reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-2 - Definitions

15A:1-2. Definitions
As used in this title:
a. "Act" means the "New Jersey Nonprofit Corporation Act" ;
b. "Board" means the board of trustees or the group of persons vested with management of the business and affairs of the corporation irrespective of the name by which the group is designated; "entire board" means all the trustees then in office;
c. "Bylaws" means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which these rules are designated;
d. "Certificate of incorporation" includes:
(1) the original certificate of incorporation or any other instrument filed or issued under any statute to form a domestic or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or by other certificates or instruments filed or issued under any statute, and
(2) a special act or charter creating a domestic or foreign corporation, as amended, supplemented or restated;
e. "Corporation" or "domestic corporation" means a nonprofit corporation incorporated under this act, or existing on its effective date and organized under any law of this State (other than laws contained in Title 16 of the Revised Statutes) for purposes for which a corporation may be organized under this act;
f. "Corporate business entity" means an organization organized under any other statute of this State or any statute of any jurisdiction other than this State pursuant to which business corporate entities may be organized;
g. "Foreign corporation" means a nonprofit corporation organized under the laws of a jurisdiction other than this State for the purposes for which a corporation may be organized under this act;
h. "Member" means a participant in a corporation having such rights or obligations therein as provided in this act;
i. "Trustee" means any member of the board of a corporation, whether designated as a trustee, director, manager, governor, or by any other title.
L.1983, c. 127, s. 15A:1-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-3 - Application of act

15A:1-3. Application of act
a. This act shall apply to:
(1) every corporation which is organized under this act;
(2) every corporation without capital stock which was organized under or became subject to any heretofore enacted law of this State with respect to which power to amend or repeal was reserved to the Legislature, and which provided for the organization of a corporation or corporations for a purpose or purposes for which a corporation may be organized under this act;
(3) every corporation which reincorporates under this act pursuant to section 15A:1-4; and
(4) foreign corporations to the extent provided in this act.
b. Chapters 12 (dissolution) and 14 (insolvency, receivers, and reorganization) of this act shall apply to any corporation organized under any provision of Title 16 of the Revised Statutes except as otherwise provided by any law of this State.
L.1983, c. 127, s. 15A:1-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-5 - Authorization to corporations which could be or are organized under title 16 of the revised statutes to adopt provisions of this act without reincorporation

15A:1-5. Authorization to corporations which could be or are organized under title 16 of the revised statutes to adopt provisions of this act without reincorporation
a. Any corporation organized for any purpose for which corporations may be incorporated under Title 16 of the Revised Statutes which is not organized under this act and which has not reincorporated under this act pursuant to section 15A:1-4 may amend its certificate of incorporation or its bylaws to include provisions incorporating by reference any sections of this act to which the corporation wishes to be subject.
b. Without limiting the foregoing, any corporation which amends its certificate of incorporation or bylaws to include a provision which sets forth "This corporation shall be subject to the administrative provisions of the New Jersey Nonprofit Corporation Act" shall, without a recitation of the specific sections thereof, be subject to the following sections of this act as if the certificate of incorporation or bylaws of the corporation has been amended to recite the applicability of the text thereof: sections 15A:2-10; 15A:2-11; 15A:3-1 through 15A:3-5; 15A:5-1 through 15A:5-24; 15A:6-1 through 15A:6-17; and 15A:8-1 through 15A:8-5.
L.1983, c. 127, s. 15A:1-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-6 - Reservation of power

15A:1-6. Reservation of power
This act may be supplemented, altered, amended or repealed by the Legislature and every corporation, domestic or foreign, to which this act applies shall be bound thereby.
L.1983, c. 127, s. 15A:1-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-8 - Repeal of prior acts

15A:1-8. Repeal of prior acts
The repeal by this act of the whole or any part of any act under which there was organized any corporation in existence on the effective date of this act, shall not dissolve the corporation, and the corporation, its officers, trustees and members shall have the same rights, and shall be subject to the same limitations, restrictions, liabilities and penalties as those prescribed by this act for corporations organized under this act, their officers, trustees and members.
L.1983, c. 127, s. 15A:1-8, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-9 - Notices; computation of time; effect of postage class used

