reglab/housing_qa huggingface dataset:
NJ Rev Stat § 15A:5-12 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-12 - Greater or lesser voting requirements

15A:5-12. Greater or lesser voting requirements  a. Whenever any action is to be authorized by the members of a corporation and the certificate of incorporation or the bylaws require the affirmative vote of a greater proportion of the votes cast by the members entitled to vote thereon, or by the members of any class or series thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation or bylaws shall control. b. Whenever any action is to be authorized by two-thirds of the votes cast by members of a corporation pursuant to this act, and the certificate of incorporation provides for the affirmative vote of a lesser proportion of the votes cast by the members entitled to vote thereon, or by the members of any class of members, but not less than a majority thereof than is required by this act with respect to the action, the provisions of the certificate of incorporation shall control. Any provision for lesser voting requirements may be set forth in the bylaws, and the requirements shall control, if the certificate of incorporation provides that the lesser voting requirements may be set forth in the bylaws. c. An amendment of the certificate of incorporation or bylaws which changes or deletes greater or lesser voting provisions shall be authorized by the same vote as would be required to take action under that provision. d. Any action required to be authorized by a vote of the members greater than a majority shall be rescinded or modified only by a like vote. L.1983, c. 127, s. 15A:5-12, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-13 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-13 - Memberships held or controlled by the corporation not voted or counted

15A:5-13. Memberships held or controlled by the corporation not voted or counted  If the corporation holds interests or memberships which entitle it to cast the plurality of the votes required for the election of directors of a domestic or foreign corporate entity or the election of trustees of a domestic or foreign corporation, any of which are herein referred to as a "controlled entity," any memberships in the corporation held by the controlled entity shall not be voted at any meeting or counted in determining the total number of members at any given time. A "plurality" means the minimum number of interests or memberships necessary to elect a majority of directors or trustees based upon the total number of interests or memberships which may be voted in that election. L.1983, c. 127, s. 15A:5-13, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-14 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-14 - Memberships held by another corporation

15A:5-14. Memberships held by another corporation  Memberships standing in the name of another domestic or foreign corporation may be voted by any officer or agent, or by proxy appointed by any of them, unless some other person, by resolution of its board or pursuant to its bylaws, shall be appointed to vote the shares. L.1983, c. 127, s. 15A:5-14, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-15 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-15 - Memberships held by fiduciaries

15A:5-15. Memberships held by fiduciaries  Memberships held by any person in any representative or fiduciary capacity may be voted by that person without a transfer of the membership into the name of that person. Where memberships are held jointly by any number of fiduciaries, and the instrument or order appointing the fiduciaries does not otherwise direct, the membership shall be voted as the majority of the fiduciaries shall determine. If the fiduciaries are equally divided as to how the membership shall be voted, a court having jurisdiction may, in an action brought by any of the fiduciaries or by a beneficiary, appoint an additional person to act with the fiduciaries in the matter. The membership shall be voted by the majority of the fiduciaries and the additional person. The court may proceed in the action in a summary manner or otherwise. L.1983, c. 127, s. 15A:5-15, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-16 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-16 - Memberships held jointly or as tenants in common

15A:5-16. Memberships held jointly or as tenants in common  Membership held by two or more persons as joint tenants or as in common may be voted at any meeting of the members by any one of the persons, unless another joint tenant or tenant seeks to vote the membership in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which the membership shall be voted, shall control if presented at the meeting. If there is no such agreement presented at the meeting, the majority in number of the joint tenants or tenants in common present shall control the manner of voting. If there is no majority, or if there are two or more joint tenants, or tenants in common, who seek to vote the membership, the membership shall, for the purpose of voting, be divided equally among the joint tenants or tenants in common present. L.1983, c. 127, s. 15A:5-16, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-17 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-17 - Voting of pledged memberships

