Certificate of Incorporation of General Electric Company1 (As amended through
\nNovember 4, 2011) Section 1. Name The name of the corporation is General
\nElectric Company. Section 2. Purposes The purposes of the corporation are as
\nfollows: A. To manufacture, process, construct, develop, assemble, and produce
\nin any way, to sell, lease, supply, and distribute in any way, to purchase,
\nlease, mine, extract, and acquire in any way, to own, operate, experiment with,
\ndeal in, service, finance, and use in any way, equipment, apparatus, appliances,
\ndevices, structures, materials, processes, information, tangible and intangible
\nproperty, services and systems of every kind, nature and description: (1) for
\nany electrical, or energy-conversion, application or purpose, including but not
\nlimited to the production, transmission, distribution, storage, regulation,
\ncontrol and use in any manner of electricity, or in any way connected with or
\nderiving from any electrical, or energy-conversion, application or purpose, and,
\n (2) for any other application or purpose, whatsoever, including but not
\nlimited to industrial, utility, consumer, defense, governmental, scientific,
\neducational, cultural, financial, recreational, agricultural, transportation,
\nconstruction, mining, and communication applications or purposes. B. To
\nconduct studies and research and development, and to engage in any other
\nactivity relating to the development, application, and dissemination of
\ninformation concerning science, technology, and other fields of endeavor. C.
\nTo acquire by purchase, subscription or otherwise all or part of any interest in
\nthe property, assets, business, or good will of any corporation, association,
\nfirm, or individual, and to dispose of, or otherwise deal with, such property,
\nassets, business or good will. D. To engage in any activity which may promote
\nthe interests of the corporation, or enhance the value of its property, to the
\nfullest extent permitted by law, and in furtherance of the foregoing purposes to
\nexercise all powers now or hereafter granted or permitted by law, including the
\npowers specified in the New York Business Corporation Law.
\n_________________________ 1 Text of Certificate of Incorporation as set
\nforth in Restated Certificate of Incorporation filed by the Department of State
\nof New York on April 30, 1965. Section 3.A was subsequently amended on April 29,
\n1971, to change the authorized number of common shares from 105,000,000 shares
\nwith a par value of $5 to 210,000,000 shares with a par value of $2.50; on
\nDecember 20, 1976, to change the authorized number of common shares, par value
\n$2.50, from 210,000,000 shares to 251,500,000 shares; on April 28, 1983, to
\nchange the authorized number of common shares, par value $2.50, from 251,500,000
\nshares to 550,000,000 shares, par value $1.25; on April 23, 1987, to change the
\nauthorized number of common shares, par value $1.25, from 550,000,000 shares to
\n1,100,000,000 shares, par value $0.63, and to change the authorized number of
\npreferred shares, par value $1, from 2,000,000 to 50,000,000 shares; on April
\n28, 1994, to change the authorized number of common shares, par value $0.63,
\nfrom 1,100,000,000 shares to 2,200,000,000 shares, par value $0.32; on April 28,
\n1997, to change the authorized number of common shares, par value $0.32, from
\n2,200,000,000 shares to 4,400,000,000 shares, par value $0.16; and on April 27,
\n2000, to change the authorized number of common shares, par value $0.16, from
\n4,400,000,000 shares to 13,200,000,000 shares with a par value of $0.06. Section
\n3.B.(3) relating to designation, relative rights, preferences, and limitations
\nof the (1)<\/p>\n
shares of Series A preferred stock was added by amendment effective October
\n15, 2008. Section 3.B.(3) relating to designation, relative rights, preferences,
\nand limitations of the shares of Series A preferred stock was deleted by
\namendment effective November 4, 2011. Section 3.C. relating to preemptive rights
\nwas added by amendment effective May 2, 1975. Section 6 relating to Directors
\nwas amended effective April 28, 1988, to limit their personal liability to the
\ncorporation and its shareholders; effective June 15, 1993, to set the minimum
\nnumber of directors at ten and remove the upper limit; and effective April 25,
\n2007, to implement the election of director nominees by an affirmative vote of
\nthe majority of votes cast in non-contested director elections. General Electric
\nCompany was created by a Special Act of the New York Legislature, Chapter 323,
\nLaws of 1892, effective April 15, 1892. Section 3. Authorized Shares A.
