The herald. [volume] (New Orleans, La.) 1905-1953, 1921-02-17
CHARTER.


tive to the organization OF corpOrauoHs,
they have covenanted and agreed, ana 10
by these presents covenant ana agree, olnJ ii
form and constitute themselves, as wen |
AZ such other persons who may hereafter |
foin or become associated with them INTO
a corporation and body polite in law Tor
the purposes and under the agreements
and stipulations following, to-wt'
ARTICLE 1.-The name and title of this
corporation shall be Scott Brothers
Surtees Inc" and under its corporate
name il shall have and ENJOY existence
and succession for the term Of one hunureu
wears from this date, with nll the rights,
advantages and privileges granted Dy law
TO corporations, including power 10 con
tract sue and be sued in It's corporalT
name: TO make and use a corporate eedi
and the same to break and an at pleas pleas
urp; to hold. receive. purchase convey
mortgage hypOthecate and pledge proper
| ". real and personal; to issue ponds hotes
| and other obligations; 10 nave anu thFlo1
| mana gers, directors, ofncers' agents au
Their employees as the interests anu con
| ypniences of the corporation may require
! and to make and establish such committees
/ and to create such bylaws. rules anu
| regulations for the corporate manaSemeHt
and for control of the affairs OF the salu
| corporation as may be deemed hecessdf!
| and eNpedlent.
! ARTICLE 1.-THE dOmicile of the cor
pOratiOn shall be the City Of New 0rleahf.
! State of Louisiana. Citation ana OIher
| legal process shall be served on the freSl
dent, or, in his absence or inability to act
from any cause whatsoever; upon a wee
President or the Secretary-Ireasurer'
| ARTICLE III.-rhe objects ana pur-
| poses of this corporation are TO cOhuuct:
| manage and carry on the business oi
naval architects, consulting engineers anu
! surveyors. including the Designing the
| superyision of construction, repair, recon
| struction and sailing of vessels; to de
| sign and supervise the CONSTRUCTION; re
construction and repair OF snip Ouiluihs
/ yards. ship repair yards ana ar! IocAs '
TO investigate marine accidents ana LOSSES
and 70 hold surveys and appralSemehts
and to report thereon. and generally TO DO
any and all things necessary ana proper
to carry out the objects ana purposes
aforesaid.
ARTICLE Iy.-The capital stock of this
cOrpOratiOn shall be five thousand dollars
divided into one hundred shares OF the
FAR value of fifty dollars each, all OF Whlch
said capital stock shall be issued run palu
and non-aSSeSSabIe The capital stock may
be increaSc to fifty thousand dollars. Inc
capital stock of this corporation Is lSSusu'
received and held under the lrreNOcaDie
agreement and contract entered INTO LOT
mutual protection and advantage ana as a
condition of this charter, that, lnasmuch
, as this corporation i organized LOT tne
| purpose of taking advantage OF the sklll,
talent and ability of c. Norman Scott anu
Thomas ID. Scott. it is agreed between the
incorpOratOrs and made condition OF inns
charter that all stock issued or when 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, when
shall AFFECT and follow the said stock into
wboSoeyrr's hands il may fall, that:
IN No stock shall be sold or trans.
ferred until an opportunity Is hrst anordtu
/ the said q. Norman Scott and THOMAS u
Scott to acquire the same in proportion tC
their holdings. or by either OF them shoulu
one refrain from purchasing, at book value
AH hA
= balance last preceding such sale aho
/, transfer, payable in cash. ninety day
{ after written notice given TO sald persons
= through the Board of Directors or the cor
poration Failure TO purchase within th'
DELAY aforesaid shall, by the mere eXplra
Y ton of said time limit, release such stocF
from the effects of this provision.
(2) All stock held by any person saw
! that held by the MeSsrs. Scott shall D'
. so held subject to the right OF both o.
either of them to purchase the same at an!
time upon written notice accepting TIM
ODtion payment to be made in cash on o
before ninety days from said notice, at tn
' | price fixed in the preceding paragraph u
of this Article provided that II such ACTOR
l. Is taken hereunder, within thirty days De
: fore any annual meeting. the holder shai
V he entitled to receive in addition to SAT-
p price any dividend declared at such annua
Y meeting.
e (0 That in case of death of q. MOI
: man Scott or Thomas ID. Scott, the sur
. | yiyOr of them shall be entitled 10 arTdnS
u amicably with the widow, heirs or lega
representatives of the deceased for Tn
!" ACQUISITION of said stock, and failing I
agree said survivors of the decedent sha
= be entitled to offer the same to the SUI
= yiyor aforesaid. at the price fixed in para
u graphs one and two hereof. payable. how
= ever one third cash and the remainder q
"a one and two years credit. with per cen
n interest with right to take up all or an
r portion of the credit portion at any tim
X with interest to such date. That in DC
ne fault of acceptance of this offer, said dc
l. cedent's survivors shall have the right I
IL demand and to obtain the dissolution an
liquidation of this corporation. any pre-
Of vision of this charter or of any law no
m or hereafter existing to the contrary moi
I'd outstanding.
n, All certificates of stock of this corpors
ID ton shall bear in or on the same a refeI
~ ence to this Article of the Charter In SUI
be stantially the following words;
h; This certificate of stock Is held sui
n ject to the restrictions and limitations in
d. posed by Article " of the Charter OF tn
De Corporation"
ed And this shall be full and sufficient n,
a tice to all persons and shall subject Il
n holders and possessOrs of the said stot
n to all the rights. limitations and restri
be tions herein created.
III vested in this corporation by this chart
he an5 - The low shall he exercised nv II
Ie Board of Directors hereafter created, i
-a.-L@ frnl