reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:5-27 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-27 - Review of elections by superior court

14A:5-27. Review of elections by superior court  Any election by shareholders may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a shareholder entitled to vote at such election upon notice to the persons elected, the corporation and such other persons as the court may direct. The court may confirm the election, order a new election or provide such other relief as justice may require.  L.1968, c.350.
NJ Rev Stat § 14A:5-30 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-30 - Liability of subscribers and shareholders

14A:5-30. Liability of subscribers and shareholders  14A:5-30. Liability of subscribers and shareholders. (1) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation or its creditors to pay for such shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which such shares were issued or to be issued, which in no event shall be less than the amount of the consideration for which such shares could be lawfully issued. (2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts of the corporation, except that a shareholder may become personally liable by the reason of his own acts or conduct. (3) A person holding stock in a fiduciary or representative capacity shall not be personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his hands shall be so liable. (4) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be liable to the corporation or its creditors for any unpaid portion of such consideration, but the original holder or subscriber and any assignee or transferee prior to an assignment or transfer to a person taking in good faith and without such knowledge or notice shall remain liable therefor. (5) No pledgee or other holder of shares as collateral security shall be liable as a shareholder. L.1968, c.350; amended 1995,c.279,s.7.
NJ Rev Stat § 14A:5-31 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:5-31 - Establishment of procedures, conditions relative to certain proxy solicitation materials.

14A:5-31 Establishment of procedures, conditions relative to certain proxy solicitation materials.  1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials, including the form of proxy, for an upcoming election of directors. Those procedures or conditions may include, but shall not be limited to, the following: (1) A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares; (2) Conditions limiting nominations of directors who have been previously nominated to the board; (3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected; (4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock; (5) A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and (6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination. L.2017, c.299, s.1.
NJ Rev Stat § 14A:6-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-1 - Board of Directors

14A:6-1. Board of Directors  14A:6-1. Board of directors. (1) The business and affairs of a corporation shall be managed by or under the direction of its board, except as in this act or in its certificate of incorporation otherwise provided. Directors shall be at least 18 years of age and need not be United States citizens or residents of this State or shareholders of the corporation unless the certificate of incorporation or by-laws so require. The certificate of incorporation or by-laws may prescribe other qualifications for directors.  (2) In discharging his duties to the corporation and in determining what he reasonably believes to be in the best interest of the corporation, a director may, in addition to considering the effects of any action on shareholders, consider any of the following: (a) the effects of the action on the corporation's employees, suppliers, creditors and customers; (b) the effects of the action on the community in which the corporation operates; and (c) the long term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may best be served by the continued independence of the corporation.  (3) If on the basis of the factors described in subsection (2) of this section, the board of directors determines that any proposal or offer to acquire the corporation is not in the best interest of the corporation, it may reject such proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer.  L.1968, c.350; amended 1973,c.366,s.21; 1988,c.94,s.24; 1989,c.106,s.1.
NJ Rev Stat § 14A:6-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-2 - Number of directors

14A:6-2. Number of directors  The board of directors of a corporation shall consist of one or more members. Subject to any provisions contained in the certificate of incorporation, the by-laws shall specify the number of directors, or that the number of directors shall not be less than a stated minimum nor more than a stated maximum, with the actual number to be determined in the manner prescribed in the by-laws, except as to the number constituting the first board. L.1968, c.350.; amended by L.1969, c. 102, s. 6; L.1973, c. 366, s. 22, eff. May 1, 1974.
NJ Rev Stat § 14A:6-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-3 - Term of directors; resignation.

14A:6-3 Term of directors; resignation.  14A:6-3. Term of directors; resignation. (1) The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors pursuant to subsection (1) of N.J.S.14A:6-4 and in the case of directors whose terms expire as provided for in subsection (2) of N.J.S.14A:6-4. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.  (2) A director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation of that notice, or at such subsequent time as shall be specified in the notice of resignation, or upon the occurrence of a certain event or events specified in the notice of resignation. Any resignation which is contingent upon a director failing to receive a specified vote for re-election shall provide that the resignation is irrevocable.  Amended 1988, c.94, s.25; 2009, c.9.
NJ Rev Stat § 14A:6-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-4 - Classification of directors; restriction of right to choose directors

14A:6-4. Classification of directors; restriction of right to choose directors  (1) A corporation may provide in its certificate of incorporation for the classification of its directors in respect to the time for which they shall severally hold office, but no class of directors shall hold office for a term shorter than one year or longer than five years, and the term of office of at least one class shall expire in each year. No classification of directors shall be effective prior to the first annual meeting of shareholders.  (2) Any corporation having more than one class or series of shares may provide in its certificate of incorporation for the election of one or more directors by the shareholders of any class or series, to the exclusion of other shareholders. The certificate of incorporation may grant shareholders of a class or series of shares the right to elect one or more directors upon the occurrence of stated events for a specific term or a term ending upon the occurrence of stated events.  L.1968, c.350; amended 1988,c.94,s.26.
NJ Rev Stat § 14A:6-5 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-5 - Vacancies and newly created directorships

