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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 PAGE 2 OF 2 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