Statuts de la Societe de Colonisation Europeeo-Americaine au Texas

SCEAT founders (corporate) · 1854 · French — primary, as act

Transcription: doc/text/books/1800/other/statuts/english.md, doc/text/books/1800/other/statuts/french.txt

What it is

The incorporating statutes of the SCEAT (Brussels, September 1854) — the legal charter defining the company that bought and held the colony land.

Author's position

Corporate/collective, drafted by the founders. Not a narrator; a binding instrument. Stake is structural legitimacy and the terms of subscription.

Stake

Establish the company's structure, capital, governance, and duration for investors and the law. States the intended arrangement — what the venture was designed to be, which is not the same as how it operated.

Access / reliability

High reliability on formal facts: managing partners (Bureau, Guillon, Godin), share structure, capitalization terms, and the corporate duration (charter to 31 Dec 1875 — the fact that complicates "failed by 1857"). It does not witness operations; for the gap between charter and practice, see Savardan and the financial record.

Corporate facts (extracted from the text)

Signed Brussels, 26 Sept 1854; deposited with notary Heetveld 4 Oct 1854.

Form & identity

Société en commandite par actions (limited partnership with shares); name European-American Colonization Society in Texas; company style Bureau, Guillon, Godin & Co. (Art. 1).
Managing partners, jointly & severally liable: Allyre Bureau, Ferdinand Guillon, Godin-Lemaire. All other associates liable only up to their subscription (Art. 1).
Seat: Brussels, Rue de la Régence 16; central subscription Agency at Rue de Beaune 2, Paris (Arts. 7, 86).

Object — a land-resale agency, not a commune

Purpose: realize the colonization plan in Considerant's Au Texas (Paris, May 1854); the Society "constitutes itself as a Colonization Agency" (Art. 2).
Acquires real property "with a view to resale"; performs works/construction/industry as a contractor (Art. 2).
Art. 3 forbids the Society "any permanent exploitation, on its own account," of its lands — it may only take an interest as limited partner or lender. The charter rules out running the colony itself (cf. [[pratt]]'s land-sale thesis).

Capital & shares

Capital $1,000,000 US = 5,400,000 fr. (Art. 8; implied rate $1 = 5.4 fr.).
Denominations $5 / $25 / $125 (27 / 135 / 675 fr.) (Art. 10); shares to bearer, dual counterfoils Europe + America, registrable in name (Art. 11).
Two classes: dividend shares (4%/yr; first series to 31 Dec 1854, extended to 31 Mar 1855 per closing NOTE) and premium shares, plus land-gain appreciation certificates (Arts. 17–30, Titles VII–VIII).
Constitution threshold $100,000 subscribed (Art. 31), met 26 Sept 1854 by promises incl. Albert Brisbane $20,000 and Godin-Lemaire $20,000; Considerant stood surety → Society declared constituted that day.

Governance

Management (gérance): 3 partners, each with the company signature; cannot bind the Society beyond share capital (Art. 60). Named three's mandate runs to the meeting after 31 Dec 1860; successors elected by general meeting, 5-yr terms (Arts. 61–62); collective salary $1,800/yr (Art. 65).
Executive Agency in Texas (Title XIV): the on-ground arm, appointed/dismissed by and reporting to the Management. Considerant accepts the role of executive Agent for the first five financial years with full powers to buy/sell land, take subscriptions, deliver shares, litigate, etc.; salary ≥ $1,200/yr (Arts. 67–68). (This Texas "Agency" is Considerant personally — distinct from the Société de Réunion constituted in Texas 7 Aug 1855, which is not in this document.)
Supervisory Council: 5 shareholders elected by the meeting; supervises but may not interfere in management; verifies treasury/books ≥4×/yr; unpaid (Arts. 69–72).
Statute changes need 2/3, and for essential clauses the unanimous consent of affected parties (Art. 79).

Duration & dissolution

21 financial years; dissolves by right 31 Dec 1875 unless prolonged (Arts. 6, 80) — the fact that complicates "failed by 1857." First FY ran from constitution to 31 Dec 1855.
Anticipated dissolution and prolongation each need 2/3 (Arts. 81, 83); liquidation by the Management plus a 3-member Commission (Art. 82); disputes → binding 3-arbitrator tribunal, no appeal (Art. 84).

Adjacent instruments (same day)

Administrative & Distributive Committee (30-yr): Considerant assigns 5/6 of his Founder's appreciation-share to a committee (Bourdon, Bureau, Cantagrel, Godin, Guillon, Muiron, Tandon), keeping 1/6 — routing founder profits back toward earlier Fourierist creditors.
References the prior Fourierist joint-stock societies Considérant, Paget & Co. (1840) and Considérant & Co. (1843) — the SCEAT's organizational lineage.

Known distortions / how to weight

Treat as the design spec, not the operating history. Productive precisely where the statutes' intended structure diverges from what Savardan/Bürkli describe on the ground.

Cross-references

[[savardan]] (operations vs. charter; Naufrage ch. VII also preserves the Société de Réunion's statutes in principal-articles form — the subsidiary charter this document does not contain; see src/essays/corporate_structure.md), [[considerant-du-texas]] (the promise the charter underwrote), src/land/transactions.py (EACS/SCEAT land purchases).