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

Reel duplication of the whole or of any part of this film is prohibited. In lieu of transcripts, however, enlarged photocopies of selected items contained on these reels may be made in order to facilitate research.

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.

5

6 7

9

10 11

12

13

14

15

16

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19

20 21 22

23

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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