Exhibit 3.27
ARTICLES OF INCORPORATION
OF
NATIONAL STEEL AND SHIPBUILDING COMPANY
FIRST: The name of this corporation is
NATIONAL STEEL AND SHIPBUILDING COMPANY.
SECOND: Its principal office in the State of Nevada is located
at No. 206 North Virginia Street, in the City of Reno, County of Washoe. The
name and address of its resident agent will be The Corporation Trust Company of
Nevada, No. 206 North Virginia Street, Reno, Nevada.
THIRD: The nature of the business or objects or purposes to be
transacted, promoted or carried on by the corporation are:
(a) To build, equip, operate, maintain, buy, sell, deal in
and with, own, charter and otherwise dispose of ships, vessels and boats of
every nature and kind whatsoever, together with all materials, articles, tools,
machinery and appliances entering into or suitable and convenient for the
construction, maintenance, repair or equipment thereof, together with engines,
boilers, machinery, appurtenances, tackle, apparel and furniture of all kinds;
to buy, lease or otherwise acquire, construct, maintain and operate wharves,
piers, docks, ship yards and warehouses; to construct and maintain graving and
other docks and other conveniences for the building, maintaining, repairing or
docking of ships and other vessels, and to aid in or contribute to the
construction of any such works; to buy or otherwise acquire ships and vessels,
complete or not complete, sound or out of repair, for the purpose of improving,
reselling, chartering or otherwise making a profit out of the same.
(b) To buy, sell, manufacture, fabricate, erect and
otherwise deal in or with all kinds, forms, and combinations of steel, iron, or
other metals, or any of them, and in the products of iron, steel, or other
metals, or any of them, or in which steel, iron, or any other metal forms a part
or is related, including tools, machinery, equipment, buildings, kilns, bridges,
docks and other structures, and to transact a general steel manufacturing,
fabricating, foundry, jobbing, machining, machinery, and supply business, and to
do any and all things incidental thereto and necessary, suitable or convenient
in connection therewith.
(c) To carry on the business of builders and contractors for
the purpose of building, erecting, altering, repairing or doing any other work
in connection with any and all classes of building and improvements of any kind
and nature, whatsoever, including the building, rebuilding, alteration,
repairing or improvement of houses, factories, schools, and other buildings,
works or erections of every kind and description, whatsoever, including the
locating, laying out and constructing of ships, pipe lines, roads, avenues,
docks, sewers, bridges, dams, wells, walls, canals, railroads or street
railways, power plants and generally in all classes of buildings, erections and
works, both public and private, or integral parts thereof, and to perform
engineering and architectural works, including the preparation of plans and
specifications, and expert work as acting and consulting and superintending
engineers and architects and generally to do and perform such and all works as
builders and contractors and with that end in view to solicit, obtain, make,
perform and carry out contracts covering the building and contracting business
and the work connected therewith.
(d) To manufacture, buy, sell and deal in any and all kinds
of construction, engineering, building, shipbuilding and ship repair materials,
tools, implements, accessories, equipment and supplies of every description, and
to erect, or acquire by purchase, lease or otherwise, ship yards, manufactories,
kilns, foundries and buildings; to establish and maintain and operate ship
yards, manufactories, kilns, foundries, warehouses, agencies, and
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depots for manufacturing, fabricating, treating and storing its products, and
for their sale and distribution, and to transport, or cause the same to be
transported, as articles of commerce, and to do any and all things incidental
thereto and necessary and proper to be done in connection with its business as
aforesaid.
(e) To manufacture, purchase, or otherwise acquire, goods,
wares, merchandise, and personal property of every class and description, and to
hold, own, sell or otherwise dispose of, trade, deal in and deal with the same,
and in general, to engage in any manufacturing business of any kind and
character whatsoever.
(f) To enter into, make, perform and carry out contracts of
every sort and kind which may be necessary or convenient for the business of
this corporation with any person, firm, corporation, private, public or
municipal, body politic, any state, territory or municipality of the United
States or any foreign government, colony or body politic.
(g) To acquire by purchase, subscription or otherwise hold,
mortgage, pledge, sell, assign, transfer, exchange or otherwise dispose of
shares of the stock, or voting trust certificates for shares of the stock of, or
any bonds or other securities, evidences of indebtedness or obligations created
by, any other corporation or corporations organized under the laws of the State
of Nevada or of any other state, or of any country, nation or government, and to
pay therefor, in whole or in part, with cash or other property or with shares,
bonds or other obligations of this corporation, and, while the owner or holder
of any such shares, or voting trust certificates for shares, or bonds or other
securities or evidences of indebtedness, or obligations of any such other
corporation or corporations, to possess and exercise in respect thereof all the
powers, rights and privileges of ownership, including the right to vote thereon
and to consent in respect thereof for any and all purposes.
