reglab/housing_qa huggingface dataset:
NJ Rev Stat § 14A:7-18 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:7-18 - Cancellation of reacquired shares

14A:7-18. Cancellation of reacquired shares  14A:7-18. Cancellation of reacquired shares. (1) When shares of a corporation are reacquired by purchase, by redemption or by their conversion into other shares of the corporation, the reacquisition shall effect their cancellation, unless the board determines that the shares shall be treasury shares or the bylaws so provide. In addition, any shares which were treasury shares on or before December 1, 1988, shall continue to be treasury shares unless cancelled by the board. The board may cancel treasury shares at any time. Upon their cancellation, shares shall be restored to the status of authorized but unissued shares, unless the certificate of incorporation, or the plan of merger or consolidation in the case of shares acquired by the corporation pursuant to Chapter 11 of this act, provides that such shares shall not be reissued, in which case a certificate of amendment to the certificate of incorporation shall be filed, pursuant to a resolution of the board, reducing the authorized number of shares by the number of shares so cancelled. (2) The certificate of amendment reducing the authorized shares shall be executed on behalf of the corporation and filed in the office of the Secretary of State not later than 30 days after the cancellation of the reacquired shares not to be reissued. The statement shall set forth: (a) The name of the corporation; (b) The number of shares cancelled, itemized by classes and series, and the date of adoption of the resolution of the board cancelling such shares; (c) The aggregate number of authorized shares, itemized by classes and series, after giving effect to such cancellation; (d) A statement that the certificate of incorporation or plan of merger provides that the shares cancelled shall not be reissued; and (e) That the certificate of incorporation is amended by decreasing the aggregate number of shares which the corporation is authorized to issue by the number of shares cancelled. (f) (Deleted by amendment, P.L.1988, c.94.) (3) (Deleted by amendment, P.L.1988, c.94.) (4) A certificate of amendment reducing the authorized shares because of the conversion of convertible shares shall be filed only if the certificate of incorporation provides that such shares shall not be reissued. The certificate of amendment shall set forth the information required by subsection 14A:7-18(2) and in the case of cancellation of converted shares, the certificate of amendment shall be filed not later than 90 days after the close of the fiscal year in which the shares were reacquired. (5) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of authorized shares in any other manner permitted by this act. L.1968, c.350; amended 1973,c.366,s.40; 1988,c.94,s.48; 1995,c.279,s.10.
NJ Rev Stat § 14A:8-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:8-1 - Employee benefit plans.

14A:8-1 Employee benefit plans.  14A:8-1. Employee benefit plans. (1) A corporation may establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries:  (a) Plans providing for the sale or distribution of its shares of any class or series, held by it or issued or purchased by it for the purpose, including stock option, stock purchase, stock bonus, profit-sharing, savings, pension, retirement, deferred compensation and other plans of similar nature, whether or not such plans also provide for the distribution of cash or property other than its shares;  (b) Plans providing for payments solely in cash or property other than shares of the corporation, including profit-sharing, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and  (c) Plans for the furnishing of medical services; life, sickness, accident, disability or unemployment insurance or benefits; education; housing; social and recreational services; and other similar aids and services.  (2) The term "employees" as used in this chapter means employees, officers, directors, and agents of the corporation or any subsidiary thereof, or other persons who are or have been actively engaged in the conduct of the business of the corporation or any subsidiary thereof, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted.  (3) Employee benefits plans may be adopted, amended or terminated by a corporation by the act of its board, a committee of the board, or officers to whom the responsibility has been delegated. Notwithstanding the foregoing, any plan providing for the issuance of shares shall be initially adopted by the board or any committee thereof. (4) The board of directors may, by a resolution adopted by the board or a committee of the board, authorize one or more officers of the corporation to do one or both of the following: (a) designate officers and employees of the corporation or of any of its subsidiaries to be recipients of shares of stock, rights or options created by the corporation; or (b) determine the number of shares, rights or options to be received by those officers and employees; provided, however that the resolution authorizing those officers shall specify the total number of shares, rights or options the officers may award. A resolution adopted pursuant to this subsection shall prohibit any officer from designating himself as a recipient of any shares, rights or options. Amended 1969, c.102, ss.11,17; 1973, c.366, s.42; 1988, c.94, s.49; 2009, c.159.
NJ Rev Stat § 14A:8-2.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:8-2.1 - Trust funds for employees; creation; maintenance and administration

