reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:6-15 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-15 - Officers

14A:6-15. Officers  (1) The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, one or more vice presidents, and such other officers as may be prescribed by the by-laws. Unless otherwise provided in the by-laws, the officers shall be elected by the board. (2) 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 such instrument is required by law or by the by-laws to be executed, acknowledged, or verified by two or more officers. (3) Any officer elected as herein provided shall hold office for the term for which he is so elected and until a successor is elected and has qualified, subject to earlier termination by removal or resignation. (4) All officers of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the by-laws, or as may be determined by resolution of the board not inconsistent with the by-laws. L.1968, c.350; amended by L.1973, c. 366, s. 29, eff. May 1, 1974.
NJ Rev Stat § 14A:6-16 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-16 - Removal and resignation of officers; filling of vacancies

14A:6-16. Removal and resignation of officers; filling of vacancies  (1) Any officer elected by the board may be removed by the board with or without cause. An officer elected by the shareholders may be removed, with or without cause, only by vote of the shareholders but his authority to act as an officer may be suspended by the board for cause. The removal of an officer shall be without prejudice to his contract rights, if any. Election of an officer shall not of itself create contract rights.  (2) An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at such subsequent time as shall be specified in the notice of resignation.  (3) Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the by-laws. In the absence of such provision, any vacancy shall be filled by the board.  L.1968, c.350; amended 1988,c.94,s.34.
NJ Rev Stat § 14A:6-17 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-17 - Bonds; facsimile signatures and seals

14A:6-17. Bonds; facsimile signatures and seals  The seal of the corporation and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent of a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon such bond or coupon shall have ceased to be such officer or agent before such bond is issued, it may be issued by the corporation with the same effect as if he were such officer or agent at the date of its issue.  L.1968, c.350.
NJ Rev Stat § 14A:7-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-1 - Authorized shares

14A:7-1. Authorized shares  (1) Each corporation shall have power to create and issue the number of shares stated in its certificate of incorporation. Such shares may consist of one class or may be divided into two or more classes and any class may be divided into one or more series. Each class and series may have such designation and such relative voting, dividend, liquidation and other rights, preferences, and limitations as shall be stated in the certificate of incorporation, except that all shares of the same class shall be either without par value or shall have the same par value. Each class and series shall be designated so as to distinguish its shares from those of every other class and series. (2) In particular, and without limitation upon the general power granted by subsection 14A:7-1(1), a corporation, when so authorized in its certificate of incorporation, may issue classes of shares and series of shares of any class (a) entitling the holders thereof to cumulative, non-cumulative or partially cumulative dividends; (b) entitling the holders thereof to receive dividends payable on a parity with or in preference to the dividends payable on any other class or series; (c) entitling the holders thereof to preferential rights upon the liquidation of, or upon any distribution of the assets of, the corporation; (d) convertible as provided in section 14A:7-9; (e) redeemable as provided in section 14A:7-6; (f) lacking voting rights or having limited voting rights or enjoying special or multiple voting rights.  L.1968, c.350.
NJ Rev Stat § 14A:7-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-4 - Consideration for shares

14A:7-4. Consideration for shares  (1) Subject to any restriction contained in the certificate of incorporation, shares may be issued for such consideration as shall be fixed from time to time by the board or as shall be determined in accordance with a general formula or at not less than such minimum consideration as the board shall authorize.  (2) The shareholders may reserve in the certificate of incorporation the right to fix the consideration to be received for shares. If such right is reserved as to any shares, the shareholders shall either fix the consideration to be received for such shares or authorize the board to fix such consideration.  (3) (Deleted by amendment, P.L. 1988, c. 94.)  (4) (Deleted by amendment, P.L. 1988, c. 94.)  (5) (Deleted by amendment, P.L. 1988, c. 94.)  (6) A good faith judgment of the board of directors or the shareholders, as the case may be, as to the value of the consideration is conclusive.  L.1968, c.350; amended 1988,c.94,s.36.
NJ Rev Stat § 14A:7-5 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-5 - Payment for shares; nonassessability

