DEMAND FOR ACCOUNTING IN EQUITY AND DISCLOSURE OF TRUSTEE INTERESTS

OUTLAW LIVIN' LLC  |  THE OUTLAW ARMORY

FROM:  Robert Bryant Starnes, Citizen of Rowan County, North Carolina

TO:  Greg Edds, Chairman; Jim Greene, Vice-Chairman; Mike Caskey; Craig Pierce; Judy Klusman

CAPACITY:  Members, Rowan County Board of Commissioners, individually and in their official capacities as public trustees

DATE:  March 30, 2026

RE:  Demand for Accounting in Equity; Disclosure of Financial Interests; Long Ferry Road Development, Red Rock Developments / RRIFI LF LAND, LLC / EDC Charlotte LLC / Edged Energy

RESPONSE REQUIRED BY:  April 20, 2026

PART I: THE TRUST RELATIONSHIP YOU ENTERED VOLUNTARILY

This demand is addressed to you in your legal capacity as trustees of the public trust — a capacity you assumed voluntarily when you sought public office and confirmed when you took your oath. The oath is the instrument. The office is the performance obligation. The citizens are the beneficiaries. That relationship does not require a bond to be enforceable in equity. It requires only that you swore to it — which you did.

The architecture of public office in North Carolina is not merely statutory. It is equitable. When you raised your hand and swore to faithfully discharge the duties of your office under the Constitution and laws of North Carolina, you entered a tripartite trust relationship that equity has recognized for centuries:

ROLE	PARTY	INSTRUMENT
GRANTOR	The People of North Carolina	NC Constitution; General Statutes; the delegated authority of the office
TRUSTEE	Each Commissioner, individually	The oath of office; the Code of Ethics acknowledgment signed September 7, 2010
BENEFICIARY	The Citizens of Rowan County	Every act of the board taken in trust for their benefit

Equity has recognized for centuries that a trustee who uses the trust for personal benefit, who conceals material interests from the beneficiary, or who administers the trust in ways that favor the trustee's interests over the beneficiary's obligations must account. The accounting remedy does not require a lawsuit. It does not require proof of criminal intent. It requires only that the beneficiary demand it — and that the trustee respond.

You are the trustees. The citizens of Rowan County are the beneficiaries. I am one of those citizens. This is the demand.

PART II: THE SECURITY AGREEMENT AND THE PERFECTED INTEREST

The oath of office is not merely ceremonial. Under the analytical framework of UCC Article 9, as applied to public office through equity, the oath constitutes an authenticated security agreement:

Element 1 — Value Given

The People of North Carolina granted you authority, compensation, and public trust — all of which constitute value within the meaning of a security arrangement. You received the office, the salary, and the power to act in the People's name.

Element 2 — Rights in Collateral

You have rights in the collateral — the office itself and the public resources entrusted to your administration. The public treasury, the public infrastructure, and the public trust are all administered through your office. These are the assets over which you exercise dominion as trustee.

Element 3 — Authenticated Security Agreement

The oath is the authenticated agreement. You signed it. You swore it publicly. It specifies the performance obligation: faithful discharge of the duties of your office under the Constitution and laws of North Carolina.

Perfection

A UCC-1 financing statement perfects the security interest — places the world on notice that the secured party holds a claim against the debtor's obligations. The public record of your oath, your bond, and this demand serves that function in equity.

When a trustee breaches the performance obligation — when the trustee's administration injures the beneficiary — equity provides the remedy. The accounting, the constructive trust, and the disgorgement of improperly obtained benefits are equity's instruments. They do not depend on the existence of a surety bond. They depend on the oath. You gave the oath. Equity holds you to it.

You entered this arrangement voluntarily. No one compelled you to seek public office. No one forced you to take the oath. You raised your hand. You spoke the words. You accepted the trust. Equity holds you to what you voluntarily assumed.

PART III: THE CONDUCT THAT REQUIRES AN ACCOUNTING

The following facts are sourced exclusively to your board's own public records — meeting minutes, executed contracts, planning department memoranda, and published public records. Nothing is inferred. Nothing is embellished. Every assertion traces to a named primary source.

A. The Long Ferry Road Transaction — The Documented Sequence

April 4, 2022 — Your board voted unanimously to approve a $4,200,000 infrastructure reimbursement to Red Rock Developments for water, sewer, and road improvements on Long Ferry Road. You chaired that meeting, Commissioner Edds. All five commissioners voted yes. Source: BOC Minutes, April 4, 2022.

June 6, 2022 — Your board amended the incentive terms, decoupling the $4.2 million payment from the job creation requirement that was the statutory predicate for the incentive. Source: BOC Minutes, June 6, 2022.

February 2024 — Your board executed a formal Incentives Agreement with RRIFI LF LAND, LLC — a South Carolina special purpose entity. Commissioner Edds signed that agreement personally on behalf of Rowan County. The agreement contains Article VII, Section 5, a sworn warranty by the county that: 'To the best of the County's knowledge, no officer or official of the County has any interest (financial, employment or other) in the Company or the transactions contemplated under this Agreement.' Source: Red Rock Incentive Agreement, fully executed, February 2024.

