Cl £di&oru peh*
A SELECTIVE MICROFILM EDITION
PART IV (1899-1910)
Thomas E. Jeffrey Lisa Gitelman Gregory Jankunis David W. Hutchings Leslie Fields
Theresa M. Collins Gregory Field Aldo E. Salerno Karen A. Detig Lorie Stock
Robert Rosenberg Director and Editor
Sponsors
Rutgers, The State University Of New Jersey National Park Service, Edison National Historic Site New Jersey Historical Commission Smithsonian Institution
University Publications of America Bethesda, MD 1999
Edison signntur
1 with permission of McGraw-Edison Company
Thomas A. Edison Papers at
Rutgers, The State University endorsed by
National Historical Publications and Records Commission 18 June 1981
Copyright © 1999 by Rutgers, The State University • • •
All rights reserved. No part of this publication including any portion of the guide and index or of the microfilm may be reproduced, stored in a retrieval system, or transmitted hi any form by any means — graphic, electronic, mechanical, or chemical, includingpliotocopying, reeordingor taphig, or information storage and retrieval systems—' without written permission of Rutgers, The State University, New Brunswick, New Jersey.
The original documents hi this edition are from the archives at the Edison National Historic Site at West Orange, New Jersey.
ISBN 0-89093-703-6
THOMAS A. EDISON PAPERS
Robert A. Rosenberg Director and Editor
Thomas E. Jeffrey Associate Director and Coeditor
Paul B. Israel
Managing Editor, Book Edition Helen Endick
Assistant Director for Administration
Associate Editors Theresa M. Collins Lisa Gitelman Keith A. Nier
Research Associates
Gregory Jankunis Lorie Stock
Assistant Editors Louis Carlat Aldo E. Salerno
Secretary Grace Kurkowski
Student Assistants
Amy Cohen Jessica Rosenberg
Bethany Jankunis Stacey Saelg
Laura Konrad Wojtek Szymkowiak
Vishal Nayak Matthew Wosniak
BOARD OF SPONSORS
Rutgers, The State University of New Jersey
Francis L. Lawrence Joseph J. Seneca Richard F. Foley David M. Oshhisky New Jersey Historical Commission Howard L. Green
National Park Service John Maounis Maryanne Gerbauckas Roger Durham George Tselos Smithsonian Institution Bernard Finn Arthur P. Molelia
EDITORIAL ADVISORY BOARD
James Brittain, Georgia Institute of Technology R. Frank Colson, University of Southampton Louis Galambos, Johns Hopkins University Susan Hockey, University of Alberta Thomas Parke Hughes, University of Pennsylvania Peter Robinson, Oxford University
Philip Scranton, Georgia Institute of Technology/Hagley Museum and Library Merritt Roe Smith, Massachusetts Institute of Technology
FINANCIAL CONTRIBUTORS
PRIVATE FOUNDATIONS The Alfred P. Sloan Foundation Charles Edison Fund The Hyde and Watson Foundation National Trust for the Humanities Geraldine R. Dodge Foundation
PUBLIC FOUNDATIONS National Science Foundation National Endowment for the Humanities
National Historical Publications and Records Commission
PRIVATE CORPORATIONS AND INDIVIDUALS
Alabama Power Company
Anonymous
AT&T
Atlantic Electric
Association of Edison Illuminating Companies
Battelle Memorial Institute The Boston Edison Foundation Cabot Corporation Foundation, Inc. Carolina Power & Light Company Consolidated Edison Company of New York, Inc.
Consumers Power Company Cooper Industries Corning Incorporated Duke Power Company Entergy Corporation (Middle South Electric System)
Exxon Corporation
Florida Power & Light Company
General Electric Foundation
Gould Inc. Foundation
Gulf States Utilities Company
David and Nina Heitz
Hess Foundation, Inc.
Idaho Power Company
IMO Industries
International Brotherhood of Electrical Workers
Mr. and Mrs. Stanley H. Katz Matsushita Electric Industrial Co., Ltd. Midwest Resources, Inc.
