CLASSIFICATION AND DEFINITIONS OF § 2. Classification of corporations. A corporation shall be either, 2. A railroad or other transportation corporation, or 3. A business corporation. A non-stock corporation shall be either, 1. A religious corporation, 2. A membership corporation, or 3. Any corporation other than a stock corporation. A reference in a general law to a class of corporations described in accordance with this classification shall include all corporations theretofore formed belonging to such class. § 3. Definitions. 1. A "municipal corporation" includes a county, town, school district, village and city and any other territorial division of the state established by law with powers of local govern ment. 2. A "stock corporation" is a corporation having a capital stock divided into shares, and which is authorized by law to distribute to the holders thereof dividends or shares of the surplus profits of the corporation. A corporation is not a stock corporation because of having issued certificates called certificates of stock, but which are in fact merely certificates of membership, and which is not authorized by law to distribute to its members any dividends or share of profits arising from the operations of the corporation. 3. The term "non-stock corporation" includes every corporation other than a stock corporation. 4. A "moneyed corporation" is a corporation formed under or subject to the banking or the insurance law. 5. A "domestic corporation" is a corporation incorporated by or under the laws of the state or colony of New York. Every corporation which is not a domestic corporation is a foreign corporation, except as provided by the code of civil procedure for the purpose of construing such code. 1 From General Corporation Law of New York. Laws of 1909, Chapter 28, Entitled: "An Act Relating to Corporations Generally, Constituting Chapter Twenty-three of the Consolidated Laws," with Amendments. General Corporation Laws, Article 1, Section 2 and 3. 6. The term "directors," when used in relation to corporations, shall include trustees or other persons, by whatever name known, duly appointed or designated to manage the affairs of the corporation. 7. The term "certificate of incorporation" shall include articles of association or any other written instruments required by law to be filed, to effect the incorporation of a corporation, including a certified copy of an original certificate of incorporation filed for such purpose in pursuance of law. 8. The term "member of a corporation" shall include every person having a right to vote at a meeting of the corporation for the election of directors, other than a person having a right to vote only upon a proxy. 9. The term "office of a corporation" means its principal office within the state, or principal place of business within the state if it has no principal office therein. 10. The term "business of a corporation," when used with reference to a non-stock corporation, includes the operations for the conduct of which it is incorporated. 11. The term "corporate law" or "laws," when used in any law forming a part of the consolidation of the general laws of the state of which this chapter is a part, means the general statutes of this state relating to corporations included in such consolidation. AN ACT TO INCORPORATE THE GENERAL ELECTRIC COMPANY 1 The People of the State of New York, represented in Senate and Assembly, do enact as follows: SECTION 1. Joseph P. Ord, S. Endicott Peabody, Frank S. Hastings, James Jackson, S. Dana Greene and Eugene Griffin, their associates and successors and assigns, are hereby constituted a body corporate under the name of "General Electric Company," and, as such, are authorized to carry on business for the following purposes, or any of them: The manufacturing, buying, selling, leasing and using of machinery, generators, motors, lamps, apparatus, devices, supplies, and articles of every kind appertaining to or in any wise connected with the production, use, distribution, regulation, control or application of electricity or electrical apparatus for the purpose of light, heat, power, locomotion, telephony, telegraphy, metallurgy, or for any other use or purpose; of constructing, acquiring, using, selling, buying, or leasing any works, construction or plant, or part thereof, connected with or involving such use, distribution, regulation, control or application of electricity, or the control or use of electrical apparatus, for any purpose; and of producing, furnishing and supplying electricity or electrical apparatus in any form and for any purpose whatsoever, and generally to manufacture, buy, sell, lease and use machines, engines, mechanical devices and articles of every other character, and to carry on a general manufacturing business. Of acquiring by purchase or otherwise, and of owning, using, selling, granting, assigning and licensing others to use, letters patent, patent rights, inventions, processes and contrivances relating to electrical apparatus, and the production or application of electricity for the purpose of light, heat, power, locomotion, telegraphy, telephony, metallurgy or any other purpose, or any such letters patent or patent rights, inventions, processes or contrivances which may be used or employed in connection with any such use or application of electricity or electrical apparatus; and in consideration of any such license, sale, grant or assignment, of receiving royalties, shares of the capital stock, bonds or other securities of any other corporation, or any other consideration, and of contracting therefor. Of acquiring, owning, holding, buying, selling, pledging and disposing of shares in the capital stock and the bonds. or other securities of any corporation owning, leasing, using or employing any letters patent or patent rights relating to or in any way connected with electrical apparatus, or the application