reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.7 - Termination of derivative proceeding, shareholder class action.

14A:3-6.7 Termination of derivative proceeding, shareholder class action.
7. On termination of a derivative proceeding or a shareholder class action the court may:
(1) order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the corporation;
(2) order the plaintiff to pay any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained without the exercise of reasonable diligence by the plaintiff or without reasonable cause or for an improper purpose; or
(3) order a party to pay an opposing party's expenses incurred because of the filing of a pleading, motion or other paper, if it finds that the pleading, motion or other paper was not well grounded in fact, after reasonable inquiry, or warranted by existing law or a good faith argument for the extension, modification or reversal of existing law and was interposed for an improper purpose, such as to harass or cause unnecessary delay or needlessly increase the cost of litigation.
L.2013, c.42, s.7.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.8 - Security for reasonable expenses.

14A:3-6.8 Security for reasonable expenses.
8. In any derivative proceeding or shareholder class action instituted by a shareholder or shareholders holding less than 5% of the outstanding shares of any class or series of the corporation, unless the shares have a market value in excess of $250,000, the corporation in whose right the action is brought shall be entitled at any time before final judgment to require the plaintiff or plaintiffs to give security for the reasonable expenses, including fees of attorneys, that may be incurred by it in connection with the action or may be incurred by other parties named as defendant for which it may become legally liable. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervener, as of the date that the intervener becomes a party to the action. The corporation shall have recourse to that security in that amount which the court having jurisdiction shall determine upon the termination of the action in accordance with section 7 of P.L.2013, c.42 (C.14A:3-6.7).
L.2013, c.42, s.8.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:3-6.9 - Applicability.

14A:3-6.9 Applicability.
9. In any derivative proceeding or shareholder class action against a corporation organized under the provisions of the "New Jersey Business Corporation Act," N.J.S.14A:1-1 et seq.:
a. Except for sections 7 and 8 of P.L.2013, c.42 (C.14A:3-6.7 and 6.8), which must be expressly made applicable by the corporation's certificate of incorporation, the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) shall apply to actions brought in state or federal court both within and outside of the State of New Jersey; and
b. The provisions of the corporation's certificate of incorporation may vary the applicability or effect of the provisions of P.L.2013, c.42 (C.14A:3-6.1 et seq.) on that corporation.
L.2013, c.42, s.9; amended 2017, c.362, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:4-1 - Registered office and registered agent

14A:4-1. Registered office and registered agent
(1) Every corporation organized for any purpose under any general or special law of this State and every foreign corporation authorized to transact business in this State shall continuously maintain a registered office in this State, and a registered agent having a business office identical with such registered office.
(2) The registered office may be, but need not be, the same as a place of business of the corporation which it serves.
(3) The registered agent may be a natural person of the age of 18 years or more, or a domestic corporation or a foreign corporation authorized to transact business in this State, whether or not any such agent corporation is organized for a purpose or purposes for which a corporation may be organized under this act.
(4) The designation of a principal or registered office in this State and of a registered agent in charge thereof by any corporation of this State or by any foreign corporation authorized to transact business in this State, as in force on the effective date of this act, shall continue with like effect as if made hereunder until changed pursuant to this act.
L.1968, c.350; amended by L.1973, c. 366, s. 10, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:4-2 - Function of registered agent and office; service of process, notice or demand

14A:4-2. Function of registered agent and office; service of process, notice or demand
(1) Every registered agent shall be an agent of the corporation which has appointed him, upon whom process against the corporation may be served.
(2) Whenever any law of this State requires or permits any notice or demand to be given to or made upon a domestic corporation or a foreign corporation authorized to transact business in this State, its officers or directors, such notice or demand may be sent by mail or otherwise, as the law may require or permit, to the registered office of the corporation in this State, and such notice so given or demand so made shall be sufficient notice or demand.
(3) The provisions of this section shall not exclude any other method provided by law for service of process upon a corporation, domestic or foreign, or for service of a notice or demand upon such corporation, its officers or directors.
(4) (Deleted by amendment, P.L. 1988, c. 94.)
L.1968, c.350; amended 1969,c.102,ss.2,17; 1988,c.94,s.14.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:4-3 - Change of registered office or registered agent