Minnesota Power New Jersey Bell New York State Electric & Gas Corporation
North American Philips Corporation Philadelphia Electric Company Philips Lighting B.V.
Public Service Electric and Gas Company
RCA Corporation
Robert Bosch GmbH
Rochester Gas and Electric Corporation
San Diego Gas and Electric
Savannah Electric and Power Company
Schering-Plough Foundation
Texas Utilities Company
Thomas & Betts Corporation
Thomson Grand Public
Transamerica Delaval Inc.
Westinghouse Foundation Wisconsin Public Service Corporation
219
A Note on the Sources
The pages which have been filmed are the best copies available. Every technical effort possible has been made to ensure legibility.
PUBLICATION AND MICROFILM COPYING RESTRICTIONS
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NEW JERSEY PATENT COMPANY RECORDS
The New Jersey Patent Co. was incorporated in the State of New Jersey on April 25, 1903. It was concerned primarily with obtaining and holding phonograph-related patents granted to Edison and other experimenters. It also held some securities of Edison and non-Edison companies. In 1906 Edison succeeded one of the incorporators, Louis M. Sanders, as president. In 1911 the company's property rights were transferred to Thomas A. Edison, Inc., in exchange for stock in that corporation. The company was officially dissolved in 1931. The records cover the years 1 903-1 911, with a small amount of additional material from 1917, 1925, and 1926. They consist of minutes, a letterbook, a general ledger, and a journal. Unbound correspondence regarding the activities of the company can be found in the "New Jersey Patent Company" folders in the Document File Series.
The records are arranged in the following order: (1) minutes (1903-1906); (2) letterbook (1908-1910); (3) ledger (1903-1926); and (4) journal (1903-1926).
Minutes (1903-1906)
This folder consists of unbound minutes of the New Jersey Patent Co. Included are minutes of the organizational meeting of May 14, 1903; copies of the certificate of incorporation and bylaws; and directors' and stockholders' minutes through February 5, 1906.
Letterbook (1908-1910)
This letterbook covers the period February 1 908-June 1 91 0. It contains four letters signed by Edison as president of the New Jersey Patent Co. and two letters by Harry F. Miller, secretary and treasurer. One of Edison's letters agrees to pay Jonas W. Aylsworth $20,000 and Walter H. Miller $10,000 for making a commercially viable eight-minute record.
Ledger (1903-1926)
This ledger covers the period May 1903 to February 1911, with additional entries from 1917, 1925, and 1926. As the account book of final entry, it summarizes transactions pertaining to the business of the New Jersey Patent Co. Separate accounts detail cash, general expense, experimental, and patent transactions. Included are accounts with Edison, patent attorneys, and other individuals and companies. Edison's account covers the period June 1 903-December 1910, with two additional entries from 1917. The entry for February 27, 1909, includes a $5,000,000 credit to Edison, indicated as "By Sundries."
Journal (1903-1926)
This journal covers the period May 1 903-February 1911, with additional entries from May 1917, December 1925, and February 1926. Chronological entries provide information about transactions posted to various accounts and recorded in the corporate ledger. The journal is a partial record and does not provide information about all of the posted transactions. The entries from February 1911 detail the sale of the company's property rights to Thomas A. Edison, Inc., for $200,000 in stock. The entries from 1 917 are in the form of directors' minutes and indicate the sale of the company's stock in Thomas A. Edison, Inc., and the purchase of outstanding New Jersey Patent Co. stock from Edison and his wife, Mina Miller Edison.
New Jersey Patent Company Records Minutes (1903-1906)
This folder consists of unbound minutes of the New Jersey Patent Co. Included are minutes of the organizational meeting of May 14, 1903; copies of the certificate of incorporation and bylaws; and directors' and stockholders' minutes through February 5, 1906.
All of the documents have been selected.
1 Pirst meeting of the incorporators of the New Jersey Patent
2 Company held at the office of Howard W. Hayes, No. 763
Broad Street
3 in the City of Newark, on this fourteenth day of May, 1903
at ten
4 o'clock in the forenoon.