(h) To act as financial, commercial or general agent, other
than fiscal or transfer agent, factor or representative, of individuals,
partnerships, trustees, associations,
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joint stock companies, corporations or syndicates, and as such to develop and
extend their business and to aid in any of their lawful enterprises, in so far
as a corporation organized under the laws of the State of Nevada may lawfully do
so; and to the same extent, to manufacture, buy or otherwise acquire, sell or
otherwise dispose of, import, export, distribute and deal in, either as
principal or agent, goods, wares and merchandise of every kind and description.
(i) To promote, aid and assist, financially or otherwise,
corporations, copartnerships, joint stock companies, syndicates, trustees,
associations, and individuals to the extent legally permissible to a corporation
organized under the laws of the State of Nevada; and to a like extent to endorse
or underwrite the shares, bonds, debentures, notes, securities or other
obligations or undertakings of any corporation, copartnership, joint stock
company, association, syndicate, trustee, or individual, and to guarantee the
payment of any dividends on shares, or the principal or interest upon bonds,
notes, debentures or other obligations, of, or the performance of any contracts
by, any corporation, copartnership, joint stock company, association, syndicate,
trustee or individual.
(j) To adopt, apply for, obtain, register, purchase, lease
or otherwise acquire, and to maintain, protect, hold, use, own, exercise,
develop, operate and introduce, and to sell, grant licenses or other rights in
respect of, assign, or otherwise dispose of or turn to account any trademarks,
trade names, patents, patent rights, copyrights and distinctive marks and rights
analogous thereto, and inventions, improvements, processes, formulae, and the
like, including such thereof as may be covered by, used in connection with, or
secured or received under, letters patent of the United States of America or
elsewhere, which may be deemed capable of use in connection with the business of
this corporation, and to acquire, use, exercise or otherwise turn to account
licenses in respect of any such trademarks, trade
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names, patents, patent rights, copyrights, inventions, improvements, processes,
formulae, and the like.
(k) To purchase, lease as lessee, take in exchange or
otherwise acquire and to own, hold, develop, operate, sell, assign, transfer,
convey, exchange, lease as lessor, mortgage, pledge or otherwise dispose of and
encumber, real and personal property of every class and description, and rights
and privileges therein, in the State of Nevada, and in any or all other states,
territories, districts, possessions, colonies and dependencies of the United
States of America, and in any or all foreign countries, which may be suitable or
convenient in connection with the business of this corporation.
(l) To acquire all or any part of the good will, rights,
assets and business of any person, firm, association or corporation heretofore
or hereafter engaged in any business, in whole or in part, similar to the
business of this corporation, and to hold, utilize and in any manner dispose of,
the whole or any part of the right and assets so acquired, and to conduct in any
lawful manner the whole or any part of the business thus acquired.
(m) To borrow or raise moneys for any of the purposes of
this corporation without limit as to amount, and, from time to time, to issue
bonds, debentures, notes or other obligations, secured or unsecured, of this
corporation for moneys so borrowed, or in payment for property acquired, or for
any of the other objects or purposes of this corporation or in connection with
its business; to secure such bonds, debentures, notes and other obligations by
mortgage or mortgages, or deed or deeds of trust, or pledge or other lien upon
any or all of the property, rights, privileges or franchises of this
corporation, wheresoever situated, acquired or to be acquired, and to pledge,
sell or otherwise dispose of any or all of such bonds, debentures, notes and
other obligations of this corporation for its corporate purposes.
(n) To promote or to aid in any manner financially or
otherwise any other corporations or associations and for this purpose to
guarantee or to become surety upon the
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contracts, dividends, stocks, bonds, notes, and other obligations of such other
corporations or associations, and to do any other acts or things designed to
protect, preserve, improve, or enhance the value of the stocks, bonds, or other
evidences of indebtedness or securities of such other corporations.
(o) To join and become a party to, and to participate in,
any plan or agreement for the reorganization of, or the readjustment of the
capital structure of, or for the composition of the creditors of, any other
corporation, shares of which, or voting trust certificates for the shares of
which, or bonds or other securities or evidences of indebtedness or obligations
created by which, this corporation may own, hold or be possessed of, or entitled
to a beneficial interest in, and to possess, exercise, and enjoy any and all
rights, powers and privileges, for any purpose under the terms of such plan or
agreement, to the same extent that an individual would be entitled to do.
(p) To guarantee the payment of dividends upon, or any
sinking fund payments in respect of, any shares, or the payment of the principal
of, or interest on, or sinking fund payments in respect of, any bonds or other
securities or evidences of indebtedness, or the performance of any contract, of
any other corporation or corporations in so far as, and to the extent that, a
guaranty in respect thereof by this corporation may be permitted by law.
