided that such copy, facsimile,
.PDF or other reproduction be a complete reproduction of the entire original writing.
SOLE MEMBER:
TEX-TECH INDUSTRIES, INC.
By:
Name: Peter Manos
Title: Chairman of the Board of Directors and
Secretary
[Signature Page to Organizational Consent of Tex -Tech Coatings, LLC]
VJ/ 1J/ 6V1.7 % : 1G : V / Pri -V%UV 1hb
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IrtoDepartment of the Treasury
Internal Revenue Service
Ogden, UT 84201
TEX-TECH COATINGS LLC
PETER MANOS SOLE MBR
5425 WISCONSIN AVE STE 200
CHEW CHASE MD 208153577
Taxpayer Identification Number: 83-3863502
Form(s):
Dear Taxpayer:
Thank you for your telephone inquiry of March 15th, 2019.
In reply refer to:
Mar 15, 2019
83-3863502
04418813SI
LTR 147C
Your Employer Identification Number (EIN) is 83-3863502, Please keep this letter in your
permanent records. Enter your name and your EIN on all business federal tax forms and on
related correspondence.
If you have any questions regarding this letter, please call our Customer Service Department at
1-800-829-0115 between the hours of 7:00 AM and 7:00 PM.
If you prefer, you may write to us at the address shown at the top of the first page of this
letter. When you write, please include a telephone number where you may be reached and the
best time to call.
Sincerely,
Ms Graham/s/
1001181326
Customer Service Representative