reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:3-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-2 - Ultra vires transactions

14A:3-2. Ultra vires transactions  No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be asserted: (a) In a proceeding by a shareholder against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding and if it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained. (b) In a proceeding by the corporation, whether acting directly or through a receiver, trustee, or other legal representative, or through shareholders in a representative suit, against the incumbent or former officers or directors of the corporation. (c) In a proceeding by the Attorney General, as provided in this act, to dissolve the corporation, or in a proceeding by the Attorney General to enjoin the corporation from the transaction of unauthorized business.  L.1968, c.350.
NJ Rev Stat § 14A:3-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-3 - Guaranty not in furtherance of business interest

14A:3-3. Guaranty not in furtherance of business interest  (1) A corporation may give a guaranty not in furtherance of its direct or indirect business interests only when authorized at a meeting of shareholders by the affirmative vote of all of the votes cast by the holders of each class and series of shares entitled to vote thereon. If authorized by such a vote, the guaranty may be secured by a mortgage of or a security interest in all or any part of the corporate property, or any interest therein, wherever situated.  (2) Nothing in subsection 14A:3-3(1) shall be deemed to diminish the rights, if any, of the corporation's creditors.  L.1968, c.350; amended 1973,c.366,s.7; 1988,c.94,s.11.
NJ Rev Stat § 14A:3-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-4 - Contributions by corporations

14A:3-4. Contributions by corporations  (1) Any corporation organized for any purpose under any general or special law of this State, unless otherwise provided in its certificate of incorporation or by-laws, shall have power, irrespective of corporate benefit, to aid, singly or in cooperation with other corporations and with natural persons, in the creation or maintenance of institutions or organizations engaged in community fund, hospital, charitable, philanthropic, educational, scientific or benevolent activities or patriotic or civic activities conducive to the betterment of social and economic conditions, and the board may authorize the making of contributions for those purposes in money, securities, including shares of the corporation, or other property, in such reasonable amounts as the board may determine; provided, that a contribution shall not be authorized hereunder if at the time of the contribution or immediately thereafter the donee institution shall own more than 10% of the voting stock of the donor corporation or one of its subsidiaries.  (2) The provisions of this section shall not be construed as directly or indirectly minimizing or interpreting the rights and powers of corporations, as heretofore existing, with reference to appropriations, expenditures or contributions of the nature above specified.  L.1968, c.350.; amended 1988, c. 94, s. 12.
NJ Rev Stat § 14A:3-6.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.1 - Definitions relative to derivative proceedings and shareholder class actions.

14A:3-6.1 Definitions relative to derivative proceedings and shareholder class actions.  1. As used in this section: "Derivative proceeding" means a civil suit in the right of a domestic corporation. "Shareholder" includes a beneficial owner whose shares are held in a voting trust or held by a nominee on the beneficial owner's behalf. "Shareholder class action" means a civil suit by a shareholder against a domestic corporation or its directors or officers which alleges a breach of any duty by the directors or officers or the corporation which is imposed in whole or in part by statutory or common law of the State of New Jersey and seeks a right, remedy, or damages on behalf of a class of the domestic corporation's shareholders. L.2013, c.42, s.1.
NJ Rev Stat § 14A:3-6.2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.2 - Conditions for commencing, maintaining proceeding.

14A:3-6.2 Conditions for commencing, maintaining proceeding.  2. A shareholder may not commence or maintain a derivative proceeding unless the shareholder: (1) was a shareholder of the corporation at the time of the act or omission complained of or became a shareholder through transfer by operation of law from one who was a shareholder at that time and remains a shareholder throughout the derivative proceeding; and (2) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation. L.2013, c.42, s.2.
NJ Rev Stat § 14A:3-6.3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.3 - Actions taken before commencing proceeding.

14A:3-6.3 Actions taken before commencing proceeding.  3. No shareholder may commence a derivative proceeding until: (1) a written demand has been made upon the corporation to take suitable action; and  (2) 90 days have expired from the date the demand was made unless the shareholder has earlier been notified that the demand has been rejected by the corporation or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. L.2013, c.42, s.3.
NJ Rev Stat § 14A:3-6.4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.4 - Stay of proceeding.

14A:3-6.4 Stay of proceeding.  4. If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding as the court deems appropriate. L.2013, c.42, s.4.
NJ Rev Stat § 14A:3-6.6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.6 - Court's approval required.

