[HX88023A], Incorporation Record, North American Phonograph Co, July 1888


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[HX88023A], Incorporation Record, North American Phonograph Co, July 1888

Editor's Notes

These are By-Laws of The North American Phonograph Company ## Article I. Office for Business. The headquarters of the company will be in the City of New Jersey, where the Board of Directors will meet, though they will also have offices in New York, and keep records there. ## Article II Meeting of Stockholders. The Stockholders will have an annual meeting on the third Tuesday of October at 12 pm in Jersey City, beginning in 1889, and notices will go out to all stockholders at least ten days prior to the meeting. Special meetings of the stockholders may be called by the directors, in Jersey City, in which case ten days notice will likewise be given. A majority of capital stock will constitute quorum. ## Article III Votes and Proxies. One share, one vote, but the shareholder or a proxy must be present. The stock held by the Company itself will not be voted on. ##Article IV Of Directors. There will be seven stockholders until the first annual meeting, or until others are chosen in their stead. There are to be no more than seven and no less than thirteen directors. Directors must own at least five shares of stock, and a majority of the directors shall constitute a quorum. In case of vacancy of office, the remaining directors will vote on a replacement, and if an election is delayed the remaining directors will continue in full authority. No director is to receive any compensation, though they aren’t precluded from holding any other compensated office in the Company. The directors shall meet the third Tuesday of every month at 2 o’clock, though special meetings of the Board can be called at any time by the President or at least two of the directors. The stockholders can remove any director for any cause by a two-thirds vote at any Special Meeting. ##Article V Choice of Officers. The Board of directors shall immediately vote on a President, Vice-President, Treasurer and Secretary, (who may be the same person), the President and Vice-President are to be members of the board, and they may additionally appoint sub-committees and appoint a General Manager. ## Article VI Terms of Office. The President, Vice-President, Treasurer and secretary are elected annually, though if a vacancy appears than a successor is to be elected immediately, while the General manager is to hold his office during a term which the Board will determine. ##Article VII President. The President is to preside at all meetings of stockholders and Board of Directors, sign all certificates of stock, and serve on all committees. The Vice-President takes over in the absence of the President, and if he in turn is absent the Board of Directors appoints a temporary President. ## Article VIII Treasurer and Secretary. The Treasurer is in charge of all funds, deposits and payments, and his books and accounts will be exhibited to any director upon request during business hours. He is also to countersign all certificates of stock signed by the President. The Secretary is to keep the minutes of the Board of Directors and of the meetings of stockholders, and the records of all proceedings, and shall the serving of all notices of the Company, sealing all certificates of stock, and serving as Secretary for all standing Committees of the Board. The Directors decide what compensation the officers shall receive. ## Article IX Certificate of stock. Certificates of stock are to be numbered, registered, signed by the President and Treasurer, and sealed. They are to be bound in a book, listed with the name and address of the stockholder. When a certificate is cancelled it is pasted in the place of the original certificate. ##Article X Of Transfers. Transfers of stock can only be made by the stockholder in person or by a representative. ##Article XI Of Dividends. Dividends are to be paid the first of July every year, or at other times the Board may elect. ##Article XII Seal of the Company. Provides for a seal to be created. ## Article XIII Inspection of Election. Three stockholders are to serve as election inspectors, who are to be appointed by the Board one month prior to each election, these remaining inspectors choosing the replacement in case of any vacancy. ##Article XIV Executive Committee. The Board can appoint an Executive Committee of three of its members, with whatever powers it decides to bestow## Article XV Of the By-Laws,. A majority of stockholders may amend the by-laws.





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Thomas A. Edison Papers, School of Arts and Sciences, Rutgers University
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