University of Virginia Library

MARINERS' MUSEUM CHANGE OF CHARTER

There was presented to the meeting a document which purported to be a copy of a proposed
Certificate for Amendment to the Charter of The Mariners' Museum, together with a copy of
the Charter of The Mariners' Museum and a letter from Mr. Roger Williams, President of The
Mariners' Museum, requesting this Board's prior approval and consent to the amendments

Upon consideration whereof, after motion duly made and seconded, the following
resolution was adopted:

BE IT RESOLVED that the Rector and Visitors of the University of Virginia do
accede to the request to approve of and consent to the charter amendments in the words and
figures presented to the meeting, if and when the same be duly adopted by the Board of Trustees
of the Mariners' Museum, namely

"(1) BE IT RESOLVED that Article 2 of the original Certificate of Incorporation of The
Mariners' Museum be amended to read as follows

`Article 2. - The name of the City wherein the principal office of the corporation in
this State is to be located is Warwick.'

"(2) BE IT FURTHER RESOLVED that Article 8 of the Original Certificate of Incorporation
be amended to read as follows

`Article 8. - The corporation shall not be operated for profit and will not issue stock
or lend money or its equivalent, or guarantee any debt, but will be operated for the purposes
herein expressed and none other, and said corporation will not be merged or consolidated with
any other institution or institutions of like character or otherwise. In the event any attempt
shall be made to merge said corporation with any other institution or institutions, or otherwise,
or to alter or change the character of said corporation, the property of said corporation, be of
real, mixed or personal, and the title thereto shall immediately pass to and vest in the University
of Virginia, provided, however, and notwithstanding anything to the contrary in this
certificate contained, the trustees may by deed of gift or upon such consideration as they
shall deem meet and proper, convey said park and lake, or so much of either thereof as to them
shall seem advisable, to the City of Newport News, the Commonwealth of Virginia or the City of
Warwick, or in the event necessity therefor exists in the opinion of the Board of Trustees,
the Trustees may sell and convey the same, upon such consideration as they deem adequate and
proper, to private persons or corporations, provided, however, that the net proceeds from any
such sale shall be transferred to the Guaranty Trust Company of New York, as Trustee, or to
its successor in trust, to be by such Trustee invested, reinvested and disposed of according
to the terms of a certain deed bearing date the 14th day of March, 1931 between Archer Milton
Huntington, et ux, The First National Bank of Newport News, Virginia, Homer L. Ferguson,
and Guaranty Trust Company of New York, and provided further that this privilege to convey
said park and lake shall not extend to the museum, seventy-five (75) acres of land and/or land
under water surrounding the same, the approached thereto or the houses, research laboratories,
buildings, equipment or lands, with their approaches, directly appertaining to said museum or
research laboratories.

`The board of trustees shall, after the death of the said Archer M. Huntington,
annually report their proceedings to the person who, for the time being, shall be Governor of Virginia

`Any officer or trustee named in this certificate, or the successor of any such officer
or trustee, may, with or without cause shown, be removed by the chairman of the board herein
named. Upon the retirement of the chariman of the board herein named, any such officer or
trustee may be removed by the board of trustees

`All voting power shall be vested in the trustees, who, annually, shall elect a chairman
of the board of trustees, a president, a secretary, a treasurer, a curator and such other
officers as to them shall seem proper, but the treasurer and curator shall not be members of
the board of trustees.' "

AND BE IT FURTHER RESOLVED that a certified copy of this resolution be transmitted forthwith
to the president of The Mariners' Museum