5 Present
6 William Pelzer
7, Prederick C. Pisoher
8 Louis M. Sande ra
9 The meeting was oalled to order and Louis M. Sanders
10 was elected chairman of the meeting and Perderick C. Pis-
oher
11 secretary.
12 A waiver of notice of first meeting signed by all the
13 incorporators was presented and read at the meeting and on
14 motion was ordered to be spread upon the minutes.
15 Waiver of notice iB as follows:-
16 WAIVER OP NOTICE OP MEETING OP INCORPORATORS.
17 We the undersigned being all the incorporators of The "Nw
"New Jersey
18 Patent Company", hereby waive notice of the time, place and
purpose
19 of the first meeting of the incorporators of said Company,
■ and
20 do fix the fourteenth day of May, 1903, at ten o'clock in
the
21 forenoon as the time and the principal office of the said
Company
22 as the place of said meeting. And we hereby waive all the
23 rquirements of the statutes of New/ Jersey as to notice of
said
24 meeting and the publication thereof and consent to the
transaction
25 of such business as may come before the meeting.
26 Dated May 14 , 1903 William Pelzer
27 Prederick C. Pischer
28 Louis M. Sanders
1 A duly certified copy of the certificate of organiza¬
tion YfU3
2 then presented to the meeting and read and on motion was
3 ordered to ho spread at length upon the minutes.
4 The certificate of organization is as follows:-
5 This, is to oertify that We, William Pelzer, Frederick C.
6 Fisoher and Louis If. Banders, do hereby associate ourselves
into a
7 corporation, by virtue of the provisions of an act of the
Legislature of
8 New Jersey entitled "An Act Concerning Corporations"
(revision of 1896)
9 approved April 21st, 1896, and the several supplements
thereto for the
10 purposes hereinafter mentioned, and to that end we do by
this our
11 certificate set forth
12 FI rot : The name of the corporation is:
13 "NEW JERSEY PATENT COMPANY"
14 Second: The location of the principal office in this
State is at
15 the comer of Valley Road and Lakeside Avenue in the Town¬
ship of
16 West Orange, in the County of Essex.
17 The name of the agent therein and in charge thereof
18 upon process against the corporation may be served is John
19 F. Randolph.
20
21
22
23
24
25
26
27
28
Third: The objects for which this corporation is formed
are to
apply for, obtain, register, purchase or otherwise acquire, and to feh&d, own,
use, operate, Bell, assign, or otherwise dispose of any and all in¬ vent ionB, improvements and processes and letters patent therefor and
any and all formulae, secret processes, trade marks, trade names
and distinctive marks in the United States and other Countries, and
to ubb, exercise, grant licenses in respect of or otherwise turn to
account any and all such inventions, improvements, process¬ es. letters
patent, formulae, secret peoesses, trade marks, trade
names,
1
2
3
4
5
6
7
8 9
10
11
12
13
14
15
16
17
18
19
20 21 22
23
24
25
26
and distinctive marks, and to do any and all things nec¬ essary
or useful for the purpose of oarrying out the foregoing ob- j ects in any
part of thw world as principal, agent, trustee, or other¬ wise.
fourth: The total arrount of the capital stock is
Ten Thousand Dollars ($10,000.)
the number of shares into which the same is divided is one hundred
(100) and the pair value of each share is one hundred dol¬ lars ($100.)
The amount with which said corporation will commence
business is One Thousand Dollars ($1,000.) which is divid¬ ed into ten
(10) shares of the par vakue of One hundred dollars ($100.) eaoh.
Eifth: The names and residences of the incorporators and
the
number of shares subscribed for by each, are as follows NAMES P. 0. ADDRESS NO. OE SHARES
William Pelzer New York, N.Y. four shares
Erederick C. Eischer Newark, N. J. three shares
Louis M. Sanders Washington, D.C. three shares
IN WITNESS WHEREOE, We have hereunto set our hands and seals
the twenty-third day of April, One thousand nine hundred and three.
Signed, Sealed and Delivered )
in the presence of ) William Pelzer (LS.)
Howard W. Hayes Ered'k C. Eischer (LS.)
Louis M, Sanders (LS.)
State of New Jersey )
) ss.