14A:3-6.6 Court's approval required.  6. A derivative proceeding or a shareholder class action may not be discontinued or settled without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the corporation's shareholders or a class of shareholders, the court shall direct that notice be given to the shareholders affected. L.2013, c.42, s.6.
NJ Rev Stat § 14A:3-6.7 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.7 - Termination of derivative proceeding, shareholder class action.

14A:3-6.7 Termination of derivative proceeding, shareholder class action.  7. On termination of a derivative proceeding or a shareholder class action the court may:  (1) order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation; (2) order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without the exercise of reasonable diligence by the plaintiff or without reasonable cause or for an improper purpose; or (3) order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needlessly increase the cost of litigation. L.2013, c.42, s.7.
NJ Rev Stat § 14A:3-6.8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.8 - Security for reasonable expenses.

14A:3-6.8 Security for reasonable expenses.  8. In any derivative proceeding or shareholder class action instituted by a shareholder or shareholders holding less than 5% of the outstanding shares of any class or series of the corporation, unless the shares have a market value in excess of $250,000, the corporation in whose right the action is brought shall be entitled at any time before final judgment to require the plaintiff or plaintiffs 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. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervener, as of the date that the intervener becomes a party to the action. The corporation shall have recourse to that security in that amount which the court having jurisdiction shall determine upon the termination of the action in accordance with section 7 of P.L.2013, c.42 (C.14A:3-6.7). L.2013, c.42, s.8.
NJ Rev Stat § 14A:3-6.9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:3-6.9 - Applicability.

14A:3-6.9 Applicability.  9. In any derivative proceeding or shareholder class action against a corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq.: a. Except for sections 7 and 8 of P.L.2013, c.42 (C.14A:3-6.7 and 6.8), which must be expressly made applicable by the corporation's certificate of incorporation, the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) shall apply to actions brought in state or federal court both within and outside of the State of New Jersey; and b. The provisions of the corporation's certificate of incorporation may vary the applicability or effect of the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) on that corporation. L.2013, c.42, s.9; amended 2017, c.362, s.1.
NJ Rev Stat § 14A:4-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:4-1 - Registered office and registered agent

14A:4-1. Registered office and registered agent  (1) Every corporation organized for any purpose under any general or special law of this State and every foreign corporation authorized to transact business in this State shall continuously maintain a registered office in this State, and a registered agent having a business office identical with such registered office. (2) The registered office may be, but need not be, the same as a place of business of the corporation which it serves. (3) The registered agent may be a natural person of the age of 18 years or more, or a domestic corporation or a foreign corporation authorized to transact business in this State, whether or not any such agent corporation is organized for a purpose or purposes for which a corporation may be organized under this act. (4) The designation of a principal or registered office in this State and of a registered agent in charge thereof by any corporation of this State or by any foreign corporation authorized to transact business in this State, as in force on the effective date of this act, shall continue with like effect as if made hereunder until changed pursuant to this act. L.1968, c.350; amended by L.1973, c. 366, s. 10, eff. May 1, 1974.
NJ Rev Stat § 14A:4-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:4-2 - Function of registered agent and office; service of process, notice or demand

14A:4-2. Function of registered agent and office; service of process, notice or demand  (1) Every registered agent shall be an agent of the corporation which has appointed him, upon whom process against the corporation may be served.  (2) Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to transact business in this State, its officers or directors, such notice or demand may be sent by mail or otherwise, as the law may require or permit, to the registered office of the corporation in this State, and such notice so given or demand so made shall be sufficient notice or demand.  (3) The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon such corporation, its officers or directors.  (4) (Deleted by amendment, P.L. 1988, c. 94.)  L.1968, c.350; amended 1969,c.102,ss.2,17; 1988,c.94,s.14.
NJ Rev Stat § 14A:4-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:4-3 - Change of registered office or registered agent

