HomeMy WebLinkAboutL_Signing_Authority_K._Capuzzi_ Division_President_of_SHLR_181001_v1CERTIFICATE OF ASSISTANT SECRETARY
The undersigned hereby certifies as follows:
1. She is a duly elected, qualified and acting Assistant 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, 2016 (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 The Resolutions have not been amended, rescinded or modified and remain in full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 January 24, 2007, Kevin A. Capuzzi was duly elected
to the office of Vice President of the Company in the Company's Seattle Division;
WHEREAS, Kevin A. Capuzzi's authority was amended August 8, 2007,
November 18, 2010 and April 1, 2015;
WHEREAS, effective December 10, 2015, Kevin A. Capuzzi was promoted
to the position of City Manager; and
WHEREAS, it is now desirable to promote Kevin A. Capuzzi to the position
of Division President of the Company's Seattle Division.
NOW, THEREFORE, BE IT RESOLVED, that Kevin A. Capuzzi is
hereby elected or re-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 the next annual meeting of the directors of the Company
and until his successor is duly elected and qualified or until his 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
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 the Vice President supersedes authority previously granted by
Written Consent of Sole Director to the Vice President.
IN WITNESS WHEREOF, the undersigned has signed on the 18`h day of October, 2016.
Ashley Dagley
Assistant Secretary
U.MTEWALTv41 ASHM of WAV 60cr18-COAS. wpd
CERTIFICATE OF ASSISTANT SECRETARY
The undersigned hereby certifies as follows:
1. She is a duly elected, qualified and acting Assistant Secretary of SSHI LLC, a
Delaware limited liability company (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 Member of the Company dated October 1,
2016 (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 January 24, 2007, Kevin A. Capuzzi was duly
elected to the office of Vice President of the Company in the Company's Seattle
Division;
WHEREAS, Kevin A. Capuzzi's authority was amended August 8, 2007;
WHEREAS, effective June 8, 2010, Kevin A. Capuzzi was appointed to
serve as the manager of brokerage services and designated broker for the
Company in the State of Washington, which role and authority were subsequently
removed effective September 16, 2010;
WHEREAS, Kevin A. Capuzzi's authority was amended November 18,
2010;
WHEREAS, effective September 6, 2013, Kevin A. Capuzzi was
appointed to serve as the manager of brokerage services and designated broker for
the Company in the State of Washington, which role and authority were
subsequently removed effective August 7, 2014;
WHEREAS, Kevin A. Capuzzi's authority was amended April 1, 2015;
WHEREAS, effective December 10, 2015, Kevin A. Capuzzi was
promoted to the position of City Manager; and
WHEREAS, it is now desirable to promote Kevin A. Capuzzi to the
position of Division President of the Company's Seattle Division.
NOW, THEREFORE, BE IT RESOLVED, that Kevin A. Capuzzi is
hereby elected or re-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 the next annual meeting of the directors of the
Company and until his successor is duly elected and qualified or until his 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 President of the Division (the "AARproving 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.
2
RESOLVED FURTHER, that the authority hereby granted to the Vice
President supersedes authority previously granted by Written Consent of Sole
Member to the Vice President as of the date hereof.
IN WITNESS WHEREOF, the undersigned has signed on the 18`h day of October,
2016.
UUMEQALA ,
Ashley Dagley
Assistant Secretary
U:UTEWALT\Min\SSHI L1,C\160ct18-00AS.wN 3