County of Essex ) Be it remembered that on this
twenty -third
day of April in the year of Our Lord One j
thousand nine hundred and three, before me'the subscriber, a Master in
1 Chancery of New Jersey, personally appeared William Pelzer
2 Frederick C. Fischer and Louis H. Sandersm who, I am satis¬
fied
3 are the persons named in and who executed the foregoing
4 Certificate of Incorporation, and I hairing first made
known to
5 them the contents thereof, they severally acknowledged that
they
6 signed, sealed and (faeiixaxral executed the same as their
voluntary act and
7 deed, for the uses and purposes therein expressed,
8 Howard W. Hayes,
9 Master in Chancery
10 of New Jersey.
11 Endorsed:
12 "Received and recorded in the office of the Clerk
of the
13 County of Essex this 24th day of April 1903.
14 Book 27 of Incor. Bus. Co. page 33.
15 Arthur Ho rt on,
16 Clerk"
17 "Filed Apr. 25, 1903.
18 S. D. Dickinson,
19 Secretary of State."
20 The following By-Laws were then presented to the meeting
and
21 read and discussed section by section and adopted unani¬
mously. On
22 motion they were ordered to be spread at length upon the
minut es .
23 BY-LAWS
24
25
Dlg'set o rs 26
27
28
"NEW JERSEY PATENT COMPANY"
The number of directors shall be three of whom two
shall be a quorum. They shall be ejected by the stock¬ holders ;
at their regular annual meeting and shall hold office one year
1 and until their suoceBBors shall he elected.
2 -2-
3 The officers of the Company shall he a President, a Vioe
4 President, a Secretary and Treasurer, who shall he eleoted
hy
5 the Board of Directors and shall hold their respective
offices for one
6 year and Until their successors shall he elected.
■B -3-
8 The Board of Directors shall appoint such other minor
9 offioera and agents as they shall deem advisable and may
/ delegate
10 the power to the General Manager.
11 -4-
12 The Board of Directors shall fix the salaries of the
officers
13 and agents of the Company.
14 * -5-
15 Vacancies among the officers or directors shall he filled
16 hy the Board of Directors.
17 -6-
18 Tho Board of Directors shall regularly meet on the
19 first Monday of the month of May, August, November and
Pebruary in each year
20 Special Meet ings shall he called hy the President at the
21 request of two directors and ten days notice shall he given
of the same
22 The meetings within this state shall he held at West Orange
23 At the meetings the order of business shall he:
24 1. Roll Call
25 2. Reading of Minutes
26 3. Report of Standing Committee.;?
27 4. Report of Special Committees
28 5. Unfinished business
29 6. New Business
2
Stockhold- 3 ers
Meetings 4
5
6
7
8 9
10
Treasur- 11 er' s
Bond 12
13
14
Stock 15
Certifi¬ cate 10
17
18 19
Dividends 20 21
22
Seal 23
24
25
By-Laws 26
27
28
7. Adjournment.
-7-
An annual meeting of stockholders fior the election of Directors shall ho held at West Orange, N.J., on the first Monday of May in each year at twelve o'clock noon and the polls shall remain open one hour.
Notice of such meeting shall be given by the secretary
by mailing a notice to each stockholder at least five days before
each meeting.
-8-
The T rat| surer shall give a bond to the Company in such
sum and with such Bifficient sureties as shall be approved by
the Board of Directors.
-9-
Stock of the Company shall be transferred only on the stock Certificate Book of the Company and shall be signed by the President and Treasurer and the corporate seal shall be affixed thereto.
-10-
Dividends of the net profits of the Company may be
deolared from time to time by the Directors in their dis¬ cretion.
-11-
The seal of the Company shall bear the corporate name of
the Company with a suitable device and the words "Incorpor¬ ated 1903“
-12-
The By-Laws may be altered or amended by a two-thirds vote of thoso present at any regular or special meeting of the Board of Directors,
1 Moved and seconded that the meeting proceed to the elec¬
tion
2 ofl directors of the Corporation to serve for the ensuing
year
3 and until their successors are elected.