14A:6-5. Vacancies and newly created directorships  (1) Unless otherwise provided in the certificate of incorporation or the by-laws, any directorship not filled at the annual meeting, any vacancy, however caused, occurring in the board, and newly created directorships resulting from an increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the board, or by a sole remaining director. A director so elected by the board shall hold office until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.  (2) Unless otherwise provided in the certificate of incorporation or by-laws, when one or more directors shall resign from the board effective at a future date, a majority of the directors, then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in the filling of other vacancies.  (3) Any directorship not filled by the board may be filled by the shareholders at an annual meeting or at a special meeting of shareholders called for that purpose.  (4) If by reason of death, resignation or other cause a corporation has no directors in office, any shareholder or the executor or administrator of a deceased shareholder may call a special meeting of shareholders for the election of directors and, over his own signature, shall give notice of said meeting in accordance with section 14A:5-4 except to the extent that such notice is waived pursuant to section 14A:5-5.  L.1968, c.350; amended 1988,c.94,s.27.
NJ Rev Stat § 14A:6-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-6 - Removal of directors

14A:6-6. Removal of directors  (1) One or more or all the directors of a corporation may be removed for cause or, unless otherwise provided in the certificate of incorporation, without cause by the shareholders by the affirmative vote of the majority of the votes cast by the holders of shares entitled to vote for the election of directors.  (2) Unless otherwise provided in the certificate of incorporation, the removal of directors, with or without cause, by vote of the shareholders as provided in subsection 14A:6-6(1), is subject to the following qualifications  (a) In any case where cumulative voting is authorized, if less than the total number of directors then serving on the board is to be removed by the shareholders, no one of the directors may be so removed if the votes cast against his removal would be sufficient to elect him if then voted cumulatively at an election of the entire board; or, if there are classes of directors, at an election of the class of directors of which he is a part;  (b) A director elected by a class vote, as authorized by subsection 14A:6-4(2), may be removed only by a class vote of the holders of shares entitled to vote for his election;  (c) If the certificate of incorporation requires a greater vote than a plurality of the votes cast for the election of directors, no director may be removed except by the greater vote required to elect him; and  (d) Shareholders of a corporation whose board of directors is classified as provided in subsection 14A:6-4(1) shall not be entitled to remove directors without cause.  (3) The certificate of incorporation or a by-law adopted by the shareholders may provide that the board shall have the power to remove directors for cause and to suspend directors pending a final determination that cause exists for removal.  (4) 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 director for cause.  (5) No act of the board done during the period when a director has been suspended or removed for cause shall be impugned or invalidated solely on account of the suspension or removal if the suspension or removal is thereafter rescinded by the shareholders or by the board or by the final judgment of the court.  L.1968, c.350; amended 1988,c.94,s.28.
NJ Rev Stat § 14A:6-8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-8 - Director conflicts of interest

14A:6-8. Director conflicts of interest  (1) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign corporation, firm or association of any type or kind in which one or more of its directors are directors or are otherwise interested, shall be void or voidable solely by reason of such common directorship or interest, or solely because such director or directors are present at the meeting of the board or a committee thereof which authorizes or approves the contract or transaction, or solely because his or their votes are counted for such purpose, if any one of the following is true:  (a) The contract or other transaction is fair and reasonable as to the corporation at the time it is authorized, approved or ratified; or  (b) The fact of the common directorship 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 director so consenting is disinterested, or by affirmative vote of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or  (c) The fact of the common directorship or interest is disclosed or known to the shareholders, and they authorize, approve or ratify the contract or transaction.  (2) Common or interested directors 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 14A:6-8(1) is authorized, approved or ratified.  (3) The board, by the affirmative vote of a majority of directors in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation of directors for services to the corporation as directors, officers, or otherwise.  L.1968, c.350; amended 1973,c.366,s.24; 1988,c.94,s.30.
NJ Rev Stat § 14A:6-9 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-9 - Executive committee; other committees