15A:1-9. Notices; computation of time; effect of postage class used
a. In computing the period of time for the giving of any notice required or permitted by this act, or by a certificate of incorporation or bylaws or any resolution of trustees or members, the day on which the notice is given shall be excluded, and the day on which the matter noticed is to occur shall be included.
b. If notice is given by mail, the notice shall be deemed to be given when deposited in the mail addressed to the person to whom it is directed at the last address of the person as it appears on the records of the corporation, with first class postage prepaid thereon, or 10 days thereafter if the notice is mailed by any postage class other than first class.
L.1983, c. 127, s. 15A:1-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:1-10 - Certificates and certified copies

15A:1-10. Certificates and certified copies
a. Upon request of any person, the Secretary of State shall furnish certified copies of documents filed in the office of the Secretary of State in accordance with the provisions of this act.
b. Upon the request of any person, the Secretary of State shall certify to the existence or non-existence of any facts on record in the office of the Secretary of State pertaining to domestic or foreign corporations.
L.1983, c. 127, s. 15A:1-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-1 - Purposes

15A:2-1. Purposes
a. A corporation may be organized under this act for any lawful purpose other than for pecuniary profit including, without being limited to, any one or more of the following purposes: charitable; benevolent; eleemosynary; educational; cemetery; civic; patriotic; political; religious; social; fraternal; literary; cultural; athletic; scientific; agricultural; horticultural; animal husbandry; volunteer fire company; ambulance, first aid or rescue; professional, commercial, industrial or trade association; and labor union and cooperative purposes.
b. A corporation for which organization is permitted under any other statute of this State may not be organized under this act unless that statute permits organization under this act.
c. A corporation may be organized under this act for any purpose or purposes for which corporations may be incorporated under Title 16 of the Revised Statutes.
d. No corporation organized under this act shall have or issue capital stock or shares. No dividend shall be paid and no part of the income or profit of a corporation organized under this act shall be distributed to its members, trustees or officers, but a corporation may pay compensation in a reasonable amount to its members, trustees and officers, for services rendered, may pay interest on loans or other credit advances by members, trustees and officers, may confer benefits on its members in conformity with its purposes, and, upon dissolution, may make distributions to its members as permitted by this act; except the payment, benefit, or distribution shall not be deemed to be a dividend or distribution of income or profit.
L.1983, c. 127, s. 15A:2-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-4 - Reserved name

15A:2-4. Reserved name
a. The exclusive right to the use of a corporate name may be reserved upon compliance with the provisions of this section.
b. The reservation shall be made by filing in the office of the Secretary of State an application to reserve a specified corporate name, or the first name available for corporate use among not more than three specified names, executed by or on behalf of the applicant and setting forth the name and address of the applicant. If the Secretary of State finds that the name complies with the provisions of section 15A:2-2, the Secretary of State shall reserve it for the exclusive use of the applicant for a period of 120 days from date of filing of the application and shall issue a certificate of reservation.
c. The right to the exclusive use of a specified corporate name so reserved may be transferred by filing in the office of the Secretary of State a notice of the transfer, executed by or on behalf of the applicant for whom the name was reserved, and specifying the name and address of the transferee.
L.1983, c. 127, s. 15A:2-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-5 - Registered name

15A:2-5. Registered name
a. Any foreign corporation may register its corporate name under this act, provided its corporate name is available for use under section 15A:2-2.
b. The registration shall be made by filing in the office of the Secretary of State:
(1) An application for registration executed on behalf of the corporation, setting forth the name and address of the headquarters or main office of the corporation, the jurisdiction of its incorporation, the date of its incorporation, a statement that it is conducting activities, and a brief statement of the activities in which it is engaged; and
(2) A certificate setting forth that the corporation is in good standing under the laws of the jurisdiction of its incorporation, executed by the official of that jurisdiction who has custody of the records pertaining to corporations and dated not earlier than 30 days prior to the filing of the application.
c. The registration shall be effective until the close of the calendar year in which the application for registration is filed.
L.1983, c. 127, s. 15A:2-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-6 - Renewal of registered name

15A:2-6. Renewal of registered name
A corporation which has a registration of its corporate name in effect may renew the registration by annually filing in the office of the Secretary of State an application for renewal setting forth the facts required to be set forth in an original application for registration, together with a certificate of good standing as required for the original registration. A renewal application may be filed between October 1 and December 31 in each year, and shall extend the registration for the following calendar year.
L.1983, c. 127, s. 15A:2-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-7 - Incorporators