4 Motion carried unanimously.
5 The meeting then proceeded to the election of directors
and
6 the following persons were unanimously elected.
7 William Pelzer
8 Frederick C. Fischer
9 Louis M. Sanders
10 Moved and seconded that the directors he authorized
11 to levy an assessment of 100 per cent on the capital stock
12 already sub scribed for.
13 Motion carried unanimously.
14 Moved and seconded that the directors of the corporation
15 have power from time to time to issue the stock of the Com¬
pany
16 up to the amount authorized by the certificate of organiza¬
tion
17 in their discretion, either for cash or for property pur¬
chased,
18 and to purchase such patents, patent rights, trade mark sip
19 trade names, seoret processes, formulae and inventions
either
20 for cash or by the issue of such stock aB they may deem
21 advisable.
22 Motion carried unanimously.
23 On motion the meeting then adjourned.
24 Frederick C. Fischer,
25 Secretary.
1 First meeting of the directors of the "New Jersey Patent
Company"
2 held this eighteenth day of May, 1903, at ten o'clock in
the forenoon
3 in the office of Howard W. Hayes, 765 Broad Street, Newark
N. J.
4 pursuant to notioe,
5 Present
6 William Pelzer
7 Frederick C. Fisoher
8 louis M. Sanders
9 The meeting was oalled to order and Louis M. Sanders 10 was chosen chairman and Frederick C. Fischer Secretary.
11 Moved and seconded that the meeting proceed to the elec¬
tion
12 of officers for the ensuing year.
13 Motion carried.
The meeting then proceeded to the election of officers and the
following were elected.
Louis M. Sanders William Pelzer Frederick C. Fischer
President Vice President Secretary and Treasurer
The statutory oath was then administered to the Secretary.
Moved and seconded that an assessment of one hundred per cent he levied on the stock already subscribed Motion carried.
The treasurer then reported that an assessment
assessment
1 of one hundred per cent on the stock already subscribed had
2 been paid in full.
3 Moved and seconded that the Treasurer be authorized
4 to purchase the necessary books and stationery and to de¬
fray
5 the expense of incorporation.
6 Mot ion oarried.
7 The following resolution was then presented and on motion
8 duly seconded was unanimously adopted.
9 "Resolved that the Treasurer be authorized to
10 "dispose of the stook in the treasury of the Coiuxiany
11 "at par, first offering it to the present stock-
12 "holders of the Company in proportion to their
13 "respective holdings.",
14 Louis H. Sanders then tendered his resignation
15 as President and director of the Company to take effect at
the
&6 adjournment of the present meeting.
17 On motion his resignation was accepted.
18 Moved and seconded that the Board proceed to the
19 election of a director to fill the vacancy in the board
20 Mot ion carried.
21 The meeting then proceeded to the election of a director
22 to fill the vacancy in the board and John V. Miller was
23 elected director.
24 Moved and seconded that the meeting proceed to the
25 eleot ion of a President to fill the vacancy caused by
26 the resignation of Louis M. Sanders.
27 Mot ion oarried.
X She mooting then proceeded to the election of a
2 President and John V. Miller was elected President.
3 William Pelzer then tendered hia resignation as
4 Vice President and direotor of the Company, to take effect
5 on the adjournment of the present meeting.
6 On Motion Mr, Pelzer's resignation as Vioe President
7 and direotor was accepted.
8 Moved and seconded that the meeting proceed to
9 the election of a direotor to fill the vacancy in the
10 Board caused by the resignation of Mr. Pelzer.
11 Mot ion carried.
12 The meeting then proceeded to the election of a
13 director to fill the vacancy in the Board and Howard
14 W. Hayes was duly elected director.
15 Moved and seconded that the meeting proceed to the
16 election of a Vice President, to fill the vacancy caused
17 by the resignation of Mr. Pelzer.