(q) In connection with the purchase, lease or other
acquisition by this corporation of any property of whatsoever nature, to pay
therefor in cash or property or to issue in exchange therefor shares, bonds or
other securities or evidences of indebtedness of this corporation, and to assume
in connection with any such acquisition any liabilities of any person,
association or corporation.
(r) To carry out all or any part of the foregoing objects
and purposes as principal, agent, contractor or otherwise, either alone or in
conjunction with any person, firm,
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association or other corporation, and to become a joint venturer or partner with
any other person, firm or corporation, and in any part of the world; and in
carrying on its business and for the purpose of attaining or furthering any of
its objects or purposes, to make and perform such contracts of any kind and
description, to do such acts and things, and to exercise any and all such
powers, as a natural person could lawfully make, perform, do or exercise,
provided that the same be not inconsistent with the laws of the State of Nevada.
(s) To conduct its business in any or all of its branches in
the State of Nevada and in any or all other states, territories, possessions,
colonies and dependencies of the United States of America, and in the District
of Columbia, and in any or all foreign countries, and to have one or more
offices within and outside the State of Nevada.
(t) To do any and all things necessary, suitable, convenient
or proper for, or in connection with, or incidental to, the accomplishment of
any of the purposes or attainment of any one or more of the objects herein
ennumerated, or designed directly or indirectly to promote the interests of this
corporation, or to enhance the value of any of its properties; and in general to
do any and all things and exercise any and all powers which it may now or
hereafter be lawful for the corporation to do or to exercise under the laws of
the State of Nevada that may now or hereafter be applicable to the corporation.
(u) The business or purpose of this corporation is, from
time to time and at any time, to do one or more of the acts and things herein
set forth, and to have all the powers, rights and privileges now or hereafter
conferred by the laws of the State of Nevada upon corporations organized under
the laws of Nevada authorizing the formation of corporations; providing,
however, that nothing herein contained shall be deemed to authorize this
corporation to construct, hold, maintain or operate in Nevada urban railroads,
or interurban or street railways or telephone lines, or to carry on within said
state, the business of a gas,
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electric, steam, heat or power company, or to carry on within said state any
other public utility business.
(v) The objects specified herein shall, except as otherwise
expressed, be in no way limited or restricted by reference to or inference from
the terms of any other clause or paragraph of these articles. The objects,
purposes and powers specified in each of the clauses or paragraphs in these
articles of incorporation shall be regarded as independent objects, purposes or
powers.
The foregoing shall be construed as objects and powers, and the
enumeration thereof shall not be held to limit or restrict in any manner the
powers now or hereafter conferred on this corporation by the laws of the State
of Nevada.
FOURTH: The corporation is authorized to issue only one class of
shares of stock. The total authorized capital stock of the corporation is
$100,000, to consist of 10,000 shares of the par value of $10 each.
After such time as there shall be issued and outstanding stock
of the corporation, upon the sale for cash of any new stock of the corporation,
every stockholder of the corporation shall have the right to purchase all or any
part of his pro rata share of such new stock at the price at which it is offered
or to be offered to others, provided, however, that in the event that one or
more of such stockholders shall fail, refuse or otherwise omit to purchase all
or any part of his or their pro rata share of such new stock within 20 days from
the date such pro rata share of new stock is offered to him or them, any
stockholder or stockholders desiring to purchase such new stock shall have the
right to purchase all or any part of his or their pro rata share of the new
stock not so purchased by the other stockholder or stockholders in addition to
shares to which he or they shall otherwise be entitled to purchase pursuant to
this Article FOURTH of these articles of incorporation. Any shares of such new
stock not purchased by such other stockholders within 10 days after having been
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offered to them may be offered for sale to others who are not stockholders of
the corporation. The provisions of this Article FOURTH with respect to the
pre-emptive rights of stockholders may be waived by the written consent of the
holders of all of the outstanding shares of the corporation.
FIFTH: The members of the governing board shall be known as
"directors" and the number thereof shall be not less than three nor more than
fifteen, the exact number to be fixed by the by-laws of the corporation;
provided, that the number so fixed by the by-laws may be increased or decreased
within the limit above specified from time to time by the by-laws.
The names and post office addresses of the first board of directors are
as follows:
Names Addresses
----- ---------
Thomas M. Lacey 111 Sutter St., San Francisco, Calif.
Arthur L. Brown 111 Sutter St., San Francisco, Calif.
Dick I. Oberholtzer 111 Sutter St., San Francisco, Calif.