15A:5-17. Voting of pledged memberships  A member whose membership interest is pledged shall be entitled to vote the membership until the membership has been transferred into the name of the pledgee, or a nominee of the pledgee. L.1983, c. 127, s. 15A:5-17, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-18 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-18 - Proxy voting

15A:5-18. Proxy voting  a. Unless otherwise provided in the certificate of incorporation or bylaws, every member entitled to vote at a meeting of members or to express consent without a meeting may authorize another person or persons to act for the member by proxy. Every proxy shall be executed in writing by the member or the member's agent, except that a proxy may be given by a member or the agent by telegram or cable or its equivalent. A proxy shall not be valid for more than 11 months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after 3 years from the date of execution. Unless it is coupled with an interest, a proxy shall be revocable at will. A proxy shall not be revoked by the death or incapacity of the member but the proxy shall continue in force until revoked by the personal representative or guardian of the member. The presence at any meeting of any member who has given a proxy shall not revoke the proxy unless the member shall file written notice of revocation with the secretary of the meeting prior to the voting of the proxy. b. A person named in a proxy as the attorney or agent of a member may, if the proxy so provides, substitute another person to act in that person's place, including any other person named as an attorney or agent in the same proxy. The substitution shall not be effective until an instrument effecting it is filed with the secretary of the corporation. L.1983, c. 127, s. 15A:5-18, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-20 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-20 - Elections of trustees; cumulative voting

15A:5-20. Elections of trustees; cumulative voting  a. Elections of trustees need not be by ballot unless a member demands election by ballot at the election and before the voting begins. If the bylaws require election by ballot at any meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. Where trustees are to be elected by members, the bylaws may provide that the elections may be conducted by mail. b. At each election of trustees every member entitled to vote at the election shall have the right to cast the number of votes to which the membership entitles the member for as many persons as there are trustees to be elected and for whose election the member has a right to vote. c. The certificate of incorporation or bylaws may provide that each member shall be entitled to as many votes as shall equal the number of votes to which he is entitled by law or under the provisions of the certificate of incorporation or bylaws multiplied by the number of trustees to be elected, and that he may cast all the votes for a single trustee, or may distribute them among the number to be elected or any two or more of them as he may see fit. d. Except as otherwise provided by the certificate of incorporation or the bylaws, trustees shall be elected by a plurality of the votes cast at an election. e. If a bylaw adopted by the members provides a fair and reasonable procedure for the nomination of candidates for any office (including election of a trustee), only candidates who have been duly nominated in accordance therewith shall be eligible for election. L.1983, c. 127, s. 15A:5-20, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-21 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-21 - Selection of inspectors

15A:5-21. Selection of inspectors  a. Unless the bylaws otherwise provide, the board may, in advance of a members' meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof. b. If inspectors are not so appointed by the board or as otherwise provided in the bylaws or shall fail to qualify, the person presiding at a members' meeting may, and on the request of any member entitled to vote thereat, shall, make the appointment. c. If any person appointed as inspector fails to appear or act, the vacancy may be filled by appointment made by the board in advance of the meeting or at the meeting by the person presiding at the meeting. d. If the bylaws require inspectors at any members' meeting, the requirement is waived unless compliance therewith is requested by a member entitled to vote at the meeting. e. Each inspector, before entering upon a discharge of duties, shall take and sign an oath faithfully to execute the duties of inspector at the meeting with strict impartiality and according to the best of that person's ability. f. A person shall not be elected a trustee at a meeting at which that person has served as an inspector. L.1983, c. 127, s. 15A:5-21, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-22 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-22 - Duties of inspectors

15A:5-22. Duties of inspectors  The inspectors shall determine the number of memberships outstanding and the voting power of each, the members represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes or consents, determine the result, and do all acts as are proper to conduct the election or vote with fairness to all members. If there are three or more inspectors, the act of a majority shall govern. On request of the person presiding at the meeting or any member entitled to vote at the meeting, the inspectors shall make a report in writing of any challenge, question or matter determined by them. Any report made by them shall be prima facie evidence of the facts therein stated, and the report shall be filed with the minutes of the meeting. L.1983, c. 127, s. 15A:5-22, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-23 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-23 - Review of elections by superior court