15A:2-7. Incorporators
a. Subject to the provisions of subsection d. of this section, one or more individuals, corporations, foreign corporations or corporate entities may act as incorporators of a corporation by signing and filing in the office of the Secretary of State a certificate of incorporation for the corporation. Individuals acting as incorporators shall be at least 18 years of age. Incorporators need not be United States citizens or residents of this State.
b. Except as otherwise provided in the certificate of incorporation, any action required or permitted by this act to be taken by incorporators may be taken without a meeting.
c. If any incorporator dies or is for any reason unable to act, the others may act. If there is no incorporator able to act, any person for whom an incorporator was acting as agent may act in that incorporator's stead, or if the other person also dies or is for any reason unable to act, the legal representative of the person may act.
d. Ten or more individuals shall act as incorporators for any corporation having as a purpose the establishment of a volunteer fire company or an exempt firemen's association.
L.1983, c. 127, s. 15A:2-7, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-9 - Organization meeting of board of trustees

15A:2-9. Organization meeting of board of trustees
On or after the effective date of the certificate of incorporation, an organization meeting of the board named in the certificate of incorporation shall be held, at the call of a majority of the board named, to adopt bylaws, elect officers, provide for initial members if there are to be members, and transact all other business as may come before the meeting. The board members calling the meeting shall give at least 5 days' notice thereof by mail to each trustee named in the certificate of incorporation, which notice shall state the time and place of the meeting.
L.1983, c. 127, s. 15A:2-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-10 - Bylaws; making and altering

15A:2-10. Bylaws; making and altering
a. The initial bylaws of a corporation shall be adopted by the board at its organization meeting. Thereafter, the board shall have the power to make, alter and repeal bylaws unless that power is reserved to the members in the certificate of incorporation or the bylaws, but bylaws made by the board may be altered or repealed, and new bylaws may be made, by the members. The members may prescribe in the bylaws that any bylaw made by them shall not be altered or repealed by the board.
b. For purposes of this act, the initial bylaws of a corporation adopted by the board at its organization meeting shall be deemed to have been adopted by the members, if the certificate of incorporation provides for members.
c. Any provision which this act requires or permits to be set forth in the bylaws may be set forth in the certificate of incorporation.
L.1983, c. 127, s. 15A:2-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-11 - Bylaws and other powers in emergency

15A:2-11. Bylaws and other powers in emergency
a. The board of a corporation may adopt emergency bylaws, subject to repeal or change by action of the members, which shall, notwithstanding any different provision elsewhere in this act or in the certificate of incorporation or bylaws, be operative during any emergency in the conduct of the business of the corporation resulting from an attack on the United States or any nuclear or atomic disaster. The emergency bylaws may make any provision that may be practical and necessary for the circumstances of the emergency, including provisions that:
(1) A meeting of the board may be called by any officer or trustee in the manner and under the conditions as shall be prescribed in the emergency bylaws;
(2) The trustees in attendance at the meeting, or any greater number fixed by the emergency bylaws, shall constitute a quorum; and
(3) The officers or other persons designated in a list approved by the board before the emergency, all in the order of priority and subject to the conditions and for a period of time, not longer than reasonably necessary after the termination of the emergency, as may be provided in the emergency bylaws or in the resolution approving the list, shall, to the extent required to provide a quorum at any meeting of the board, be deemed trustees for that meeting.
b. Before or during the emergency, the board may provide, and from time to time modify, lines of succession in the event that during the emergency any officers or agents of the corporation shall be rendered incapable of discharging their duties.
c. Before or during the emergency, the board may change the head office or designate several alternative head offices or regional offices, or authorize the officers to do so, the change or designation to be effective during the emergency.
d. To the extent not inconsistent with any emergency bylaws so adopted, the bylaws of the corporation shall remain in effect during the emergency and upon its termination the emergency bylaws shall be inoperative.
e. Unless otherwise provided in emergency bylaws, notice of any meeting of the board during the emergency need be given only to those of the trustees as it may be feasible to reach at the time and by such means as may be feasible at the time, including publication, or other means of mass communication.
f. To the extent required to constitute a quorum at any meeting of the board during the emergency, the officers of the corporation who are present shall, unless otherwise provided in emergency bylaws, be deemed, in order of rank and within the same rank in order of seniority, trustees for that meeting.
g. No officer, trustee or employee acting in accordance with any emergency bylaws shall be liable except for willful misconduct. No officer, trustee or employee shall be liable for any action taken by that person in good faith in the emergency in furtherance of the ordinary activities of the corporation even though not authorized by the bylaws then in effect.
L.1983, c. 127, s. 15A:2-11, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:2-12 - Chapter organizations

