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HomeMy WebLinkAboutNCC224152_Site Plan or Location Map (2)_20221220DocuSign Envelope ID: F50BBBBE-88A1-489C-B730-245532AE4536 Clayton. properties group ACTION BY WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CLAYTON PROPERTIES GROUP, INC. July 12, 2021 The undersigned, being all of the members of the Board of Directors (the "Board") of Clayton Properties Group, Inc., a Tennessee corporation (the "Company"), acting by written consent as permitted by Section 48-18-202 of the Tennessee Business Corporation Act and Section 3.6 of the Bylaws of the Company, hereby consent to the adoption of the following resolutions without a meeting and agree that such actions are taken with like effect and validity as though duly taken by the affirmative vote of the Board at a meeting duly called and legally held as of the date first written above: WHEREAS, the Board believes it to be advisable and in the best interests of the Company and its shareholders for the Company to appoint certain individuals as officers of the Company. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby appoints the following individual to serve as an officer of the Company until such individual's successor is duly appointed or until such individual's earlier death, resignation, retirement, disqualification or removal: Elizabeth Burnett - Assistant Secretary James Derrickson - Assistant Secretary Brittany Love - Assistant Secretary Mark Priewe - Assistant Secretary Katie Ruonala - Assistant Secretary Neil Shepard - Assistant Secretary Chris Simmering - Assistant Secretary Ryan Stickland - Assistant Secretary WHEREAS, the Board believes it to be advisable and in the best interests of the Company and its shareholders for the Company to remove certain individuals as officers of the Company. NOW, THEREFORE, BE IT RESOLVED, that the Board hereby removes the following individuals as an officer of the Company: Ken Capron — Assistant Secretary Kristen Stokes — Assistant Secretary GENERAL RESOLUTIONS RESOLVED, that the Board hereby authorizes and empowers each of the authorized officers of the Company (the "Authorized Officers"), on behalf and in the name of the Company to prepare or cause to be prepared and to execute, deliver, verify, acknowledge, file or record any documents, instruments, certificates, statements, papers, or any amendments DocuSign Envelope ID: F50BBBBE-88A1-489C-B730-245532AE4536 thereto, that such Authorized Officer deems necessary, appropriate or desirable in order to effectuate the actions approved in this Action by Written Consent, and to take such further steps and do all such further acts or things as such Authorized Officer deems necessary, appropriate or desirable to carry out the intent of the resolutions set forth in this Action by Written Consent; FURTHER RESOLVED, that the authority and power given pursuant to this Action by Written Consent be deemed retroactive and that the Board hereby ratifies, approves and adopts all acts authorized by this Action by Written Consent performed prior to the execution of this Action by Written Consent; and FURTHER RESOLVED, that the Board hereby directs the Secretary of the Company to place this Action by Written Consent in appropriate order in the books and records of the Company. The members of the Board are permitted to execute this Action by Written Consent in counterparts, all of which taken together constitute but a single instrument. [Signature Page Follows] DocuSign Envelope ID: F50BBBBE-88A1-489C-B730-245532AE4536 Each of the undersigned has executed this Action by Written Consent as of the date first written above for the purpose of evidencing (i) such undersigned's consent to the taking of the foregoing actions without a meeting and (ii) such undersigned's affirmative vote in favor of taking the foregoing actions. DocuSigned by: n"rl Miciiaei'Mult ierford Colt Davis �v'm cuSigned by: �a19177482... . � � � � � � Linda Ponce [Signature Page to Action by Written Consent of the Board of Directors of Clayton Properties Group, Inc.]