14A:8-2.1. Trust funds for employees; creation; maintenance and administration  Any domestic or foreign corporation which has adopted, or hereafter adopts, a plan described in section 14A:8-1 may establish one or more trust funds of the property contributed or held by any corporation or any subsidiary thereof for the purposes of a plan. Any trust fund may be held and administered by the corporation adopting a plan or by any trustee or trustees, within or without this State, appointed by the corporation for that purpose.  (added) 1988,c.94,s.50.
NJ Rev Stat § 14A:8-3.1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:8-3.1 - Continuation of trust; law against perpetuities inapplicable

14A:8-3.1. Continuation of trust; law against perpetuities inapplicable  The period for which any trust may be created and maintained may be as long as may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and no trust or trust fund shall be subject to or held to be in violation of any principle of law, against perpetuities or restraints on alienation or perpetual accumulations of trusts. (added) 1988,c.94,s.51.
NJ Rev Stat § 14A:9-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:9-2 - Procedure to amend certificate of incorporation

14A:9-2. Procedure to amend certificate of incorporation  14A:9-2. Procedure to amend certificate of incorporation. (1) Before the organization meeting of the board, the incorporators may amend the certificate of incorporation by complying with subsection 14A:9-4(1). (2) Amendment of the certificate of incorporation by action of the board is provided for in subsection 14A:4-3(1), subsection 14A:5-21(4), subsection 14A:7-2(4), subsection 14A:7-9(4), subsection 14A:7-15.1(3), and subsections 14A:7-18(1) and 14A:7-18(4). Amendment of the certificate of incorporation by action of the registered agent to change the registered office is provided for in subsection 14A:4-3(3). (3) An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in Chapter 10 of this act. (4) All other amendments of the certificate of incorporation shall be made in the following manner: (a) The board shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the shareholders. (b) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each shareholder of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of shareholders. (c) At such meeting a vote of shareholders entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the votes so cast. The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments, or as may be provided in the certificate of incorporation. (d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969 may adopt the majority voting requirements prescribed in paragraph 14A:9-2(4)(c) by amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (e) Any number of amendments may be acted upon at one meeting. (f) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 14A:9-4. L.1968, c.350; amended 1973,c.366,s.47; 1988,c.94,s.53; 1995,c.279,s.11.
NJ Rev Stat § 14A:9-3 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:9-3 - Class voting on amendments

14A:9-3. Class voting on amendments  (1) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series shall be entitled to vote as a class upon a proposed amendment, if the amendment would (a) exclude or limit their right to vote on any matter, except as such right may be limited by voting rights given to new shares then being authorized of any existing or new class or series; (b) limit or deny their existing preemptive rights; (c) cancel or otherwise adversely affect dividends which have accrued but have not been declared on the shares held by them; or (d) create, or authorize the board to create, a new class or series having, or convertible into shares having, rights or preferences prior or superior to those of the shares held by them, or increase such rights or preferences of any class or series. (2) Except as otherwise provided in subsection 14A:9-3(4), and notwithstanding any provision in the certificate of incorporation, the holders of the outstanding shares of a class or series whose rights or preferences would be subordinated or otherwise adversely affected by a proposed amendment shall be entitled to vote as a class thereon, if the amendment would (a) decrease the par value of their shares; (b) effect a conversion, exchange or reclassification of their shares; (c) effect a conversion or exchange, or create a right of conversion or exchange, of any shares of another class or series into shares of their class or series; (d) change the designation, preferences, limitations or relative rights of their shares; (e) change their shares into a different number of shares, or into the same number of shares of another class or series; or (f) divide the shares of their class into series or determine the designation of any series in their class or determine any preferences, limitations or relative rights of any series in their class, or authorize the board to make any such division or to make or change any such determination. (3) If any proposed amendment referred to in subsections 14A:9-3(1) and 14A:9-3(2) would subordinate or otherwise adversely affect the rights or preferences of the holders of shares of one or more series of any class, but not of the entire class, then only the holders of such series shall be entitled by this section to vote as a class upon such proposed amendment. (4) This section shall not apply to amendments which may be made by board action without shareholder approval, as set forth in subsection 14A:9-2(2).  L.1968, c.350.
NJ Rev Stat § 14A:9-4 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:9-4 - Certificate of amendment

