N.J. Stat. § 15A:6-9 — NJ Code / Title 15A / Chapter 6 / Section 6-9
Executive committee; other committees
Status: in_force

a. If the certificate of incorporation or the bylaws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among the trustees an executive committee and one or more other committees, each of which shall have at least one or more members. To the extent provided in the resolution, or in the certificate of incorporation or in the bylaws, each committee shall have and may exercise all the authority of the board, except that no committee shall: (1) Make, alter or repeal any bylaw of the corporation; (2) Elect or appoint any trustee, or remove any officer or trustee; (3) Submit to members any action that requires members' approval; or (4) Amend or repeal any resolution previously adopted by the board. b. The board, by resolution adopted by a majority of the entire board, may: (1) Fill any vacancy in any committee; (2) Appoint one or more trustees to serve as alternate members of any committee, to act in the absence or disability of members of any committee with all the powers of the absent or disabled members; (3) Abolish any committee at its pleasure; and (4) Remove any trustee from membership on a committee at any time, with or without cause. c. Actions taken at a meeting of any committee shall be reported to the board at its next meeting following the committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, the report shall, if not made at the first meeting, be made to the board at its second meeting following the committee meeting. d. The designation of any committee and the delegation thereto of authority shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law. L.1983, c. 127, s. 15A:6-9, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-7 — NJ Code / Title 15A / Chapter 12 / Section 12-7
Dissolution upon expiration of period of duration
Status: in_force

A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-13 — NJ Code / Title 15A / Chapter 13 / Section 13-13
Vesting of title to real property upon merger or consolidation of foreign corporations
Status: in_force

a. As used in this section: (1) "Surviving foreign corporation" means a foreign corporation into which one or more other foreign corporations have merged; (2) "New foreign corporation" means a foreign corporation formed by the consolidation of two or more other foreign corporations; (3) "Certificate of merger" means the instrument, by whatever name it is called, filed or issued under any statute to merge one or more foreign corporations into a new foreign corporation; (4) "Certificate of consolidation" means the instrument, by whatever name it is called, filed or issued under any statute to consolidate two or more foreign corporations into a new foreign corporation; (5) "Certified copy" , when used with reference to a certificate of merger or a certificate of consolidation, means a copy of the certificate of merger or of the certificate of consolidation, as the case may be, which was filed in or issued by the jurisdiction of the surviving corporation, as the case may be, to make the merger or consolidation effective, certified by the official of the jurisdiction having custody of its records pertaining to corporations. b. Whenever a foreign corporation merges into or consolidates with another foreign corporation, and a certified copy of the certificate of merger or certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey, all real property in New Jersey and all interests therein, owned by each of the merging or consolidating foreign corporations, shall be deemed to vest in the surviving foreign corporation or the new foreign corporation, as the case may be, upon the effective date of the merger or consolidation, without further act or deed. The merger or consolidation shall be valid and effectual to vest title to the real property and interests therein in the surviving foreign corporation or the new foreign corporation, as the case may be, as fully and completely as if regularly conveyed to it by deed. c. The provisions of this section shall apply to every merger and to every consolidation of foreign corporations which become effective before the effective date of this act, as well as to every merger and every consolidation of foreign corporations which shall become effective after the effective date of this act, whether the certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, was filed in the office of the Secretary of State of New Jersey before the effective date of this act or shall be filed thereafter. In the case of mergers or consolidations of foreign corporations which became effective before the effective date of this act, the title of each surviving foreign corporation and of each new foreign corporation to all real property in New Jersey and to all interests in real property in New Jersey which at the time of the merger or consolidation was owned by each foreign corporation which was a party to the merger or consolidation is hereby confirmed and made valid and effectual, provided a certified copy of the certificate of merger or of the certificate of consolidation, as the case may be, is filed in the office of the Secretary of State of New Jersey. L.1983, c. 127, s. 15A:13-13, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-20 — NJ Code / Title 15A / Chapter 5 / Section 5-20
Elections of trustees; cumulative voting
Status: in_force

a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. If the bylaws require election by ballot at any meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. Where trustees are to be elected by members, the bylaws may provide that the elections may be conducted by mail. b. At each election of trustees every member entitled to vote at the election shall have the right to cast the number of votes to which the membership entitles the member for as many persons as there are trustees to be elected and for whose election the member has a right to vote. c. The certificate of incorporation or bylaws may provide that each member shall be entitled to as many votes as shall equal the number of votes to which he is entitled by law or under the provisions of the certificate of incorporation or bylaws multiplied by the number of trustees to be elected, and that he may cast all the votes for a single trustee, or may distribute them among the number to be elected or any two or more of them as he may see fit. d. Except as otherwise provided by the certificate of incorporation or the bylaws, trustees shall be elected by a plurality of the votes cast at an election. e. If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office (including election of a trustee), only candidates who have been duly nominated in accordance therewith shall be eligible for election. L.1983, c. 127, s. 15A:5-20, eff. Oct. 1, 1983.
N.J. Stat. § 15A:8-3 — NJ Code / Title 15A / Chapter 8 / Section 8-3
Amendment or termination of plans
Status: in_force

Unless otherwise provided in the plan, the board may amend or terminate any plan described in section 15A:8-1. An amendment or termination of any plan shall not impair any rights which have accrued under the plan or deprive any employee or beneficiary of the employee of the equivalent in cash or other benefits of the contributions of the employee under the plan. L.1983, c. 127, s. 15A:8-3, eff. Oct. 1, 1983.
N.J. Stat. § 15:5-9 — NJ Code / Title 15 / Chapter 5 / Section 5-9
Improvement and protection of tide marshes and swamps, not exceeding two hundred acres in area
Status: in_force

L.1880, c. 163, p. 240 (C.S. pp. 3256 to 3260, s.s. 53 to 64), entitled "An act for incorporation of companies for draining and improving meadows and lands overflowed by tide water," approved March eleventh, one thousand eight hundred and eighty, saved from repeal, together with the supplements thereto, approved March eighteenth, one thousand eight hundred and eighty-one (L.1881, c. 120, p. 136; C.S. p. 3260, s. 65). [This act, as so supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps, not exceeding two hundred acres in area, for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
N.J. Stat. § 15A:16-2 — NJ Code / Title 15A / Chapter 16 / Section 16-2
Acts repealed
Status: in_force

The following are repealed: R.S. 15:1-1 to R.S. 15:1-5 inclusive; R.S. 15:1-7 to R.S. 15:1-14.1 inclusive; R.S. 15:1-16 to R.S. 15:1-22 inclusive; R.S. 15:2-1 to R.S. 15:2-9 inclusive; R.S. 15:3-1 to R.S. 15:3-12 inclusive; R.S. 15:6-1 to R.S. 15:6-3 inclusive; R.S. 15:7-1 to R.S. 15:7-12 inclusive; R.S. 15:8-1 to R.S. 15:8-3 inclusive; R.S. 15:8-6 and R.S. 15:8-8; R.S. 15:10-1 to R.S. 15:10-11 inclusive; R.S. 15:11-1 to R.S. 15:11-6 inclusive; R.S. 15:11-9 to R.S. 15:11-15 inclusive; R.S. 15:12-1; R.S. 15:13-1 and R.S. 15:13-2; R.S. 15:14-1 to R.S. 15:14-8 inclusive; R.S. 15:15-1 and R.S. 15:15-2; R.S. 15:16-1 to R.S. 15:16-6 inclusive; P.L. 1947, c. 100 (C. 15:1-11.1); P.L. 1945, c. 109, ss. 1 to 4 inclusive (C. 15:8-9 to C. 15:8-12 inclusive); P.L. 1946, c. 226 (C. 15:17-1 and C. 15:17-2). L.1983, c. 127, s. 15A:16-2, eff. Oct. 1, 1983.
N.J. Stat. § 15A:10-8 — NJ Code / Title 15A / Chapter 10 / Section 10-8
Abandonment of merger or consolidation
Status: in_force

Prior to the time when a merger or consolidation authorized by this chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to the abandonment, an original and a copy of a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of the corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-8, eff. Oct. 1, 1983.
N.J. Stat. § 15A:1-7 — NJ Code / Title 15A / Chapter 1 / Section 1-7
Execution, filing and recording of documents
Status: in_force

a. If a document relating to a domestic or foreign corporation is required or permitted to be filed in the office of the Secretary of State under this act: (1) The document shall be in the English language, except that the corporate name need not be in the English language if written in English letters or Arabic or Roman numerals, and except that this requirement shall not apply to a certificate of good standing under paragraph (2) of subsection b. of section 15A:2-5, section 15A:2-6 or subsection b. of section 15A:13-4; (2) The filing shall be accomplished by delivering the document to the office of the Secretary of State, together with the fees and any accompanying documents required by law. The Secretary of State shall endorse upon it the word "Filed" with the Secretary's official title and the date of filing thereof, and shall file it in the office of the Secretary of State. If so requested at the time of the delivery of the document, the Secretary of State shall include the time of filing in the endorsement thereon; (3) The transaction in connection with which the document has been filed shall be effective at the time of filing, unless a subsequent effective time is set forth in the document pursuant to any other provision of this act, in which case the transaction shall be effective at the time specified, which shall not be later than 30 days after the date of filing. b. If a document relating to a domestic corporation or a foreign corporation is required or permitted to be filed under this act and is also required by this act to be executed on behalf of the corporation, the document shall be signed by the chairman of the board, or the president or a vice-president. The name of any person so signing the document, and the capacity in which signed, shall be stated beneath or opposite the signature. The document may contain: (1) The corporate seal; (2) An attestation by the secretary or an assistant secretary of the corporation; or (3) An acknowledgment or proof. If the corporation is in the hands of a court-appointed officer, the document shall be signed by that officer or the majority of them, if there are more than one. c. If a document relating to a domestic or foreign corporation was required or permitted to be filed in the office of the Secretary of State under the law in force prior to the effective date of this act and was or is duly executed before or after the effective date of this act, in accordance with that law, to reflect any vote, consent, certification, or action by trustees, officers, or members of a corporation or by any of these persons on behalf of the corporation, duly taken, given or made before the effective date of this act, the document and any annual report by a corporation, so executed, may be filed in the office of the Secretary of State on the effective date of this act, and within 6 months thereafter. d. The Secretary of State shall record all documents, except annual reports, which relate to or in any way affect corporations, and which are required or permitted by law to be filed in the office of the Secretary of State. The recording may be effected by typewritten copy, or by photographic, microphotographic or microfilming process, or in other manner as may be provided by law. The recorded documents shall be kept in a place different from the place where the originals are filed. e. If any instrument filed with the Secretary of State under any provision of this act is an inaccurate record of the corporate action therein referred to, or was defectively or erroneously executed, the instrument may be corrected by filing with the Secretary of State a certificate of correction executed on behalf of the corporation. The certificate of correction shall specify the inaccuracy or defect to be corrected and shall set forth the correction. The instrument as corrected shall be deemed to have been effective in its corrected form as of its original filing date, but as to persons who relied upon the inaccurate portion of the certificate and who are adversely affected by the correction, the correction shall be effective as of the effective date of filing the certificate of correction. L.1983, c. 127, s. 15A:1-7, eff. Oct. 1, 1983.
N.J. Stat. § 15A:8-1 — NJ Code / Title 15A / Chapter 8 / Section 8-1
Employee benefit plans
Status: in_force

a. A corporation may, in the manner prescribed in section 15A:8-2, establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries: (1) Plans providing for payments solely in cash or property including salary, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and (2) Plans for the furnishing of medical services, life, sickness, accident, disability or unemployment insurance or benefits, education, housing, social and recreational services, and other similar aids and services. b. The term "employees" as used in this chapter means employees, officers, and agents including any of the foregoing who may also be trustees of the corporation, or other persons who are or have been actively engaged in the conduct of the activities of the corporation, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted. L.1983, c. 127, s. 15A:8-1, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-4 — NJ Code / Title 15A / Chapter 14 / Section 14-4
Title to corporate property and franchises
Status: in_force

a. Upon appointment, the receiver shall become vested with the title to all the property of the corporation, of every nature, including its franchises. b. For the purpose of avoiding encumbrances, transfers and preferences, the right and title of a receiver shall relate back to the date upon which the receivership action commenced. L.1983, c. 127, s. 15A:14-4, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-21 — NJ Code / Title 15A / Chapter 12 / Section 12-21
Jurisdiction of the superior court
Status: in_force

