Exhibit 2.1
HC GOVERNMENT REALTY TRUST, INC.
ARTICLES
SUPPLEMENTARY ESTABLISHING AND FIXING THE RIGHTS AND PREFERENCES OF
A SERIES OF PREFERRED STOCK
HC
Government Realty Trust, Inc., a Maryland corporation (the
“Corporation”), hereby certifies to the State
Department of Assessments and Taxation of Maryland
that:
FIRST:
Under a power contained in Article V of the charter of the
Corporation (the “Charter”) and Section 2-208 of
the Maryland General Corporation Law, the Board of Directors of the
Corporation (the “Board”), by duly adopted resolutions,
classified 6,000,000 shares of authorized but unissued preferred
stock, $0.001 par value per share, of the Corporation as shares of
7.0% Series C Cumulative Redeemable Preferred Stock, with the
following preferences, rights, voting powers, restrictions,
limitations as to dividends and other distributions,
qualifications, and terms and conditions of redemption (which, upon
any restatement of the Charter, may be made a part thereof, with
any necessary or appropriate changes to the numeration or lettering
of the sections or subsections hereof). Capitalized terms used but
not defined herein shall have the meanings given to them in the
Charter.
1. Designation
and Number. A series of Preferred Shares, designated the
7.0% Series C Cumulative Redeemable Preferred Stock (the
“Series C Preferred Stock”), is hereby established. The
par value of the Series C Preferred Stock is $0.001 per share. The
number of authorized shares of Series C Preferred Stock shall be
6,000,000.
2. Rank.
The Series C Preferred Stock, with respect to priority of payment
of dividends and other distributions and rights upon voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation, shall rank (a) senior to all classes or
series of Common Shares, the Series A Preferred Stock, the Series B
Preferred Stock, and any other class or series of capital stock of
the Corporation issued in the future, unless the terms of such
stock expressly provide that it ranks senior to, or on parity with,
the Series C Preferred Stock with respect to priority of payment of
dividends and other distributions or rights upon voluntary or
involuntary liquidation, dissolution or winding up of the affairs
of the Corporation (together with the Common Shares, the Series A
Preferred Stock and the Series B Preferred Stock, the “Junior
Stock”); (b) on a parity with any class or series of
capital stock of the Corporation, the terms of which expressly
provide that it ranks on a parity with the Series C Preferred Stock
with respect to priority of payment of dividends and other
distributions or rights upon voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation (the
“Parity Preferred Stock”); and (c) junior to any
class or series of capital stock of the Corporation, the terms of
which expressly provide that it ranks senior to the Series C
Preferred Stock with respect to priority of payment of dividends
and other distributions or rights upon voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the
Corporation (the “Senior Stock”), and to all existing
and future debt obligations of the Corporation. The term
“capital stock” does not include convertible or
exchangeable debt securities.
3. Dividends.
(a)
Subject to the preferential rights of the holders of Senior Stock
with respect to priority of dividend payments, holders of shares of
the Series C Preferred Stock are entitled to receive, when and as
authorized by the Board and declared by the Corporation, out of
funds legally available for the payment of dividends, preferential
cumulative cash dividends. From the date of original issue of the
Series C Preferred Stock (or the date of issue of any Series C
Preferred Stock issued after such original issue date) (the
“Original Issuance Date”) the Corporation shall pay
cumulative cash dividends on the Series C Preferred Stock at the
rate of 7.0% per annum of the $25.00 liquidation preference
per share (subject to appropriate adjustment in the event of any
stock dividend, stock split, combination or other similar
recapitalization with respect to the Series C Preferred Stock) plus
the amount of previously accrued and unpaid dividends on the Series
C Preferred Stock. Dividends on the Series C Preferred Stock shall
accrue and be cumulative from (and including) the Original Issuance
Date or, with respect to any accrued dividends that have been paid
in cash, the end of the most recent Dividend Period (as defined
below) for which dividends on the Series C Preferred Stock have
been paid in cash and shall be payable quarterly in arrears on
January 5, April 5, July 5 and October 5 of each year or, if such
date is not a Business Day, on the next succeeding Business Day,
with the same force and effect as if paid on such date (each, a
“Dividend Payment Date”). A “Dividend
Period” is the respective period commencing on and including
January 1, April 1, July 1 and October 1 of each year and ending on
and including the day preceding the first day of the next
succeeding Dividend Period (other than the initial Dividend Period
and the Dividend Period during which any shares of Series C
Preferred Stock shall be redeemed or otherwise acquired by the
Corporation). Any dividend payable on the Series C Preferred Stock
for any Dividend Period shall be computed on the basis of a 360-day
year consisting of twelve 30-day months. Dividends shall be payable
to holders of record of the Series C Preferred Stock as they appear
in the stock records of the Corporation at the close of business on
the 25th day of the month
preceding the applicable Dividend Payment Date, i.e., March 25, June 25, September 25
and December 25 (each, a “Dividend Record
Date”).