14A:9-4. Certificate of amendment  (1) If the amendment is made as provided by subsection 14A:9-2(1), a certificate of amendment shall, subject to subsection 14A:2-6(3), be signed by all the incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by unanimous consent of the incorporators before the organization meeting of the directors. (2) If the amendment is made by the board as referred to in subsection 14A:9-2(2), a certificate of amendment shall be executed on behalf of the corporation. The certificate shall set forth the information required by the section of this act which empowers the board to make the amendment.  (3) If the amendment is made as provided by subsection 14A:9-2(4), a certificate of amendment shall be executed on behalf of the corporation and shall set forth  (a) The name of the corporation;  (b) The amendment so adopted;  (c) The date of the adoption of the amendment by the shareholders;  (d) The number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each such class or series;  (e) The number of shares voted for and against such amendment, respectively, and if the shares of any class or series are entitled to vote thereon as a class, the number of shares of each such class and series voted for and against such amendment, respectively;  (f) If such amendment is intended to provide for an exchange, reclassification or cancellation of issued shares, a statement of the manner in which the same shall be effected; and  (g) If, pursuant to subsection 14A:9-4(5), the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective.  (4) (Deleted by amendment, P.L. 1988, c. 94.) (5) Each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at such later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate.  L.1968, c.350; amended 1973,c.366,s.48; 1988,c.94,s.54.
NJ Rev Stat § 14A:9-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:9-6 - Abandonment of amendment or restated certificate

14A:9-6. Abandonment of amendment or restated certificate  Prior to the effective date of an amendment of the certificate of incorporation or of a restated certificate for which shareholder approval is required under the provisions of this act, such amendment or such restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the shareholders approving such amendment or such restated certificate or in any resolution subsequently adopted by the shareholders. If a certificate of amendment or a restated certificate has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall state that the amendment or the restated certificate has been abandoned in accordance with the provisions therefor set forth in the resolution of the shareholders. L.1968, c.350; amended by L.1973, c. 366, s. 50, eff. May 1, 1974.
NJ Rev Stat § 14A:10-1 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-1 - Procedure for merger

14A:10-1. Procedure for merger  14A:10-1. Procedure for merger. (1) Any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities, may merge into one of such corporations or other business entities pursuant to a plan of merger approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of merger setting forth (a) The names of the corporations or other business entities proposing to merge, and the name of the corporation or other business entity into which they propose to merge, which is hereinafter designated as the surviving corporation or surviving other business entity; (b) The terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be effected by such merger which amendments may be set forth in and effected by a restated certificate of incorporation which may be filed as an additional document together with the certificate of merger; (c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or of the surviving other business entity, or of any other corporation or other business entity, or, in whole or in part, into cash or other property; and (d) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.51; 1988,c.94,s.56; 1995,c.279,s.12.
NJ Rev Stat § 14A:10-2 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-2 - Procedure for consolidation

14A:10-2. Procedure for consolidation  14A:10-2. Procedure for consolidation. (1) Any two or more domestic corporations, or any one or more corporations and any one or more other business entities, may consolidate into a new corporation or other business entity pursuant to a plan of consolidation approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of consolidation setting forth (a) the names of the corporations proposing to consolidate, and the name of the new corporation or other business entity into which they propose to consolidate, which is hereinafter designated as the new corporation or new business entity; (b) the terms and conditions of the proposed consolidation; (c) the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or new business entity, or of any other corporation or business entity, in whole or in part, into cash or other property; (d) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and (e) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.52; 1995,c.279,s.13.
NJ Rev Stat § 14A:10-6 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-6 - Effect of merger or consolidation

14A:10-6. Effect of merger or consolidation  When a merger or consolidation has become effective: (a) The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. (b) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. (c) Such surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations. (d) All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation. (e) The surviving or new corporation shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be enforced as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon, or security interests in, the property of any of such corporations shall be impaired by such merger or consolidation. (f) In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation.  L.1968, c.350.
NJ Rev Stat § 14A:10-8 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-8 - Abandonment of merger or consolidation

14A:10-8. Abandonment of merger or consolidation  Prior to the time when a merger or consolidation authorized by this Chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of such corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation.  L.1968, c.350.
NJ Rev Stat § 14A:10-10 (2021)
2021 New Jersey Revised Statutes|Title 14A - Corporations, General|Section 14A:10-10 - Sale or other disposition of assets in regular course of business and mortgage or pledge of assets

14A:10-10. Sale or other disposition of assets in regular course of business and mortgage or pledge of assets  The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its business as conducted by such corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any other corporation, domestic or foreign, as shall be authorized by its board. In any such case, unless otherwise provided in the certificate of incorporation, no approval of the shareholders shall be required.  L.1968, c.350.