14A:4-3. Change of registered office or registered agent
14A:4-3. Change of registered office or registered agent.
(1) A domestic corporation or a foreign corporation authorized to transact business in this State may change its registered office or its registered agent, or both. When the registered office is changed, or when the registered agent is changed, or dies, resigns or becomes disqualified, the corporation shall, by resolution of the board, forthwith fix the address of the new registered office or designate the successor registered agent or both, as the case may be.
(2) Such corporation shall forthwith file in the office of the Secretary of State a certificate executed on behalf of the corporation setting forth
(a) the name of the corporation;
(b) if the registered agent is not being changed, the name of the registered agent;
(c) if the registered agent is being changed, the names of the registered agent being succeeded and of the successor registered agent;
(d) if the registered office is not being changed, the address of the then registered office;
(e) if the registered office is being changed, the address of the registered office immediately prior to the change, and the address of the new registered office;
(f) that the address of its registered office and the address of its registered agent will be identical after the change; and
(g) that the change in registered office, or registered agent, or both, is made pursuant to resolution of the board.
(3) The registered agent of one or more domestic or foreign corporations may change the registered office of such corporation or corporations to another address in this State by filing in the office of the Secretary of State a certificate executed by such agent and setting forth
(a) the names of all the corporations whose registered offices are being changed and for which he or it is the registered agent, listed in alphabetical order;
(b) the address of the registered office of each such corporation immediately prior to the change, and the address of the new registered office;
(c) that the address of the registered office of each such corporation and the address of its registered agent will be identical after the change; and
(d) a statement that at least 20 days' prior notice of the change has been given to each such corporation in writing.
The change of the registered office of each of the corporations named in the certificate shall become effective upon the date of such filing or at such later time, not to exceed 30 days after the date of filing, as may be set forth in the certificate.
(4) (Deleted by amendment, P.L.1997, c.139.)
L.1968, c.350; amended 1969, c.102, ss.3,17; 1971, c.253, s.1; 1977, c.34, s.1; 1997, c.139, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:4-4 - Resignation of registered agent

14A:4-4. Resignation of registered agent
14A:4-4. Resignation of registered agent.
(1) The registered agent of a domestic corporation or a foreign corporation authorized to transact business in this State may resign by complying with the provisions of this section.
(2) The registered agent shall serve a notice of resignation by certified mail, return receipt requested, upon the president, or any vice president, or the secretary or treasurer of the corporation at the address last known to the agent, and shall make an affidavit of such service. The notice shall also advise the recipient of the requirements of subsection 14A:4-3(1). If such service cannot be made, the affidavit shall so state, and shall state briefly why such service cannot be made. The affidavit, together with a copy of the notice of resignation, shall be filed in the office of the Secretary of State.
(3) Such resignation shall become effective upon the expiration of 30 days after the filing in the office of the Secretary of State of the affidavit under this section or upon the designation by the corporation of a new registered agent pursuant to this act, whichever is earlier. If the corporation fails to designate a new registered agent within said 30-day period, the corporation shall thereafter be deemed to have no registered agent or registered office in this State.
(4) (Deleted by amendment, P.L.1997, c.139.)
L.1968, c.350; amended 1988, c.94, s.15; 1997, c.139, s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:4-6 - Complete address required

14A:4-6. Complete address required
On or after the effective date of this 1989 amendatory and supplementary act, whenever the address of a registered office is required to be provided on any document under the provisions of chapter 4 of Title 14A of the New Jersey Statutes, the complete address shall be provided, including the number and street location and, if applicable, the post office box number. If the complete address has not been previously filed with the Secretary of State, it shall be provided by completion of a change of address form to be approved and made available by the Annual Reports Section of the Division of Commercial Recording in the Department of State.
L.1989,c.175,s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-1 - Place of shareholders' meetings.