18 Mot ion carried.
19 The meeting then proceeded to the election of a
20 Vice President and Howard W. Hayes was duly elected
21 Vioe President .
22 Prederick C. Pischer then tendered his resignation
23 as Secretary and Treasurer and director of the Company
24 to take effect on the adjournment of the present meeting
25 On motion his resignation was aooapted.
X Moved and seconded that the Board prooeed to the
2 election of a director to fill the vacancy in the Board
3 Motion carried.
4 The mooting than proceeded to the election of a
6 director to fill tho vacancy in the Board and John
6 F. Randolph wa3 elected director.
7 Moved and seconded that the meeting proceed to
8 the Election of a Secretary and Treasurer to fill the
9 vacancy caused hy the resignation of Mr. Fischer.
10 Motion carried.
11 The meoting then proceeded to the election of a
12 Secretary and Treasurer and John F. flandolph was elected
13 Secretary end Treasurer.
14 On motion the meeting adjourned.
15 Fred’M C. Fi sober.
16 Secretary.
X Special Meeting of the Board of Directors
2 -of t he-
S Hew Jersey Patent Company.
4 Held at the office of the Company on Monday June 22,1903
5 at throe o'clock P. M.
6 Present: Howard W. Hayeo and J. P. Bandolph, a majority
of
7 of the Board of Directors.
8 The Vice President, Howard W. Hayes, in the chair.
9 On motion duly seconded and unanimously carried the
Treasurer
10 was authorized to open a Bank acoount in the name Oi the
11 Compary, and that all checks, araftB and notes drawn hy the
12 Company should he signed hy him.
13 There being no further business u on motion duly seconded
14 the meeting adjourned.'
15 J. B. Bandolph
16
Seoretary .
SpeoiaX Meeting of the Board of Directors
2 -of the-
3 Hew Jersey Patent Company.
4 Held at the office of the Company on August 31st, 1903
5 at eleven thirty o'clock A. .M.
6 Present:- Howard W. Hayes and J. P. Bandolph a majority
7 of the Board.
8 The Vice-President, Howard W. Hayes, in the chair.
9 Upon motion duly seconded and unanimously carried the
10 following resolution was adopt ed:-
11 "RESOLVED, that William E. Gilmore, of the City of Orange
12 Hew Jersey, he and he hereby is authorised to execute in
13 the name and on behalf of the New Jersey Patent Company,
14 a corporation organized under the laws of the State of Hew
15 Jersey, licenses under any Patents owned in whole or in
16 part by the said corporation, or under which it holds
17 licenses to such persons or corporations, and under such
18 terms as he may deem advisable."
There being no further business upon motion duly seconded the meeting adjourned.
J. P. Randolph,
Secretary.
1 Special Meeting of the Board of Directors
2 -of the-
3 New Jersey Patent Company
4 Hold at the office of the Company on September 11th, 1903 at twelve
6 o'clock noon pursuant to notice.
6 Present:- Mesons. John V. Miller and J. P. Randolph
7 The President in the Chair.
8 The Secretary reported that the purpose of this meeting
was t,o
9 elect a direotor to fill the vacancy in the Board caused by
the
10 resignation of Howard W. Hayes.
11 On motion duly made and seconded and by the affirmative
13 vote of all present William 35. Oilmore was regularly nomi¬
nated
13 and duly eleoted Director and Vioe-President to fill the
vacancy for
14 the unexpired ten.
15 There being no further business upon motion duly seconded
16 the meeting adjourned?
17 J. P. Randolph,
18
Secretary.
1 Special Koeting
2 Special mooting of the board of directors of the New
3 Jersey Patent Company held this twenty-sixth day of
4 January i nineteen hundred and six, at the laboratory
5 of Thomas A. Edison, at four o’clock in the afternoon
6 pursuant to notice.
7 Present
8 John V. Hiller
9 John 7?. Randolph
10 Ur. John V. ’filler, the President, presided as
11 chairman of the meeting.
12 Mr. John P. Randolph the Secretary, then read the
13 copy of the notice sent to the directors specifying the
14 purpose of this meeting.
15 "West Orange, N.J., Jan. 15th, 1906.
16 Dear Sir:-
17 A special meeting of the hoard of directors of the New
IB Jersey Patent Company will be held on the twenty-sixth
19 day of January, 1906, for the purpose of amending and
20 changing the charter of this Company and pass the
21 necessary preambles and resolutions for the consideration
by
22 of the stockholders at a meeting to be called them
23 to specially act upon the same.