15A:2-12. Chapter organizations
a. Any corporation to which this act is applicable pursuant to paragraph (1), (2) or (3) of subsection a. of section 15A:1-3 may provide in its certificate of incorporation that it is to be a "chapter organization" which is a corporation having subordinate or local chapters, however designated, located within or without this State and that it shall exercise the powers granted in this section.
b. Any chapter organization, as set forth in subsection a. of this section, in addition to the other powers granted pursuant to this act, may:
(1) Grant charters to subordinate or local chapters;
(2) Make, amend, and change bylaws for the government of its chapters and the use of its name; and
(3) Revoke or cancel the charter of a chapter for the violation of its bylaws or for other cause as it may determine.
c. Any chapter of a chapter organization which includes in its certificate of incorporation a provision that it is a chapter of a chapter organization shall, upon revocation of its charter by the chapter organization, continue to be a corporation until dissolved in accordance with chapter 12 of this act. It shall not conduct any activities as a chapter of the chapter organization and, if the certificate of incorporation or bylaws of the chapter organization so provide, its assets may be taken and conserved by the chapter organization and be distributed in accordance with the certificate of incorporation or bylaws of the chapter organization. The chapter organization or any other interested person may apply to the Superior Court for the appointment of a receiver or custodian or for any other relief to enforce the provisions of this section. The court may proceed in a summary manner or otherwise.
d. No corporation shall adopt or use a name or symbol indicating that it is affiliated in any way with a chapter organization unless it is a chapter of the chapter organization or does so with the consent of the chapter organization.
e. Any corporation in existence prior to the effective date of this act which was, on that date, a state organization pursuant to R.S. 15:16-1, shall, on the effective date of this act be deemed a chapter organization under this section.
L.1983, c. 127, s. 15A:2-12, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3-2 - Ultra vires transactions

15A: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 because the corporation was without capacity or power to do that act or to make or receive the conveyance or transfer, but the lack of capacity or power may be asserted:
a. In a proceeding by a member or trustee against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized act or transfer sought to be enjoined is or is 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 the 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 the 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 members in a representative suit, against the incumbent or former officers or trustees 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 activities.
L.1983, c. 127, s. 15A:3-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3-3 - Contributions by corporations

15A:3-3. Contributions by corporations
a. Any corporation, unless otherwise provided in its certificate of incorporation or bylaws, and subject to the purposes specified in its certificate of incorporation, may, irrespective of corporate benefit, aid, singly or in cooperation with other corporate entities and with natural persons, in the creation or maintenance of institutions or organizations engaged in activities for the purpose of which a corporation may be organized under this act; including 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. The trustees may appropriate, spend or contribute for the purposes reasonable sums as they may determine.
b. The provisions of this section shall not be construed as directly or indirectly minimizing or interpreting the rights and powers of corporations, provided for prior to the effective date of this act, with reference to appropriations, expenditures or contributions of the nature set forth in subsection a. of this section.
L.1983, c. 127, s. 15A:3-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3-5 - Provisions relating to actions in the right of a corporation

15A:3-5. Provisions relating to actions in the right of a corporation
a. No action shall be brought in this State by a member in the right of a domestic or foreign corporation unless the plaintiff was a member at the time of the transaction of which the plaintiff complains.
b. In any action hereafter instituted in the right of the corporation by a member, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named as defendant the reasonable expenses, including fees of attorneys, incurred by them in the defense of the action.
c. In any action now pending or hereafter instituted or maintained in the right of the corporation by less than 5% of the members or any class of members, the corporation in whose right the action is brought shall be entitled at any time before final judgment to require the plaintiff 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. The amount of the security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or excessive. The corporation shall have recourse to the security in an amount as the court having jurisdiction shall determine upon the termination of the action.
d. This section shall not impair, restrict, or impose a condition on any right of a trustee of a corporation with or without members, to bring an action in this State in the right of a domestic or foreign corporation.
L.1983, c. 127, s. 15A:3-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3A-1 - Definitions relative to criminal history background checks for employees, volunteers of youth serving organizations.

