reglab/statecodes huggingface dataset:
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-14 - Standard of care; liability of trustees; reliance on corporate records

15A:6-14. Standard of care; liability of trustees; reliance on corporate records
15A:6-14. Standard of care; liability of trustees; reliance on corporate records.
Trustees and members of any committee designated by the board shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinary, prudent persons would exercise under similar circumstances in like positions. In discharging their duties, trustees and members of any committee designated by the board shall not be liable if, acting in good faith, they rely on the opinion of counsel for the corporation or upon written reports setting forth financial data concerning the corporation and prepared by an independent public accountant or certified public accountant or firm of accountants or upon financial statements, books of account or reports of the corporation represented to them to be correct by the president, the officer of the corporation having charge of its books of account, or the person presiding at a meeting of the board. A trustee shall not be personally liable to the corporation or its members for damages for breach of duty as a trustee if and to the extent that such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection c. of N.J.S.15A:2-8, except that, in the case of a trustee of a corporation which is established for the purposes provided for in P.L.1959, c.90 (C.2A:53A-7 et seq.) who serves without compensation, other than reimbursement for actual expenses, the trustee shall not be personally liable to the corporation or its members for damages for breach of duty as a trustee, whether or not such liability has been eliminated or limited by a provision in the certificate of incorporation authorized by subsection c. of N.J.S.15A:2-8.
L.1983, c.127, s.15A:6-14, eff. Oct. 1, 1983; amended 1989,c.260,s.3.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-15 - Officers

15A:6-15. Officers
a. The officers of a corporation shall consist of a president, a secretary, a treasurer, and, if desired, a chairman of the board, an executive director, one or more vice presidents, and all other officers as may be prescribed by the bylaws. Unless otherwise provided in the bylaws, the officers shall be elected or appointed by the board. A corporation may provide alternative titles for those officers; provided that the certificate of incorporation or the bylaws specify which other officer titles correspond to the president, secretary and treasurer and that the alternative titles not be used in completing the annual report filed pursuant to section 15A:4-5.
b. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if the instrument is required by law or by the bylaws to be executed, acknowledged, or verified by two or more officers.
c. Any officer elected or appointed as herein provided shall hold office for the term for which that officer is so elected or appointed and until a successor is elected or appointed and has qualified, subject to earlier termination by removal or resignation.
d. All officers of the corporation, as between themselves and the corporation, shall have the authority and perform the duties in the management of the corporation as may be provided in the bylaws, or as may be determined by resolution of the board not inconsistent with the bylaws.
L.1983, c. 127, s. 15A:6-15, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-16 - Removal and resignation of officers; filling of vacancies

15A:6-16. Removal and resignation of officers; filling of vacancies
a. Any officer elected or appointed by the board may be removed by the board with or without cause. An officer elected by the members may be removed, with or without cause, only by vote of the members, but the authority to act as an officer may be suspended by the board for cause. The removal of an officer without cause shall be without prejudice to that officer's contract rights, if any. Election or appointment of an officer shall not of itself create contract rights.
b. An officer may resign by written notice to the corporation. The resignation shall be effective upon receipt thereof by the corporation or at a subsequent time as shall be specified in the notice of resignation.
c. Any vacancy occurring among the officers, however caused, shall be filled in the manner provided in the bylaws. In the absence of such a provision, any vacancy shall be filled by the board.
L.1983, c. 127, s. 15A:6-16, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:6-17 - Bonds; facsimile signatures and seals

15A:6-17. Bonds; facsimile signatures and seals
The seal of the corporation, if any, and any or all signatures of the officers or other agents of the corporation upon a bond and any coupon attached thereto may be facsimiles if the bond is countersigned by an officer or other agent or a trustee or other certifying or authenticating authority. In case any officer or other agent who has signed or whose facsimile signature has been placed upon the bond or coupon shall have ceased to be an officer or agent before the bond is issued, it may be issued by the corporation with the same effect as if that officer or agent were an officer or agent at the date of its issue.
L.1983, c. 127, s. 15A:6-17, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:7-1 - Certificates or other written evidence of membership

15A:7-1. Certificates or other written evidence of membership
a. Memberships in a corporation may be, but need not be, represented by certificates or other written evidence of membership. Unless the certificate of incorporation or bylaws otherwise provide, the certificates or written evidences shall be signed by, or in the name of the corporation by, the chairman of the board, or the president or a vice-president, and by the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation and may be sealed with the seal of the corporation or a facsimile thereof.
b. Each certificate or other written evidence representing membership delivered after the effective date of this act shall state upon the face thereof:
(1) That the corporation is organized under the laws of this State;
(2) The name of the person to whom it is issued; and
(3) The class of membership, if any, which such certificate represents.
c. Every certificate or other written evidence of membership delivered after the effective date of this act by a corporation having more than one class of members shall set forth upon the face or back of the certificate or the written evidence, either a full statement of the designations and relative rights of each class of membership to be issued or a statement that the corporation will furnish to any member, upon request and without charge, a full statement.
L.1983, c. 127, s. 15A:7-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:7-2 - Restrictions on transfer of memberships