(b)
No dividends on shares of Series C Preferred Stock shall be
authorized by the Board or declared by the Corporation or paid or
set apart for payment by the Corporation at such time as the terms
and provisions of any agreement of the Corporation, including any
agreement relating to its indebtedness, prohibits such
authorization, declaration, payment or setting apart for payment or
provides that such authorization, declaration, payment or setting
apart for payment would constitute a breach thereof or a default
thereunder, or if such authorization, declaration, payment or
setting apart for payment shall be restricted or prohibited by
law.
(c) Notwithstanding
the foregoing Section 3(b), dividends on the Series C Preferred
Stock shall accrue and, to the extent not paid in cash, compound
quarterly on the last day of each Dividend Period, whether or not
the Corporation has earnings, whether there are funds legally
available for the payment of such dividends and whether or not such
dividends are authorized by the Board or declared by the
Corporation. No interest, or sum of money in lieu of interest,
shall be payable in respect of any dividend payment or payments on
the Series C Preferred Stock which may be in arrears. When
dividends are not paid in full (or a sum sufficient for such full
payment is not so set apart) upon the Series C Preferred Stock and
the shares of any class or series of Parity Preferred Stock, all
dividends declared upon the Series C Preferred Stock and any class
or series of Parity Preferred Stock shall be declared pro rata so
that the amount of dividends declared per share of Series C
Preferred Stock and such class or series of Parity Preferred Stock
shall in all cases bear to each other the same ratio that
accumulated dividends per share on the Series C Preferred Stock and
such class or series of Parity Preferred Stock (which shall not
include any accrual in respect of unpaid dividends for prior
dividend periods if such Parity Preferred Stock does not have a
cumulative dividend) bear to each other.
(d) Except
as provided in the immediately preceding paragraph, unless full
cumulative and compounded dividends on the Series C Preferred Stock
have been or contemporaneously are declared and paid in cash or
declared and a sum sufficient for the payment thereof is set apart
for payment for all past Dividend Periods that have ended, no
dividends (other than a dividend in shares of Junior Stock or in
options, warrants or rights to subscribe for or purchase any such
shares of Junior Stock) shall be declared and paid or declared and
set apart for payment nor shall any other distribution be declared
and made upon the Junior Stock or the Parity Preferred Stock, nor
shall any shares of Junior Stock or Parity Preferred Stock be
redeemed, purchased or otherwise acquired for any consideration (or
any moneys be paid to or made available for a sinking fund for the
redemption of any shares of Junior Stock or Parity Preferred Stock)
by the Corporation (except (i) by conversion into or exchange for
Junior Stock, (ii) the purchase of shares of Series C Preferred
Stock, Junior Stock or Parity Preferred Stock pursuant to the
Charter to the extent necessary to preserve the Corporation’s
qualification as a REIT or (iii) the purchase of shares of Parity
Preferred Stock pursuant to a purchase or exchange offer made on
the same terms to holders of all outstanding shares of Series C
Preferred Stock). Holders of shares of the Series C Preferred Stock
shall not be entitled to any dividend, whether payable in cash,
property or stock, in excess of full cumulative and compounding
dividends on the Series C Preferred Stock as provided above. Any
dividend payment made on shares of the Series C Preferred Stock
shall first be credited against the earliest accrued but unpaid
dividend due with respect to such shares which remains
payable.