14A:7-5. Payment for shares; nonassessability  (1) Subject to any restrictions contained in the certificate of incorporation, the consideration for the issuance of shares may be paid, in whole or in part, in: (a) money, (b) real property,(c) tangible or intangible personal property, including stock of another corporation, and obligations of the subscriber or of another person, whether secured or unsecured, (d) labor or services actually performed for the corporation or in its formation, or (e) labor or services to be performed in the future for the corporation. A new employee's termination of employment with a prior employer or the employee's acceptance of employment with the corporation is adequate consideration for the issuance of shares.  (2) When payment of the full consideration for which shares are to be issued is made, the subscriber shall thereupon become entitled to all the rights and privileges of a holder of such shares, including the registration in his name of a certificate representing them, and such shares shall be fully paid and nonassessable.  L.1968, c.350; amended 1973,c.366,s.32; 1988,c.94,s.37.
NJ Rev Stat § 14A:7-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-6 - Redeemable shares

14A:7-6. Redeemable shares  (1) A corporation may provide in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the corporation in cash, its bonds or other property, at such price or prices, within such period or periods, and under such conditions as are stated in the certificate of incorporation. A sinking fund may be created for the redemption of any class or series of redeemable shares. (2) A corporation which is an open-end investment company, as defined in an Act of Congress entitled "Investment Company Act of 1940," as amended or supplemented, or any act adopted in substitution therefor, may, if its certificate of incorporation so provides and upon compliance with that act, issue shares which are redeemable at the option of the holder at a price approximately equal to the shares' proportionate interest in the net assets of the corporation, and a shareholder may compel redemption of such shares in accordance with their terms.  (3) A corporation may provide, in its certificate of incorporation for one or more classes or series of shares which are redeemable, in whole or in part, at the option of the shareholder. Subject to the restrictions imposed by section 14A:7-16, such shares may be redeemable in cash, bonds of the corporation or other property, at such price or prices, as are fixed, or established by formula, within such period or periods and under such conditions as are stated in the certificate of incorporation, and such shares may also be redeemable at the option of the corporation, as provided in subsection 14A:7-6(1). If any shares redeemable at the option of the shareholder are outstanding, the certificate of incorporation may be amended to delete or limit the provisions concerning redeemability with respect to those outstanding shares only with the unanimous approval of the holders of those shares. The provisions of this subsection shall not be applicable to an open-end investment company.  (4) (Deleted by amendment, P.L. 1988, c. 94.)  L.1968, c.350; amended 1969,c.102,ss.8,17; 1973,c.366,s.33; 1988,c.94,s.38.
NJ Rev Stat § 14A:7-7 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-7 - Share rights and options

14A:7-7. Share rights and options  14A:7-7. Share rights and options. (1) Subject to any provisions in respect thereof set forth in its certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may create and issue, whether or not in connection with the issuance and sale of any of its shares or bonds, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series for such consideration and upon such terms and conditions as may be fixed by the board. Such rights or options shall be evidenced in such manner as the board shall approve and, without limiting the generality of the foregoing, may be evidenced by warrants attached to or forming part of bond instruments or share certificates or existing independently thereof. The instruments evidencing such rights or options shall set forth or incorporate by reference the terms and conditions of their exercise, including the time or times, which may be limited or unlimited in duration, within which, and the price or prices at which such shares may be purchased from the corporation, and any limitations on the transferability of any such right or option. The rights or options may contain provisions which adjust the rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence. The consideration for shares to be purchased upon the exercise of any such right or option shall comply with the requirements of sections 14A:7-4 and 14A:7-5. A good faith judgment of the board as to the adequacy of the consideration received for such rights or options is conclusive.  (2) (Deleted by amendment, P.L.1988, c.94.) (3) Notwithstanding N.J.S.14A:7-1 and N.J.S.14A:7-2 and any other provision of chapter 7 of Title 14A of the New Jersey Statutes, and unless otherwise provided in the certificate of incorporation in effect before the authorization and issuance of the rights or options, a corporation may before, on or after the effective date of this 1989 amendatory act, authorize and issue rights or options which include conditions that prevent the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder, from exercising those rights or options or which invalidate any rights or options beneficially owned by the holder of a specified percentage of the outstanding shares of the corporation, including subsequent transferees of the holder.  L.1968, c.350; amended 1969,c.102,ss.9,17; 1973,c.366,s.34; 1988,c.94,s.39; 1989,c.107,s.1.
NJ Rev Stat § 14A:7-8.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-8.1 - Par value of shares and stated capital.

