A special meeting of the Board of Directors of Hendrick Tree Farm, Ltd., was held on the 20th day of May, 1991, at 9:00 a.m.
The following directors were present: Patricia Hendrick, Roy Hendrick, Jr., Lee Hendrick, Roy Hendrick III, and Paul E. Fox.
The following Directors were absent: None.
The chairman announced that the meeting was held pursuant to written Waiver of Notice thereof and consent thereto by all directors. Such waiver and consent was presented to the meeting and upon motion duly made, seconded and unanimously carried, was made part of the record of this meeting.
The chairman then announced that certain shares of stock in the corporation had been transferred, to certain persons, as follows:
| Certificate No. | Number of Shares | Date | Issued to |
| 21 | 10 | 12/30/80 | Nancy E. Hendrick |
| 22 | 10 | 12/30/80 | Marie F. Grady & Dennis E. Grady |
| 23 | 10 | 12/30/80 | Rachel A. Grady |
| 24 | 10 | 12/30/80 | Dennis E. Grady & Marie F. Grady |
| 25 | 10 | 12/30/80 | Daniel R. Grady |
| 26 | 10 | 12/30/80 | Paul E. Fox & Gladys H. Fox |
| 27 | 10 | 12/30/80 | Gladys H. Fox & Paul E. Fox |
| 28 | 10 | 12/30/80 | Roy W. Hendrick, Jr. & Lani V. Hendrick |
| 29 | 10 | 12/30/80 | Lani V. Hendrick & Roy W. Hendrick, Jr. |
| 30 | 10 | 12/30/80 | Holly V. Hendrick |
| 31 | 10 | 12/30/80 | Michael E. Hendrick |
| 32 | 10 | 12/30/80 | Allison A. Hendrick |
| 33 | 10 | 12/30/80 | Lee Hendrick & Marcia A. Hendrick |
| 34 | 10 | 12/30/80 | Marcia A. Hendrick & Lee Hendrick |
| 35 | 10 | 12/30/80 | Scott Hendrick |
| 36 | 10 | 12/30/80 | Mark Hendrick |
| 37 | 10 | 12/30/80 | Michael B. Hendrick |
| 38 | 10 | 12/30/80 | Joanne Hendrick |
| 39 | 10 | 12/30/80 | Roy W. Hendrick III |
| 40 | 10 | 12/30/80 | Roy W. Hendrick III |
| 41 | 5 | 12/30/80 | Nancy E. Hendrick |
| 42 | 5 | 1/26/81 | Marie F. Grady |
| 43 | 5 | 1/26/81 | Rachel A. Grady |
| 44 | 5 | 1/26/81 | Dennis E. Grady |
| 45 | 5 | 1/26/81 | Daniel Grady |
| 46 | 5 | 1/26/81 | Paul E. Fox & Gladys H. Fox |
| 47 | 5 | 1/26/81 | Gladys H. Fox & Paul E. Fox |
| 48 | 5 | 1/26/81 | Roy W. Hendrick, Jr. & Lani V. Hendrick |
| 49 | 5 | 1/26/81 | Lani V. Hendrick & Roy W. Hendrick, Jr. |
| 50 | 5 | 1/26/81 | Holly V. Hendrick |
| 51 | 5 | 1/26/81 | Michael E. Hendrick |
| 52 | 5 | 1/26/81 | Allison A. Hendrick |
| 53 | 5 | 1/26/81 | Lee Hendrick & Marcia A. Hendrick |
| 54 | 5 | 1/26/81 | Marcia A. Hendrick & Lee Hendrick |
| 55 | 5 | 1/26/81 | Scott Hendrick |
| 56 | 5 | 1/26/81 | Mark Hendrick |
| 57 | 5 | (undated) | Michael Bruce Hendrick |
| 58 | 5 | 1/26/81 | Joanne Hendrick |
| 59 | 5 | 1/26/81 | Roy W. Hendrick, III |
| 60 | 5 | 1/26/81 | Roy W. Hendrick, III |
| 61 | 25 | 6/01/83 | Roy W. Hendrick, Jr. & Lani V. Hendrick |
On motion duly made, seconded and carried, it was
RESOLVED, that the transfers read and hereinabove set forth by, and the same hereby, are approved, and that the Secretary be and is hereby authorized and directed to show said transfer upon the books of the corporation accordingly.
