The herald. [volume] (New Orleans, La.) 1905-1953, 1921-02-24
CHARTER.

provisions of the laws of Louisiana, rela-
tive to the organization of corporations
they have covenanted and agreed, ana 10
by these presents covenant ana agree olhG,
form and constitute themselves, as Well
as such other persons who may hereafter
ioin or become associated with them INTO
a corporation and body polite in law Tor
the purposes and under the agreements
and stipulations following to-wlt:
ARTICLE 1.-The name and title of this
corporation shall be scott brotners 90
Surtees Inc" and under its corporate
name it shall have and ENJOY existence
and succession for the term o1 one hundred
years from this date, with ill the rights,
advantages and privileges granted Dy law
to corporations, including power TO CON
tract, sue and be sued in It's corporate
name; TO make and use corporate sea-
and the same to break and aher At pleas
ure; to hold. receive, purchase, convey
mortgage. hypOthecate and pledge proper
ty. real and personal; to issue UOnds' NOTES
and other obligations; to nave ana employ
managers, directors, officers, agents anu
OF her employees as the interests ana con-
veniences of the corporation may require
and to make and establish such committees
and to create such bylaws, rules anu
regulations for the corporate management
and for control of the affairs Of the sald
corporation as may be deemed necessary
and eXpedient.
ARTICLE 1.-THE dOmicile of the cor
poration shall be the City of New Orleans
! State of Louisiana. Citation ana other
legal process shall be served on the breSl-
dent. or. in his absence or inability TO act
| from any cause whatsoever. upon wee
President or the Secretary Treasurer.
ARTICLE III.-rhe objects and pur-
poses of this corporation are to conduct,
manage and carry on the business oi
naval architects, consulting engineers ana
surveyors, including the designing; the
supervision of construction, repair, recon
structiOn and salving OF vessels 10 ue-
| sign and supervise the construction; re-
! construction and repair of ship DulldlhS
wards, ship repair yards and dry DOCKS
| TO investigate marine accidents ana losses
and TO hold surveys and appralsements
and to report thereon, and generally 10 40
| any and all things necessary ana proper
| to carry out the objects and purposes
| aforesaid.
ARTICLE IV.-The capital stock of this
! corporation shall be five thousand dollars
divided into one hundred shares OF the
| mar yalue of fifty dollars each, all OF when
| said capital stock shall be issued full paid
| and non -assessable. The capital stock may
| be increased to fifty thousand dollars. Inc
| capital stock of this corporation Is ISSUED
| received and held under the irreyOcable
| agreement and contract entered into Tor
| mutual protection and advantage and as q
| condition of this charter that, lnasmuch
| as this corporation is organized Tor tnt
| purpose of taking advantage of the Skill
| talent and ability of G. Norman Scott ana
| Thomas ID. Scott, ii is agreed between the
| incOrpOrators and made a condition or TINS
| charter that all stock issued or which may
| hereafter be issued under this charter, OF
any amendment thereof. shall be so issued
| and held under an irrevOcakle contract ana
| agreement in favor of said persons, which
| shall affect and follow the said stock into
whoSOevcr's hands 1t may fall, that;
% No stock shall be sold or trans,
! ferred until an opportunity Is hrst Afforded
| the said G.. Norman Scott and Thomas ID
| Scott to acquire the same in proportion "a
| their holdings. or by either of them should
one refrain from purchasing. at book value
| established on the inventory ana trlai
! balance last preceding such sale and
| transfer, payable in cash. ninety days
| after written notice given to said persons
! through the Board of Directors of the cor
poration. Failure to purchase within the
| DELAY aforesaid shall, by the mere eXpira'
| ton of said time limit, release such stock
! from the effects of this provision.
| (2) All stock held by any person save
| that held by the Messrs. Scott shall be
! so held subject to the right of both OF
| either of them to purchase the same at any
time upon written notice accepting this
| option. payment to be made in cash on OF
| before ninety days from said notice, at the
| price fixed in the preceding paragraph 81
| of this Article, provided that if such action
is taken hereunder. within thirty days be.
| fore any annual meeting. the holder shall
| be entitled to receive in addition to said
price any dividend declared at such annua
| meeting.
(3) That in case of death of G. Nor
man Scott or Thomas ID. Scott, the sur
vivOr of them shall be entitled to Arrange
amicably with the widow, heirs or lega
representatives of the deceased for th'
| acquisition of said stock, and failing L
| agree said survivors of the decedent shall
be entitled to offer the same to the sur
vivor aforesaid, at the price fixed in para
| graphs one and two hereof, payable, how
ever, one-third cash and the remainder a
one and two years credit; with per cen
| interest, with right to take up all or any
portion of the credit portion at any tlm'
with interest to such date. That in de
fault of acceptance of this offer, said de
cedents survivors shall have the right u
demand and to obtain the dissolution ant
liquidation of this corporation, any pro
vision of this charter or of any law nov
or hereafter existing to the contrary not
withstanding.
All certificates of stock of this corpora
ton shall bear in or on the same refer
ence to this Article of the Charter in sub
stantially the following words:
This certificate of stock is held sub
ject to the restrictions and limitations i'm
posed by Article " of the Charter of thi
Corporation"
And this shall be full and sufficient no
tice to all persons, and shall subject tn
holders and pOssess0rs of the said stocl
to all the rights, limitations and restric
tons herein created
ARTICLE V.-All the corporate power
vested in this corporation by this charte
and by the law shall be exercised by tn
| Board of Directors hereafter created, in
Guiding the right to manage control an
direct the affairs of the corporation, tn
corporate policy, and to sell the corpora
2 ton or merge the same into another col
poration, and to take in payment of an
e such sale or merger. cash, bonds. notes Q
: stock of the purchasing or merging corpol
alton or of a new cOrDOratiOn. created fC