14A:7-8.1. Par value of shares and stated capital.  (1) Unless otherwise provided in the certificate of incorporation, all shares shall have no par value and no stated capital shall be required to be maintained.  (2) A corporation in its certificate of incorporation may specify a par value for any class or series of its shares, may require that a specified stated capital be maintained, or may impose any other capitalization requirements. A corporation which specifies in its certificate of incorporation the par value for its shares or a specified stated capital shall not be subject to any limitations on distributions other than those set forth in section 14A:7-14.1, unless other restrictions are set forth in the certificate of incorporation.  (3) If for any reason the laws of this State or those of any other jurisdiction require that the par value of shares or stated capital of a corporation be ascertained, then solely for that purpose a domestic corporation which has not otherwise made express provision therefor in its certificate of incorporation shall be deemed to have declared and be entitled to declare that its capital stock has a par value of one mill per share and a stated capital of one mill times the number of shares then outstanding.  (added) 1988,c.94,s.40.
NJ Rev Stat § 14A:7-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-9 - Convertible shares and bonds.

14A:7-9. Convertible shares and bonds.  (1) When so provided in its certificate of incorporation, a corporation may issue shares of any class or series convertible, at the option of the holder or of the corporation or both, into shares of any other class or classes or of any series of the same or any other class or classes.  (2) Unless otherwise provided in its certificate of incorporation, a corporation may issue bonds convertible, at the option of the holder or of the corporation or both, into shares of any class or classes or of any series of any class or classes, upon such terms and conditions as may be fixed by the board. The bond instrument shall set forth or incorporate by reference the terms and conditions of the conversion privilege.  (3) No issue of shares or bonds convertible into shares of the corporation shall be made unless a sufficient number of shares of the appropriate class or classes or series, either authorized but unissued or treasury shares, are reserved by the board to be issued or disposed of only in satisfaction of the conversion privileges of the convertible shares or bonds being issued.  (4) If there is shareholder approval of the issue of shares or bonds convertible into shares of the corporation, such approval may provide that the board is authorized upon such issue to increase the authorized shares of any class or series to such number as will be not more than sufficient, when added to the previously authorized but unissued shares of such class or series, to satisfy the conversion privileges of the convertible shares or bonds being issued. The board, when so authorized, may increase the authorized shares of the corporation by filing a certificate of amendment to the certificate of incorporation. The certificate shall be executed on behalf of the corporation and shall set forth  (a) The name of the corporation; (b) The date of adoption of the amendment; (c) The amendment so adopted; (d) That the amendment is made pursuant to authority granted by the shareholders in connection with shareholder approval of the issue of shares or bonds of the corporation convertible into the shares being authorized by the amendment; and (e) The designation of the convertible shares or bonds and the date of such shareholder approval. (5) (Deleted by amendment, P.L. 1988, c. 94.) (6) (Deleted by amendment, P.L. 1988, c. 94.) (7) When bonds have been converted, they shall be cancelled and not reissued. The disposition of converted shares is provided for in section 14A:7-18.  L.1968, c.350; amended 1988,c.94,s.41.
NJ Rev Stat § 14A:7-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-10 - Expenses of organization, reorganization and financing

14A:7-10. Expenses of organization, reorganization and financing  The reasonable charges and expenses of organization or reorganization of a corporation, and the reasonable expenses of and compensation for the sale or underwriting of its shares, may be paid or allowed by such corporation out of the consideration received by it in payment for its shares without thereby rendering such shares assessable or not fully paid.  L.1968, c.350.
NJ Rev Stat § 14A:7-13 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-13 - Issuance of fractional shares or scrip

14A:7-13. Issuance of fractional shares or scrip  Unless otherwise provided in its certificate of incorporation, a corporation may, but shall not be obliged to, issue fractions of a share and certificates therefor. By action of its board, a corporation may, in lieu of issuing fractional shares, pay cash equal to the value of such fractional share, or issue scrip in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip aggregating a full share. A certificate for a fractional share shall entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any distribution of assets of the corporation in the event of liquidation, but scrip shall not entitle the holder to exercise such voting rights, receive dividends or participate in any such distribution of assets unless such scrip shall so provide. All scrip shall be issued subject to the condition that it shall become void if not exchanged for certificates representing full shares before a specified date. If such scrip is not so exchanged, the corporation shall either sell the shares for which such scrip was exchangeable and distribute the proceeds thereof pro rata to the holders of such scrip, or pay, pro rata, to the holders of such scrip the market value of the shares for which such scrip was exchangeable as of the day when such scrip became void. L.1968, c.350; amended by L.1973, c. 366, s. 37, eff. May 1, 1974.
NJ Rev Stat § 14A:7-14.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-14.1 - Limitations on distributions to shareholders

