reglab/housing_qa huggingface dataset:
NJ Rev Stat § 15A:7-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:7-2 - Restrictions on transfer of memberships

15A:7-2. Restrictions on transfer of memberships  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.
NJ Rev Stat § 15A:8-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:8-1 - Employee benefit plans

15A:8-1. Employee benefit plans  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.
NJ Rev Stat § 15A:8-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:8-2 - Formulation of plans

15A:8-2. Formulation of plans  The board alone, by affirmative vote of a majority of the entire board, may adopt any plan described in section 15A:8-1 and may include provisions therein as the board may deem advisable. L.1983, c. 127, s. 15A:8-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:8-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:8-3 - Amendment or termination of plans

15A:8-3. Amendment or termination of plans  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.
NJ Rev Stat § 15A:8-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:8-4 - Trust funds for employees; creation; maintenance and administration

15A:8-4. Trust funds for employees; creation; maintenance and administration  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.
NJ Rev Stat § 15A:8-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:8-5 - Continuation of trust; law against perpetuities inapplicable

15A:8-5. Continuation of trust; law against perpetuities inapplicable  The period for which any trust may be created and maintained may be as long as may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and a trust fund shall not be subject to or held to be in violation of any principle of law against perpetuities or restraints on alienation or perpetual accumulations of trusts. L.1983, c. 127, s. 15A:8-5, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:9-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:9-1 - Amendment of certificate of incorporation

15A:9-1. Amendment of certificate of incorporation  a. A corporation may amend its certificate of incorporation from time to time in any and as many respects as may be desired as long as the amendment contains only those provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making the amendment. b. In particular, and without limitation upon the general power of amendment granted by subsection a. of this section, a corporation may amend its certificate of incorporation: (1) To change its corporate name; (2) To enlarge, limit or otherwise change its corporate purposes or powers; (3) To provide for expansion or limitation on eligibility requirements for membership; (4) To increase or decrease the number of trustees or their powers; (5) To create new classes of members, to divide any class of members into one or more classes of members, and to transfer members from one class to another; (6) To become a corporation with members or without members; (7) To extend its period of duration; or (8) To strike out, change or add any provision not inconsistent with law for the management and conduct of the affairs of the corporation, or creating, defining, limiting and 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. L.1983, c. 127, s. 15A:9-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:9-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:9-2 - Procedure to amend certificate of incorporation

15A:9-2. Procedure to amend certificate of incorporation  a. Before the organization meeting of the board of trustees, the incorporators may amend the certificate of incorporation by complying with subsection a. of section 15A:9-4. b. An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in chapter 10 of this act. c. An amendment of the certificate of incorporation of a corporation not having any members entitled to vote thereon shall be approved upon receipt of the affirmative vote of two-thirds of those trustees present at a meeting called for the purpose of considering and voting upon the proposed amendment unless the vote of a greater number is required by the certificate of incorporation or bylaws. Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4. d. All other amendments of the certificate of incorporation shall be made in the following manner: (1) The board of trustees shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the members; (2) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of members; (3) At the meeting, a vote of members entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted 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 of members 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 subsection shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12; (4) Any number of amendments may be acted upon at one meeting; (5) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4. L.1983, c. 127, s. 15A:9-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:9-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:9-3 - Class voting on amendments

15A:9-3. Class voting on amendments  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.
NJ Rev Stat § 15A:9-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:9-4 - Certificate of amendment

15A:9-4. Certificate of amendment  a. If the amendment is made as provided by subsection a. of section 15A:9-2, a certificate of amendment shall, subject to subsection c. of section 15A:2-7, be signed by all incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by the unanimous consent of the incorporators before the organization meeting of the board of trustees. b. If the amendment is made as provided by subsection c. or d. of section 15A:9-2, a certificate of amendment shall be executed on behalf of the corporation and shall set forth: (1) the name of the corporation; (2) the amendment so adopted; (3) whether the corporation has or does not have members; (4) the date of the adoption of the amendment by the trustees if the corporation has no members entitled to vote thereon, or by the members, whichever is applicable; (5) if the corporation has no members entitled to vote thereon, the number of trustees of the corporation and either the number of trustees voting for and against the amendment, respectively, and the number of trustees present at the meeting or that the amendment was adopted by the unanimous written consent of the trustees without a meeting; (6) if applicable, the number of members entitled to vote thereon and either the number of members voting for and against the amendment, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the amendment, respectively, and the number of members present at the meeting; or that the amendment was adopted by the unanimous written consent of the members without a meeting; and (7) if, pursuant to subsection c. of this section, the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective. c. An original and one copy of each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at a later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:9-4, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:9-6 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:9-6 - Abandonment of amendment or restated certificate

15A:9-6. Abandonment of amendment or restated certificate  Prior to the effective date of an amendment of a certificate of incorporation or of a restated certificate for which the approval of members is required by this act, the amendment or the restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the members approving the amendment or the restated certificate or in any resolution subsequently adopted by the members. Prior to the effective date of an amendment of a certificate of incorporation or of a restated certificate for which the approval of members is not required by this act, the amendment or restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the trustees approving the amendment or the restated certificate, or in any resolution subsequently adopted by the board. If a certificate of amendment or a restated certificate 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 state that the amendment or the restated certificate has been abandoned in accordance with the provisions set forth in the resolution therefor and shall specify whether the resolution was adopted by the board or the members and the date of adoption of the resolution. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:9-6, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-1 - Procedure for merger

15A:10-1. Procedure for merger  a. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this act. b. The board of each corporation shall approve a plan of merger setting forth: (1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation; (2) the terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be affected by the merger; (3) the manner and basis of converting the membership of each corporation, in whole or in part, into memberships or obligations of the surviving corporation, or into cash or other property; (4) Any other provisions with respect to the proposed merger as are deemed necessary or desirable. L.1983, c. 127, s. 15A:10-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-2 - Procedure for consolidation

15A:10-2. Procedure for consolidation  a. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this act. b. The board of each corporation shall approve a plan of consolidation setting forth: (1) the names of corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation; (2) the terms and conditions of the proposed consolidation; (3) the manner and basis of converting the memberships of each corporation, in whole or in part, into memberships or obligations of the new corporation or into cash or other property; (4) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and (5) any other provisions with respect to the proposed consolidation as are deemed necessary or desirable. L.1983, c. 127, s. 15A:10-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:10-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-3 - Approval by corporation not having members entitled to vote

15A:10-3. Approval by corporation not having members entitled to vote  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.
NJ Rev Stat § 15A:10-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-4 - Approval by members

15A:10-4. Approval by members  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.
NJ Rev Stat § 15A:10-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:10-5 - Certificate of merger or consolidation

15A:10-5. Certificate of merger or consolidation  a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth: (1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation; (2) the plan of merger or the plan of consolidation; (3) as to each corporation without members entitled to vote thereon: (a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and (b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting; (4) as to each corporation having members entitled to vote thereon: (a) the number of members entitled to vote on such plan, (b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class, (c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting; (5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General. L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.