14A:5-1 Place of shareholders' meetings.
14A:5-1. Place of shareholders' meetings.
(1) Meetings of shareholders of every corporation organized for any purpose under any general or special law of this State may, unless otherwise provided by law, be held at such place, within or without this State, as may be provided in the by-laws or as may be fixed by the board pursuant to authority granted by the by-laws. In the absence of any such provision, all meetings shall be held at the registered office of the corporation. A meeting of shareholders may be held solely or in part by means of remote communication to the extent the board authorizes and adopts guidelines and procedures governing such a meeting.
(2) One or more shareholders may participate in a meeting of shareholders by means of remote communication to the extent the board authorizes that participation, including the authorization of a meeting of shareholders held solely by means of remote participation. Shareholder meetings conducted in part or solely by means of remote communication and any shareholder's remote participation in those meetings shall be subject to those guidelines and procedures as the board adopts, and shall be in conformity with subsection 14A:5-1(3).
(3) A shareholder participating in a meeting of shareholders by means of remote communication in reliance upon subsection 14A:5-1(1) shall be deemed present in person and shall be entitled to vote at the meeting regardless of whether that meeting is held at a designated place or solely by means of remote communication. In any shareholder meeting conducted in part or solely by means of remote communication in reliance upon subsection 14A:5-1(1), the corporation shall implement reasonable measures to:
(a) verify that each person participating remotely is a shareholder or a proxy of a shareholder;
(b) provide each shareholder participating remotely with a reasonable opportunity to participate in the meeting, including an opportunity to vote on matters submitted to the shareholders, and to read or hear the proceedings of the meeting substantially concurrently with those proceedings; and
(c) record and maintain a record of any shareholder votes or other actions taken by remote communication at the meeting.
amended 2013, c.41, s.1; 2020, c.15; 2021, c.202, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-2 - Annual meeting of shareholders

14A:5-2. Annual meeting of shareholders
An annual meeting of the shareholders shall be held at such time as may be provided in the by-laws, or as may be fixed by the board pursuant to authority granted in the by-laws, and, in the absence of such a provision, at noon on the first Tuesday of April. Failure to hold the annual meeting at the designated time, or to elect a sufficient number of directors at such meeting or any adjournment thereof, shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation. If the annual meeting for election of directors is not held on the date designated therefor, the directors shall cause the meeting to be held as soon thereafter as convenient. If there is a failure to hold an annual meeting for a period of 30 days after the date designated therefor, or if no date has been designated for a period of 13 months after the organization of the corporation or after its last annual meeting, the Superior Court may, upon the application of any shareholder, summarily order the meeting or the election, or both, to be held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order.
L.1968, c.350; amended by L.1969, c. 102, s. 4.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-3 - Call of special meeting of shareholders

14A:5-3. Call of special meeting of shareholders
Special meetings of the shareholders may be called by the president or the board, or by such other officers, directors or shareholders as may be provided in the by-laws. Notwithstanding any such provision, upon the application of the holder or holders of not less than 10% of all the shares entitled to vote at a meeting, the Superior Court, in an action in which the court may proceed in a summary manner, for good cause shown, may order a special meeting of the shareholders to be called and held at such time and place, upon such notice and for the transaction of such business as may be designated in such order. At any meeting ordered to be called pursuant to this section, the shareholders present in person or by proxy and having voting powers shall constitute a quorum for the transaction of the business designated in such order.
L.1968,c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-4 - Notice of shareholders' meetings.