4. Liquidation
Preference. Upon any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Corporation, the
holders of shares of Series C Preferred Stock are entitled to be
paid out of the assets of the Corporation legally available for
distribution to its stockholders, after payment of or provision for
the Corporation’s debts and other liabilities, a liquidation
preference of $25.00 per share (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or
other similar recapitalization with respect to the Series C
Preferred Stock), plus an amount equal to any accrued and unpaid
dividends (whether or not earned, authorized or declared) thereon
to and including the date of payment, but without interest, before
any distribution of assets is made to holders of Junior Stock. If
the assets of the Corporation legally available for distribution to
stockholders are insufficient to pay in full the liquidation
preference on the Series C Preferred Stock and the liquidation
preference on the shares of any class or series of Parity Preferred
Stock, all assets distributed to the holders of the Series C
Preferred Stock and any class or series of Parity Preferred Stock
shall be distributed pro rata so that the amount of assets
distributed per share of Series C Preferred Stock and such class or
series of Parity Preferred Stock shall in all cases bear to each
other the same ratio that the liquidation preference per share on
the Series C Preferred Stock and such class or series of Parity
Preferred Stock bear to each other. Written notice of any
distribution in connection with any such liquidation, dissolution
or winding up of the affairs of the Corporation, stating the
payment date or dates when, and the place or places where, the
amounts distributable in such circumstances shall be payable, shall
be given by first class mail, postage pre-paid, not less than 30
nor more than 60 days prior to the payment date stated therein, to
each record holder of the Series C Preferred Stock at the
respective addresses of such holders as the same shall appear on
the stock transfer records of the Corporation. After payment of the
full amount of the liquidation distributions to which they are
entitled, the holders of Series C Preferred Stock shall have no
right or claim to any of the remaining assets of the Corporation.
The consolidation or merger of the Corporation with or into another
entity, a merger of another entity with or into the Corporation, a
statutory share exchange by the Corporation or a sale, lease,
transfer or conveyance of all or substantially all of the
Corporation’s property or business shall not be deemed to
constitute a liquidation, dissolution or winding up of the affairs
of the Corporation. In determining whether a distribution (other
than upon voluntary or involuntary liquidation, dissolution or
winding up of the affairs of the Corporation) by dividend,
redemption or other acquisition of shares of stock of the
Corporation or otherwise is permitted under the Maryland General
Corporation Law, no effect shall be given to amounts that would be
needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution
of holders of the Series C Preferred Stock.
5. Redemption.
(a)
Except as set forth in this Section 5(a) and Section 5(b) hereof,
the Series C Preferred Stock shall not be redeemable by the
Corporation prior to the third anniversary of the date of original
issuance of the shares of Series C Preferred Stock (the
“Third Anniversary”). However, in order to ensure that
the Corporation remains qualified as a REIT under Section 856 of
the Code, the Series C Preferred Stock shall be subject to the
provisions of Section 6.2 of the Charter. Pursuant to Section 6.2
of the Charter, and without limitation of any provisions of such
Section 6.2, the Series C Preferred Stock, together with all other
Shares (as defined in the Charter), owned by a stockholder in
excess of the Aggregate Share Ownership Limit (as defined in the
Charter) shall automatically be transferred to a Trust (as defined
in the Charter) for the benefit of one or more Charitable
Beneficiaries (as defined in the Charter) and the Corporation shall
have the right to purchase such transferred shares from the Trust.
For this purpose, the Market Price (as defined in the Charter) of
Series C Preferred Stock shall equal the $25.00 liquidation
preference per share (subject to appropriate adjustment in the
event of any stock dividend, stock split, combination or other
similar recapitalization with respect to the Series C Preferred
Stock), plus the amount of previously accrued and unpaid dividends
on the Series C Preferred Stock. Notwithstanding the first sentence
of this Section 5(a), the Corporation may, at its option, redeem
the outstanding shares of the Series C Preferred Stock, in whole or
from time to time, in part, once the aggregate distributions paid
to the holders of Series C Preferred Stock equal the $25.00
liquidation preference per share (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or
other similar recapitalization with respect to the Series C
Preferred Stock) plus an amount equal to three times the
preferential cumulative cash dividend set forth in Section 3 hereof
(e.g., $25.00 + ($25.00 x 21.0%)). If
the Corporation calls for redemption any shares of Series C
Preferred Stock pursuant to and in accordance with the prior
sentence of this Section 5(a), then the redemption price for such
shares shall be an amount in cash equal to $25.00 per share, plus
the amount of all accrued and unpaid dividends on the Series C
Preferred Stock (whether or not declared) to and including the date
fixed for redemption, without interest.