24 Yours truly,
25 John P. Randolph,
26 Secretary."
X The meeting then proceeded to the discussion of the
2 amendments and changes necessary.
3 It vma on motion duly made and seconded and by the
4 unanimous consent of all present -
5 HESOLVED, That the charter of this Company, dated
6 April 23, 1903, be amended as follows: Insert at the end
7 of Seotion 3, mating the following a part thereof, viz:-
8 -1-
,9 To manufacture, purchase or otherwise acquire
10 goods, wares, merchandise and personal property of every
11 class and descript ion, and to hold, own, mortgage, sell
12 or otherwise dispose of, trade, deal in and deal with
13 the same.
14 -2-
15 To acquire and undertake the goodwill, property,
16 rights, franchise and assets of evejy kind and the liabili-
17 ties of any person, firm, association or corporation,
18 either wholly or partly, and to pay for the same in cash,
19 stock or bonds of the corporation, or otherwise.
20 -3-
21 To enter into, make, perform and carry out contracts
22 of every kind and for any lawful purpose with any person,
23 fin#, association or corporation.
1 -4-
2 To borrow or raise money without limit as to amount
3 by the iesue of or upon debentures or debenture stock, or in
4 such other manner as the corporation shall think fit.
5 -5-
6. To draw, make, endorse, accept, discount, execute,
7 and issue promissory notes, bills of exchange, warrants,
8 bonds, debentures and other negotiable or transf errable in-
9 strunents.
10 -6-
11 To take out patents, acquire those taken out by others,
12 acquire or grant licenses in respect to patents, or work
13 transfer, or do whatever else with them may be thought fit.
14 -7-
15 To conduct business in any of the states, territories,
16 colonies or dependencies of the United States, in the
17 District of Columbia, and in any and all foreign
18 countries, to have one or more offices therein, and to
19 hold, purchase, mortgage and convey real and
20 personal property, without limit as to amount therein,
21 but always subject to the laws thereof.
22 -8 -
23 To remunerate any person or corporation for services
24 rendered, or to be rendered, in placing or assisting to
25 place or guaranteeing the placing of any of the shares
26 of stock of the corporation, or any debentures or other
27 securities of the corporation, or in or about the formation
1 or promotion of the corporation, or in the conduct of its
2 business.
3 -9-
4 Subject to the provisions of law to purchase, hold and
5 re-issue the shares of- its capital stock.
6 -10-
7 To do any or all of the things herein set forth to the
8 same extent as natural persons might or oould do, and
9 in any part of the world.
10 The forfegoing. clauses shall be construed both as objeots
11 and powers.
12 In general, to carry on any other business in connection
13 with the foregoing, whether manufacturing or otherwise,
14 and to have and to exercise all the powers conferred by the
15 laws of New Jersey upon corporations formed under the "Act
16 Concerning Corporations" (revision of 1896) and the acts
17 amendatory thereof and supplemental thereto; it being
18 hereby expressly provided that the foregoing enumeration
19 ofl specific powers shall not be held to limit or restrict
20 in any manner the powers of the corporation.
21 The board of directors shall, in addition to the
22 powers conferred by statute, have power:-
23 -11-
24 To hoi'fl their meetings, to have one. or more offices,
26 and to keep the books of the corporation within or without
X the State of New Jersey, at such places as may befrom time
2 to time designated by them, but the Company shall always
3 keep at its principi.1 and registered office in New Jersey a
4 transfer book in which the transfers of stock can be made efite entered and registered, and also a stock book containing
6 the names and addresses of the stockholders and the
7 number of shares held by them respectively, which said
8 transfer book and stock book. shall be at all times
9 during business hours open to the inspection of the stock
holders
10 in person. Any stockholder of record shall be entitled
11 to a list of the stockholders, with the addresses
12 thereof and the number of shares held by each respectively
13 upon prepayment to the registered agent in New JsrBey
14 of a reasonable charge for making a copy thereof.