14A:5-4 Notice of shareholders' meetings.
14A:5-4. Notice of shareholders' meetings.
(1) Except as otherwise provided in this act, written notice of the time, place and purpose or purposes of every meeting of shareholders 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 shareholder of record entitled to vote at the meeting. If the board has authorized participation by shareholders by means of remote communication pursuant to section 14A:5-1, the notice to that class or series of shareholders shall describe the means of remote communication to be used.
(2) When a meeting is adjourned to another time or place, it shall not be necessary, unless the by-laws 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 such business is transacted as might have been transacted at the original meeting. However, 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 shareholder of record on the new record date entitled to notice under subsection 14A:5-4(1).
amended 2013, c.41, s.2.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-5 - Waiver of notice or of lapse of time

14A:5-5. Waiver of notice or of lapse of time
(1) Notice of a meeting need not be given to any shareholder who signs a waiver of such notice, in person or by proxy, whether before or after the meeting. The attendance of any shareholder at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
(2) Whenever shareholders are authorized to take any action after the lapse of a prescribed period of time, the action may be taken without such lapse if such requirement is waived in writing, in person or by proxy, before or after the taking of such action, by every shareholder entitled to vote thereon as at the date of the taking of such action.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-7 - Fixing record date

14A:5-7. Fixing record date
14A:5-7. Fixing record date.
(1) The bylaws may provide for fixing, or in the absence of such a provision the board may fix, in advance, a date as the record date for determining the corporation's shareholders with regard to any corporate action or event and, in particular, for determining the shareholders entitled to
(a) notice of or to vote at any meeting of shareholders or any adjournment thereof;
(b) give a written consent to any action without a meeting; or
(c) receive payment of any dividend or allotment of any right. The record date may in no case be more than 60 days prior to the shareholders' meeting or other corporate action or event to which it relates. The record date for a shareholders' meeting may not be less than 10 days before the date of the meeting. The record date to determine shareholders entitled to give a written consent may not be more than 60 days before the date fixed for tabulation of the consents or, if no date has been fixed for tabulation, more than 60 days before the last day on which consents received may be counted.
(2) If no record date is fixed
(a) the record date for a shareholders' meeting shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day next preceding the day on which the meeting is held; and
(b) the record date for determining shareholders for any purpose other than that specified in paragraph 14A:5-7(2)(a) shall be at the close of business on the day on which the resolution of the board relating thereto is adopted; and
(c) the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by this act, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of shareholders are recorded.
(3) When a determination of shareholders of record for a shareholders' meeting has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date under this section for the adjourned meeting.
L.1968, c.350; amended 1973,c.366,s.13; 1995,c.279,s.5.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-8 - Voting list

14A:5-8. Voting list
(1) The officer or agent having charge of the stock transfer books for shares of a corporation shall make a complete list of the shareholders entitled to vote at a shareholders' meeting or any adjournment thereof. A list required by this subsection may consist of cards arranged alphabetically or any equipment which permits the visual display of the information required by this section. Such list shall
(a) Be arranged alphabetically within each class, series, or group of shareholders maintained by the corporation for convenience of reference, with the address of, and the number of shares held by, each shareholder;
(b) Be produced (or available by means of a visual display) at the time and place of the meeting;
(c) Be subject to the inspection of any shareholder for reasonable periods during the meeting; and
(d) Be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting.
(2) If the requirements of this section have not been complied with, the meeting shall, on the demand of any shareholder in person or by proxy, be adjourned until the requirements are complied with. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting prior to the making of any such demand.
L.1968, c.350; amended 1973,c.366,s.14; 1988,c.94,s.17.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-9 - Quorum of shareholders

14A:5-9. Quorum of shareholders
(1) Unless otherwise provided in the certificate of incorporation or this act, the holders of shares entitled to cast a majority of the votes at a meeting shall constitute a quorum at such meeting. The shareholders present in person or by proxy at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Less than a quorum may adjourn.
(2) Whenever the holders of any class or series of shares are entitled to vote separately on a specified item of business, the provisions of this section shall apply in determining the presence of a quorum of such class or series for the transaction of such specified item of business.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-11 - Votes required