(b)
Upon the occurrence of a Change of Control (as defined below), the
Corporation may at its option redeem for cash the outstanding
shares of the Series C Preferred Stock, in whole or from time to
time, in part, at a redemption price equal to the $25.00
liquidation preference per share (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or
other similar recapitalization with respect to the Series C
Preferred Stock), plus the amount of all accrued and unpaid
dividends on the Series C Preferred Stock (whether or not declared)
to but excluding the date fixed for redemption (the
“Redemption
Date”). Any notice sent with respect to a redemption
upon a Change of Control shall include the following: (i) a
description of the transaction or transactions that constitute the
Change of Control; and (ii) that the Series C Preferred Stock shall
be redeemed on the date specified in the notice. For purposes of
this Section, “Change of Control” shall mean
(x) a merger or consolidation of
the Corporation with or into any other business entity (except one
in which the holders of capital stock or other equity interests of
the Corporation immediately prior to such merger or consolidation
continue to hold at least a majority of the outstanding voting
securities of the surviving entity), (y) the acquisition by
any person or any group of persons (other than the Corporation or
any of its direct or indirect subsidiaries) acting together in any
transaction or related series of transactions, of such number of
shares of the Corporation’s capital stock or other equity
interests as causes such person, or group of persons, to own
beneficially, directly or indirectly, as of the time immediately
after such transaction or series of transactions, 50% or more of
the combined voting securities of the Corporation, or (z) an
underwritten equity offering by the Corporation for its own account
that includes a listing of the Common Shares for trading on the New
York Stock Exchange, NYSE American, NASDAQ Stock Exchange, or any
other national securities exchange.
(c) On
and after the Third Anniversary, the Corporation may, at its
option, redeem the outstanding shares of the Series C Preferred
Stock, in whole or from time to time, in part, at a redemption
price equal to the $25.00 liquidation preference per share (subject
to appropriate adjustment in the event of any stock dividend, stock
split, combination or other similar recapitalization with respect
to the Series C Preferred Stock), plus the amount of all accrued
and unpaid dividends on the Series C Preferred Stock (whether or
not declared) to but excluding the Redemption Date.
(d) The
Redemption Date shall be selected by the Corporation and shall be
no less than 30 days and no more than 60 days after the date on
which the Corporation sends the notice of redemption.
(e) On
the seventh anniversary of original issuance of the shares of
Series C Preferred Stock (the “Mandatory Redemption
Date”), the Corporation shall redeem all the
outstanding shares of Series C Preferred Stock in cash on the
Mandatory Redemption Date at a redemption price equal to the $25.00
liquidation preference per share (subject to appropriate adjustment
in the event of any stock dividend, stock split, combination or
other similar recapitalization with respect to the Series C
Preferred Stock), plus the amount of all accrued and unpaid
dividends on the Series C Preferred Stock (whether or not declared)
to but excluding the Mandatory Redemption Date. The Mandatory
Redemption Date may be extended with the consent of the holders of
60% of the outstanding shares of Series C Preferred Stock, subject
to approval by the Board in its sole discretion. The Corporation
shall not be required to set aside funds to redeem the Series C
Preferred Stock. If the Corporation fails to redeem the
Series C Preferred Stock on or before the Mandatory Redemption
Date (as may be extended), and such failure remains uncured by the
Corporation for a period of nine months following the Mandatory
Redemption Date (a “Failed Redemption”), (i)
the number of directors shall be automatically increased to such
number as is necessary to enable the holders of the Series C
Preferred Stock to fill such vacancies and elect a majority of the
members of the Board, and (ii) the Corporation shall schedule
a special meeting of the holders of the then outstanding shares of
Series C Preferred Stock for the sole purpose of electing a
majority of the Board (the “Series C Special Meeting”)
to be held no later than 90 days after the Failed Redemption. The
holders of the Series C Preferred Stock shall follow the procedures
set forth in Section 2.11(b) of the Amended and Restated Bylaws of
the Corporation with respect to nominations of individuals for
election to the Board, except notice required for such nomination
shall not be earlier than 60 days prior to the Series C Special
Meeting or later than 30 days prior to such Series C Special
Meeting. A plurality of all the votes
cast at the Series C Special Meeting duly called and at which a
quorum is present shall be sufficient to elect the directors to
fill the vacancies on the Board created pursuant to this Section
5(e). If at any time following a Failed Redemption, the Corporation
completes the Mandatory Redemption, the terms of any and all
directors elected by the holders of Series C Preferred Stock
pursuant to this Section 5(e) shall automatically expire
immediately following such redemption and the number of directors
shall be automatically decreased by a corresponding
number.