At any time after a corporation has been dissolved in any manner, a creditor, as defined in subsection c. of section 15A:12-18, or a member of the corporation, or, where there are no members, a trustee of the corporation, or the corporation itself, may apply to the Superior Court for a judgment that the affairs of the corporation and the liquidation of its assets continue under the supervision of the court. The court shall have power to proceed in a summary manner or otherwise upon the application, and shall make orders and judgments as may be required including, but not limited to, the continuance of the liquidation of the corporation's assets by its officers and trustees under the supervision of the court, or the appointment of a receiver of the corporation, who shall be vested with all the powers provided in Chapter 14 to be exercised by receivers appointed to liquidate the affairs of a corporation. L.1983, c. 127, s. 15A:12-21, eff. Oct. 1, 1983.
N.J. Stat. § 15A:3A-5 — NJ Code / Title 15A / Chapter 3A / Section 3A-5
Rules, regulations.
Status: in_force

5. The Attorney General, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), shall adopt rules and regulations to effectuate the purposes of this act concerning access to and dissemination of information obtained as a result of conducting a criminal history record background check. L.1999,c.432,s.5.
N.J. Stat. § 15:5-10 — NJ Code / Title 15 / Chapter 5 / Section 5-10
Improvement and support of roads to salt marshes by companies formed by owners
Status: in_force

Rev.1877, pp. 660, 661, s.s. 87 to 93 (C.S. pp. 3274, 3275, s.s. 120 to 126), entitled "An act to enable two-thirds of the owners in value of any body or tract of salt marsh or meadow, within this state, using a common road to the fast land, to support the same," passed November eighteenth, one thousand eight hundred and twenty-two, saved from repeal, together with the supplement thereto, approved March fourth, one thousand eight hundred and fifty-eight (Rev.1877, pp. 661, 662, s.s. 94 to 97; C.S. pp. 3275, 3276, s.s. 127 to 129). [This act, as so supplemented, provides for the organization of owners of salt marshes for the purpose of improving and supporting roads connected therewith and used in common by such owners. It establishes the proceedings necessary for carrying out and financing the work necessary for effecting said purposes.]
N.J. Stat. § 15:11-4.1 — NJ Code / Title 15 / Chapter 11 / Section 11-4.1
Increase of trustees of college or university created by special charter
Status: in_force

Any college or university in this State created by special charter which limits the number of members on the board of trustees and restricts membership to members of a religious order or community, may, notwithstanding such limitation and restriction, appoint or elect to the board of trustees additional members, including lay members, in such number as it deems advisable. L.1969, c. 291, s. 1, eff. Jan. 15, 1970.
N.J. Stat. § 15A:5-22 — NJ Code / Title 15A / Chapter 5 / Section 5-22
Duties of inspectors
Status: in_force

The inspectors shall determine the number of memberships outstanding and the voting power of each, the members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do all acts as are proper to conduct the election or vote with fairness to all members. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any member entitled to vote at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and the report shall be filed with the minutes of the meeting. L.1983, c. 127, s. 15A:5-22, eff. Oct. 1, 1983.
N.J. Stat. § 15A:2-11 — NJ Code / Title 15A / Chapter 2 / Section 2-11
Bylaws and other powers in emergency
Status: in_force

a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or bylaws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that: (1) A meeting of the board may be called by any officer or trustee in the manner and under the conditions as shall be prescribed in the emergency bylaws; (2) The trustees in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and (3) The officers or other persons designated in a list approved by the board before the emergency, all in the order of priority and subject to the conditions and for a period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed trustees for that meeting. b. Before or during the emergency, the board may provide, and from time to time modify, lines of succession in the event that during the emergency any officers or agents of the corporation shall be rendered incapable of discharging their duties. c. Before or during the emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, the change or designation to be effective during the emergency. d. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during the emergency and upon its termination the emergency bylaws shall be inoperative. e. Unless otherwise provided in emergency bylaws, notice of any meeting of the board during the emergency need be given only to those of the trustees as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication. f. To the extent required to constitute a quorum at any meeting of the board during the emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, trustees for that meeting. g. No officer, trustee or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, trustee or employee shall be liable for any action taken by that person in good faith in the emergency in furtherance of the ordinary activities of the corporation even though not authorized by the bylaws then in effect. L.1983, c. 127, s. 15A:2-11, eff. Oct. 1, 1983.
N.J. Stat. § 15:1-6 — NJ Code / Title 15 / Chapter 1 / Section 1-6
Board of trade; power to hold property
Status: in_force

Any board of trade incorporated by special act of this state may acquire and hold real and personal property without limitation as to amount.
N.J. Stat. § 15A:14-8 — NJ Code / Title 15A / Chapter 14 / Section 14-8
Rights of debtors; setoff; counterclaim
Status: in_force

a. In all cases of mutual debts or mutual credits between the corporation and a creditor, the account shall be stated and one debt shall be set off against the other, and the balance only shall be allowed or paid. b. A right of setoff or counterclaim shall not be allowed in favor of any debtor of the corporation if it was acquired by the debtor after the commencement of the receivership action, or within 4 months before the commencement, with a view to the use and with knowledge or notice that the corporation was insolvent. L.1983, c. 127, s. 15A:14-8, eff. Oct. 1, 1983.
N.J. Stat. § 15A:6-12 — NJ Code / Title 15A / Chapter 6 / Section 6-12
Liability of trustees in certain cases
Status: in_force

a. In addition to any other liabilities imposed by law upon trustees of a corporation, trustees who vote for, or concur in, any of the following corporate actions: (1) The distribution or disposition of any asset in violation of this act, the certificate of incorporation, the bylaws, or the terms, conditions, or restrictions, express or implied, imposed upon the corporation upon acceptance of the asset by the corporation; (2) The distribution of assets to members during or after dissolution of the corporation without paying, or adequately providing for, all known debts, obligations, and liabilities of the corporation, except that the trustees shall be liable only to the extent of the value of assets so distributed and to the extent that the debts, obligations and liabilities of the corporation are not thereafter paid, discharged, or barred by statute or otherwise; (3) The complete liquidation of the corporation and distribution of all of its assets and cessation of the activities for which it was formed without dissolving or providing for the dissolution of the corporation and the payment of all fees, taxes and other expenses incidental thereto, except that the trustees shall be liable only to the extent of the value of assets so distributed and to the extent that the fees, taxes, and other expenses incidental thereto are not thereafter paid, discharged, or barred by statute or otherwise; (4) The making of any loan to an officer, trustee or employee of the corporation contrary to the provisions of this act; shall be jointly and severally liable to the corporation for the benefit of the corporation and its creditors, members or other interested persons to the extent of any injury suffered by those persons, respectively, as a result of the action. b. Any trustee against whom a claim is successfully asserted under this section shall be entitled to contribution from the other trustees who voted for or concurred in the action upon which the claim is asserted. c. Trustees against whom a claim is successfully asserted under this section shall be entitled, to the extent of the amounts paid by them to the corporation as a result of the claim upon payment to the corporation of the value of any assets wrongfully distributed or disposed of, or upon payment to the corporation of the amount of any loan made improperly, to be subrogated to the rights of the corporation against the person who received the asset or the improper loan. d. A trustee shall not be liable under this section if, in the circumstances the trustee discharged the duty owned by the trustee to the corporation under section 15A:6-14. e. Every action against a trustee for recovery upon a liability imposed by subsection a. of this section shall be commenced within 6 years next after the cause of action shall have accrued. L.1983, c. 127, s. 15A:6-12, eff. Oct. 1, 1983.
N.J. Stat. § 15A:3A-2 — NJ Code / Title 15A / Chapter 3A / Section 3A-2
Youth serving organization request for criminal background check; costs.
Status: in_force

2. a. A nonprofit youth serving organization may request, through the department, that the State Bureau of Identification in the Division of State Police conduct a criminal history record background check on each prospective and current employee or volunteer of the organization. b. For the purpose of conducting the criminal history record background check, the division shall examine its own files and arrange for a similar examination by federal authorities. The division shall inform the department whether the person's criminal history record background check reveals a conviction of a disqualifying crime or offense as specified in section 3 of this act. c. The division shall conduct a criminal history record background check only upon receipt of the written consent to the check of the prospective or current employee or volunteer. d. The organization or the prospective or current employee or volunteer shall bear the costs associated with conducting criminal history background checks. Notwithstanding any law or regulation to the contrary, the department shall not charge a fee for a criminal history record background check that exceeds the actual cost of conducting that check, as determined by the Attorney General. The Attorney General shall annually certify to the State Treasurer the cost per criminal history background check in the immediately preceding year. L.1999,c.432,s.2.
N.J. Stat. § 15A:10-4 — NJ Code / Title 15A / Chapter 10 / Section 10-4
Approval by members
Status: in_force

a. Where a corporation has members entitled to vote thereon, the board shall approve the plan of merger or plan of consolidation and direct that the plan be submitted to a vote at a meeting of members. Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record entitled to vote at that meeting, in the manner provided in this act for the giving of notice of meetings of members. The notice shall include, or shall be accompanied by, a copy or a summary of the plan of merger or consolidation. b. At the meeting, a vote of the members entitled to vote shall be taken on the proposed plan of merger or consolidation. The plan shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. Any class of members of any corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to the certificate of incorporation, would entitle the class of members to vote as a class, unless the provision is one which could be adopted by the board without member approval. The voting requirements of this section shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12. L.1983, c. 127, s. 15A:10-4, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-10 — NJ Code / Title 15A / Chapter 5 / Section 5-10
Voting by members
Status: in_force