14A:6-9. Executive committee; other committees  (1) If the certificate of incorporation or the by-laws so provide, the board, by resolution adopted by a majority of the entire board, may appoint from among its members an executive committee and one or more other committees, each of which shall have one or more members. To the extent provided in such resolution, or in the certificate of incorporation or in the by-laws, each such committee shall have and may exercise all the authority of the board, except that no such committee shall (a) make, alter or repeal any by-law of the corporation; (b) elect or appoint any director, or remove any officer or director; (c) submit to shareholders any action that requires shareholders' approval; or (d) amend or repeal any resolution theretofore adopted by the board which by its terms is amendable or repealable only by the board. (2) The board, by resolution adopted by a majority of the entire board may, (a) fill any vacancy in any such committee; (b) appoint one or more directors to serve as alternate members of any such committee, to act in the absence or disability of members of any such committee with all the powers of such absent or disabled members; (c) abolish any such committee at its pleasure; and (d) remove any director from membership on such committee at any time, with or without cause. (3) Actions taken at a meeting of any such committee shall be reported to the board at its next meeting following such committee meeting; except that, when the meeting of the board is held within 2 days after the committee meeting, such report shall, if not made at the first meeting, be made to the board at its second meeting following such committee meeting. (4) The designation of any such 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.1968, c.350; amended by L.1971, c. 394, s. 1, eff. Jan. 7, 1972; L.1973, c. 366, s. 25, eff. May 1, 1974.
NJ Rev Stat § 14A:6-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-10 - Place and notice of directors' meetings

14A:6-10. Place and notice of directors' meetings  (1) Meetings of the board may be held either within or without this State, unless otherwise provided by the certificate of incorporation or the by-laws.  (2) Regular meetings of the board may be held with or without notice as prescribed in the by-laws. Special meetings of the board shall be held upon such notice as is prescribed in the by-laws. Notice of any meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting. The attendance of any director at a meeting without protesting prior to the conclusion of the meeting the lack of notice of such meeting shall constitute a waiver of notice by him. Neither the business to be transacted at, nor the purpose of, any meeting of the board need be specified in the notice or waiver of notice of such meeting unless required by the by-laws. Notice of an adjourned meeting need not be given if the time and place are fixed at the meeting adjourning and if the period of adjournment does not exceed ten days in any one adjournment.  (3) Where appropriate communication facilities are reasonably available, any or all directors shall have the right to participate in all or any part of a meeting of the board or a committee of the board by means of conference telephone or any means of communication by which all persons participating in the meeting are able to hear each other, unless otherwise provided in the certificate of incorporation or the by-laws.  L.1968, c.350; amended 1969,c.102,ss.7,17; 1988,c.94,s.31.
NJ Rev Stat § 14A:6-11 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-11 - Loans to directors, officers or employees

14A:6-11. Loans to directors, officers or employees  A corporation may lend money to, or guarantee any obligation of, or otherwise assist, any director, officer or employee of the corporation or of any subsidiary, whenever, in the judgment of the directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan, guarantee or other assistance may be made with or without interest, and may be unsecured, or secured in such manner as the board shall approve, including, without limitation, a pledge of shares of the corporation, and may be made upon such other terms and conditions as the board may determine.  L.1968, c.350; amended 1973,c.366,s.26; 1988,c.94,s.32.
NJ Rev Stat § 14A:6-13 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-13 - Liability of directors; presumption of assent to action taken at a meeting

14A:6-13. Liability of directors; presumption of assent to action taken at a meeting  A director of a corporation who is present at a meeting of its board, or any committee thereof of which he is a member, at which action on any corporate matter referred to in section 14A:6-12 is taken shall be presumed to have concurred in the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before or promptly after the adjournment thereof. Such right to dissent shall not apply to a director who voted in favor of such action. A director who is absent from a meeting of the board, or any committee thereof of which he is a member, at which any such action is taken shall be presumed to have concurred in the action unless he shall file his dissent with the secretary of the corporation within a reasonable time after learning of such action. L.1968, c.350; amended by L.1973, c. 366, s. 28, eff. May 1, 1974.
NJ Rev Stat § 14A:6-14 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:6-14 - Liability of directors; reliance on records and reports

14A:6-14. Liability of directors; reliance on records and reports  Liability of directors; reliance on records and reports.  (1) Directors and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent people would exercise under similar circumstances in like positions.  (2) In discharging their duties, directors and members of any committee designated by the board shall not be liable if, acting in good faith, they rely  (a) Upon the opinion of counsel for the corporation; (b) Upon written reports setting forth financial data concerning the corporation and prepared by an independent public accountant or certified public accountant or firm of such accountants;  (c) Upon financial statements, books of account or reports of the corporation represented to them to be correct by the president, the officer of the corporation having charge of its books of account, or the person presiding at a meeting of the board; or  (d) Upon written reports of committees of the board. (3) A director shall not be personally liable to the corporation or its shareholders for damages for breach of duty as a director if and to the extent that such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection (3) of N.J.S. 14A:2-7.  (4) In taking action, including, without limitation, action which may involve or relate to a change or potential change in the control of the corporation, a director shall be entitled to consider, without limitation, both the long-term and the short-term interests of the corporation and its shareholders. For the purpose of this subsection, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting shares, by contract or otherwise.  L.1968, c.350; amended 1987,c.35,s.3; 1988,c.94,s.33; 1989,c.17,s.3.