(f) If
fewer than all the outstanding shares of Series C Preferred Stock
are to be redeemed pursuant to this Section 5, the Corporation
shall select those shares to be redeemed pro rata.
(g) Notice
as to the redemption of any shares of Series C Preferred Stock
pursuant to this Section 5 shall be given through the facilities of
the Depository Trust Company (“DTC”), to each such
record holder of such shares of Series C Preferred Stock in
accordance with customary procedures of DTC. No failure to give
such notice or any defect therein shall affect the validity of the
proceedings for the redemption of any such shares of Series C
Preferred Stock except as to the holder to whom notice was
defective or not given.
(h) Any
notice of redemption shall state: (i) the Redemption Date; (ii) a
calculation of the redemption price payable on the Redemption Date,
including without limitation a statement as to whether or not
accumulated, accrued and unpaid dividends shall be payable as part
of the redemption price, or payable on the next Dividend Payment
Date to the record holder at the close of business on the relevant
Dividend Record Date as described in Section 3 hereof; and (iii)
that dividends on the shares of Series C Preferred Stock to be
redeemed shall cease to accrue on such Redemption Date. If less
than all the shares of Series C Preferred Stock held by any holder
are to be redeemed, the notice mailed to such holder also shall
specify the number of shares of Series C Preferred Stock held by
such holder to be redeemed.
(i) Unless the
Corporation defaults in the payment of the redemption price, if
notice of redemption of any shares of Series C Preferred Stock has
been given and if the funds necessary for such redemption have been
set apart by the Corporation for the benefit of the holders of any
shares of Series C Preferred Stock called for redemption, then,
from and after the Redemption Date, dividends shall cease to accrue
on such shares of Series C Preferred Stock, such shares of Series C
Preferred Stock shall be redeemed in accordance with the notice and
shall no longer be deemed outstanding and all rights of the holders
of such shares shall terminate. The redemption price for the Series
C Preferred Stock called for redemption shall become due on the
date fixed for redemption. No further action on the part of the
holders of such shares shall be required.
(j)
Subject to applicable law and the Charter, the Corporation may, at
any time and from time to time, purchase or otherwise acquire any
shares of Series C Preferred Stock in the open market, by tender or
by private agreement.
6. Voting
Rights. (a) Holders of the Series C Preferred Stock shall
not have any voting rights, except as set forth in this Section 6
and as set forth in Section 5(e) and Section 7. So long as any
shares of Series C Preferred Stock remain outstanding, the holders
of shares of Series C Preferred Stock shall have the exclusive
right to vote on any amendment, alteration or repeal of the
Charter, including the terms of the Series C Preferred Stock, that
would alter only the contract rights, as expressly set forth in the
Charter, of the Series C Preferred Stock, and the holders of any
other classes or series of capital stock of the Corporation shall
not be entitled to vote on any such amendment, alteration or
repeal. Any such amendment, alteration or repeal shall require the
affirmative vote or consent of the holders of two-thirds of the
shares of Series C Preferred Stock issued and outstanding at the
time. With respect to any amendment, alteration or repeal of the
Charter, including the terms of the Series C Preferred Stock, that
equally affects the terms of the Series C Preferred Stock and any
Parity Preferred Stock upon which like voting rights have been
conferred, the holders of shares of Series C Preferred Stock and
such Parity Preferred Stock (voting together as a single class)
also shall have the exclusive right to vote on any amendment,
alteration or repeal of the Charter, including the terms of the
Series C Preferred Stock, that would alter only the contract
rights, as expressly set forth in the Charter, of the Series C
Preferred Stock and such Parity Preferred Stock, and the holders of
any other classes or series of capital stock of the Corporation
shall not be entitled to vote on any such amendment, alteration or
repeal. Any such amendment, alteration or repeal shall require the
affirmative vote or consent of the holders entitled to cast
two-thirds of the votes entitled to be cast by the holders of
Series C Preferred Stock and such Parity Preferred Stock issued and
outstanding at the time, voting together as a single class, with
each share of Series C Preferred Stock and such Parity Preferred
Stock entitled to one vote for each $25.00 of liquidation
preference.