The right of the members or any class or classes of members to vote may be limited, enlarged or denied to the extent specified in the certificate of incorporation or bylaws. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members. L.1983, c. 127, s. 15A:5-10, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-21 — NJ Code / Title 15A / Chapter 5 / Section 5-21
Selection of inspectors
Status: in_force

a. Unless the bylaws otherwise provide, the board may, in advance of a members' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. b. If inspectors are not so appointed by the board or as otherwise provided in the bylaws or shall fail to qualify, the person presiding at a members' meeting may, and on the request of any member entitled to vote thereat, shall, make the appointment. c. If any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting. d. If the bylaws require inspectors at any members' meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. e. Each inspector, before entering upon a discharge of duties, shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and according to the best of that person's ability. f. A person shall not be elected a trustee at a meeting at which that person has served as an inspector. L.1983, c. 127, s. 15A:5-21, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-4 — NJ Code / Title 15A / Chapter 12 / Section 12-4
Dissolution pursuant to action of board and members
Status: in_force

a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section. b. The board shall recommend that the corporation be dissolved, adopt a plan of dissolution pursuant to section 15A:12-8, and direct that the plan of dissolution be submitted to a vote at a meeting of members. c. Notice of the meeting shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of members. d. At the meeting, a vote of the members shall be taken on the proposed plan of dissolution. The plan of dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members of the corporation entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this section shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12. L.1983, c. 127, s. 15A:12-4, eff. Oct. 1, 1983.
N.J. Stat. § 15A:6-8 — NJ Code / Title 15A / Chapter 6 / Section 6-8
Effect of common trusteeships and trustees' personal interest
Status: in_force

a. No contract or other transaction between a corporation and one or more of its trustees, or between a corporation and any domestic or foreign corporation, firm, corporate business entity or association of any type or kind in which one or more of its trustees are trustees or directors or are otherwise interested, shall be void or voidable solely by reason of the common trusteeship or interest, or solely because the trustee or trustees are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because the trustee's or trustees' votes are counted for that purpose, if the contract or other transaction is fair and reasonable as to the corporation at the time it is authorized, approved or ratified and either: (1) the fact of the common trusteeship or interest is disclosed or known to the board or committee and the board or committee authorizes, approves, or ratifies the contract or transaction by unanimous written consent, provided at least one trustee so consenting is disinterested, or by affirmative vote of a majority of the disinterested trustees, even though the disinterested trustees be less than a quorum; or (2) the fact of the common trusteeship or interest is disclosed or known to the members, if any, and they authorize, approve or ratify the contract or transaction. b. Common or interested trustees may be counted in determining the presence of a quorum at a board or committee meeting at which a contract or transaction described in subsection a. of this section is authorized, approved or ratified. c. The board, by the affirmative vote of a majority of trustees in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of trustees for services rendered to the corporation as trustees, officers, or otherwise. The approval of the members shall be required if the bylaws so provide. L.1983, c. 127, s. 15A:6-8, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-12 — NJ Code / Title 15A / Chapter 13 / Section 13-12
Injunction against foreign corporation
Status: in_force

a. The Attorney General may bring an action in the Superior Court in the name of the State to enjoin a foreign corporation from conducting activities in this State: (1) Without having first obtained a certificate of authority pursuant to this chapter; (2) Of a character not set forth in its application for a certificate of authority or for an amended certificate of authority; (3) After its authority to conduct activities in this State has been surrendered or revoked; (4) After it is dissolved or its authority or existence is otherwise terminated or canceled in the jurisdiction of its incorporation; (5) If it has procured its organization certificate of authority through fraudulent misrepresentation or concealment of a material fact; (6) If it has repeatedly exceeded the authority conferred upon it by law; (7) If it has repeatedly conducted its business in an unlawful manner; (8) If it has misused or failed to use its powers, privileges or franchises; (9) If it is insolvent; (10) If it is conducting its activities in violation of its certificate of incorporation or its application for certificate of authority, or, with respect to specific assets, in violation of any restrictions applicable to those assets imposed upon it; (11) If it is conducting its activities at a great loss and with great prejudice to the interests of its creditors or members; or (12) If it is conducting activities in a manner which is prejudicial to the public. b. The Superior Court may proceed in the action in a summary manner or otherwise. Upon a showing by clear and convincing evidence of any cause set forth in subsection a. of section 15A:12-11, the court may declare the corporation's certificate of authority revoked and a copy of the order of the court shall be filed in the office of the Secretary of State as evidence thereof, but the failure to file the order with the Secretary of State shall not affect the enforceability of the order. c. The provisions of this section shall not exclude any other ground provided by law for injunctive relief against a foreign corporation to restrain it from the exercise of any franchise or the conducting of any activities within this State. L.1983, c. 127, s. 15A:13-12, eff. Oct. 1, 1983.
N.J. Stat. § 15A:3-5 — NJ Code / Title 15A / Chapter 3 / Section 3-5
Provisions relating to actions in the right of a corporation
Status: in_force

a. No action shall be brought in this State by a member in the right of a domestic or foreign corporation unless the plaintiff was a member at the time of the transaction of which the plaintiff complains. b. In any action hereafter instituted in the right of the corporation by a member, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in the defense of the action. c. In any action now pending or hereafter instituted or maintained in the right of the corporation by less than 5% of the members or any class of members, the corporation in whose right the action is brought shall be entitled at any time before final judgment to require the plaintiff to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with the action or may be incurred by other parties named as defendant for which it may become legally liable. The amount of the security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or excessive. The corporation shall have recourse to the security in an amount as the court having jurisdiction shall determine upon the termination of the action. d. This section shall not impair, restrict, or impose a condition on any right of a trustee of a corporation with or without members, to bring an action in this State in the right of a domestic or foreign corporation. L.1983, c. 127, s. 15A:3-5, eff. Oct. 1, 1983.
N.J. Stat. § 15A:6-3 — NJ Code / Title 15A / Chapter 6 / Section 6-3
Term of trustees
Status: in_force

a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the members and until their successors are elected and qualified. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the board, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the board of trustees and until their successors shall have been elected and qualified. The certificate of incorporation or the bylaws may provide that a meeting of the board to elect trustees shall be held at least once every 2 years. If a provision for a required meeting of the board is not set forth in the certificate of incorporation or bylaws, then the meeting shall be held annually. b. If the certificate of incorporation or the bylaws provide that some of or all the trustees shall be elected or selected other than by the members or the board, the trustees named in the certificate of incorporation shall hold office for the term specified in the certificate of incorporation or bylaws and until their successors are elected and qualified. c. At the first annual or biennial meeting of the members or of the board of trustees and at each annual or biennial meeting thereafter, the members or the board of trustees, as the certificate of incorporation or the bylaws or any other applicable law may provide, shall elect trustees to be elected by them to hold office until the next annual or biennial meeting, except as to the classification of trustees as permitted by subsection b. of section 15A:6-4. Each trustee shall hold office for the term for which the trustee is elected and qualified and until a successor is elected and qualified. d. A trustee may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation. L.1983, c. 127, s. 15A:6-3, eff. Oct. 1, 1983.
N.J. Stat. § 15A:1-1 — NJ Code / Title 15A / Chapter 1 / Section 1-1
Short title; purposes; rules of construction; variation
Status: in_force

a. This title shall be known and may be cited as the "New Jersey Nonprofit Corporation Act." b. This title shall be liberally construed and applied to promote its underlying purposes and policies. c. Underlying purposes and policies of this title are, among others: (1) to simplify, clarify and modernize the law governing nonprofit corporations; (2) to provide a general corporate form for the conduct of lawful, nonprofit activities with such variations and modifications from the form so provided as the interested parties in any nonprofit corporation may agree upon, subject only to overriding interests of this State and of third parties; and (3) to make the law governing nonprofit corporations as nearly compatible with the New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.) as may be practicable, subject to the particular requirements of nonprofit corporations. d. The presence in certain provisions of this title of the words "unless otherwise provided in the certificate of incorporation" or "unless otherwise provided in the certificate of incorporation or bylaws," or words of similar import, does not imply that the effect of other provisions may not be varied by provisions in the certificate of incorporation or bylaws. L.1983, c. 127, s. 15A:1-1, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-6 — NJ Code / Title 15A / Chapter 13 / Section 13-6
Amended certificate of authority
Status: in_force

a. A foreign corporation authorized to conduct activities in this State shall procure an amended certificate of authority in the event it desires to change its corporate name, or to enlarge, limit or otherwise change the character of the activities which it proposes to conduct in this State, by making application therefor to the Secretary of State. b. The requirements in respect to the form and contents of the application, the manner of its execution, the filing thereof in the office of the Secretary of State, the issuance of an amended certificate of authority and the effect thereof, shall be the same as in the case of an original application for a certificate of authority. L.1983, c. 127, s. 15A:13-6, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-5 — NJ Code / Title 15A / Chapter 5 / Section 5-5
Waiver of notice or of lapse of time
Status: in_force

a. Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that member. b. Whenever members are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing, in person or by proxy, before or after the taking of that action, by every member entitled to vote thereon as of the date of the taking of the action. L.1983, c. 127, s. 15A:5-5, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-12 — NJ Code / Title 15A / Chapter 5 / Section 5-12
Greater or lesser voting requirements
Status: in_force

a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote thereon, or by the members of any class or series thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation or bylaws shall control. b. Whenever any action is to be authorized by two-thirds of the votes cast by members of a corporation pursuant to this act, and the certificate of incorporation provides for the affirmative vote of a lesser proportion of the votes cast by the members entitled to vote thereon, or by the members of any class of members, but not less than a majority thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and the requirements shall control, if the certificate of incorporation provides that the lesser voting requirements may be set forth in the bylaws. c. An amendment of the certificate of incorporation or bylaws which changes or deletes greater or lesser voting provisions shall be authorized by the same vote as would be required to take action under that provision. d. Any action required to be authorized by a vote of the members greater than a majority shall be rescinded or modified only by a like vote. L.1983, c. 127, s. 15A:5-12, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-18 — NJ Code / Title 15A / Chapter 14 / Section 14-18
Review of receiver's actions
Status: in_force

Any person aggrieved by the proceedings or determination of the receiver in the discharge of his duties shall be entitled to a review of the receiver's action in a summary manner in the Superior Court. L.1983, c. 127, s. 15A:14-18, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-19 — NJ Code / Title 15A / Chapter 12 / Section 12-19
Barring of claims of creditors
Status: in_force

a. Any creditor as defined in subsection c. of section 15A:12-18 who does not file a claim as provided in the notice given pursuant to section 15A:12-18, and all those claiming through or under that creditor, shall be forever barred from suing on the claim or otherwise realizing upon or enforcing it except, in the case of a creditor who shows good cause for not having previously filed a claim, to the extent as the Superior Court may allow: (1) Against the corporation to the extent of any undistributed assets; or (2) If the undistributed assets are not sufficient to satisfy the claim, against a member or other person, corporation or corporate business entity to the extent of the distributee's ratable part of the claim, out of the assets of the corporation distributed to the distributee in liquidation or dissolution. b. This section shall not apply to claims which are in litigation on the date of the first publication of the notice pursuant to section 15A:12-18. L.1983, c. 127, s. 15A:12-19, eff. Oct. 1, 1983.
N.J. Stat. § 15:18-27 — NJ Code / Title 15 / Chapter 18 / Section 18-27
Consideration of purpose of charitable institution, fund.
Status: in_force