14A:5-11. Votes required
(1) Whenever any action, other than the election of directors, is to be taken by vote of the shareholders, it shall be authorized by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon, unless a greater plurality is required by the certificate of incorporation or another section of this act.
(2) The certificate of incorporation may provide that any class or classes of shares, or any series thereof, shall vote as a class to authorize any action, including amendments to the certificate of incorporation. Such voting as a class shall be in addition to any other vote required by this act. Where voting as a class or series is provided in the certificate of incorporation, it shall be by the proportionate vote provided in the certificate or, if no proportionate vote is so provided, then for any action other than the election of directors, by a majority of the votes cast at such meeting by the holders of shares of such class or series entitled to vote thereon.
(3) Where voting as a class or series is required by this act to authorize any action, such action shall be authorized by a majority of the votes cast at such meeting by the holders of shares of each such class or series entitled to vote thereon, unless a greater vote is required by the certificate of incorporation or another section of this act. Such voting as a class shall be in addition to any other vote required by this act.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-12 - Greater voting requirements

14A:5-12. Greater voting requirements
(1) The provisions of the certificate of incorporation shall control whenever, with respect to any action to be authorized by the shareholders of a corporation, including the election of directors, the certificate of incorporation requires the affirmative vote of a greater proportion of the votes cast, including a unanimous vote, by the holders of shares entitled to vote thereon, or by the holders of shares of any class or series thereof, than is required by this act with respect to such action.
(2) An amendment of the certificate of incorporation which changes or deletes such a provision shall be authorized by the same vote as would be required to take action under the provision.
L.1968, c.350; amended 1988,c.94,s.18.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-13 - Shares owned or controlled by the corporation not voted or counted

14A:5-13. Shares owned or controlled by the corporation not voted or counted
A corporation holding its own shares shall not vote those shares at any meeting and those shares shall not be counted in determining the total number of outstanding shares at any given time. If the corporation holds a majority of the shares entitled to vote for the election of directors of another domestic corporation or a foreign corporation, shares of the corporation held by such other domestic corporation or foreign corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any given time.
L.1968, c.350; amended 1988,c.94,s.19.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-14 - Shares held by another corporation

14A:5-14. Shares held by another corporation
Shares 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 by-laws, shall be appointed to vote such shares.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-15 - Shares held by fiduciaries

14A:5-15. Shares held by fiduciaries
Shares held by any person in any representative or fiduciary capacity may be voted by him without a transfer of such shares into his name. Where shares are held jointly by any number of fiduciaries, and the instrument or order appointing such fiduciaries does not otherwise direct, such shares shall be voted as the majority of such fiduciaries shall determine. If the fiduciaries are equally divided as to how the shares shall be voted, any court having jurisdiction may, in an action brought by any of such fiduciaries or by any beneficiary, appoint an additional person to act with such fiduciaries in such matter, and the stock shall be voted by the majority of such fiduciaries and such additional person. The court may proceed in the action in a summary manner or otherwise.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-16 - Shares held jointly or as tenants in common

14A:5-16. Shares held jointly or as tenants in common
Shares held by two or more persons as joint tenants or as tenants in common may be voted at any meeting of the shareholders by any one of such persons, unless another joint tenant or tenant in common seeks to vote any of such shares in person or by proxy. In the latter event, the written agreement, if any, which governs the manner in which such shares shall be voted, shall control if presented at the meeting. If there be no such agreement presented at the meeting, the majority in number of such joint tenants or tenants in common present shall control the manner of voting. If there be no such majority, or if there be two such joint tenants or tenants in common, both of whom seek to vote such shares, the shares shall, for the purpose of voting, be divided equally among such joint tenants or tenants in common present.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-18 - When redeemable shares no longer entitled to vote

14A:5-18. When redeemable shares no longer entitled to vote
On and after the date on which written notice of redemption of redeemable shares has been mailed to the holders thereof and a sum sufficient to redeem such shares has been deposited with a bank or trust company with irrevocable instruction and authority to pay the redemption price to the holders thereof upon surrender of certificates therefor, such shares shall not be entitled to vote on any matter and shall not be deemed to be outstanding shares.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-19 - Proxy voting.