(b) The
holders of the Series C Preferred Stock may take action or consent
to any action by delivering a consent in writing or by electronic
transmission of the holders of the Series C Preferred Stock
entitled to cast not less than the minimum number of votes that
would be necessary to authorize or take the action at a meeting of
holders of the Series C Preferred Stock if the Corporation gives
notice of the action to each holder of the Series C Preferred Stock
not later than 10 days after the effective time of the
action.
7. Restrictions
on New Issuances. Unless the (i) holders of a majority of
the then outstanding shares of Series C Preferred Stock consent, or
(ii) indebtedness is being incurred (or an additional class or
series of Preferred Shares is being issued) in connection with a
full redemption of the Series C Preferred Stock in accordance with
Section 5, the Corporation may not (a) issue a new class or series
of Preferred Shares or (b) incur any additional indebtedness or
issue additional shares of any class or series of Parity Preferred
Stock or Senior Stock if, solely with respect to clause (b) of this
Section, after such incurrence or issuance, the aggregate principal
amount of long-term indebtedness and dividends on each existing
class or series of Parity Preferred Stock or Senior Stock would be
greater than 80% of the gross value of the assets of the
Corporation and its subsidiaries. Subject to compliance with the
immediately preceding sentence, the Corporation may, without
consent of the holders of the Series C Preferred Stock then
outstanding, issue additional shares of Series C Preferred Stock so
long as the issue price is $25.00 per share. The Corporation shall
determine the values of all of its and its subsidiaries’
assets (including all real estate assets) in the good faith
reasonable judgment of the Board, which may include (but is not
required to include) input from third party valuation
experts.
8. Restriction
on Use of Proceeds from Sale of Assets. So long as any
shares of Series C Preferred Stock are issued and outstanding, the
Corporation shall not use proceeds from the sale of any asset to
pay distributions on any Junior Stock except to the extent necessary
to preserve the Corporation’s qualification as a REIT
and minimize any income and excise taxes that it otherwise would be
required to pay in connection with such sale.
9. Restrictions
on Transfer and Ownership of Series C Preferred Stock. The
Series C Preferred Stock shall be subject to all of the provisions
of Article VI of the Charter.
10.
Conversion. The
Series C Preferred Stock shall not be convertible into or
exchangeable for any other property or securities of the
Corporation.
11.
Status of Redeemed or
Repurchased Series C Preferred Stock. All shares of Series C
Preferred Stock redeemed, repurchased or otherwise acquired in any
manner by the Corporation shall be retired and shall be restored to
the status of authorized but unissued Preferred Shares, without
designation as to series or class.
SECOND:
The shares of Series C Preferred Stock have been classified and
designated by the Board under the authority contained in the
Charter.
THIRD:
These Articles Supplementary have been approved by the Board in the
manner and by the vote required by law.
FOURTH:
The undersigned acknowledges these Articles Supplementary to be the
corporate act of the Corporation and, as to all matters or facts
required to be verified under oath, the undersigned acknowledges
that, to the best of his knowledge, information and belief, these
matters and facts are true in all material respects and that this
statement is made under the penalties for perjury.
IN
WITNESS WHEREOF, the Corporation has caused these Articles
Supplementary to be signed in its name and on its behalf by its
President and attested to by its Secretary on this 11th day of
August, 2020.
ATTEST:
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HC Government Realty Trust, Inc.,
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/s/ Jacqlyn Piscetelli
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/s/ Steven A. Hale II
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(SEAL)
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Name: Jacqlyn Piscetelli
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Name: Steven A. Hale II
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Title: Secretary
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Title: President
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