HomeMy WebLinkAboutM_Certificate_of_Secretary_241010_v1CERTIFICATE OF SECRETARY
The undersigned hereby certifies as follows:
1. He is a duly elected, qualified and acting Secretary of SHLR of Washington, Inc., a
Washington corporation (the “Company”), is familiar with the facts herein certified and is duly
authorized to certify the same.
2. The following is a true, correct and complete copy of resolutions related to the subject
matter as adopted by the Consent of Sole Director of the Company dated October 1, 2024 (the
“Resolutions”). The Resolutions have not been amended, rescinded or modified and remain in full
force and effect as of the date hereof.
Election of Vice President and Division President
WHEREAS, effective June 10, 2011, Ashley M. Johnson was duly elected
to the office of Assistant Secretary of the Company in the Company’s Seattle
Division;
WHEREAS, effective February 23, 2012, Ashley M. Johnson was promoted
to the position of Division Controller;
WHEREAS, effective September 23, 2022, Ashley M. Johnson was
promoted to the office of Vice President;
WHEREAS, effective October 1, 2023, Ashley M. Johnson was promoted
to the position of City Manager; and
WHEREAS, it is now desirable to promote Ashley M. Johnson to the office
of Vice President of the Company and Division President of the Company’s Seattle
Division.
NOW, THEREFORE, BE IT RESOLVED, that Ashley M. Johnson is
hereby elected to the office of Vice President of the Company and Division President
(the “Division President”) of the Company’s Seattle Division (the “Division”), to
serve until her successor is duly elected and qualified or until her earlier death,
resignation or removal.
RESOLVED FURTHER, that the Division President is hereby authorized
and empowered, in the Division and in the name and on behalf of (A) the Company,
(B) any partnership of which the Company is a general partner, manager or agent, and
(C) any limited liability company of which the Company is a member, manager or
agent (collectively the “Entities”), (i) subject to written approval by any one of the
following officers of the Company: (a) Chairman of the Board, (b) President, (c)
Senior Executive Vice President, (d) Executive Vice President or (e) the Region
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President of the Division (the “Approving Officers”), to execute and deliver
contracts, agreements and other documents and instruments (other than promissory
notes) for the purchase of real property, and any improvements or appurtenances
constructed thereon or affixed thereto, or any interest therein, including without
limitation any right-of-way, easement, leasehold or other tangible or intangible
property, right or interest, and any personal property relating or incident thereto, (ii)
subject to written approval by any one of the Approving Officers, to execute and
deliver contracts, agreements, deeds, conveyances or other obligations of the Entities,
closing statements and other documents and instruments for the sale of improved or
unimproved real property, or any interest or right therein, owned, leased or otherwise
controlled by the Entities and (iii) to execute and deliver model home leases and such
other agreements, instruments or documents as the Approving Officers shall direct.
RESOLVED FURTHER, that in connection with the management of the
Entities’ business, the Division President is hereby authorized and empowered, in the
name and on behalf of the Entities in the Division, to execute and deliver (i)
contracts, agreements and other documents and instruments for the subdivision,
development and/or improvement of real property, (ii) contracts, agreements, deeds,
closing statements and other documents and instruments for the sale, transfer and/or
conveyance of mineral rights, groundwater and other water rights owned, leased or
controlled by any of the Entities to DRH Energy, Inc., an affiliate of the Entities, (iii)
home sales contracts, sales person employment agreements and similar or equivalent
agreements, documents or instruments and (iv) personal property leases for, among
other things, office equipment and construction trailers.
RESOLVED FURTHER, that in connection with the management of the
Entities’ business in the Division, the Division President shall be authorized and
empowered, in the name and on behalf of the Entities in the Division, to execute and
deliver any and all documents and instruments, necessary to sell and convey title to
single-family and multi-family homes.
RESOLVED FURTHER, that effective as of the date hereof, the authority
hereby granted to Ashley M. Johnson supersedes authority previously granted by
Written Consent of Sole Director to Ashley M. Johnson.
IN WITNESS WHEREOF, the undersigned has signed on the 10th day of October, 2024.
Thomas B. Montaño
Secretary