15A:5-23. Review of elections by superior court  Any election by members may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a member entitled to vote at the election upon notice to the persons elected, the corporation and all other persons as the court may direct. The court may confirm the election, order a new election or provide all other relief as justice may require. L.1983, c. 127, s. 15A:5-23, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-24 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-24 - Books and records; right of inspection

15A:5-24. Books and records; right of inspection  a. Each corporation shall keep books and records of account and minutes of the proceedings of its members and board and executive committee, if any. Unless otherwise provided in the bylaws, the books, records and minutes may be kept outside this State. The corporation shall make available for inspection at its registered office, in this State, or at its principal office if it is in this State, records containing the names and addresses of all members, the number, class and series of memberships held by each and the dates when they respectively became members of record thereof, within 10 days after demand by a member entitled to inspect them, as defined in subsection c. of this section. The foregoing books, minutes or records may be in written form or in any other form capable of being converted into written form within a reasonable time. A corporation shall convert into written form without charge any records not in that form, upon the written request of any person entitled to inspect them. b. Upon the written request of any member, the corporation shall mail to that member its balance sheet as at the end of the preceding fiscal year, and its statement of income and expenses for that fiscal year. c. Any person who shall have been a member of record of a corporation for at least 6 months immediately preceding that person's demand, or any person holding, or so authorized in writing by the members holding, at least 5% of the memberships of any class or series, upon at least 5 days' written demand, shall have the right for any proper purpose to examine in person or by agent or attorney, during usual business hours, its minutes of the proceedings of its members and record of members and to make extracts therefrom, at the places where the same are kept pursuant to subsection a. of this section. d. This section shall not impair the right of any court, upon proof of a member of proper purpose, irrespective of the period of time during which the member shall have been a member of record, and irrespective of the total number of memberships held by that person, to compel the production for examination by the member of the books and records of account, minutes and record of members of a corporation. L.1983, c. 127, s. 15A:5-24, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:5-25 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:5-25 - Liabilities of members

15A:5-25. Liabilities of members  a. The members of a nonprofit corporation shall not be personally liable for the debts, liabilities or obligations of the corporation. b. A member shall be liable to the corporation only to the extent of any unpaid portion of membership dues or assessments which the corporation may have lawfully imposed, or for any other indebtedness owed by the member to the corporation. No action shall be brought by any creditor of the corporation to reach and apply any liability to any debt of the corporation until after final judgment shall have been rendered against the corporation in favor of the creditor and execution thereon returned unsatisfied, or the corporation shall have been adjudged bankrupt, or a receiver shall have been appointed with power to collect debts, and the receiver, on demand of a creditor to bring an action thereon, has refused to sue for the unpaid amount, or the corporation shall have been dissolved or ceased its activities leaving debts unpaid. No such action shall be brought more than 3 years after the happening of any one of the events. L.1983, c. 127, s. 15A:5-25, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:6-1 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:6-1 - Board of trustees

15A:6-1. Board of trustees  The activities of a corporation shall be managed by its board, except as in this act or in its certificate of incorporation otherwise provided. Trustees shall be at least 18 years of age and need not be United States citizens or residents of this State or members of the corporation unless the certificate of incorporation or bylaws so require. The certificate of incorporation or bylaws may prescribe other qualifications for trustees. L.1983, c. 127, s. 15A:6-1, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:6-2 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:6-2 - Number of trustees

15A:6-2. Number of trustees  The number of trustees of a corporation shall be not less than three. Subject to any provisions contained in the certificate of incorporation, the bylaws shall specify the number of trustees or that the number of trustees shall not be less than a stated minimum or more than a stated maximum, with the actual number to be determined in the manner prescribed in the bylaws, except as to the number constituting the first board. L.1983, c. 127, s. 15A:6-2, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:6-3 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:6-3 - Term of trustees