3. a. Subject to the intent of a donor expressed in a gift instrument, an institution, in managing and investing an institutional fund, shall consider the charitable purposes of the institution and the purposes of the institutional fund. b. In addition to complying with the duty of loyalty imposed by law other than this act, each person responsible for managing and investing an institutional fund shall manage and invest the fund in good faith and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. c. In managing and investing an institutional fund, an institution: (1) may incur only costs that are appropriate and reasonable in relation to the assets, the purposes of the institution, and the skills available to the institution; and (2) shall make a reasonable effort to verify facts relevant to the management and investment of the fund. d. An institution may pool two or more institutional funds for purposes of management and investment. e. Except as otherwise provided by a gift instrument, the following apply: (1) In managing and investing an institutional fund, the following factors, if relevant, shall be considered: (a) general economic conditions; (b) the possible effect of inflation or deflation; (c) the expected tax consequences, if any, of investment decisions or strategies; (d) the role that each investment or course of action plays within the overall investment portfolio of the fund; (e) the expected total return from income and the appreciation of investments; (f) other resources of the institution; (g) the needs of the institution and the fund to make distributions and to preserve capital; and (h) an asset's special relationship or special value, if any, to the charitable purposes of the institution. (2) Management and investment decisions about an individual asset shall be made in the context of the institutional fund's portfolio of investments as a whole and as a part of an overall investment strategy having risk and return objectives reasonably suited to the fund and to the institution, and shall not be made in isolation from these considerations. (3) Except as otherwise provided by law other than this act, an institution may invest in any kind of property or type of investment consistent with this section. (4) An institution shall diversify the investments of an institutional fund unless the institution reasonably determines that, because of special circumstances, the purposes of the fund are better served without diversification. (5) Within a reasonable time after receiving property, an institution shall make and carry out decisions concerning the retention or disposition of the property or to rebalance a portfolio, in order to bring the institutional fund into compliance with the purposes, terms, and distribution requirements of the institution as necessary to meet other circumstances of the institution and the requirements of this act. (6) A person who has special skills or expertise, or is selected in reliance upon the person's representation that the person has special skills or expertise, has a duty to use those skills or that expertise in managing and investing institutional funds. L.2009, c.64, s.3.
N.J. Stat. § 15A:10-10 — NJ Code / Title 15A / Chapter 10 / Section 10-10
Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets
Status: in_force

The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its activities as conducted by the corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by its board. Unless otherwise provided in the certificate of incorporation or bylaws, no approval of the members shall be required. L.1983, c. 127, s. 15A:10-10, eff. Oct. 1, 1983.
N.J. Stat. § 15A:6-15 — NJ Code / Title 15A / Chapter 6 / Section 6-15
Officers
Status: in_force

a. The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, an executive director, one or more vice presidents, and all other officers as may be prescribed by the bylaws. Unless otherwise provided in the bylaws, the officers shall be elected or appointed by the board. A corporation may provide alternative titles for those officers; provided that the certificate of incorporation or the bylaws specify which other officer titles correspond to the president, secretary and treasurer and that the alternative titles not be used in completing the annual report filed pursuant to section 15A:4-5. b. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by the bylaws to be executed, acknowledged, or verified by two or more officers. c. Any officer elected or appointed as herein provided shall hold office for the term for which that officer is so elected or appointed and until a successor is elected or appointed and has qualified, subject to earlier termination by removal or resignation. d. All officers of the corporation, as between themselves and the corporation, shall have the authority and perform the duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board not inconsistent with the bylaws. L.1983, c. 127, s. 15A:6-15, eff. Oct. 1, 1983.
N.J. Stat. § 15A:9-3 — NJ Code / Title 15A / Chapter 9 / Section 9-3
Class voting on amendments
Status: in_force

Notwithstanding any provision in the certificate of incorporation, the members of a class, with or without voting rights, whose voting or other rights or preferences or privileges would be subordinated or otherwise adversely affected by a proposed amendment, shall be entitled to vote as a class thereon. L.1983, c. 127, s. 15A:9-3, eff. Oct. 1, 1983.
N.J. Stat. § 15:11-8 — NJ Code / Title 15 / Chapter 11 / Section 11-8
Power to acquire land by condemnation
Status: in_force

When the board of trustees shall deem it desirable to acquire any lands as described in section 15:11-7 of this title, and cannot agree with the owners of the land as to price or terms of the purchase; or when by the incapacity or absence of the owners, or their inability to convey valid title; or when, for any other reason, said board cannot arrange for the purchase thereof, the said board, with the consent, expressed by resolution or ordinance of the governing body of the municipality, wherein the lands sought to be condemned are situate, after due notice to the property owners affected, may acquire such land by condemnation pursuant to chapter 1 of the title Eminent Domain (s. 20:1-1 et seq.). This section shall not authorize the condemnation of lands owned by a religious, charitable or educational society or corporation.
N.J. Stat. § 15A:5-15 — NJ Code / Title 15A / Chapter 5 / Section 5-15
Memberships held by fiduciaries
Status: in_force

Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into the name of that person. Where memberships are held jointly by any number of fiduciaries, and the instrument or order appointing the fiduciaries does not otherwise direct, the membership shall be voted as the majority of the fiduciaries shall determine. If the fiduciaries are equally divided as to how the membership shall be voted, a court having jurisdiction may, in an action brought by any of the fiduciaries or by a beneficiary, appoint an additional person to act with the fiduciaries in the matter. The membership shall be voted by the majority of the fiduciaries and the additional person. The court may proceed in the action in a summary manner or otherwise. L.1983, c. 127, s. 15A:5-15, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-1 — NJ Code / Title 15A / Chapter 14 / Section 14-1
Definitions
Status: in_force

As used in this chapter: a. "Corporation" means a domestic corporation or a foreign corporation; b. "Creditor" means the holder of any claim, of whatever character, against a corporation, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, absolute or contingent; c. "Debt" includes any legal liability, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent; d. "Encumbrance" means a mortgage, security interest, lien or charge of any nature in or upon property; e. "Fair consideration" is given for property or an obligation when, in exchange for the property or obligation, as a fair equivalent therefor, and in good faith, property is transferred or an antecedent debt is satisfied, or when the property or obligation is received in good faith to secure a present advance or antecedent debt in an amount not disproportionately small as compared with the value of the property or obligation obtained; f. "Insolvent" , a corporation shall be deemed to be insolvent for the purposes of this chapter (1) when the aggregate of its property, exclusive of any property which it may have conveyed, transferred, concealed, removed or permitted to be concealed or removed, with intent to defraud, hinder or delay its creditors, shall not at a fair valuation be sufficient in amount to pay its debts, or (2) when the corporation is unable, by its available assets or the honest use of credit, to pay its debts as they become due; g. "Property" means real property, tangible and intangible personal property, and rights, claims and franchises of every nature; h. "Receiver" means a receiver of a corporation appointed pursuant to this chapter, and includes corporations authorized by law to act as receivers in this State, as well as individuals; i. "Receivership action" means an action brought pursuant to this chapter for the appointment of a receiver of a corporation; j. "Transfer" means the sale and every other method, direct or indirect, of disposing of or parting with property or with an interest therein, or with the possession thereof, or of fixing a lien upon property or upon an interest therein, absolutely or conditionally, voluntarily or involuntarily, by or without judicial proceedings, as a conveyance, sale, payment, pledge, mortgage, lien, encumbrance, gift, security, or otherwise, and the retention of security title to property delivered to a corporation shall be deemed a transfer suffered by the corporation. L.1983, c. 127, s. 15A:14-1, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-12 — NJ Code / Title 15A / Chapter 14 / Section 14-12
Fraudulent transfers; continued
Status: in_force

Nothing contained in section 15A:14-10 or 15A:14-11 shall be construed to validate a transfer which is voidable under section 15A:14-13. L.1983, c. 127, s. 15A:14-12, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-13 — NJ Code / Title 15A / Chapter 5 / Section 5-13
Memberships held or controlled by the corporation not voted or counted
Status: in_force

If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of a domestic or foreign corporate entity or the election of trustees of a domestic or foreign corporation, any of which are herein referred to as a "controlled entity," any memberships in the corporation held by the controlled entity shall not be voted at any meeting or counted in determining the total number of members at any given time. A "plurality" means the minimum number of interests or memberships necessary to elect a majority of directors or trustees based upon the total number of interests or memberships which may be voted in that election. L.1983, c. 127, s. 15A:5-13, eff. Oct. 1, 1983.
N.J. Stat. § 15A:8-4 — NJ Code / Title 15A / Chapter 8 / Section 8-4
Trust funds for employees; creation; maintenance and administration
Status: in_force

Any domestic or foreign corporation which adopts a plan described in section 15A:8-1 may establish one or more trust funds of the property contributed or held by the corporation or any subsidiary thereof for the purposes of the plan. The trust fund may be held and administered by the corporation adopting the plan or by any trustee or trustees, within or without this State, appointed by the corporation for that purpose. L.1983, c. 127, s. 15A:8-4, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-19 — NJ Code / Title 15A / Chapter 14 / Section 14-19
Discontinuance of receivership action
Status: in_force

A receivership action against a corporation may be discontinued at any time when it is established that cause for the action no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the corporation all its property remaining in the receiver's hands. Upon the redelivery, the corporation shall be revested with full rights in the property and in its franchises as if the receiver had not been appointed. L.1983, c. 127, s. 15A:14-19, eff. Oct. 1, 1983.
N.J. Stat. § 15:5-11 — NJ Code / Title 15 / Chapter 5 / Section 5-11
Improvement of islands and protection thereof against tides by owners
Status: in_force

L.1881, c. 146, p. 177 (C.S. pp. 3060 to 3064, s.s. 35 to 48), entitled "An act to enable the owners of any island, or part thereof, to improve the same and to protect the same from damage by high tides," passed March twenty-third, one thousand eight hundred and eighty-one, saved from repeal. [This act provides for the organization and conduct of companies by the owners of any island for the purpose of protecting the same against tides. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
N.J. Stat. § 15A:2-7 — NJ Code / Title 15A / Chapter 2 / Section 2-7
Incorporators
Status: in_force

a. Subject to the provisions of subsection d. of this section, one or more individuals, corporations, foreign corporations or corporate entities may act as incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for the corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of this State. b. Except as otherwise provided in the certificate of incorporation, any action required or permitted by this act to be taken by incorporators may be taken without a meeting. c. If any incorporator dies or is for any reason unable to act, the others may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in that incorporator's stead, or if the other person also dies or is for any reason unable to act, the legal representative of the person may act. d. Ten or more individuals shall act as incorporators for any corporation having as a purpose the establishment of a volunteer fire company or an exempt firemen's association. L.1983, c. 127, s. 15A:2-7, eff. Oct. 1, 1983.
N.J. Stat. § 15:19-2 — NJ Code / Title 15 / Chapter 19 / Section 19-2
Certificates of incorporation; contents
Status: in_force