14A:5-19 Proxy voting.
14A:5-19. Proxy voting.
(1) Every shareholder entitled to vote at a meeting of shareholders or to express consent without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the shareholder or his agent, except that a proxy may be given by a shareholder or his agent by telegram, cable, telephonic transmission or by any other means of electronic communication so long as that telegram, cable, telephonic transmission or other means of electronic communication either sets forth or is submitted with information from which it can be determined that the proxy was authorized by the shareholder or his agent. No proxy shall be valid for more than 11 months, unless a longer time is expressly provided therein. Unless it is irrevocable as provided in subsection 14A:5-19(3), a proxy shall be revocable at will. The grant of a later proxy revokes any earlier proxy unless the earlier proxy is irrevocable. A proxy shall not be revoked by the death or incapacity of the shareholder, but the proxy shall continue to be in force until revoked by the personal representative or guardian of the shareholder. The presence at any meeting of any shareholder who has given a proxy does not revoke the proxy unless the shareholder files written notice of the revocation with the secretary of the meeting prior to the voting of the proxy or votes the shares subject to the proxy by written ballot.
(2) A person named in a proxy as the attorney or agent of a shareholder may, if the proxy so provides, substitute another person to act in his 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.
(3) A proxy which states that it is irrevocable is irrevocable if coupled with an interest either in the stock itself or in the corporation and, in particular and without limitation, if it is held by any of the following or a nominee of any of the following:
(a) A pledgee;
(b) A person who has purchased or agreed to purchase the shares;
(c) A creditor of the corporation who has extended credit or has agreed to continue to extend credit to the corporation if the proxy is given in consideration of the extension or continuation;
(d) A person who has agreed to perform services as an employee of the corporation if the proxy is given in consideration of the agreement; or
(e) A person designated pursuant to the terms of an agreement as to voting between two or more shareholders.
An irrevocable proxy becomes revocable when the interest which supports the proxy has terminated.
(4) Unless noted conspicuously on the share certificate, an otherwise irrevocable proxy may be revoked by a person who becomes the holder of the shares without actual knowledge of the restriction.
L.1968, c.350; amended 1973, c.366, s.15; 1988, c.94, s.20; 1998, c.144.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-22 - Infant shareholders and bondholders

14A:5-22. Infant shareholders and bondholders
(1) A corporation may treat an infant who holds shares or bonds of such corporation as having capacity to receive and to empower others to receive dividends, interest, principal and other payments and distributions, to vote or express consent or dissent, and to make elections and exercise rights relating to such shares or bonds, unless, in the case of shares, the corporate officer responsible for maintaining the list of shareholders or the transfer agent of the corporation or, in the case of bonds, the treasurer or paying officer or agent, has received written notice that such holder is an infant.
(2) An infant holder of shares or bonds of a corporation who has received or empowered others to receive payments or distributions, voted or expressed consent or dissent, or made an election or exercised a right relating to such shares or bonds, shall have no right thereafter to disaffirm or avoid, as against the corporation, any such act on his part, unless prior to such receipt, vote, consent, dissent, election or exercise, as to shares, the corporate officer responsible for maintaining the list of shareholders or its transfer agent or, in the case of bonds, the treasurer, other paying officer or transfer agent, had received written notice that such holder was an infant.
(3) This section does not limit any other statute which authorizes any corporation to deal with an infant or limits the right of an infant to disaffirm his acts.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-23 - Voting powers of bondholders; right to inspect

14A:5-23. Voting powers of bondholders; right to inspect
The certificate of incorporation may confer upon the holders of bonds issued by the corporation the power to vote for the election of directors and in respect to other corporate affairs and management, upon such terms and conditions as the certificate of incorporation shall provide. The certificate of incorporation or by-laws may provide for the manner of exercising such voting powers. The holders of bonds with voting powers shall, when entitled by the terms of such bonds to exercise such voting powers, have the same rights as those accorded to shareholders under section 14A:5-28.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-24 - Elections of directors; cumulative voting.