\nGeneral Authorization The aggregate number of shares which the corporation is
\nauthorized to issue is 13,250,000,000 shares, consisting of: (1)
\n13,200,000,000 shares of common stock having a par value of $0.06 per share; and
\n (2) 50,000,000 shares of preferred stock having a par value of $1 per share.
\nB. Preferred Stock (1) The Board of Directors is authorized, subject to
\nlimitations prescribed by law and the provisions of this subsection B, to
\nprovide for the issuance of the preferred shares in series, and by filing a
\ncertificate pursuant to the Business Corporation Law, to establish the number of
\nshares to be included in each such series, and to fix the designation, relative
\nrights, preferences and limitations of the shares of each such series. The
\nauthority of the Board with respect to each series shall include, but not be
\nlimited to, determination of the following: (a) The number of shares
\nconstituting that series and the distinctive designation of that series; (b)
\nThe dividend rate on the shares of that series, whether dividends shall be
\ncumulative and, if so, from which date or dates; (c) Whether that series shall
\nhave voting rights, in addition to the voting rights provided by law and, if so,
\nthe terms of such voting rights; (d) Whether that series shall have conversion
\nprivileges and, if so, the terms and conditions of such conversion, including
\nprovision for adjustment of the conversion rate in such events as the Board of
\nDirectors shall determine; (e) Whether or not the shares of that series shall
\nbe redeemable, and, if so, the terms and conditions of such redemption,
\nincluding the date or dates upon or after which they shall be redeemable, and
\nthe amount per share payable in case of redemption, which amount may vary under
\ndifferent conditions and at different redemption dates; (f) The rights of the
\nshares of that series in the event of voluntary or involuntary liquidation,
\ndissolution or winding up of the corporation; (g) Any other relative rights,
\npreferences and limitations of that series. (2) Dividends on outstanding
\npreferred shares shall be declared and paid, or set apart for payment, before
\nany dividends shall be declared and paid, or set apart for payment, on the
\ncommon shares with respect to the same dividend period.
\n (2)<\/p>\n
<\/p>\n
C. Preemptive Rights No present or future holder of any shares of the
\ncorporation of any class or series, whether heretofore or hereafter issued,
\nshall have any preemptive rights with respect to (1) any shares of the
\ncorporation of any class or series, or (2) any other security of the corporation
\n(including bonds and debentures) convertible into or carrying rights or options
\nto purchase such shares. Section 4. Office The office of the corporation is
\nlocated in the City of Schenectady, County of Schenectady, State of New York.
\nSection 5. By-laws The by-laws may be amended or repealed, and new by-laws may
\nbe adopted, by the shareholders or the Board of Directors, except that the Board
\nof Directors shall have no authority to amend or repeal any by-law which is
\nadopted by the shareholders after April 20, 1948, unless such authority is
\ngranted to the Board by the specific provisions of a by-law adopted by the
\nshareholders. Section 6. Directors The Board of Directors of the corporation
\nshall consist of not less than ten directors, the exact number to be determined
\npursuant to procedures set forth in the by-laws. A person who is or was a
\ndirector of the corporation shall have no personal liability to the corporation
\nor its shareholders for damages for any breach of duty in such capacity except
\nthat the foregoing shall not eliminate or limit liability where such liability
\nis imposed under the Business Corporation Law of the State of New York. The
\nvote required for election of a director by the shareholders shall, except in a
\ncontested election, be the affirmative vote of a majority of the votes cast in
\nfavor of or against the election of a nominee at a meeting of shareholders. In a
\ncontested election, directors shall be elected by a plurality of the votes cast
\nat a meeting of shareholders by the holders of shares entitled to vote in the
\nelection. An election shall be considered contested if as of the record date
\nthere are more nominees for election than positions on the board of directors to
\nbe filled by election at the meeting. Section 7. Agent for Process The
\nSecretary of State of the State of New York is designated as the agent of the
\ncorporation upon whom process against it may be served, and the post office
\naddress to which the Secretary of State shall mail a copy of such process served
\nupon him is Senior Litigation Counsel, General Electric Company, 3135 Easton
\nTurnpike, Fairfield, CT 06431.<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7615],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9573,9575],"class_list":["post-41599","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-general-electric-co","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-formation","corporate_contracts_types-formation__incorporation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41599","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41599"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41599"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41599"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41599"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}