14A:7-14.1. Limitations on distributions to shareholders  (1) "Distribution" means a direct or indirect transfer of money or other property (except its own shares) or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a dividend, a purchase, redemption or other acquisition of its shares, or otherwise.  (2) A corporation may not make a distribution if, after giving effect thereto, either:  (a) The corporation would be unable to pay its debts as they become due in the usual course of its business; or  (b) The corporation's total assets would be less than its total liabilities.  (3) Determinations under paragraph 14A:7-14.1(2)(b) may be based upon (i) financial statements prepared on the basis of generally accepted accounting principles, (ii) financial statements prepared on the basis of other accounting practices and principles that are reasonable in the circumstances, or (iii) a fair valuation or other method that is reasonable in the circumstances.  (4) In the case of a purchase, redemption or other acquisition by a corporation of its own shares, the effect of a distribution shall be measured as of the earlier of (i) the date money or other property is transferred or debt is incurred by the corporation, or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares. In all other cases, the effect of a distribution shall be measured (i) as of the date of its authorization if payment occurs 120 days or less following the date of authorization, or (ii) as of the date of payment if payment occurs more than 120 days following the date of authorization.  (5) A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section shall not be subordinated to the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.  (added) 1988,c.94,s.44.
NJ Rev Stat § 14A:7-15 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-15 - Authority to pay dividends

14A:7-15. Authority to pay dividends  (1) Subject to any restrictions contained in the certificate of incorporation and to the provisions of section 14A:7-14.1, a corporation may, from time to time, by resolution of its board, pay dividends on its shares in cash, in its own shares, in its bonds or in other property, including the shares or bonds of other corporations.  (2) (Deleted by amendment, P.L. 1988, c. 94.) (3) (Deleted by amendment, P.L. 1988, c. 94.) (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) Unless the certificate of incorporation otherwise provides, a dividend may be paid in shares having a preference in the assets of the corporation upon liquidation, whether or not the net assets at the time of the share dividend are less than the aggregate amount of such prior and newly created preferences.  (6) (Deleted by amendment, P.L. 1988, c. 94.) L.1968, c.350; amended 1988,c.94,s.45.
NJ Rev Stat § 14A:7-16 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-16 - Acquisitions of a corporation's own shares

14A:7-16. Acquisitions of a corporation's own shares  14A:7-16. Acquisitions of a corporation's own shares. (1) Subject to the provisions of section 14A:7-14.1, a corporation may acquire its own shares. (2) (Deleted by amendment, P.L.1988, c.94.) (3) (Deleted by amendment, P.L.1988, c.94.) (4) (Deleted by amendment, P.L.1988, c.94.) (5) No acquisition of its own shares shall be made by a corporation (a) Contrary to any restrictions contained in the certificate of incorporation; (b) (Deleted by amendment, P.L.1988, c.94.) (c) Unless after such acquisition there remain outstanding one or more classes or series of shares possessing, among them collectively, voting rights and unlimited residual rights as to dividends and distribution of assets on liquidation; or (d) In the case of redeemable shares and within the period of their redeemability, at a price greater than the applicable redemption price plus, in the case of shares entitled to cumulative dividends, the dividends which would have accrued to the next dividend date following the date of acquisition. (6) (Deleted by amendment, P.L.1988, c.94.) (7) Unless the certificate of incorporation otherwise provides, a corporation may acquire its shares whether or not the net assets remaining after the transaction are less than the aggregate amount of the preferences of outstanding shares in the assets of the corporation upon liquidation. (8) In connection with an agreement to acquire its shares, a corporation may grant a security interest in the acquired shares to secure an obligation to pay for the acquisition. The shares shall not be deemed to be reacquired by the corporation and cancelled on its books until the obligation of the corporation is fully paid or discharged. (9) A corporation may acquire or agree to acquire its shares, notwithstanding that the acquisition would constitute a distribution prohibited under section 14A:7-14.1, if all or part of the purchase price is deferred until such time as the payment would not constitute a prohibited distribution. L.1968, c.350; amended 1988,c.94,s.47; 1995,c.279,s.9.