14A:5-24 Elections of directors; cumulative voting.
14A:5-24. Elections of directors; cumulative voting.
(1) Elections of directors need not be by ballot unless a shareholder demands election by ballot at the election and before the voting begins. If the by-laws require election by ballot at any shareholders' meeting, such requirement is waived unless compliance therewith is requested by a shareholder entitled to vote at such meeting.
(2) At each election of directors every shareholder entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or, if the certificate of incorporation so provides, to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the aggregate number of his votes shall equal, or by distributing such votes on the same principle among any number of such candidates.
(3) Except as otherwise provided by the certificate of incorporation or by-laws, directors shall be elected by a plurality of the votes cast at an election.
Amended 1973, c.366, s.17; 2009, c.10.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-25 - Selection of inspectors

14A:5-25. Selection of inspectors
(1) Unless the by-laws otherwise provide, the board may, in advance of any shareholders' meeting, or of the tabulation of written consents of shareholders without a meeting, appoint one or more inspectors to act at the meeting or any adjournment thereof or to tabulate such consents and make a written report thereof.
(2) If inspectors to act at any meeting of shareholders are not so appointed by the board or as otherwise provided in the by-laws or shall fail to qualify, the person presiding at a shareholders' meeting may, and on the request of any shareholder entitled to vote thereat, shall, make such appointment.
(3) In case 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.
(4) If the by-laws require inspectors at any shareholders' meeting, such requirement is waived unless compliance therewith is requested by a shareholder entitled to vote at such meeting.
(5) Each inspector, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.
(6) No person shall be elected a director in an election for which he has served as an inspector.
L.1968, c.350; amended by L.1973, c. 366, s. 18, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-26 - Duties of inspectors

14A:5-26. Duties of inspectors
The inspectors shall determine the number of shares outstanding and the voting power of each, the shares 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 such acts as are proper to conduct the election or vote with fairness to all shareholders. 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 shareholder entitled to vote thereat, 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 such report shall be filed with the minutes of the meeting.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-27 - Review of elections by superior court

14A:5-27. Review of elections by superior court
Any election by shareholders may be reviewed by the Superior Court in a summary manner, or otherwise, in an action brought by a shareholder entitled to vote at such election upon notice to the persons elected, the corporation and such other persons as the court may direct. The court may confirm the election, order a new election or provide such other relief as justice may require.
L.1968, c.350.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-30 - Liability of subscribers and shareholders

14A:5-30. Liability of subscribers and shareholders
14A:5-30. Liability of subscribers and shareholders.
(1) A holder of or subscriber for shares of a corporation shall be under no obligation to the corporation or its creditors to pay for such shares other than the obligation to pay to the corporation the unpaid portion of the consideration for which such shares were issued or to be issued, which in no event shall be less than the amount of the consideration for which such shares could be lawfully issued.
(2) Unless otherwise provided in the articles of incorporation, a shareholder of a corporation is not personally liable for the acts of the corporation, except that a shareholder may become personally liable by the reason of his own acts or conduct.
(3) A person holding stock in a fiduciary or representative capacity shall not be personally liable to the corporation as the holder of or subscriber for shares of a corporation but the estate and funds in his hands shall be so liable.
(4) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be liable to the corporation or its creditors for any unpaid portion of such consideration, but the original holder or subscriber and any assignee or transferee prior to an assignment or transfer to a person taking in good faith and without such knowledge or notice shall remain liable therefor.
(5) No pledgee or other holder of shares as collateral security shall be liable as a shareholder.
L.1968, c.350; amended 1995,c.279,s.7.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:5-31 - Establishment of procedures, conditions relative to certain proxy solicitation materials.