14A:4-3. Change of registered office or registered agent  14A:4-3. Change of registered office or registered agent. (1) A domestic corporation or a foreign corporation authorized to transact business in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be. (2) Such corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth (a) the name of the corporation; (b) if the registered agent is not being changed, the name of the registered agent; (c) if the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent; (d) if the registered office is not being changed, the address of the then registered office; (e) if the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office; (f) that the address of its registered office and the address of its registered agent will be identical after the change; and (g) that the change in registered office, or registered agent, or both, is made pursuant to resolution of the board. (3) The registered agent of one or more domestic or foreign corporations may change the registered office of such corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by such agent and setting forth (a) the names of all the corporations whose registered offices are being changed and for which he or it is the registered agent, listed in alphabetical order; (b) the address of the registered office of each such corporation immediately prior to the change, and the address of the new registered office; (c) that the address of the registered office of each such corporation and the address of its registered agent will be identical after the change; and (d) a statement that at least 20 days' prior notice of the change has been given to each such corporation in writing. The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of such filing or at such later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate. (4) (Deleted by amendment, P.L.1997, c.139.) L.1968, c.350; amended 1969, c.102, ss.3,17; 1971, c.253, s.1; 1977, c.34, s.1; 1997, c.139, s.1.
NJ Rev Stat § 14A:4-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:4-4 - Resignation of registered agent

14A:4-4. Resignation of registered agent  14A:4-4. Resignation of registered agent. (1) The registered agent of a domestic corporation or a foreign corporation authorized to transact business in this State may resign by complying with the provisions of this section.  (2) The registered agent shall serve a notice of resignation by certified mail, return receipt requested, upon the president, or any vice president, or the secretary or treasurer of the corporation at the address last known to the agent, and shall make an affidavit of such service. The notice shall also advise the recipient of the requirements of subsection 14A:4-3(1). If such service cannot be made, the affidavit shall so state, and shall state briefly why such service cannot be made. The affidavit, together with a copy of the notice of resignation, shall be filed in the office of the Secretary of State.  (3) Such resignation shall become effective upon the expiration of 30 days after the filing in the office of the Secretary of State of the affidavit under this section or upon the designation by the corporation of a new registered agent pursuant to this act, whichever is earlier. If the corporation fails to designate a new registered agent within said 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State.  (4) (Deleted by amendment, P.L.1997, c.139.) L.1968, c.350; amended 1988, c.94, s.15; 1997, c.139, s.2.
NJ Rev Stat § 14A:4-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:4-6 - Complete address required

14A:4-6. Complete address required  On or after the effective date of this 1989 amendatory and supplementary act, whenever the address of a registered office is required to be provided on any document under the provisions of chapter 4 of Title 14A of the New Jersey Statutes, the complete address shall be provided, including the number and street location and, if applicable, the post office box number. If the complete address has not been previously filed with the Secretary of State, it shall be provided by completion of a change of address form to be approved and made available by the Annual Reports Section of the Division of Commercial Recording in the Department of State.  L.1989,c.175,s.2.
NJ Rev Stat § 14A:5-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-1 - Place of shareholders' meetings.

14A:5-1 Place of shareholders' meetings.  14A:5-1. Place of shareholders' meetings. (1) Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State may, unless otherwise provided by law, be held at such place, within or without this State, as may be provided in the by-laws or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation. A meeting of shareholders may be held solely or in part by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting. (2) One or more shareholders may participate in a meeting of shareholders by means of remote communication to the extent the board authorizes that participation, including the authorization of a meeting of shareholders held solely by means of remote participation. Shareholder meetings conducted in part or solely by means of remote communication and any shareholder's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection 14A:5-1(3). (3) A shareholder participating in a meeting of shareholders by means of remote communication in reliance upon subsection 14A:5-1(1) shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any shareholder meeting conducted in part or solely by means of remote communication in reliance upon subsection 14A:5-1(1), the corporation shall implement reasonable measures to:  (a) verify that each person participating remotely is a shareholder or a proxy of a shareholder;  (b) provide each shareholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the shareholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and (c) record and maintain a record of any shareholder votes or other actions taken by remote communication at the meeting. amended 2013, c.41, s.1; 2020, c.15; 2021, c.202, s.1.
NJ Rev Stat § 14A:5-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-2 - Annual meeting of shareholders

14A:5-2. Annual meeting of shareholders  An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed by the board pursuant to authority granted in the by-laws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors at such meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. If the annual meeting for election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual meeting for a period of 30 days after the date designated therefor, 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, the Superior Court may, upon the application of any shareholder, summarily order the meeting or the election, or both, to be held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order. L.1968, c.350; amended by L.1969, c. 102, s. 4.
NJ Rev Stat § 14A:5-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-3 - Call of special meeting of shareholders

14A:5-3. Call of special meeting of shareholders  Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may be provided in the by-laws. Notwithstanding any such provision, upon the application of the holder or holders of not less than 10% of all the shares entitled to vote at a meeting, the Superior Court, in an action in which the court may proceed in a summary manner, for good cause shown, may order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order.   L.1968,c.350.