The herald., 1921-02-03
CHARTER.
CHARTER OF SCOTT BROTHERS &
SURTEES, INC.

United States OF America, State of Lou
isiana, Parish of Orleans, City of New Or
leans. BE it known, That on this fifth day
of the month of January, in the year OF
our Lord one thou nine hundred ana
twenty one, and of the Independence OF
the United States of America, the one hun
dred and fOrty-tifth, before me, Henry +.
Dart, Jr., "a notary public, duly cOmmls-
stoned and qualified, i'll and for TINS city
and the Parish of Orleans, therein resid-
ing, and in the presence OF the witnesses
hereinafter named and undersigned, per
sonally came and appeared the persons
whose names are hereuntO subscribed, VINO
declared. that, availing themselves of the
provisions of the laws of Louisiana, rtla-
tive to the organization of corporations
they have COyenanted and agreed, and DO
by these presents covenant and agree, bind
form and constitute themselves, as wei
as such other persons who may hereafter
iOin or become associated with them into
a corporation and body polite in law for
the purposes and under the agreements
and stipulatiOns following, tO-wit:
ARTICLE 1.-The name and title of this
corporation shall be scott Brothers *
Surtees. Inc.," and under its corporate
name it shall have and ENJOY existence
and succession for the term OF one hundred
years from this date, with hll the rights,
advantages and privileges granted ny law
to corporations including power TO con
tract sue and be sued in its corporate
name; to make and use a corporate seal
and the same to break and aher ut pleas
ure; TO hold. receive, purchase, convey
mortgage, hypOtheCate and pledge proper
ty real and personal; to issue ponds, notes
and other obligations; to have and employ
managers. directors, officers, agents ana
other employees as the interests and con-
VenienceS of the corporation may require
and to make and establish such committees
and to create such bylaws. rules and
regulations for the corporate management
and for control of the affairs of the said
corporation as may be deemed necessary
and eNpedient
ARTICLE 1.-THE domicile of the cor
poraton shall be the City Of New Orleans,
State of Louisiana. Citation and other
legal process shall be served on the Presi-
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 and
surveyors, including the designing; the
supervision of construction, repair. recon
structiOn and Salving of vessels; to de
sign and supervise the construction, re-
construction and repair of ship building
yards, ship repair yards and dry docks
10 investigate marine accidents and losses,
and to hold surveys and appraisementS
and to report thereon, and generally TO do
any and all things necessary and proper
10 carry out lhe opJeCtS anu PuIPOSeH
aforesaid.
ARTICLE IV.-The capital stock of this
corporation shall be five thousand dollars,
divided into one hundred shares of the
par value of fifty dollars each. all of which
said capital stock shall be issued full paid
and worcestershire. The capital stock may
be increased to fifty thousand dollars. The
capital stock of this corporation is issued
received and held under the irrevOcable
agreement and contract entered into for
condition of this charter, that. inaSmus -
as this corporation is organized for tht
purpose of taking advantage of the skill
talent and ability of G. Norman Scott and
Thomas d. Scott. it is agreed between the
incOrpOrators and made n condition of this
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 irrevocable contract and
agreement in favor of said persons, which
shall affect and follow the said stock into
whosoever's hands it may fall, that
% No stock shall be sold or trans
ferred until an opportunity is first afforded
the said q. Norman Scott and Thomas ID
Scott to acquire the same in proportion tt
their holdings. or by either of them should
one refrain from purchasing, at book value
established on the inventory and tria
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
tion of said time limit, release such stocl
from the effects of this provision.
(2) All stock held by any person save
that held by the Messrs. Scott shall b'
so held subject to the right of both Ol
either of them to purchase the same at any
time upon written notice accepting thi'
option, payment to be made in cash on Ol
before ninety days from said notice, at th'
price fixed In the preceding paragraph Il
of this Article, provided that If such actor
is taken hereunder, within thirty days be
fore any annual meeting, the holder shal
be entitled to receive in addition to saiC
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 arrang'
amicably with the widow, heirs or lega
representatives of the deceased for th
acquisition of said stock. and failing T.
| agree said survivors of the decedent shal
| be ENTITLED to offer the same to the sur
vivOr aforesaid. at the price fixed in para
graphs one and two hereof. payable, how
J ever. One-third cash and the remainder a
| one and two years credit, with per cen
| interest, with right to take up ali or an.
| portion of the credit portion mt any tim
| with interest to such date. That in de
| fault of acceptance of this offer. said de
| cedent's survivors shall have the right Z
| demand and to obtain the dissolution an
| nQuluatlOn OF tnlS 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
tion shall bear in or on the same refer
| ence to this Article of the Charter in sui
stantially the following words:
This certificate of stock is held sub
ject to the restrictions and limitations in
posed by Article ~ Of the Charter of thi
Corporation"
And this shall be full and sufficient nc
tice to all persons, and shall subject tn
holders and pOssessors of the said stOc
to all the rights, limitations and restriC
tions herein created.
| ARTICLE V.-All the corporate power
vested in this corporation by this charte
and by the law shall be exercised by I'll
Board of Directors hereafter created, In
cluding the right to manage, control an
direct the affairs of the corporation, I'll
corporate policy, and to sell the corpOri
tiOn or merge the same into another co
poration, and to take in payment of an
such sale or merger, cash, bonds. notes {
stock of the purchasing or merging corpol
alton, or of a new corporation. created 4,
the purpose, without the necessity of r
ferring either or any of said acts to IL
stockholders.
| Tho said Roord Of n;ractorS shall