15A:3A-1 Definitions relative to criminal history background checks for employees, volunteers of youth serving organizations.
1. As used in this act:
"Criminal history record background check" means a determination of whether a person has a criminal record by cross-referencing that person's name and fingerprints with those on file with the Federal Bureau of Investigation, Identification Division and the State Bureau of Identification in the Division of State Police.
"Department" means the Department of Law and Public Safety.
"Nonprofit youth serving organization" or "organization" means a corporation, association or other organization established pursuant to Title 15 of the Revised Statutes, Title 15A of the New Jersey Statutes, or other law of this State, but excluding public and nonpublic schools, and which provides recreational, cultural, charitable, social or other activities or services for persons younger than 18 years of age, and is exempt from federal income taxes.
L.1999,c.432,s.1.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3A-2 - Youth serving organization request for criminal background check; costs.

15A:3A-2 Youth serving organization request for criminal background check; costs.
2. a. A nonprofit youth serving organization may request, through the department, that the State Bureau of Identification in the Division of State Police conduct a criminal history record background check on each prospective and current employee or volunteer of the organization.
b. For the purpose of conducting the criminal history record background check, the division shall examine its own files and arrange for a similar examination by federal authorities. The division shall inform the department whether the person's criminal history record background check reveals a conviction of a disqualifying crime or offense as specified in section 3 of this act.
c. The division shall conduct a criminal history record background check only upon receipt of the written consent to the check of the prospective or current employee or volunteer.
d. The organization or the prospective or current employee or volunteer shall bear the costs associated with conducting criminal history background checks. Notwithstanding any law or regulation to the contrary, the department shall not charge a fee for a criminal history record background check that exceeds the actual cost of conducting that check, as determined by the Attorney General. The Attorney General shall annually certify to the State Treasurer the cost per criminal history background check in the immediately preceding year.
L.1999,c.432,s.2.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3A-3 - Conditions under which person is disqualified from service.

15A:3A-3 Conditions under which person is disqualified from service.
3. Except as provided in P.L.2009, c.139 (C.2C:7-22 et al.), a person may be disqualified from serving as an employee or volunteer of a nonprofit youth serving organization if that person's criminal history record background check reveals a record of conviction of any of the following crimes and offenses:
a. In New Jersey, any crime or disorderly persons offense:
(1) involving danger to the person, meaning those crimes and disorderly persons offenses set forth in N.J.S.2C:11-1 et seq., N.J.S.2C:12-1 et seq., N.J.S.2C:13-1 et seq., N.J.S.2C:14-1 et seq. or N.J.S.2C:15-1 et seq.;
(2) against the family, children or incompetents, meaning those crimes and disorderly persons offenses set forth in N.J.S.2C:24-1 et seq.;
(3) involving theft as set forth in chapter 20 of Title 2C of the New Jersey Statutes;
(4) involving any controlled dangerous substance or controlled substance analog as set forth in chapter 35 of Title 2C of the New Jersey Statutes except paragraph (4) of subsection a. of N.J.S.2C:35-10.
b. In any other state or jurisdiction, conduct which, if committed in New Jersey, would constitute any of the crimes or disorderly persons offenses described in subsection a. of this section.
c. Nothing herein shall be construed to authorize an excluded sex offender, as defined in section 1 of P.L.2009, c.139 (C.2C:7-22), to serve as an employee or volunteer in a youth serving organization or any other entity from which the excluded sex offender is otherwise statutorily disqualified.
L.1999, c.432, s.3; amended 2009, c.139, s.3.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3A-4 - Submissions, exchange of background check information.

15A:3A-4 Submissions, exchange of background check information.
4. a. Prospective or current employees and volunteers of nonprofit youth serving organizations shall submit their name, address, fingerprints and written consent to the organization for the criminal history record background check to be performed. The organization shall supply this documentation to the Attorney General, who shall coordinate the background check.
b. The Attorney General is authorized to exchange fingerprint data with, and receive criminal history record information for use by nonprofit youth serving organizations from the Federal Bureau of Investigation, Identification Section and the Division of State Police, Bureau of Identification and such other law enforcement agencies and jurisdictions as may be necessary for the purposes of this act.
c. The department shall act as a clearinghouse for the collection and dissemination of information obtained as a result of conducting criminal history record background checks pursuant to this act.
L.1999,c.432,s.4.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:3A-5 - Rules, regulations.