August 7, 2024 — Your own planning staff sent a memorandum to the board twelve days before the August 19 vote, explicitly identifying the request as an amendment to add 'Data Center' as a permitted use, including a map showing major data center operators within one hour of Rowan County. Staff noted: 'Considering the Red Rock plan is for speculative industrial development, it would be reasonable to assume a data center project may warrant a subsequent review by the BOC once project details are known.' Source: Shane Stewart memorandum, August 7, 2024.

August 19, 2024 — Your board voted to approve Z 09-24, adding 'Data Center' as a permitted use for the Long Ferry Road parcels. On the same agenda, consent item 12 — 'Public Hearing Request — EDC Project Seattle' — was removed before the meeting without public explanation. Source: BOC Agenda, August 19, 2024.

November 2025 — The property sold for approximately $174,000,000 to EDC Charlotte LLC, an entity whose address traces to Edged Energy — a company that builds gigawatt-scale data centers. Source: Published deed records; Salisbury Post, March 2026.

March 2026 — Commissioner Edds told the Salisbury Post: 'In 2024, they said how do you feel about data centers? We said we were open to that as well.' Source: Salisbury Post, March 2026.

March 16, 2026 — Commissioner Edds told citizens at a public meeting: 'There is no data center deal. We have made no offers on any data centers. No data centers have made any offers to us. We are not speaking to any data centers.' Source: Meeting recording; Salisbury Post, March 19, 2026.

B. The Warranty and What It Requires

The executed Incentives Agreement contains a sworn county warranty — signed by Commissioner Edds, approved by County Attorney John W. Dees II, and pre-audited by Finance Director Anna Bumgarner — that no county officer had any financial interest in the company or transactions.

That warranty either is true or it is not. If it is true, the accounting will confirm it and this matter will be resolved. If it is not true — if any commissioner, directly or indirectly, derived financial benefit from any entity in the Red Rock / RRIFI / Edged chain — then equity imposes a constructive trust on those benefits in favor of the People, and the trustee is obligated to disgorge them.

Commissioner Edds operates Greg Edds State Farm Insurance, a licensed insurance agency in Salisbury, NC. Commissioner Greene operates as an independent insurance agent. Both commissioners voted on a $4.2 million public infrastructure agreement and subsequent zoning actions that created the conditions for a $174 million commercial real estate transaction. Whether either commissioner wrote insurance, issued bonds, or derived any other financial benefit from any contractor, developer, or entity in that transaction chain is a material fact that the warranty requires to be true — and that equity requires you to disclose.

PART IV: THE LEGAL BASIS FOR THIS DEMAND

Equity — Accounting Remedy

A beneficiary of a trust has a right in equity to demand an accounting from the trustee at any time. The accounting remedy requires the trustee to disclose all transactions conducted on behalf of the trust, all benefits received in connection with trust administration, and all conflicts of interest that were not disclosed at the time of the transaction. This remedy does not require litigation. It requires a demand and a response.

Constructive Trust

Where a trustee has derived personal benefit from a trust transaction without disclosure, equity imposes a constructive trust on those benefits — the trustee holds them for the beneficiary's account. Disgorgement is the remedy. No proof of criminal intent is required. Proof of undisclosed benefit to the trustee at the beneficiary's expense is sufficient.

Rowan County Code of Ethics — Section 2

Commissioners must exhibit 'trustworthiness' and maintain 'disclosing contacts and information about issues that they receive outside of public meetings.' This obligation runs directly to the beneficiaries — the citizens. Source: Rowan County Code of Ethics, adopted September 7, 2010, signed by each commissioner.

N.C.G.S. § 153A-340(g)

Commissioners must avoid voting on any zoning map or text amendment where the outcome is reasonably likely to have direct, substantial, and readily identifiable financial impact on them. Whether either commissioner had a financial interest that triggered this prohibition is a fact the accounting will establish or refute. Source: N.C.G.S. § 153A-340(g).

N.C.G.S. § 14-234

A public officer who derives a direct benefit from a contract they are involved in making or administering on behalf of a public agency commits a criminal offense. The warranty in the executed Incentives Agreement asserts this statute was not violated. The accounting either confirms or contradicts that assertion. Source: N.C.G.S. § 14-234.

Red Rock Incentive Agreement — Article VII, Section 5

The county's own executed contract warrants that no officer or official of the county has any financial, employment, or other interest in the company or the transactions contemplated. That warranty was made to RRIFI LF LAND, LLC. It is equally owed to the citizens on whose behalf it was made. Source: Red Rock Incentive Agreement, fully executed, February 2024.

PART V: WHAT THIS DEMAND REQUIRES OF YOU

Each of the following disclosures is required of each commissioner individually, under oath, within twenty-one (21) days of the date of this demand — on or before April 20, 2026. Failure to respond is itself a fact that will be documented and disclosed.