Notwithstanding any provision to the contrary contained in any law of this State and except as otherwise provided in section 3 of this act, the certificate of incorporation of every corporation as herein defined, shall be deemed to include the following: "This corporation shall make distributions at such times and in such manner as not to subject it to tax under section 4942 of the Internal Revenue Code of 1954, as amended, and shall not engage in any act of self-dealing as defined in section 4941 of the said code, and shall not retain any excess business holdings as defined in section 4943 of said code, and shall not make any investments as defined in section 4944 of the said code, and shall not make any taxable expenditures which would subject it to tax under section 4945 of the said code." L.1971, c. 337, s. 2, eff. Dec. 13, 1971.
N.J. Stat. § 15:18-33 — NJ Code / Title 15 / Chapter 18 / Section 18-33
Modifications, limits, supersedure.
Status: in_force

9. This act modifies, limits, and supersedes the "Electronic Signatures in Global and National Commerce Act," Pub.L.106-229 (15 U.S.C. s.7001 et seq.), but does not modify, limit, or supersede Section 101(a) of that act (15 U.S.C. s.7001(a)), or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. s.7003(b)). L.2009, c.64, s.9.
N.J. Stat. § 15A:3A-4 — NJ Code / Title 15A / Chapter 3A / Section 3A-4
Submissions, exchange of background check information.
Status: in_force

4. a. Prospective or current employees and volunteers of nonprofit youth serving organizations shall submit their name, address, fingerprints and written consent to the organization for the criminal history record background check to be performed. The organization shall supply this documentation to the Attorney General, who shall coordinate the background check. b. The Attorney General is authorized to exchange fingerprint data with, and receive criminal history record information for use by nonprofit youth serving organizations from the Federal Bureau of Investigation, Identification Section and the Division of State Police, Bureau of Identification and such other law enforcement agencies and jurisdictions as may be necessary for the purposes of this act. c. The department shall act as a clearinghouse for the collection and dissemination of information obtained as a result of conducting criminal history record background checks pursuant to this act. L.1999,c.432,s.4.
N.J. Stat. § 15A:13-10 — NJ Code / Title 15A / Chapter 13 / Section 13-10
Revocation of certificate of authority; issuance of certificate of revocation
Status: in_force

a. In addition to any other ground for revocation provided by law, the certificate of authority of a foreign corporation to conduct activities in this State may be revoked by the Secretary of State upon the conditions prescribed in this section when: (1) The corporation has failed to apply for an amended certificate of authority within 90 days after it was required to do so under this act; or (2) The corporation has failed to maintain a registered agent in this State as required by this act; or (3) The corporation has failed, after change of its registered office or registered agent to file in the office of the Secretary of State a statement of the change as required by this act. b. A certificate of authority of a foreign corporation shall not be revoked by the Secretary of State unless: (1) The Secretary of State has given the corporation not less than 90 days' notice that the default exists and that its certificate of authority will be revoked unless the default is cured within 90 days after the mailing of the notice; and (2) The corporation shall fail prior to revocation to cure the default. The notice shall be sent by certified mail to the corporation at its registered office in this State and at its main office or headquarters as those offices are on record in the office of the Secretary of State. c. Upon revoking any certificate of authority the Secretary of State shall issue a certificate of revocation and shall mail a copy to the corporation at each of the addresses designated in subsection b. of this section and shall forward a copy to the Attorney General. d. The issuance of the certificate of revocation shall have the same force and effect as the issuance of a certificate of withdrawal under subsection b. of section 15A:13-8. L.1983, c. 127, s. 15A:13-10, eff. Oct. 1, 1983.
N.J. Stat. § 15A:4-1 — NJ Code / Title 15A / Chapter 4 / Section 4-1
Registered office and registered agent
Status: in_force

a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office. b. The registered office may be, but need not be, the same as a place where the corporation which it serves conducts activities. c. The registered agent may be a natural person of the age of 18 years or more, or a domestic corporate entity or a foreign corporate entity authorized to conduct activities or transact business in this State, whether or not the agent corporation is organized for purposes for which a corporation may be organized under this title. d. The designation of a resident office in this State and of a resident agent in charge thereof by any corporation as in force on the effective date of this act, shall be deemed to be the registered office or registered agent, respectively, with like effect as if made hereunder until changed pursuant to this act. L.1983, c. 127, s. 15A:4-1, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-8 — NJ Code / Title 15A / Chapter 12 / Section 12-8
Plan of dissolution and disposition of assets
Status: in_force

a. Every corporation which dissolves pursuant to section 15A:12-2, 15A:12-3, 15A:12-4, 15A:12-5, 15A:12-6 or 15A:12-7 shall adopt a plan of dissolution for the satisfaction of its liabilities and the distribution of its assets. The plan shall implement all provisions in the certificate of incorporation or bylaws prescribing the disposition of assets. b. The plan shall include, where appropriate, provisions to implement the following in the priority set forth below: (1) Payment and discharge of all liabilities and obligations of the corporation; (2) Compliance with all conditions of any tax exemption applicable to the corporation; (3) Return, transfer or conveyance of all assets received and held by the corporation upon condition that the assets be returned, transferred or conveyed upon dissolution of the corporation; (4) Transfer or conveyance of all assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes, but not held upon condition set forth in paragraph (3) of subsection b. of this section, to one or more domestic or foreign corporations engaged in activities substantially similar to those of the dissolving corporation or, if applicable, to a receiver to be held for the benefit of the public and for use in accordance with the limitations, or pursuant to a court order; (5) Distribution of all assets required by the corporation's certificate of incorporation or bylaws to be distributed to the members in the manner so specified; (6) Disposition of all other assets. c. If the corporation has no disposable assets at the time of dissolution, the plan of dissolution shall include a statement to that effect. L.1983, c. 127, s. 15A:12-8, eff. Oct. 1, 1983.
N.J. Stat. § 15:5-8 — NJ Code / Title 15 / Chapter 5 / Section 5-8
Improvement and protection of tide marshes and swamps by companies organized by owners therefor
Status: in_force

Rev.1877, pp. 642 to 646, s.s. 1 to 21 (C.S. pp. 3241 to 3248, s.s. 1 to 21), entitled "An act to enable the owners of the tide swamps and marshes, to improve the same, and the owners of meadows already banked in, and held by different persons, to keep the same in good repair," passed November twenty-ninth, one thousand seven hundred and eighty-eight, saved from repeal, together with amendments and supplements, and amendments to amendments and supplements, thereto, approved or passed on the following dates: November 27, 1806 (Rev.1877, pp. 646 to 648, s.s. 22 to 26; C.S. pp. 3248, 3249, s.s. 22 to 26, which act was further amended by L.1895, c. 110, p. 214). February 10, 1819 (Rev.1877, p. 648, s. 27; C.S. p. 3250, s. 27). January 22, 1829 (Rev.1877, pp. 648, 649, s.s. 28 to 31; C.S. pp. 3250, 3251, s.s. 28 to 31, which act was further amended by L.1895, c. 111, p. 215, and L.1926, c. 181, p. 302). March 7, 1832 (Rev.1877, pp. 649, 650, s.s. 33 to 37; C.S. pp. 3251, 3252, s.s. 32 to 36). March 5, 1839 (Rev.1877, p. 650, s.s. 38, 39; C.S. p. 3245, s.s. 14a, 14b). March 1, 1849 (Rev.1877, p. 650, s. 40; C.S. p. 3252, s. 37). April 5, 1855 (Rev.1877, p. 651, s.s. 41 to 44; C.S. pp. 3252, 3253, s.s. 38 to 41). March 20, 1857 (Rev.1877, p. 651, s.s. 45, 46; C.S. p. 3243, s.s. 6a, 6b). March 16, 1870 (Rev.1877, p. 652, s. 47; C.S. p. 3253, s. 42). March 19, 1878 (L.1878, c. 79, p. 138; C.S. p. 3253, s.s. 43, 44, which act was further amended by L.1895, c. 112, p. 217). March 10, 1882 (L.1882, c. 72, p. 85; C.S. p. 3252, s. 35a, which act was further amended by L.1886, c. 63, p. 81). (Passed) March 24, 1885 (L.1885, c. 103, p. 120; C.S. p. 3243, s. 9). (Passed) March 10, 1886 (L.1886, c. 63, p. 81). March 7, 1895 (L.1895, c. 109, p. 212; C.S. p. 3241, s. 1). March 7, 1895 (L.1895, c. 110, p. 214; C.S. p. 3248, s. 22). March 7, 1895 (L.1895, c. 111, p. 215; C.S. pp. 3250, 3251, s.s. 28, 30, 31, which act was further amended by L.1926, c. 181, p. 302). March 7, 1895 (L.1895, c. 112, p. 217; C.S. p. 3253, s. 43). March 22, 1895 (L.1895, c. 326, p. 649; C.S. pp. 3254, 3255, s.s. 45 to 50). April 14, 1903 (L.1903, c. 264, p. 707; C.S. pp. 3255, 3256, s.s. 51, 52). March 26, 1926 (L.1926, c. 181, p. 302). December 18, 1957 (L.1957, c. 201, p. 708). [This act, as so amended and supplemented, provides for the organization and conduct of companies by the owners of tide marshes and swamps for the purpose of improving and protecting the same. It provides for and regulates the carrying out and financing of the various projects and undertakings of such companies.]
N.J. Stat. § 15:13-3 — NJ Code / Title 15 / Chapter 13 / Section 13-3
Taxation
Status: in_force

The property of any such patriotic society shall be taxed as if the property of an individual, and no franchise or other tax than as above shall be assessed upon any such society or its property, stock or bonds.
N.J. Stat. § 15A:14-2 — NJ Code / Title 15A / Chapter 14 / Section 14-2
Jurisdiction of the superior court; appointment of receiver
Status: in_force

a. A receivership action may be brought in the Superior Court by: (1) a creditor whose claim is for a sum certain or for a sum which can by computation be made certain; (2) a member or members who individually or in combination constitute at least 10% of the members of any class of members of the corporation; (3) the corporation, pursuant to resolution of its board; or (4) the Attorney General. b. The action shall be based upon at least one of the following grounds: (1) the corporation has misused or improperly failed to use its powers, privileges or franchises; (2) the corporation is insolvent; (3) the corporation has suspended its ordinary activities for lack of funds; (4) the activities of the corporation are being conducted in violation of its certificate of incorporation or, with respect to specific assets, in violation of any terms, conditions, or restrictions applicable to those assets imposed upon the corporation; (5) the activities of the corporation are being conducted at a great loss and with great prejudice to the interests of its creditors or members; (6) the board has determined that it is advisable that the corporation be dissolved, its affairs settled, and its estate and effects divided and distributed by the court pursuant to this chapter; or (7) if brought by the Attorney General, that the continued conduct of activities by the corporation is prejudicial to the public. c. The court may proceed in the action in a summary manner or otherwise. It shall have power to appoint and remove one or more receivers of the corporation from time to time, and to enjoin the corporation, its officers and agents, from exercising any of its privileges and franchises, and from collecting or receiving any debts, or paying out, selling, assigning or transferring any of its property, except to a receiver, and except as the court may otherwise order. One or more receivers so appointed may be selected from among the trustees of the corporation. In an action by the Attorney General, the court may take action only upon a showing by clear and convincing evidence of any cause set forth in subsection b. of this section. The court shall have all powers as shall be appropriate for the fulfillment of the purposes of this chapter including the power, if equitable, to set aside any transfer in violation of any terms, conditions, or restrictions, applicable to assets imposed upon the corporation. d. Every receiver shall, before assuming the receiver's duties, execute and file a bond in the office of the clerk of the Superior Court, with sureties and in form as the court shall approve. L.1983, c. 127, s. 15A:14-2, eff. Oct. 1, 1983.
N.J. Stat. § 15A:10-3 — NJ Code / Title 15A / Chapter 10 / Section 10-3
Approval by corporation not having members entitled to vote
Status: in_force