15A:3A-5 Rules, regulations.
5. The Attorney General, pursuant to the "Administrative Procedure Act," P.L.1968, c.410 (C.52:14B-1 et seq.), shall adopt rules and regulations to effectuate the purposes of this act concerning access to and dissemination of information obtained as a result of conducting a criminal history record background check.
L.1999,c.432,s.5.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:4-1 - Registered office and registered agent

15A:4-1. Registered office and registered agent
a. Every corporation organized under this title and every foreign corporation authorized to conduct activities in this State shall continuously maintain a registered office in this State, and a registered agent having an address identical with the registered office.
b. The registered office may be, but need not be, the same as a place where the corporation which it serves conducts activities.
c. The registered agent may be a natural person of the age of 18 years or more, or a domestic corporate entity or a foreign corporate entity authorized to conduct activities or transact business in this State, whether or not the agent corporation is organized for purposes for which a corporation may be organized under this title.
d. The designation of a resident office in this State and of a resident agent in charge thereof by any corporation as in force on the effective date of this act, shall be deemed to be the registered office or registered agent, respectively, with like effect as if made hereunder until changed pursuant to this act.
L.1983, c. 127, s. 15A:4-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:4-2 - Function of registered agent and office; service of process, notice or demand

15A:4-2. Function of registered agent and office; service of process, notice or demand
a. Every registered agent shall be an agent of the corporation which has appointed the agent, upon whom process against the corporation may be served and who shall deliver to the corporation all process, notices or demands received by the agent as agent for the corporation.
b. 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 conduct activities in this State, its officers or trustees, the notice or demand may be sent by mail or otherwise, as the law may require, to the registered office of the corporation in this State, and the notice given or demand made shall be sufficient notice or demand.
c. 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 the corporation, its officers or trustees.
d. Whenever the law of this State requires that any certificate, report or statement made, published, filed or recorded by any corporation, domestic or foreign, state the residence address of any incorporator, trustee or officer, there must be furnished in the document the residence address of that person or other address, other than a postal designation, where the person regularly receives mail and which is not the address of the corporation.
L.1983, c. 127, s. 15A:4-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:4-3 - Change of registered office or registered agent

15A:4-3. Change of registered office or registered agent
15A:4-3. Change of Registered Office or Registered Agent.
a. A domestic corporation or a foreign corporation authorized to conduct activities 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.
b. The corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth:
(1) The name of the corporation;
(2) If the registered agent is not being changed, the name of the registered agent;
(3) If the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent;
(4) If the registered office is not being changed, the address of the then registered office;
(5) 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;
(6) That the address of its registered office and the address of its registered agent will be identical after the change; and
(7) That the change in registered office, or registered agent, or both, is made pursuant to resolution of the board.
c. The registered agent of one or more domestic or foreign corporations may change the registered office of the corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by the agent and setting forth:
(1) The names of all the corporations whose registered offices are being changed and for which it is the registered agent, listed in alphabetical order;
(2) The address of the registered office of each corporation immediately prior to the change, and the address of the new registered office;
(3) That the address of the registered office of each corporation and the address of its registered agent will be identical after the change; and
(4) A statement that at least 20 days' prior notice of the change has been given to each 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 the filing or at a later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate.
d. (Deleted by amendment, P.L.1997, c.138).
L.1983, c.127, s.15A:4-3, eff. Oct. 1, 1983; amended 1997, c.138, s.1.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:4-4 - Resignation of registered agent

15A:4-4. Resignation of registered agent
a. The registered agent of a domestic corporation or a foreign corporation authorized to conduct activities in this State may resign by complying with the provisions of this section.
b. 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 the service. If service cannot be made, the affidavit shall so state, and shall state briefly why the 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.
c. The 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 the 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State.
L.1983, c. 127, s. 15A:4-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:4-6 - Certain veterans' organizations exempt from annual report filing fee.

