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EXHIBIT 3.32
UNITED STATES OF AMERICA
STATE OF LOUISIANA
DUPLICATE
PAUL J. HARDY
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT
a copy of the Articles of Incorporation and Initial Report of
SEAFARER OPERATORS, INC.,
Domiciled at Lafayette, Louisiana, Parish of Lafayette,
A corporation organized under the provisions of R. S. 1950, Title 12,
Chapter 1, as amended,
By Act before a Notary Public in and for the Parish of Orleans, State of
Louisiana, on May 13, 1976, the date when corporate existence began,
Was filed and recorded in this Office on May 14, 1976, in the Record of
Charters Book 314,
And the incorporation tax and all other fees having been paid as required
by law, the corporation is authorized to transact business in this State,
subject to the restrictions imposed by law, including the provisions of
R.S. 1950, Title 12, Chapter 1, as amended.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET
MY HAND AND CAUSED THE SEAL OF MY OFFICE
TO BE AFFIXED AT THE CITY OF BATON ROUGE ON,
May 14, 1976.
/s/ PAUL J. HARDY
SECRETARY OF STATE [SEAL]
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UNITED STATES OF AMERICA
STATE OF LOUISIANA
PAUL J. HARDY
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT
the annexed and following is a True and Correct copy of the Articles of
Incorporation and Initial Report of
SEAFARER OPERATORS, INC.,
A Louisiana corporation domiciled at Lafayette,
As shown by comparison with documents filed and recorded in this Office on
May 14,1976.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET
MY HAND AND COUNSEL THE SEAL OF MY OFFICE
TO BE AFFIXED AT THE CITY OF BATON ROUGE ON,
December 14, 1979
/s/ PAUL J. HARDY
SECRETARY OF STATE [SEAL]
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ARTICLES OF INCORPORATION OF
SEAFARER OPERATORS, INC.
STATE OF LOUISIANA :
PARISH OF ORLEANS :
BE IT KNOWN, on this 13th day of May, 1976, personally came and
appeared before me, the undersigned Notary Public, the subscriber hereto, of the
full age of majority, who declared to me, in the presence of the undersigned
competent witnesses, that, availing himself of the provisions of the Louisiana
Business Corporations Law (Title 12, Chapter 1, Louisiana Revised Statutes of
1950 as revised and modified by Act 105 of 1968, Legislature of Louisiana), he
does hereby organize himself, his successors and assigns, into a corporation in
pursuance of that law, under and in accordance with the following articles of
incorporation:
ARTICLE 1.
Name
The name of this corporation is: SEAFARER OPERATORS, INC.
ARTICLE 2.
Objects and Purposes
The purpose or purposes for which this Corporation is organized and the
nature of the business to be carried on by it are stated and declared to be as
follows:
To enter into any business lawful under the laws of the
State of Louisiana, either for its own account, or for the
account of others, as agent, and either as agent or
principal, to enter upon or
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engage in any kind of business of any nature whatsoever, in which
corporations organized under the Louisiana Business Corporation Law may
engage, and to the extent not prohibited thereby to enter upon and engage
in any kind of business of any nature whatsoever in any other state of the
United States of America, any foreign nation, and any territory of any
country to the extent permitted by the laws of such other state, nation or
territory.
ARTICLE 3.
Duration
The duration of this corporation shall be in perpetuity, or such maximum
period as may be authorized by the laws of Louisiana.
ARTICLE 4.
Authorized Capital
The total authorized capital stock of this corporation is six thousand
(6,000) shares of common voting stock having no par value.
ARTICLE 5.
Consents of Shareholders
Consents in writing to corporate action may be signed by the shareholders
having that proportion of the total voting power which would be required to
authorize or constitute such action at a meeting of shareholders.
ARTICLE 6.
Directors
Unless and until otherwise provided in the by-laws all of the corporate
powers of this corporation shall be vested in, and all of the business and
affairs of this corporation shall be managed by, a board of not more than
fifteen (15) directors. The number of directors may be
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increased or decreased within the limits above provided by a majority vote of
the directors.
The Board of Directors shall have authority to make and alter by-laws,
including the right to make and alter by-laws fixing their qualifications,
classifications, or terms of office, or fixing or increasing their compensation,
subject to the power of the shareholders to change or repeal the by-laws so
made.
Any Director absent from a meeting may be represented by any other director
or shareholder, who may cast the vote of the absent director according to the
written instructions, general or special, of said absent director, filed with
the Secretary.
ARTICLE 7.
Reversion
Cash, property or share dividends, share issuable to shareholders in
connection with a reclassification of stock, and the redemption price of
redeemed shares, which are not claimed by the shareholders entitled thereto
within one year after the dividend or redemption price became payable or the
shares became issuable, despite reasonable efforts by the corporation to pay
the dividend or redemption price or deliver the certificates for the shares
to such shareholders within such time, shall, at the expiration of such time,
revert in full ownership to the corporation, and the corporation's obligation
to pay such dividend or redemption price or issue such shares, as the case
may be, shall thereupon cease; provided that the board of directors
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may at any time, for any reason satisfactory to it, but need not, authorize (a)
payment of the amount of any cash or property dividend or redemption price or
(b) issuance of any shares, ownership of which has reverted to the corporation
pursuant to this Article 7, to the entity who or which would be entitled
thereto had such reversion not occurred.
ARTICLE 8.
Incorporator
The name and post office address of the incorporator is:
Thomas F. Getten
Suite 2211, 225 Baronne Street
New Orleans, Louisiana 70112
THUS DONE, READ AND SIGNED at may office in the City of New Orleans,
Parish of Orleans, State of Louisiana.