When a corporation is without members entitled to vote thereon, a merger or consolidation shall be approved upon receipt of the affirmative vote of two-thirds of the trustees present at a meeting called for the purpose of considering and voting upon the proposed merger or consolidation, unless a greater number is fixed by the certificate of incorporation or the bylaws. L.1983, c. 127, s. 15A:10-3, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-5 — NJ Code / Title 15A / Chapter 13 / Section 13-5
Effect of certificate of authority
Status: in_force

Upon the issuance of a certificate of authority by the Secretary of State, the foreign corporation shall be authorized to conduct in this State any activities of the character set forth in its application. The authority shall continue so long as it retains authority to conduct those activities in the jurisdiction of its incorporation and its authority to conduct activities in this State has not been surrendered or revoked. L.1983, c. 127, s. 15A:13-5, eff. Oct. 1, 1983.
N.J. Stat. § 15A:6-6 — NJ Code / Title 15A / Chapter 6 / Section 6-6
Removal of trustees
Status: in_force

a. If the certificate of incorporation or the bylaws or any other applicable law provides for the election of trustees by the members, one or more or all the trustees may be removed for cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees. The certificate of incorporation or bylaws may provide that the board may remove trustees for cause and to suspend trustees pending a final determination that cause exists for removal. If the certificate of incorporation or the bylaws so provide, one or more or all the trustees may be removed without cause by the affirmative vote of the majority of the votes cast by the members entitled to vote for the election of trustees. b. If the certificate of incorporation or bylaws or any other applicable law provides that trustees may be elected by the board of trustees, one or more, but not all, of the trustees of the corporation may be removed for cause by the board by the affirmative vote of a majority of all the trustees. c. The removal of trustees, with or without cause, by vote of the members as provided in subsection a. of this section is subject to the following qualifications: (1) In any case where cumulative voting is authorized, if less than the total number of trustees then serving on the board is to be removed by the members, no one of the trustees may be so removed if the votes cast against that trustee's removal would be sufficient to elect the trustee if then voted cumulatively at an election of the entire board; or, if there are classes of trustees, at an election of the class of trustees of which such trustee is a part; and (2) A trustee elected by a class vote, as authorized by subsection b. of section 15A:6-4, may be removed only by a class vote of the members entitled to vote for the election of that trustee. d. The Superior Court, in an action in which the court may proceed in a summary manner or otherwise, may review the removal or suspension of a trustee for cause. e. No act of the board done during the period when a trustee has been suspended or removed for cause shall be impugned or invalidated if the suspension or removal is thereafter rescinded or invalidated. L.1983, c. 127, s. 15A:6-6, eff. Oct. 1, 1983.
N.J. Stat. § 15:5-7 — NJ Code / Title 15 / Chapter 5 / Section 5-7
§ 15:5-7
Status: in_force

The expenses incident to the filling in of the meadows shall not exceed ten per cent of the value of the meadow lands within the bounds of a meadow company taking advantage of sections 15:5-3 to 15:5-7 of this title, as valued for assessment for meadow purposes on March twenty-fourth, one thousand nine hundred and thirteen. The obligations incurred by the managers within the limit aforesaid shall be assessed on the meadow owners and shall be paid as provided by law for the other legal expenses of the meadow company.
N.J. Stat. § 15A:12-3 — NJ Code / Title 15A / Chapter 12 / Section 12-3
Dissolution without a meeting of members
Status: in_force

A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution which shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:12-3, eff. Oct. 1, 1983.
N.J. Stat. § 15A:2-8 — NJ Code / Title 15A / Chapter 2 / Section 2-8
Certificate of incorporation
Status: in_force

15A:2-8. Certificate of incorporation. a. The certificate of incorporation shall set forth: (1) The name of the corporation; (2) The purpose or purposes for which the corporation is organized; (3) If the corporation is to have members, the qualifications for members or that the qualifications shall be as set forth in the bylaws of the corporation; (4) If the members are to be divided into classes, the relative right and limitations of the different classes of members to the extent those rights and limitations have been determined or that the rights and limitations shall be as set forth in the bylaws of the corporation; (5) If the corporation is to have no members, that there shall be no members; (6) The method of electing trustees or that the method shall be as set forth in the bylaws of the corporation; (7) Any provision not inconsistent with this act or any other statute of this State, which the incorporators elect to set forth for the management and conduct of the affairs of the corporation, or creating, defining, limiting or regulating the powers of the corporation, its trustees and members or any class of members, including any provision which under this act is required or permitted to be set forth in the bylaws; (8) The address, including actual location as well as postal designation, if different, of the corporation's initial registered office, and the name of the corporation's initial registered agent at that address; (9) The number of trustees, not less than three, constituting the first board and the names and addresses of the persons who aim to serve as trustees, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; (10) The names and addresses of the incorporators, which addresses shall be either the residence address of the person or other address where the person regularly receives mail and which is not the address of the corporation; (11) The duration of the corporation if other than perpetual; (12) The method of distribution of assets of the corporation upon dissolution, or that the distribution shall be as set forth in the bylaws of the corporation; (13) If, pursuant to subsection b. of this section, the certificate of incorporation is to be effective on a date subsequent to the date of filing, the effective date of the certificate; (14) If, pursuant to the exception in paragraph (4) of subsection a. of section 15A:2-2, the name of the corporation does not include a term required thereby, a statement that the corporation could be organized pursuant to the provisions of Title 16 of the Revised Statutes, the applicable section of Title 16 of the Revised Statutes permitting that organization, and an undertaking to add the required term if the corporation ceases to be so organized. b. An original and one copy of the certificate of incorporation shall be filed in the office of the Secretary of State. The corporate existence shall begin upon the effective date of the certificate, which shall be the date of the filing, or such later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The filing shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and, after the corporate existence has begun, that the corporation has been incorporated under this act, except as against this State in a proceeding to cancel or revoke the certificate of incorporation or for voluntary dissolution of the corporation. The Secretary of State shall forward the copy of the certificate of incorporation to the Attorney General. c. The certificate of incorporation may provide that a trustee or officer shall not be personally liable, or shall be liable only to the extent therein provided, to the corporation or its members for damages for breach of any duty owed to the corporation or its members, except that such provision shall not relieve a trustee or officer from liability for any breach of duty based upon an act or omission (1) in breach of such person's duty of loyalty to the corporation or its members, (2) not in good faith or involving a knowing violation of law or (3) resulting in receipt by such person of an improper personal benefit. d. Notwithstanding the provisions of subsection c. of this section, the immunities provided for in this 1989 amendatory act shall apply to any corporation organized under Title 15A of the New Jersey Statutes which is established for the purposes provided for in P.L.1959, c.90 (C.2A:53A-7 et seq.), whether or not the certificate of incorporation has been amended, and nothing in this section shall operate to diminish or affect any limitation of liability or limitation on liability which is conferred upon nonprofit corporations, societies or associations by the provisions of section 1 of P.L.1987, c.87 (C.2A:53A-7.1). L.1983, c.127, s.15A:2-8, eff. Oct. 1, 1983; amended 1989,c.260,s.1.
N.J. Stat. § 15A:6-7 — NJ Code / Title 15A / Chapter 6 / Section 6-7
Quorum of board of trustees and committees; vote required; action of trustees without a meeting
Status: in_force

a. A majority of the entire board, or of any committee thereof, shall constitute a quorum for the transaction of business, unless the certificate of incorporation or the bylaws shall provide that a greater or lesser number constitutes a quorum, which in no case shall be less than the greater of two persons or one-third of the entire board or committee, except that when a committee of the board consists of one trustee, then one trustee shall constitute a quorum. b. The act of the majority present at a meeting at which a quorum is present shall be the act of the board or the committee, unless the act of a greater number is required by this act, the certificate of incorporation or the bylaws. Any action required to be authorized by a vote of the trustees greater than a majority shall be rescinded or modified only by a like vote. c. Unless otherwise provided by the certificate of incorporation or bylaws, any action required or permitted to be taken pursuant to authorization voted at a meeting of the board or any committee thereof may be taken without a meeting if, prior or subsequent to the action, all members of the board or of the committee, as the case may be, consent thereto in writing and the written consents are filed with the minutes of the proceedings of the board or committee. The consents shall have the same effect as a unanimous vote of the board or committee for all purposes, and may be stated as such in any certificate or other document filed with the Secretary of State. L.1983, c. 127, s. 15A:6-7, eff. Oct. 1, 1983.
N.J. Stat. § 15A:7-2 — NJ Code / Title 15A / Chapter 7 / Section 7-2
Restrictions on transfer of memberships
Status: in_force

a. Memberships of a corporation shall be personal property and, unless otherwise provided in the certificate of incorporation or bylaws, are not transferable and terminate upon the death of the member. b. If memberships are transferable, any reasonable restriction on the transfer of memberships may be enforced against the members. The restrictions shall be valid only if imposed by the certificate of incorporation or bylaws or by a written agreement among any number of members. Unless noted conspicuously on the certificate or other written evidence representing memberships, a restriction shall not be valid against a person who becomes a member without actual knowledge of the restriction. c. In particular and without limitation of the generality of the power granted by subsection b. of this section to impose restrictions, a restriction on the transfer of memberships may be enforced, if it: (1) Obligates the member to offer to the corporation or to any other members a prior opportunity to acquire the membership; (2) Obligates the corporation to purchase the membership; (3) Requires the corporation to consent to any proposed transfer of the membership or to approve the proposed transferee; or (4) Prohibits the transfer of the membership to designated persons or classes of persons, and the designation is not manifestly unreasonable. d. If a restriction on transfer of memberships is held not to be authorized by the law of this State, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the membership at a price to be agreed upon by the parties, or if an agreement is not reached as to price, then at its fair value as determined by any court having jurisdiction. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court the findings and recommendations as to fair value. L.1983, c. 127, s. 15A:7-2, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-6 — NJ Code / Title 15A / Chapter 14 / Section 14-6
Powers of receiver; contempt of court
Status: in_force