15A:6-3. Term of trustees  a. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the members, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the members and until their successors are elected and qualified. If the certificate of incorporation or the bylaws or any other applicable law provides that the trustees shall be elected by the board, the trustees named in the certificate of incorporation shall hold office until the first annual or biennial meeting of the board of trustees and until their successors shall have been elected and qualified. The certificate of incorporation or the bylaws may provide that a meeting of the board to elect trustees shall be held at least once every 2 years. If a provision for a required meeting of the board is not set forth in the certificate of incorporation or bylaws, then the meeting shall be held annually. b. If the certificate of incorporation or the bylaws provide that some of or all the trustees shall be elected or selected other than by the members or the board, the trustees named in the certificate of incorporation shall hold office for the term specified in the certificate of incorporation or bylaws and until their successors are elected and qualified. c. At the first annual or biennial meeting of the members or of the board of trustees and at each annual or biennial meeting thereafter, the members or the board of trustees, as the certificate of incorporation or the bylaws or any other applicable law may provide, shall elect trustees to be elected by them to hold office until the next annual or biennial meeting, except as to the classification of trustees as permitted by subsection b. of section 15A:6-4. Each trustee shall hold office for the term for which the trustee is elected and qualified and until a successor is elected and qualified. d. A trustee may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation. L.1983, c. 127, s. 15A:6-3, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:6-4 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:6-4 - Classification of trustees; restriction of right to choose trustees

15A:6-4. Classification of trustees; restriction of right to choose trustees  a. As to trustees to be elected by the members or by the board of trustees, a corporation may provide in its certificate of incorporation or its bylaws for the classification of its trustees in respect to the time for which they shall severally hold office, but a class of trustees shall not hold office for a term shorter than 1 year or longer than 6 years. The term of office of at least one class shall expire every 2 years. A classification of trustees shall not be effective prior to the first annual or biennial meeting of members or the board of trustees. b. Any corporation having more than one class of members may provide in its certificate of incorporation or its bylaws for the election of one or more trustees by the members of any class to the exclusion of members of other classes of members. L.1983, c. 127, s. 15A:6-4, eff. Oct. 1, 1983.
NJ Rev Stat § 15A:6-5 (2021)
2021 New Jersey Revised Statutes|Title 15A - Corporations, Nonprofit|Section 15A:6-5 - Vacancies and newly created trusteeships

15A:6-5. Vacancies and newly created trusteeships  a. Unless otherwise provided in the certificate of incorporation or the bylaws, any trusteeship not filled at the annual or biennial meeting and any vacancy, however caused, occurring in the board may be filled by the affirmative vote of a majority of the remaining trustees even though less than a quorum of the board, or by a sole remaining trustee. A trustee so elected by the board shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified. b. Unless otherwise provided in the certificate of incorporation or bylaws, when one or more trustees shall resign from the board effective at a future date, a majority of the trustees then in office, including those who have so resigned, may fill the vacancy or vacancies, the vote thereon to take effect when the resignation or resignations become effective. Each trustee so chosen shall hold office as herein provided in the filling of other vacancies. c. Any trusteeship to be filled by reason of an increase in the number of trustees shall be filled by election at an annual or biennial meeting or at a special meeting called for that purpose of the members, or of the board if the certificate of incorporation, the bylaws or any other applicable law provides for the election of trustees by the board. A trustee elected by the board to fill the trusteeship shall hold office until the next succeeding annual or biennial meeting and until a successor is elected and qualified. d. If by reason of death, resignation or other cause, a corporation has no trustees in office, any member or the executor or administrator of a deceased member may call a special meeting of members for the election of trustees and, over the signature of that person, shall give notice of the meeting in accordance with section 15A:5-4, except to the extent that the notice is waived pursuant to section 15A:5-5. L.1983, c. 127, s. 15A:6-5, eff. Oct. 1, 1983.