DEMAND 1  

Disclose any direct or indirect financial interest — including insurance commissions, referral fees, investment positions, ownership interests, employment relationships, or any other financial benefit — in any of the following entities or any affiliate thereof, from January 1, 2021 through the present date: Red Rock Developments; RRIFI LF LAND, LLC; Red Rock Investment Partners, LLC; Red Rock Industrial Fund I, LP; EDC Charlotte LLC; Edged Energy; Edged US; or any contractor, subcontractor, engineering firm, bonding company, or insurance carrier engaged in connection with the Long Ferry Road infrastructure improvements.

DEMAND 2  

Disclose whether any insurance policy, surety bond, performance bond, or payment bond related to the Long Ferry Road project or the $4.2 million infrastructure improvements was written through Greg Edds State Farm Insurance, Jim Greene's insurance agency, or any entity in which either commissioner has or had a financial interest.

DEMAND 3  

Disclose all communications — including emails, text messages, phone calls, and in-person meetings — between any commissioner and any representative of Red Rock Developments, RRIFI LF LAND, LLC, Edged Energy, or EDC Charlotte LLC that occurred outside of publicly noticed board meetings, from January 1, 2021 through the present date.

DEMAND 4  

Disclose all information known to any commissioner regarding 'Project Seattle' — the EDC-coded project removed from the August 19, 2024 consent agenda without public explanation — including the identity of the prospective business, the nature of the project, and the reason for removal from the agenda.

DEMAND 5  

Disclose whether the Article VII, Section 5 warranty in the executed Incentives Agreement — that no county officer had any financial interest in the company or transactions — was true and accurate as of the date of execution, and remains true and accurate as of the date of this demand.

DEMAND 6  

Disclose any conflict of interest disclosures filed with the board clerk in connection with the April 4, 2022 incentive vote, the June 6, 2022 incentive amendment, the Z 09-24 August 19, 2024 zoning vote, the October 6, 2025 text amendment, or the execution of the Incentives Agreement in February 2024.

The board's own Code of Ethics requires at the opening of each meeting that members 'voluntarily inform the Board if any matter on the agenda might present a conflict of interest.' The August 19, 2024 agenda contains this instruction verbatim. The record does not reflect any commissioner disclosing a conflict of interest before the Z 09-24 vote. Either no conflict existed — in which case the accounting will confirm it — or no disclosure was made when one was required.

PART VI: WHAT NON-RESPONSE ESTABLISHES

This demand is not a lawsuit. It is not a threat. It is the exercise of a right that equity has recognized for centuries — the right of a beneficiary to demand an accounting from a trustee.

Non-response is itself a documented fact. A trustee who receives a proper demand for accounting and fails to respond has made a choice. That choice — and its timing, and the circumstances surrounding it — becomes part of the public record.

The documents supporting this demand are already in the public record. The board minutes are public. The executed contract is public. The planning staff memoranda are public. The agenda showing Project Seattle's removal is public. The recording of Commissioner Edds' March 16, 2026 statements is public. The Salisbury Post articles documenting his contradictory statements are public.

The accounting this demand seeks will either confirm that the warranty was true and that no commissioner had an undisclosed financial interest — in which case the record is clean and this matter is resolved — or it will establish that the warranty was false and that undisclosed benefits were derived — in which case equity's remedies apply.

A trustee with nothing to hide has nothing to fear from an accounting. The demand is the instrument. The response — or its absence — is the answer.

ONE FINAL MATTER

A public official acting outside the scope of their oath obligations is acting in their personal capacity. Personal capacity conduct does not carry the protections of the office. Qualified immunity attaches to official acts — not to personal self-dealing dressed in official clothing. Harlow v. Fitzgerald, 457 U.S. 800 (1982).

The authority you exercise was passed through to you from the People for a specific purpose — their benefit. You hold it in trust. You do not hold it in your own right. A trustee who administers that authority for personal benefit has stepped outside the trust and stands personally — not institutionally — before the beneficiary. Monell v. Department of Social Services, 436 U.S. 658 (1978).

County Attorney Dees confirmed in writing on March 17, 2026, that the commissioners carry no separate official bonds. There is no surety instrument to absorb the breach. No bond backstops the performance obligation you swore. The oath is the only instrument. The personal obligation is unmediated.

You took an oath. The oath was not a formality. It was a performance obligation voluntarily assumed, publicly confirmed, and owed directly to the citizens of Rowan County. There is no bond to absorb the breach. There is no immunity for conduct that falls outside the faithful discharge of that obligation. You are the surety. You answer.

Respectfully submitted in my capacity as a citizen and beneficiary of the public trust administered by the Rowan County Board of Commissioners,

Robert Bryant Starnes

Outlaw Livin' LLC  |  Granite Quarry, North Carolina

outlawlivin.com

March 30, 2026

CERTIFICATE OF SERVICE

I hereby certify that on March 30, 2026, a true and correct copy of this Demand for Accounting in Equity was delivered to each member of the Rowan County Board of Commissioners at 130 West Innes Street, Salisbury, NC 28144, with copies transmitted to:

John W. Dees II, County Attorney, Rowan County

NC Attorney General — File No. CP-26-05228

NC State Bar — for informational purposes

Signature: ___________________________________  Date: ____________

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