If any person summoned to be examined pursuant to section 15A:14-5 shall refuse to be sworn, or to affirm, or to testify, or to answer a proper question, or to produce the books, papers, documents or tangible things demanded, or shall otherwise engage in misconduct, the Superior Court may, on motion, and after affording that person the opportunity to be heard, punish that person in the same manner as like failure is punishable in a case pending in the court. L.1983, c. 127, s. 15A:14-6, eff. Oct. 1, 1983.
N.J. Stat. § 15A:16-1 — NJ Code / Title 15A / Chapter 16 / Section 16-1
Acts saved from repeal.
Status: in_force

15A:16-1. The following are saved from repeal: R.S.15:1-6 is saved from repeal. This section deals with specially incorporated boards of trade; R.S.15:1-23 is saved from repeal. This section preserves certain nonprofit corporations in existence prior to July 4, 1898; R.S.15:5-1 to R.S.15:5-7 inclusive are saved from repeal. These sections provide for a procedure for owners to drain swamp and meadow grounds and provide assessments for their drainage; "An act to enable the owners of tide swamps and marshes to improve the same, and the owners of meadows already banked in and held by different persons, to keep the same in good repair," passed November 29, 1788, together with all amendments and supplements thereto which were saved from repeal by R.S.15:5-8 is saved from repeal; P.L.1957, c.201 (C.15:5-8(58)) is saved from repeal. This act supplements "An act to enable the owners of tide swamps and marshes to improve the same, and the owners of meadows already banked in and held by different persons, to keep the same in good repair," passed November 29, 1788; P.L.1880, c.163, entitled "An act for incorporation of companies for draining and improving meadows and lands overflowed by tide water," together with the supplements thereto, saved from repeal by R.S.15:5-9, is saved from repeal; "An act to enable two-thirds of the owners in value of any body or tract of salt marsh or meadow, within this State, using a common road to the fast land, to support the same," passed November 18, 1822 together with the supplement thereto, saved from repeal by R.S.15:5-10, is saved from repeal; P.L.1881, c. 146, entitled "An act to enable the owners of any island, or part thereof, to improve the same and to protect the same from damage by high tides," saved from repeal by R.S.15:5-11, is saved from repeal; R.S.15:8-4 is saved from repeal. This section provides for the appointment by a volunteer fire company of members to perform police duties, their qualifications, and their power to arrest offenders; R.S.15:8-5 is saved from repeal. This section provides for the issuance of exempt certificates to volunteer firemen on establishment of a paid fire department; R.S.15:8-7 is saved from repeal. This section provides for disposition of accumulated fire department funds on expiration of the charter of the volunteer fire department; R.S.15:11-7 and R.S.15:11-8 are saved from repeal. These sections deal with land acquisition rights of certain nonprofit corporations created for educational purposes, including the power to acquire by condemnation; R.S.15:13-3 is saved from repeal. This section deals with the taxability of patriotic societies; P.L.1969, c.291 (C.15:11-4.1) is saved from repeal. This section deals with trustees of certain colleges and universities created by special charter and authorizes the appointment or election of additional members to the board of trustees; P.L.1975, c.26, ss. 1 to 10 (C.15:18-15 to C.15:18-24 inclusive) are saved from repeal. These sections enacted the "Uniform Management of Institutional Funds Act"; P.L.1971, c.337, ss.1 to 6 (C.15:19-1 to C.15:19-6 inclusive) are saved from repeal. These sections deal with private foundations and split interest trusts as defined by the Internal Revenue Code of 1954, as amended and supplemented. amended 2014, c.69, s.4.
N.J. Stat. § 15A:11-1 — NJ Code / Title 15A / Chapter 11 / Section 11-1
Limitations on rights of dissenting members
Status: in_force

A member of a domestic corporation shall not have the right to dissent from any merger, consolidation, sale of assets, or amendment of the certificate of incorporation or bylaws, nor shall any member have the right to be paid the value of any membership held by the member of a domestic corporation effecting any transaction. The transaction shall not be enjoined, preliminarily or permanently, except upon a showing that the transaction is fraudulent or is fundamentally unfair to any member and, in the action, the member or members complaining thereof shall have the burden of showing fraud or fundamental unfairness. L.1983, c. 127, s. 15A:11-1, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-13 — NJ Code / Title 15A / Chapter 12 / Section 12-13
Discontinuance of action or special proceeding
Status: in_force

An action or special proceeding for the dissolution of a corporation may be discontinued at any stage when it is established that the cause for dissolution did not exist or no longer exists. In that event, the court shall dismiss the action or special proceeding and direct any receiver, appointed pursuant to this chapter, or other court appointed officer, to redeliver to the corporation all its remaining property. L.1983, c. 127, s. 15A:12-13, eff. Oct. 1, 1983.
N.J. Stat. § 15A:1-8 — NJ Code / Title 15A / Chapter 1 / Section 1-8
Repeal of prior acts
Status: in_force

The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not dissolve the corporation, and the corporation, its officers, trustees and members shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, trustees and members. L.1983, c. 127, s. 15A:1-8, eff. Oct. 1, 1983.
N.J. Stat. § 15A:15-2 — NJ Code / Title 15A / Chapter 15 / Section 15-2
Additional miscellaneous fees
Status: in_force

15A:15-2. Additional Miscellaneous Fees. The State Treasurer shall also charge and collect for: a. filing an application to reserve a specified corporate name and issuing a certificate of reservation $50.00 (1) if application is for first name available for corporate use among not more than three specified names $50.00 b. filing a notice of transfer of a reserved corporate name $50.00 c. filing an application by a foreign corporation to register its corporate name $50.00 d. filing an application by a foreign corporation to renew the registration of its corporate name $50.00 e. issuing a certificate of standing, including registered agent and registered office $25.00 f. issuing a certificate of standing, same as above, but including incorporators, officers and trustees $25.00 g. issuing a certificate of standing, listing charter documents $25.00 h. issuing a certificate of availability of corporate name (1 to 3 names) $25.00 i. filing a certificate of registration of alternate name $50.00 j. filing a certificate of renewal of registration of alternate name $50.00 k. filing a certificate of correction $50.00 l. corporate status reports--per name $5.00 L.1983, c.127, s.15A:15-2, eff. Oct. 1, 1983; amended 1987, c.435, s.13; 2002, c.34, s.24.
N.J. Stat. § 15A:5-2 — NJ Code / Title 15A / Chapter 5 / Section 5-2
Annual or biennial meeting of members
Status: in_force

a. If the certificate of incorporation or bylaws or other applicable law provides that some or all of the trustees shall be elected by the members, the certificate of incorporation or bylaws may provide that a meeting of the members of the corporation shall be held at least once every 2 years. If no provision for a required meeting of members is set forth in the certificate of incorporation or bylaws, then the meeting to elect the trustees shall be held annually. b. An annual or biennial meeting of the members shall be held at a time as may be provided in the bylaws, or as may be fixed by the board pursuant to authority granted in the bylaws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual or biennial meeting at the designated time, or to elect a sufficient number of trustees at that meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. If the annual or biennial meeting for election of trustees is not held on the date designated, the trustees shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual or biennial meeting for a period of 30 days after the date designated, or if no date has been designated for a period of 13 months after the organization of the corporation or after its last annual meeting, or 25 months after its last biennial meeting, as the case may be, the Superior Court may, upon the application of a member, summarily order the meeting or the election, or both, to be held at a time and place, upon notice and for the transaction of business as may be designated in the order. At any meeting ordered by the court called pursuant to this section, the members present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in the order. L.1983, c. 127, s. 15A:5-2, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-11 — NJ Code / Title 15A / Chapter 13 / Section 13-11
Conducting activities without certificate of authority
Status: in_force

a. A foreign corporation conducting activities in this State without a certificate of authority shall not maintain any action or proceeding in any court of this State, until the corporation obtains a certificate of authority. This prohibition shall apply to: (1) Any successor in interest of the foreign corporation, except any receiver, trustee in bankruptcy or other representative of creditors of the corporation; and (2) Any assignee of the foreign corporation, except an assignee for value who accepts an assignment without knowledge that the foreign corporation should have but has not obtained a certificate of authority in this State. b. The failure of a foreign corporation to obtain a certificate of authority to conduct activities in this State shall not impair the validity of any contract or act of the corporation, and shall not prevent the corporation from defending any action or proceeding in any court of this State. c. In addition to any other liabilities imposed by law, a foreign corporation which conducts activities in this State without a certificate of authority shall forfeit to the State a penalty of not less than $200.00, nor more than $1,000.00 for each calendar year from and after the effective date of this act in which it shall have conducted activities in this State without a certificate of authority, provided that the number of years for which a penalty may be forfeited shall not exceed five. The penalty shall be recovered with costs in an action prosecuted by the Attorney General. The court may proceed in the action in a summary manner or otherwise. d. The prohibitions of this section shall not be operative until 90 days after the effective date of this act. L.1983, c. 127, s. 15A:13-11, eff. Oct. 1, 1983.
N.J. Stat. § 15:19-5 — NJ Code / Title 15 / Chapter 19 / Section 19-5
Act not to impair power of courts and attorney general
Status: in_force

Nothing in this act shall impair the power conferred by law upon the courts or the Attorney General of this State with respect to any corporation subject to the provisions of this act. L.1971, c. 337, s. 5, eff. Dec. 13, 1971.
N.J. Stat. § 15A:10-9 — NJ Code / Title 15A / Chapter 10 / Section 10-9
Acquisition of shares or assets
Status: in_force

Nothing contained in this chapter shall limit the right of any corporation to acquire all or some of the shares or the assets of another domestic corporation, foreign corporation or corporate entity. The certificate of incorporation or bylaws may contain provisions which restrict or limit a corporation as to the acquisition of shares or assets. L.1983, c. 127, s. 15A:10-9, eff. Oct. 1, 1983.
N.J. Stat. § 15A:5-18 — NJ Code / Title 15A / Chapter 5 / Section 5-18
Proxy voting
Status: in_force

a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent by telegram or cable or its equivalent. A proxy shall not be valid for more than 11 months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after 3 years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the member but the proxy shall continue in force until revoked by the personal representative or guardian of the member. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member shall file written notice of revocation with the secretary of the meeting prior to the voting of the proxy. b. A person named in a proxy as the attorney or agent of a member may, if the proxy so provides, substitute another person to act in that person's place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation. L.1983, c. 127, s. 15A:5-18, eff. Oct. 1, 1983.
N.J. Stat. § 15:8-7 — NJ Code / Title 15 / Chapter 8 / Section 8-7
Disposition of accumulated fire department fund on expiration of charter
Status: in_force