The Chairman then announced that certain shares of stock of the corporation owned by Roy W. Hendrick, deceased, had been transferred by reason of the Order and Decree of Final Distribution in the matter of the estate of Roy W. Hendrick, deceased, as follows:
| Certificate No. | Number of Shares | Date | Issued to |
| 62 | 10 | 01/17/91 | Gladys Fox & Paul Fox |
| 63 | 10 | 01/17/91 | Roy Hendrick Jr. & Lani Hendrick |
| 64 | 10 | 01/17/91 | Lee Hendrick & Marcia Hendrick |
| 65 | 10 | 01/17/91 | Marie Grady & Dennis Grady |
| 66 | 10 | 01/17/91 | Nancy Miracle & Gary Miracle |
| 67 | 10 | 01/17/91 | Roy W. Hendrick III & Patti Hendrick |
| 68 | 10 | 01/17/91 | Joanne Puckett & Frank Puckett |
| 69 | 10 | 01/17/91 | Allison Bristow & Dave Bristow |
| 70 | 5 | 01/17/91 | Michael E. Hendrick |
| 71 | 5 | 01/17/91 | Holly Hendrick |
| 72 | 5 | 01/17/91 | Scott Hendrick |
| 73 | 10 | 01/17/91 | Mark Hendrick & Barbara Ann Hendrick |
| 74 | 5 | 01/17/91 | Michael B. Hendrick |
| 75 | 5 | 01/17/91 | Melissa Hendrick |
| 76 | 5 | 01/17/91 | Judy Puckett |
| 77 | 5 | 01/17/91 | Katherine Puckett |
| 78 | 5 | 01/17/91 | John H. Bristow |
| 79 | 5 | 01/17/91 | Elizabeth Miracle |
| 80 | 5 | 01/17/91 | Rachel Grady |
| 81 | 5 | 01/17/91 | Daniel Grady |
| 82 | 5 | 01/17/91 | Isabel Bristow |
| 83 | 5 | 01/17/91 | Robert F. Miracle |
On motion duly made, seconded and carried, it was
RESOLVED, that the transfers read and hereinabove set forth, be, and the same hereby are approved, and that the Secretary of the corporation be and is hereby authorized and directed to show said transfer upon the books of the corporation accordingly.
The chairman then announced that pursuant to the terms and provisions of the Order and Decree of Final Distribution in the manner of the Estate of Roy W. Hendrick, deceased, the estate had become obligated to the personal representative of the decedent for the payment of court-ordered costs of administration, fees and charges in the total sum of $12,011.74, which sum would be paid by the corporation's acquisition of forty-six (46) shares of Hendrick Tree Farm Ltd. stock from the personal representative at the price of $262 per share, being the valuation of the said stock by the court during administration of the estate.
On motion duly made, seconded and carried, it was
RESOLVED, that the corporation purchase and acquire, by and through its authorized officers, from the personal representative of the estate of Roy W. Hendrick, deceased, forty-six (46) shares of Hendrick Tree Farm Ltd. stock at the price of $262 per share, and that the Secretary of the corporation be and is hereby authorized and directed to show said transfer of ownership to the corporation upon the books of the corporation accordingly.
The chairman then announced that pursuant to the terms and provisions of the Order and Decree of Final Distribution in the matter of the estate of Roy W. Hendrick, deceased, the corporation was to become transferee of all shares of Hendrick Tree Farm Ltd. stock in the name of Roy W. Hendrick which had not been transferred pursuant to the terms of the Order and Decree in said estate or acquired by the corporation by purchase from the personal representative of the estate for the payment of outstanding obligations of the estate, and that the total number of such remaining shares is 369.
On motion duly made, seconded and carried, it was
RESOLVED, that the corporation does hereby duly accept such transfer and acquisition and that the Secretary of the corporation be and is hereby authorized and directed to show said transfer and ownership upon the books of the corporation accordingly.
The chairman then announced that pursuant to the terms and provisions of the Stipulated Decree for Dissolution of Marriage in the matter of the marriage of Roy W. Hendrick III and Kathleen Yvonne Hendrick, No. DM85-6-79, dated October 16, 1985, Roy W. Hendrick III was awarded individual ownership of thirty (30) shares of Hendrick Tree Farm Ltd. stock which were then in the joint custody of Roy W. Hendrick III and Kathleen Y. Hendrick.
On motion duly made, seconded and carried, it was
RESOLVED, that the books and records of the corporation be amended to show the individual ownership of thirty (30) shares of Hendrick Tree Farm, Ltd. stock, being certificates No. 39, 40, 59 and 60, in the sole name of Roy W. Hendrick III, pursuant to the terms of the Stipulated Decree of Dissolution aforesaid.
There being no further business, the meeting was adjourned.
Lee Hendrick
Secretary