15A:4-6 Certain veterans' organizations exempt from annual report filing fee.
1. A veterans' organization which organizes as a corporation under the "New Jersey Nonprofit Corporation Act," N.J.S.15A:1-1 et seq., shall be exempt from paying the annual report filing fee required pursuant to subsection f. of N.J.S.15A:15-1, when filing the annual report required pursuant to N.J.S.15A:4-5.
As used in this section, "veterans' organization" means the American Legion, Veterans of Foreign Wars, or other veterans' organizations chartered under federal law, or any service foundation of such an organization recognized in its bylaws.
L.2016, c.39, s.1.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-1 - Meetings of members of corporation.

15A:5-1 Meetings of members of corporation.
15A:5-1. a. Meetings of members of every corporation organized under this title may, unless otherwise provided by law, be held at a place, within or without this State, as may be provided in the bylaws or as may be fixed by the board pursuant to authority granted by the bylaws. In the absence of such a provision, all meetings of members shall be held at the registered office of the corporation. A meeting of members may be held by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
b. One or more members may participate in a meeting by means of remote communication to the extent the board authorizes that participation. Meetings conducted in part or solely by means of remote communication and any member'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 c. of this section.
c. A member participating in a meeting of members by means of remote communication 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 meeting conducted in part or solely by means of remote communication in reliance upon subsection a. of this section, the corporation shall implement reasonable measures to:
(1) verify that each person participating remotely is a member or a proxy of a member;
(2) provide each member participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the members, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(3) record and maintain a record of any votes or other actions taken by remote communication at the meeting.
Amended 2020, c.20, s.1; 2021, c.362.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-2 - Annual or biennial meeting of members

15A:5-2. Annual or biennial meeting of members
a. If the certificate of incorporation or bylaws or other applicable law provides that some or all of the trustees shall be elected by the members, the certificate of incorporation or bylaws may provide that a meeting of the members of the corporation shall be held at least once every 2 years. If no provision for a required meeting of members is set forth in the certificate of incorporation or bylaws, then the meeting to elect the trustees shall be held annually.
b. An annual or biennial meeting of the members shall be held at a time as may be provided in the bylaws, or as may be fixed by the board pursuant to authority granted in the bylaws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual or biennial meeting at the designated time, or to elect a sufficient number of trustees at that meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. If the annual or biennial meeting for election of trustees is not held on the date designated, the trustees shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual or biennial meeting for a period of 30 days after the date designated, 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, or 25 months after its last biennial meeting, as the case may be, the Superior Court may, upon the application of a member, summarily order the meeting or the election, or both, to be held at a time and place, upon notice and for the transaction of business as may be designated in the order. At any meeting ordered by the court called pursuant to this section, the members present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in the order.
L.1983, c. 127, s. 15A:5-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-3 - Special meetings of members

15A:5-3. Special meetings of members
Special meetings of the members may be called by the president or the board, or by any other officers, trustees or members as may be provided in the bylaws. Notwithstanding any provision in the bylaws, upon the application of not less than 10% of all the members 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 members to be called and held at a time and place, upon notice and for the transaction of such business as may be designated in the order. At any meeting ordered to be called pursuant to this section, the members 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.1983, c. 127, s. 15A:5-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-4 - Notice of members' meetings.

15A:5-4 Notice of members' meetings.
15A:5-4. a. Except as otherwise provided in this act, written notice of the time, place and purposes of every meeting of members shall be given not less than 10 nor more than 60 days before the date of the meeting, either personally or by mail, to each member of record entitled to vote at the meeting. If the board has authorized participation by members by means of remote communication pursuant to N.J.S.15A:5-1, the notice to members shall describe the means of remote communication to be used.
b. When a meeting is adjourned to another time or place, it shall not be necessary, unless the bylaws otherwise provide, to give notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and at the adjourned meeting only business shall be transacted as might have been transacted at the original meeting. If after the adjournment, the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record on the new record date entitled to notice under subsection a. of this section.
amended 2020, c.20, s.2.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:5-5 - Waiver of notice or of lapse of time

15A:5-5. Waiver of notice or of lapse of time
a. Notice of a meeting need not be given to any member who signs a waiver of the notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of the meeting, shall constitute a waiver of notice by that member.
b. Whenever members are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without the lapse if the requirement is waived in writing, in person or by proxy, before or after the taking of that action, by every member entitled to vote thereon as of the date of the taking of the action.
L.1983, c. 127, s. 15A:5-5, eff. Oct. 1, 1983.