15 -12-
16 Subject as aforesaid, to determine from time to time
17 whether and if allowed, under what conditions and
18 regulations, the accounts and books of the company
19 (other than the stock and transfer hook) or any of them,
20 shall be open to the inspection of the stockholders, and
21 the stockholder's rights in this respect are and shall be
22 restricted or limited accordingly.
23 -13-
24 Without the assent or vote of the stockholders to make,
26 alter, amend and rescind the by-laws of this corporation,
26 1 to fix the amount to be reserved as working capital, to
27 authorize and cause to be executed mortgages and
28 liens without limit as to amount upon the real and
29 personal property of the corporation, provided always,
1
that a majority of the whole hoard concur therein.
2 -14-
3 With the consent in writing and pursuant also to the
4 affirmative vote of the holders of a majority of the stock
issued
5 and outstanding, at a stockholders' meeting duly called
6 for that purpose, to sell, assign, transfer or otherwise
7 dispose of the property of the corporation as an entirety
8 provided always that a majority of the whole hoard
9 concur therein.
10 -15-
11 If the hy-laws shall so provide, hy resolution,
12 passed hy a majority vote of the whole hoard, to designate
13 two or more of their number to constitute an executive
14 committee, which committee shall for the time being
15 as provided in said resolution or in the hy-laws, have
16 and exercise all the powers of the hoard of directors .which
17 may he lawfully delegated, in the management of
18 the business and affairs of the company, and shall
19 have power to authorise the seal of the corporation
20 to he affixed to all papers which may require it.
21 The corporation reserves the right to amend, alter,
22 or change any provision contained in this certificate
23 of incorporation, in the manner now or hereafter
24 prescribed hy statute and all rights conferred on
25 stockholders herein are granted subject to this
reservat ion.
X WRTH3SR RESOLVED, That a moo tins of
2 to talcfl action upon the foregoing ros
3 to he held at the principal office of
side
4 Avenue and Valley Road, West Orange,
5 the fifth day of February, nineteen ft
6 at eleven A. 15.
7 There being no further business the
8 adjourned.
9
10
the stockholders olut ion be called the Company at Lake- New Jersey, on undred and six,
meeting
Secretary.
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20 21 22
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Special meeting of the New Jersey Patent Company held this fifth day of Pebruary, 1906, at the laboratory of Thomas A. Edison at eleven A. U. pursuant to notice.
Present
John V. Hiller John P. Bandolph William E. Gilmore
The President called the meeting to order at eleven o ' clock
The Secretary then read the notice sent to the stock¬ holders specifying the purpose of this meeting, a copy of which notice is as followB:-
"West Orange, N.J., Jan. 26, 1906.
Dear Sir:-
A special meeting of the at ockholde rs of the New Jersey Patent Company will be held on the fifth day of Pebruary, 1906, for the purpose of taking action on the amendments and changes to the charter and by-laws of this Company, which amendments and changes have been reoommended by resolution of the board of directors at a meeting held on the twenty-sixth day of January, 1906; and for such other business as may come before the meeting at that time.
Yours respectfully,
John P. Bandolph
Secretary.
adopted by the
The Secretary then read the resolution board of
directors at their meeting hold January 2.0, , 1906, which is
particularly set out board
ofi directors held on a
Inutes of the meeting of the
After discussing the amendments and changes to the charter
section for section, it wa3
8 That the resolutions embodying the amendments
9 suggested by the directors, be and the same are hereby a-
dopt ed
10 and ejiproved, and the following named stockholders
11 William 33. Gilmore, John ]?. Randolph and John V. Miller,
12 being all stockholders and owning all the stock of the
corporation
13 signed their written assent to such changes and amendments.
14 There being no further business the meeting adjourned.
16
Secretary,
1 Annual meet lng of the stookhol dors of the j>T e\i Jersey
2 Patent Company hold this fifth dan of February, 1906, at
the
3 Laboratory of Thomas A. Edison, corner Lakeside Avenue and
4 Valley Road, at On® o'clock P. M. , pursuant to notice.
5 The meeting was called to order by William E. Gilmore
6 who, upon motion, was unanimously chosen chairman, and
7 Mr. Randolph