or use of 1 Laws of the State of New York, 1892, Chapter 323. electricity in any form, or suitable for any portion of the business of this Company, and the stocks, bonds and other securities of any corporation owning, leasing, manufacturing, purchasing, using or employing any machinery, apparatus, devices, materials or other property of any kind relating to electrical apparatus, or the use, distribution or application of electricity for any purpose, or for use in connectian therewith, or necessary for the business of this Company; and in respect of such shares of capital stock, of exercising all the rights, powers and privileges which a holder, being a natural person, might have or exercise. Of constructing, purchasing, operating, leasing and selling for itself or others, manufactories or other properties suitable for any of the foregoing objects; of acquiring, holding, using and conveying in this State, and in any and every State, Territory, district or country in which the corporation may carry on business, such real and personal estate, property, rights, privileges, consents and franchises as the purposes of the Company, or the convenient transaction of its business may require; of investing the funds of the Company in stocks, bonds or securities of any other corporation owning any such lands or other property; and to mortgage any part of its real or personal estate with or without its franchises, to secure the payment of any debts, obligations or liabilities incurred by it in its business, as its Board of Directors may direct, under and pursuant and subject to the provisions of its by-laws made in relation thereto. Said Company may borrow money, incur debts and liabilities and issue its bonds or obligations therefor, to such amounts, at such rates, and on such terms as its Board of Directors may from time to time direct, and secure the payment of the same as above provided. Nothing in this act contained shall be construed to confer upon the corporation hereby created any authority to construct, maintain or operate any telegraph or telephone lines or lines for the use, distribution or application of electricity for any purpose in any of the streets or highways within the limits of this State, or right to use said streets or highways for any purpose whatsoever. SEC. 2. The rights, powers and privileges herein granted to said corporation shall not be controlled, limited or restricted by any existing statute or law of this State; but so far as such statute or statutes or law are, or might otherwise be inconsistent with the provisions of this act, or any of them, they are and shall be deemed to be altered and amended so far as they are or might be applicable to said corporation, so as to conform to the provisions of this act, which provisions shall be in lieu of all provisions in said statutes relating to the same subject matters. Except as last above provided, and except upon subjects or matters relating to which special provision is made in this act, the said corporation shall be subject to and governed by the general provisions of the law of this State applicable thereto. SEC. 3. The capital stock with which said Company shall commence business shall be one hundred thousand dollars, divided into one thousand shares, each of one hundred dollars. The said capital stock may be increased from time to time by the vote of the holders of two-thirds of the then existing capital stock, in person or by proxy, at a meeting of the stockholders duly called for that purpose, to such an amount as may be determined necessary for the Company's business; any such meeting to be held upon a notice given to the several stockholders not less than ten days before the day of the meeting, by delivering the same personally or mailing the same, postage prepaid, to the respective stockholders at their last known residence or place of business, provided a certificate of such increase, signed and sworn to by a majority of the directors, and the president and secretary of said corporation, shall be filed in the office of the Secretary of State, and a duplicate thereof in the office of the Clerk of the City and County of New York. Said corporation may issue a portion of its original or increased capital stock, not exceeding onefifth part thereof, as preferred stock, such preferred stock to entitle the holders thereof to a cumulative preferential dividend out of surplus earnings, not exceeding seven per centum per annum, but without any other preferential right. The amount of preferred stock to be issued from time to time within the limit above fixed, and the manner of issuing the same may be determined and directed by the Board of Directors of such corporation. Each share of stock, whether preferred or common, shall entitle the holder thereof to one vote at all meetings of stockholders and at all elections of the Company. The capital stock of said corporation may be issued or caused to be issued by its directors, for money, labor done, or property actually received for the use and lawful purposes of such corporation, at its fair value. subject to such restrictions as may be provided in the by-laws of said Company. The holders of any stock so issued shall not be subject to any liability upon the same, or by reason of being such stockholders; except that such stockholders shall jointly and severally also be personally liable for all debts due and owing to any of its laborers. servants or employees other than contractors, for services performed by them for such corporation. Before such laborer, servant or employee shall charge such stockholder for such services, he shall give him notice in writing within thirty days after the termination of such services that he intends to hold him liable, and shall commence action therefor within thirty days after the return of an execution. unsatisfied against the corporation upon a judgment recovered against |