When the volunteer fire department in any city has accumulated or shall accumulate a fire department fund for the benefit of said departments, such funds, on the expiration of the charters of said departments by limitation of law or otherwise, if the department maintains an existence as an exempt fire association, shall revert to and become the property of said exempt association as aforesaid.
N.J. Stat. § 15A:14-13 — NJ Code / Title 15A / Chapter 14 / Section 14-13
Liens by legal process
Status: in_force

a. Every lien against the property of a corporation shall be void if: (1) The lien is obtained by attachment, judgment, levy or other legal process; and (2) A receivership action against the corporation is commenced within 4 months after the date on which the lien was obtained, or if the lien is obtained after the commencement of the receivership action; and (3) The assets of the corporation are distributed in the receivership action. b. The property affected by any lien shall be discharged from the lien and shall pass to the receiver, but the court may order that lien to be preserved for the benefit of the corporation's creditors. The Superior Court may direct the conveyance of the property affected as may be proper or adequate to evidence title thereto of the receiver. The title of a bona fide purchaser of the property shall be valid, but, if the title is acquired otherwise than by a judicial sale held to enforce the lien, it shall be valid only to the extent of the present consideration paid for the property. L.1983, c. 127, s. 15A:14-13, eff. Oct. 1, 1983.
N.J. Stat. § 15:19-3 — NJ Code / Title 15 / Chapter 19 / Section 19-3
Certificate of incorporation; exclusion of provision by amendment
Status: in_force

The governing body of any corporation as herein defined may, without judicial proceedings, amend its certificate of incorporation to expressly exclude the provisions of section 2 of this act, by executing a certificate of amendment incorporating such exclusion and filing a copy thereof in the office of the Secretary of State of this State. Upon the filing of such amendment, the provisions of section 2 of this act shall not be applicable to such corporation. L.1971, c. 337, s. 3, eff. Dec. 13, 1971.
N.J. Stat. § 15A:13-9 — NJ Code / Title 15A / Chapter 13 / Section 13-9
Termination of existence of foreign corporation
Status: in_force

a. When a foreign corporation authorized to conduct business in this State is dissolved, or its authority or existence is otherwise terminated or cancelled in the jurisdiction of its incorporation, or it is merged into or consolidated with another corporation, there shall be filed in the office of the Secretary of State: (1) a certificate of the official of the jurisdiction of incorporation of the foreign corporation who has custody of the records pertaining to corporations, attesting to the occurrence of the event; or (2) a certified copy of an order or decree of a court of competent jurisdiction directing the dissolution of the foreign corporation, the termination of its existence, or the cancellation of its authority, together with a statement executed on behalf of the corporation of the post-office address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the certificate, order or decree and the statement of the post-office address, the Secretary of State shall issue a certificate of withdrawal with like effect as provided in subsection b. of section 15A:13-8 and shall notify the Attorney General of the action. c. The post-office address specified in subsection a. of this section may be changed from time to time in the same manner as is provided in subsection c. of section 15A:13-8. L.1983, c. 127, s. 15A:13-9, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-10 — NJ Code / Title 15A / Chapter 12 / Section 12-10
Certificate of dissolution; contents; approval
Status: in_force

Upon authorization of dissolution in the manner specified in this chapter, a certificate of dissolution shall be executed and an original and a copy of the certificate shall be filed in the office of the Secretary of State in accordance with the section of this act pursuant to which the dissolution is authorized. The Secretary of State shall forward the copy to the Attorney General. The certificate of dissolution shall set forth: a. The name of the corporation; b. The name of the registered agent of the corporation; c. The location of the registered office of the corporation; d. The name and address of each of its officers and trustees, which addresses shall be either the residence address of such person or other address where that person regularly receives mail and which is not the address of the corporation; e. The plan of dissolution; f. That the corporation elects to dissolve; g. The manner in which the dissolution was authorized; h. A statement that the liabilities of the corporation have been discharged, or that adequate provision has been made therefor, or that the assets of the corporation are not sufficient to discharge its liabilities, and that all the assets of the corporation have been fairly applied, to the extent possible, to pay the liabilities; i. If the dissolution is effected by the written consent of all its members pursuant to section 15A:12-3 or of all its trustees pursuant to section 15A:12-5, that the certificate has been signed in person or by proxy by all the members entitled to vote thereon or by all the trustees of the corporation; j. If the dissolution is effected pursuant to section 15A:12-4, the text of the board resolution authorizing dissolution, the date and place of the meeting of members called to vote upon the dissolution, the total number of members entitled to vote on the dissolution and the number of members present at the meeting, the number of votes voted for and voted against the dissolution and, where applicable, the number of votes in each class voted for and voted against the dissolution; k. If the dissolution is effected pursuant to section 15A:12-6, that the dissolution is effected pursuant to a provision of the certificate of incorporation and that the certificate is executed and filed by the person or persons authorized by the certificate of incorporation; l . If the dissolution is effected pursuant to section 15A:12-7, the fact that the corporation is dissolved because of expiration of the period of duration stated in its certificate of incorporation or bylaws; and m. A statement that the plan of dissolution and the distribution of assets has been approved by a judge of the Superior Court or by a governmental body or officer if such approval is required. L.1983, c. 127, s. 15A:12-10, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-8 — NJ Code / Title 15A / Chapter 13 / Section 13-8
Withdrawal of foreign corporation
Status: in_force

a. A foreign corporation authorized to conduct activities in this State may withdraw from this State upon procuring from the Secretary of State a certificate of withdrawal. In order to procure a certificate of withdrawal, the foreign corporation shall file in the office of the Secretary of State an original and a copy of an application for withdrawal, executed on behalf of the corporation, setting forth: (1) the name of the corporation and the jurisdiction of its incorporation; (2) that the corporation is not conducting activities in this State; (3) that the corporation surrenders its authority to conduct activities in this State; and (4) a post-office or street address within or without this State to which the Secretary of State may mail a copy of any process against the corporation that may be served on the Secretary of State. b. Upon the filing of the original and the copy of an application for withdrawal, the Secretary of State shall forward the copy to the Attorney General and shall issue to the corporation a certificate of withdrawal, whereupon: (1) the authority of the corporation to conduct activities in this State shall cease; (2) the authority of its registered agent in this State to accept service of any process against the corporation shall be deemed revoked; (3) the corporation shall be deemed to have irrevocably consented that service of process in any action or proceeding based upon any liability or obligation incurred by it within this State before the issuance of the certificate of withdrawal may thereafter be made on the corporation by service thereof on the Secretary of State or the person designated by the Secretary of State; and (4) the Secretary of State shall be charged with the duties and shall be entitled to receive fees with respect to any process which may be served hereunder on the Secretary of State or the chief clerk of the office of the Secretary of State, as is provided in N.J.S. 2A:15-26 to 2A:15-30. c. The post-office address specified in paragraph (4) of subsection a. of this section may be changed from time to time by filing in the office of the Secretary of State an original and a copy of a certificate executed on behalf of the corporation setting forth: (1) the name of the foreign corporation; (2) the jurisdiction of its incorporation; (3) the date of the issuance of its certificate of withdrawal by the Secretary of State; and (4) the changed post-office address. The Secretary of State shall forward the copy of the certificate to the Attorney General. L.1983, c. 127, s. 15A:13-8, eff. Oct. 1, 1983.
N.J. Stat. § 15A:12-18 — NJ Code / Title 15A / Chapter 12 / Section 12-18
Notice to creditors; filing claims
Status: in_force

a. At any time after a corporation has been dissolved, the corporation, or a receiver appointed for the corporation pursuant to this chapter, may give notice requiring all creditors to present their claims in writing. The notice shall be published three times, once in each of 3 consecutive weeks, in a newspaper of general circulation in the county in which the registered office of the corporation is located and shall state that all persons who are creditors of the corporation shall present written proof of their claims to the corporation or the receiver, as the case may be, at a place and on or before a date named in the notice, which date shall not be less than 6 months after the date of the first publication. b. On or before the date of the first publication of the notice as provided in subsection a. of this section, the corporation, or the receiver, as the case may be, shall mail a copy of the notice to each known creditor of the corporation. The giving of the notice shall not constitute recognition that any person to whom the notice is directed is a creditor of the corporation other than for the purpose of receipt of notice hereunder. c. As used in this section, "creditor" means all persons to whom the corporation is indebted, and all other persons who have claims or rights against the corporation, whether liquidated or unliquidated, matured or unmatured, direct or indirect, absolute or contingent, secured or unsecured. d. Proof of the publication and mailing authorized by this section shall be made by an affidavit filed in the office of the Secretary of State. L.1983, c. 127, s. 15A:12-18, eff. Oct. 1, 1983.
N.J. Stat. § 15:11-7 — NJ Code / Title 15 / Chapter 11 / Section 11-7
Acquisition of additional land by trustees of educational corporation
Status: in_force

The board of trustees of any corporation created by any law of this state for educational purposes and owning and maintaining grounds open to the public for park or recreation purposes shall have power and authority to purchase and take title to such lands as shall adjoin on three sides the land already owned by such corporation.
N.J. Stat. § 15A:2-6 — NJ Code / Title 15A / Chapter 2 / Section 2-6
Renewal of registered name
Status: in_force

A corporation which has a registration of its corporate name in effect may renew the registration by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between October 1 and December 31 in each year, and shall extend the registration for the following calendar year. L.1983, c. 127, s. 15A:2-6, eff. Oct. 1, 1983.
N.J. Stat. § 15A:13-2 — NJ Code / Title 15A / Chapter 13 / Section 13-2
Application of act to foreign corporations
Status: in_force

a. Foreign corporations which were duly authorized to conduct activities in this State prior to January 1, 1969, and which did not thereafter withdraw from this State and which remain so authorized on the effective date of this act, for a purpose or purposes for which a corporation might secure authority under this act, are deemed to be authorized to conduct activities under this act and shall be entitled to all the rights and privileges applicable to foreign corporations procuring certificates of authority to transact business in this State under this act; and from the time this act takes effect those corporations shall be subject to all the duties, restrictions, penalties and liabilities prescribed herein for foreign corporations procuring certificates of authority to transact business in this State under this act. b. A foreign corporation which receives a certificate of authority under this act shall, until a certificate of revocation or of withdrawal is issued as provided in this act, enjoy the same, but no greater, rights and privileges as a domestic corporation organized for the purposes set forth in the application pursuant to which the certificate of authority is issued; and, except as in this act otherwise provided, shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a domestic corporation of like character. c. A foreign corporation which conducts activities in this State without a certificate of authority under this act shall be subject to the same duties, restrictions, penalties and liabilities now or hereafter imposed upon a foreign corporation procuring a certificate of authority. L.1983, c. 127, s. 15A:13-2, eff. Oct. 1, 1983.
N.J. Stat. § 15A:14-25 — NJ Code / Title 15A / Chapter 14 / Section 14-25
Reorganization under act of congress; certificates
Status: in_force

When any plan of reorganization provides for any action to be taken, which, if taken pursuant to any provisions of this act, would require the filing of a certificate or other document in the office of the Secretary of State, the certificate or other document shall be executed on behalf of the corporation by the persons specified in subsection b. of section 15A:14-24 and shall be filed in the office of the Secretary of State. The certificate or other document shall recite that its making and filing are authorized pursuant to a plan of reorganization, and shall make reference to the proceeding in which the plan of reorganization was ordered or confirmed. L.1983, c. 127, s. 15A:14-25, eff. Oct. 1, 1983.