The herald., 1921-02-10
:ANS. LOUISIANA.
CHARTER.

provisions of the laws of Louisiana, ftIa'
tive to the organization of corporations
they have coyenanted and agreed, ana 40
by these presents covenant ana aSree' DlhI,
form and constitute themselves, as mtiI
as such other persons VINO may me- IT.
ioin or become associated with them iH.o
a corporation and body polite In law Ior /
the purposes and under the agreements
and stipulations following, to-wlt:
ARTICLE 1.-The name and title OF TINS
corporation shall be scott Brothers
Surtees, Inc, ana under us CoIp V'.s
name il shall have and ENJOY existence
and succession for the term OF one hundreu
years from this date, with Gil the rlghts,
advantages and privileges granted ID! Ia"
to corporations, including power 10 con
tract. sue and be sued in It's corporate
name: to make and use a corporate sea-
and the same to break and alter at pleas-
ure; to hold, receive. purchase, convey
mortgage hypOtheCate and pledge proper
w, real and personal; to issue ponds, notes
and other obligations; TO have ana employ
managers, directors, ofhcers' agents anu
other employees as the interests anu toh
yeniences of the corporation may require,
and to make and establish such committees
and to create such bylaws, rules anu
regulations for the corporate manasemeHi
and for control of the affairs ot tne saIu
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 freSl.
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 OF
naval architects consulting engineers ana
surveyors, including the Designing the
supervision of construction. repair recon-
structiOn and salving or vessels 10 ue'
ha nEf
construction and repair of ship building
, wards, ship repair yards and dry uecks'
to investigate marine accidents anu losseS,
and to hold surveys ana appraiSenlehSs
and TO report thereon. and generally 10 40
any and all things necessary ana proper
! 10 carry out the objects and purposes
aforesaid.
! ARTICLE Iy.-The capital stock of this
corporation shall be five thousand uoiiiIs
! divided into one hundred shares OF the
! par value of fifty dollars each, all OF whIcn
| said capital stock shall be issued 1uil palu
and nor. IA ssessable. The capital stock ma!
| be increased to fifty thousand dollars. Inc
| capital stock of this corporation Is issued
| received and held under the lrreNocanIe
| agreement and contract entered into LOT
| mutual protection and advantage ana as q
! condition of this charter. that, lnasnuch
| as this CORPORATION is organized Tor the
! purpose of taking advantage or the SIKH,
| talent and ability of Il. Norman Scott anu
Thomas d. Scott. it Is agreed between tG i
/
! charter that all stock issued or when may
| hereafter be issued under this charter OF
any amendment thereof. shall De so lssued
| and held under an irreV0cable contract anu
| agreement in favor of said persons. which
! shall affect and follow the said stock INTO
whosoever's hands it may fall, that:
IN No stock shall be sold or trans
ferred until an opportunity Is nrst aHoru1u
the said q. Norman Scott and IhOmas ~
scott to acquire the same in proportion 70
LII, boil oft III
one refrain from purchasing. AT book value
established on the inventory ana IRA,
balance last preceding such sale ahu
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 wlthlh tht
delay aforesaid shall. by the mere eAplra'
ton of said time limit, release such stOch
from the effects of this provision.
(el All stock held by any person save
thar held by the Messrs. Scott shall De
so held subject to the right OF Doth oi
either of them 70 purchase the same AT any
time upon written notice accepting TINS
. optfon payment to be made in cash on Oh
before ninety days from said notice, at TN
price fixed in the preceding paragraph q
Of this Article, provided that II such act 10,
. is taken hereunder. within thirty Gays ne,
: fore any annual meeting. the holder shai
be entitled to receive In addition to sale
. price any dividend declared at such annua
meeting.
IN That in case Of death of G. Nor
, man Scott or Thomas ID. scott, the sur
yiyor of them shall be entitled to arrang
amicably with the widow. heirs or lega
representatives of the deceased 1or IN
acquisition of said stock, and talllng Z
: agree said survivors of the decedent shal
: he entitled to offer the same to the sur
: vivor aforesaid, at the price fixed In para
graphs one and two hereof, payable now
. ever. one-third cash and the remainder a
! one and two years credit. with b per cen
= interest, with right TO take up all or an
: portion of the credit portion at any tim
with interest to such date. That IN de
{ fault of acceptance OF this oner, saIa u.
: cedent's survivors shall have the right [
i | demand and to obtain the dissolution an
liquidation of this corporation. any Pre-
Il vision of this charter or or any law no.
n or hereafter existing to the contrary mol
d withstanding.
2 All certificates of stock Of this corpora
a ton shall bear In or on the same a refei
l. | ence to this Article Of the Charter In sui
. stantially the following words:
!; This certificate Of stock is held sui
l. iect to the restrictions and limitations in
l. posed by Article w of the Charter OF tn
'e Corporation"
d And this shall be full and sufficient M
4 tice to all persons, and shall subject u
J. holders and possessors of the said stoC
l. to all the rights, limitations and restri
De lions herein created.
a. ARTICLE VAN the corporate powe
III vested in this corporation by this chart
le and by the law shall be exercised by u
e Board Of Directors hereafter created, Il
|! Guiding the right to manage, control al
direct the affairs of the corporation, Il
OF corporate policy, and to sell the corpor
N ton or merge the same into another co
as poration. and to take In payment OF al
N such sale or merger, cash. bonds, notes
W stock Of the purchasing or merging corpo
IN alton, or of a new corporation. created 4
Us the purpose. without the necessity of
OF ferring either or any Of said acts to Z
81 stockholders.
n; The said Board OF Directors shall
ng com posed OF three stockholders, who sh;
" be elected annually on the third Tuesd
in of January of each year. The first Boa
by of Directors shall be composed of G. No
ed man Scott, Thomas ID. Scott and Jo
Of Dart. with @. Norman Scott
IL President. Thomas d. Scott as VI
be President, and John Dart as Seer
tary-Treasurer, and said Board sh
NV | serve for one year and until their 81
~ | cessors are elected and qualified I
~ election of the Board of Directors sh
"a be preceded by written notice to
. n stockholders. delivered in person or sc
'nt by mail to the address given in the CT
IL rent city directory, unless the address
~ such stakeholder shall have been reg
% tered with the Secretary, and in default
"a either, care of General Delivery. New {
sat leans, La. The election shall be held