SIXTH: The capital stock, after the amount of the subscription
price has been paid in, shall be subject to no further assessment to pay debts
of the corporation.
SEVENTH: The names and post office addresses of each of the
incorporators signing the articles of incorporation are as follows:
Names Addresses
----- ---------
Thomas M. Lacey 111 Sutter St., San Francisco, Calif.
Arthur L. Brown 111 Sutter St., San Francisco, Calif.
Dick I. Oberholtzer 111 Sutter St., San Francisco, Calif.
EIGHTH: This corporation is to have perpetual existence.
NINTH: In furtherance, and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized:
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(a) To fix the amount to be reserved as working capital over
and above its capital stock paid in; to authorize and cause to be executed
mortgages and liens upon the real and personal property of this corporation.
(b) From time to time to determine whether and to what
extent, and at what times and places, and under what conditions and regulations,
the accounts and books of this corporation (other than the original or duplicate
stock ledger) or any of them, shall be open to inspection of stockholders, and
no stockholder shall have any right of inspecting any account, book or document
of this corporation except as conferred by statute, unless authorized by a
resolution of the stockholders or directors.
(c) If the by-laws so provide, to designate three or more of
its number to constitute an executive committee, which committee, for the time
being, as provided in said resolution or in the by-laws of this corporation,
shall have and may exercise any or all of the powers of the board of directors
in the management of the business and affairs of this corporation, other than
the power to declare dividends, and shall have power to authorize the seal of
this corporation to be affixed to all papers which may require it.
This corporation may in its by-laws confer powers upon its
directors in addition to the foregoing, and in addition to the powers and
authorities expressly conferred upon them by the statutes.
TENTH: Meetings of stockholders may be held outside of the State
of Nevada, if the by-laws so provide. The books of this corporation may be kept
(subject to the provisions of the statutes) outside of the State of Nevada at
such places as may be from time to time designated by the board of directors or
in the by-laws of the corporation.
ELEVENTH: At all elections of directors, each stockholder at the
time entitled to vote shall have the right of cumulative voting, that is, each
stockholder shall be entitled to as many votes as shall equal the number of his
voting shares of stock, multiplied
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by the number of directors to be elected, and he may cast all of such votes for
a single director or may distribute them among the number to be voted for, or
any two or more of them, as he may see fit.
TWELFTH: The original by-laws of the corporation may be adopted
by the stockholders or the directors. Thereafter any and all by-laws may be
made, adopted, amended, altered or repealed only by the vote or written consent
of stockholders entitled to exercise at least two-thirds (2/3) of the voting
power of the corporation.
THIRTEENTH: This corporation reserves the right to amend, alter,
change or repeal any provision contained in these articles of incorporation, in
the manner now or hereafter prescribed by statute or by these articles of
incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation, provided, however, that Article ELEVENTH of these
articles of incorporation shall not be amended or repealed if the holders of the
number of shares equal to the quotient arrived at when the total number of
outstanding shares of the corporation is divided by one plus the authorized
number of directors either vote against the proposed amendment or repeal of said
Article ELEVENTH or refuse, decline, fail or otherwise omit to consent in
writing to the proposed amendment or repeal thereof, and provided further,
however, that Article TWELFTH of these articles of incorporation may be amended,
altered or repealed only by the vote or written consent of stockholders entitled
to exercise at least two-thirds (2/3) of the voting power of the corporation.
WE, THE UNDERSIGNED, being all of the original incorporators
hereinbefore named for the purpose of forming a corporation under the laws of
the State of Nevada and in pursuance of the General Corporation Law of the State
of Nevada, being Chapter 78, Title 7 revised Statutes of Nevada, and the acts
amendatory thereof and
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supplemental thereto, do make and file these articles of incorporation, hereby
declaring and certifying that the facts herein stated are true.
IN WITNESS WHEREOF, we accordingly have hereunto set our hands
this 9th day of November, A.D. 1959.
/s/ Thomas M. Lacey
_____________________________________
Thomas M. Lacey
/s/ Arthur L. Brown
_____________________________________
Arthur L. Brown
/s/ Dick I. Oberholtzer
_____________________________________
Dick I. Oberholtzer
STATE OF CALIFORNIA )
) ss:
CITY AND COUNTY OF SAN FRANCISCO )
On this __ day of November, 1959, before me Abby E. Wigney, a Notary
Public in and for the City and County and State aforesaid, personally appeared
THOMAS M. LACEY, ARTHUR L. BROWN and DICK L. OBERHOLTZER, known to me to be the
persons described in and who executed the foregoing instrument, and who
acknowledged to me that they executed the same freely and voluntarily and for
the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Abby E. Wigney
_____________________________________
Notary Public in and for the City and
County of San Francisco, State of
California
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