14A:5-31 Establishment of procedures, conditions relative to certain proxy solicitation materials.
1. A corporation may establish, in its bylaws, procedures or conditions under which materials with respect to shareholder-nominated individuals will be included in a corporation's proxy solicitation materials, including the form of proxy, for an upcoming election of directors. Those procedures or conditions may include, but shall not be limited to, the following:
(1) A condition requiring a minimum level of beneficial ownership of shares of the corporation's voting stock by the nominating shareholder or a minimum duration of ownership of those shares;
(2) Conditions limiting nominations of directors who have been previously nominated to the board;
(3) A provision limiting the number of shareholder-nominated directors for each shareholder meeting at which directors are to be elected;
(4) Procedures requiring the nominating shareholder to submit specified information concerning the shareholder and the shareholder's nominees, including information concerning ownership by those persons of shares of the corporation's capital stock;
(5) A provision limiting nominations to shareholders, or any affiliate of those shareholders, who have not, and whose nominee has not, within a specified time period, publicly proposed to acquire shares constituting a specified percentage of the voting power of the corporation's outstanding voting stock; and
(6) A provision requiring that the nominating shareholder undertake to indemnify the corporation in respect of any loss arising as a result of any false or misleading information or statement submitted by the nominating shareholder in connection with a nomination.
L.2017, c.299, s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-1 - Board of Directors

14A:6-1. Board of Directors
14A:6-1. Board of directors.
(1) The business and affairs of a corporation shall be managed by or under the direction of its board, except as in this act or in its certificate of incorporation otherwise provided. Directors shall be at least 18 years of age and need not be United States citizens or residents of this State or shareholders of the corporation unless the certificate of incorporation or by-laws so require. The certificate of incorporation or by-laws may prescribe other qualifications for directors.
(2) In discharging his duties to the corporation and in determining what he reasonably believes to be in the best interest of the corporation, a director may, in addition to considering the effects of any action on shareholders, consider any of the following: (a) the effects of the action on the corporation's employees, suppliers, creditors and customers; (b) the effects of the action on the community in which the corporation operates; and (c) the long term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may best be served by the continued independence of the corporation.
(3) If on the basis of the factors described in subsection (2) of this section, the board of directors determines that any proposal or offer to acquire the corporation is not in the best interest of the corporation, it may reject such proposal or offer. If the board of directors determines to reject any such proposal or offer, the board of directors shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer.
L.1968, c.350; amended 1973,c.366,s.21; 1988,c.94,s.24; 1989,c.106,s.1.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-2 - Number of directors

14A:6-2. Number of directors
The board of directors of a corporation shall consist of one or more members. Subject to any provisions contained in the certificate of incorporation, the by-laws shall specify the number of directors, or that the number of directors shall not be less than a stated minimum nor more than a stated maximum, with the actual number to be determined in the manner prescribed in the by-laws, except as to the number constituting the first board.
L.1968, c.350.; amended by L.1969, c. 102, s. 6; L.1973, c. 366, s. 22, eff. May 1, 1974.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-3 - Term of directors; resignation.

14A:6-3 Term of directors; resignation.
14A:6-3. Term of directors; resignation.
(1) The directors named in the certificate of incorporation shall hold office until the first annual meeting of shareholders, and until their successors shall have been elected and qualified. At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting, except in case of the classification of directors pursuant to subsection (1) of N.J.S.14A:6-4 and in the case of directors whose terms expire as provided for in subsection (2) of N.J.S.14A:6-4. Each director shall hold office for the term for which he is elected and until his successor shall have been elected and qualified.
(2) A director may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation of that notice, or at such subsequent time as shall be specified in the notice of resignation, or upon the occurrence of a certain event or events specified in the notice of resignation. Any resignation which is contingent upon a director failing to receive a specified vote for re-election shall provide that the resignation is irrevocable.
Amended 1988, c.94, s.25; 2009, c.9.
2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:6-4 - Classification of directors; restriction of right to choose directors

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