WITNESSES:
/s/ MARILYN C. MALONEY
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/s/ [ILLEGIBLE] /s/ THOMAS F. GETTEN
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Thomas F. Getten
/s/ [ILLEGIBLE]
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NOTARY PUBLIC
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UNITED STATES OF AMERICA
STATE OF LOUISIANA
JAMES H. "JIM" BROWN
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT
a copy of an Amendment to the Articles of Incorporation of
SEAFARER OPERATORS, INC.,
A Louisiana corporation domiciled at Houma, amending
Article 1, changing the corporate name to
SEA MAR, INC.,
Said Amendment executed on October 31, 1980, and acknowledged on October
31, 1980,
Was recorded in this Office on December 10, 1980, the date Amendment became
effective, and filed in Record of Charters Book 332.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET
MY HAND AND COUNSEL THE SEAL OF MY OFFICE
TO BE AFFIXED AT THE CITY OF BATON ROUGE ON,
December 10, 1980
/s/ JIM BROWN
SECRETARY OF STATE [SEAL]
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UNITED STATES OF AMERICA
STATE OF LOUISIANA
JAMES H. "JIM" BROWN
SECRETARY OF STATE
AS SECRETARY OF STATE, OF THE STATE OF LOUISIANA, I DO HEREBY CERTIFY THAT
a copy of an Amendment to the Articles of Incorporation of
SEAFARER OPERATORS, INC.,
A Louisiana corporation domiciled at Houma, amending
Article 1, changing the corporate name to
SEA MAR, INC.,
Said Amendment executed on October 31, 1980, and acknowledged on October
31, 1980,
Was recorded in this Office on December 10, 1980, the date Amendment became
effective, and filed in Record of Charters Book 332.
IN TESTIMONY WHEREOF, I HAVE HEREUNTO SET
MY HAND AND COUNSEL THE SEAL OF MY OFFICE
TO BE AFFIXED AT THE CITY OF BATON ROUGE ON,
December 10, 1980
/s/ JIM BROWN
SECRETARY OF STATE [SEAL]
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ARTICLES OF AMENDMENT
to the
ARTICLES OF INCORPORATION
of
SEAFARER OPERATORS, INC.
On October 31, 1980, the sole Shareholder of Seafarer Operators,
Inc., a Louisiana corporation, by unanimous written consent of the holder of
all of the outstanding shares of common stock of Seafarer Operators, Inc.
entitled to vote, amended Article 1 of its Articles of Incorporation to read:
"ARTICLE 1.
Name
The name of this Corporation is: Sea Mar, Inc."
These Articles of Amendment are dated October 31, 1980.
SEAFARER OPERATORS, INC.
(Now Sea Mar, Inc.)
By AL A. GONSOULIN
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Al A. Gonsoulin, President
By SUSAN B. GONSOULIN
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Susan B. Gonsoulin, Secretary
ACKNOWLEDGMENT
STATE OF LOUISIANA
PARISH OF TERREBONNE
Before me, the undersigned authority, personally came and appeared Al
A. Gonsoulin and Susan B. Gonsoulin, to me known to be the President and
Secretary, respectively, of Seafarer Operators, Inc. (now Sea Mar, Inc.), and
the persons who executed the foregoing instrument in such capacities, and who,
being duly sworn, acknowledged in my presence and in the presence of the
undersigned witnesses that they were authorized to and did execute the
foregoing instrument in such capacities for the said Corporation, as its and
their free act and deed.
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UNANIMOUS CONSENT OF SHAREHOLDERS
OF
SEAFARER OPERATORS, INC.
-----------------------------------------
The undersigned, being the sole Shareholder of all of the outstanding
shares of Seafarer Operators, Inc. having voting power on the matters set forth
herein, hereby waives any and all notice that may be required to be given with
respect to a meeting of the Shareholders of this Corporation, and pursuant to
Section 76 of the Louisiana Business Corporation Law, hereby unanimously
consents to the following corporate action:
Article 1 of the Articles of Incorporation of Seafarer Operators, Inc.
is hereby amended to read in its entirety as follows:
"ARTICLE 1.
Name
The name of this Corporation is: Sea Mar, Inc."
IN WITNESS WHEREOF, the undersigned Shareholder evidences his waiver
of any and all notice that may have been required to be given with respect to a
meeting of the Shareholders and further expressly evidences his consent to the
foregoing, effective October 31, 1980.
/s/ AL. A. GONSOULIN
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Al A. Gonsoulin
SOLE SHAREHOLDER OF SEAFARER
OPERATORS, INC. (now Sea Mar, Inc.)
CERTIFICATE
I hereby certify that the subscriber of the foregoing Unanimous Consent
is the sole shareholder of Seafarer Operators, Inc. (now Sea Mar, Inc.) and is
the registered holder of all of the outstanding shares of Seafarer Operators,
Inc. (now Sea Mar, Inc.) having voting power on the matters set forth therein.
Date: October 31, 1980
/s/ SUSAN B. GONSOULIN
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Susan B. Gonsoulin
Secretary
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IN WITNESS WHEREOF, the appearers and witnesses and I have hereunto affixed
our signatures on this 31st day of October, 1980.
WITNESSES:
/s/ JULIE MARCEL /s/ AL A. GONSOULIN
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Al A. Gonsoulin
/s/ YVETTE MILLER /s/ SUSAN B. GONSOULIN
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/s/ CAROLYN A. MCNOBLE
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Notary Public