15A:7-2. Restrictions on transfer of memberships
a. Memberships of a corporation shall be personal property and, unless otherwise provided in the certificate of incorporation or bylaws, are not transferable and terminate upon the death of the member.
b. If memberships are transferable, any reasonable restriction on the transfer of memberships may be enforced against the members. The restrictions shall be valid only if imposed by the certificate of incorporation or bylaws or by a written agreement among any number of members. Unless noted conspicuously on the certificate or other written evidence representing memberships, a restriction shall not be valid against a person who becomes a member without actual knowledge of the restriction.
c. In particular and without limitation of the generality of the power granted by subsection b. of this section to impose restrictions, a restriction on the transfer of memberships may be enforced, if it:
(1) Obligates the member to offer to the corporation or to any other members a prior opportunity to acquire the membership;
(2) Obligates the corporation to purchase the membership;
(3) Requires the corporation to consent to any proposed transfer of the membership or to approve the proposed transferee; or
(4) Prohibits the transfer of the membership to designated persons or classes of persons, and the designation is not manifestly unreasonable.
d. If a restriction on transfer of memberships is held not to be authorized by the law of this State, the corporation shall nevertheless have an option for a period of 30 days after the judgment setting aside the restriction becomes final, to acquire the membership at a price to be agreed upon by the parties, or if an agreement is not reached as to price, then at its fair value as determined by any court having jurisdiction. In order to determine fair value, the court may appoint an appraiser to receive evidence and report to the court the findings and recommendations as to fair value.
L.1983, c. 127, s. 15A:7-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:8-1 - Employee benefit plans

15A:8-1. Employee benefit plans
a. A corporation may, in the manner prescribed in section 15A:8-2, establish and carry out wholly or partly at its expense, any one or more of the following plans for the benefit of some or all employees, as hereinafter defined, and their families, dependents or beneficiaries:
(1) Plans providing for payments solely in cash or property including salary, bonus, savings, pension, retirement, deferred compensation and other plans of similar nature; and
(2) Plans for the furnishing of medical services, life, sickness, accident, disability or unemployment insurance or benefits, education, housing, social and recreational services, and other similar aids and services.
b. The term "employees" as used in this chapter means employees, officers, and agents including any of the foregoing who may also be trustees of the corporation, or other persons who are or have been actively engaged in the conduct of the activities of the corporation, including any who have retired, become disabled or died prior to the establishment of any plan heretofore or hereafter adopted.
L.1983, c. 127, s. 15A:8-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:8-2 - Formulation of plans

15A:8-2. Formulation of plans
The board alone, by affirmative vote of a majority of the entire board, may adopt any plan described in section 15A:8-1 and may include provisions therein as the board may deem advisable.
L.1983, c. 127, s. 15A:8-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:8-3 - Amendment or termination of plans

15A:8-3. Amendment or termination of plans
Unless otherwise provided in the plan, the board may amend or terminate any plan described in section 15A:8-1. An amendment or termination of any plan shall not impair any rights which have accrued under the plan or deprive any employee or beneficiary of the employee of the equivalent in cash or other benefits of the contributions of the employee under the plan.
L.1983, c. 127, s. 15A:8-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:8-4 - Trust funds for employees; creation; maintenance and administration

15A:8-4. Trust funds for employees; creation; maintenance and administration
Any domestic or foreign corporation which adopts a plan described in section 15A:8-1 may establish one or more trust funds of the property contributed or held by the corporation or any subsidiary thereof for the purposes of the plan. The trust fund may be held and administered by the corporation adopting the plan or by any trustee or trustees, within or without this State, appointed by the corporation for that purpose.
L.1983, c. 127, s. 15A:8-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:8-5 - Continuation of trust; law against perpetuities inapplicable

15A:8-5. Continuation of trust; law against perpetuities inapplicable
The period for which any trust may be created and maintained may be as long as may be desirable for the complete administration of any plan as originally adopted or thereafter amended, and a trust fund shall not be subject to or held to be in violation of any principle of law against perpetuities or restraints on alienation or perpetual accumulations of trusts.
L.1983, c. 127, s. 15A:8-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:9-1 - Amendment of certificate of incorporation

15A:9-1. Amendment of certificate of incorporation
a. A corporation may amend its certificate of incorporation from time to time in any and as many respects as may be desired as long as the amendment contains only those provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making the amendment.
b. In particular, and without limitation upon the general power of amendment granted by subsection a. of this section, a corporation may amend its certificate of incorporation:
(1) To change its corporate name;
(2) To enlarge, limit or otherwise change its corporate purposes or powers;
(3) To provide for expansion or limitation on eligibility requirements for membership;
(4) To increase or decrease the number of trustees or their powers;
(5) To create new classes of members, to divide any class of members into one or more classes of members, and to transfer members from one class to another;
(6) To become a corporation with members or without members;
(7) To extend its period of duration; or
(8) To strike out, change or add any provision not inconsistent with law for the management and conduct of the affairs of the corporation, or creating, defining, limiting and regulating the powers of the corporation, its trustees and members or any class of members, including any provision which under this act is required or permitted to be set forth in the bylaws.
L.1983, c. 127, s. 15A:9-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:9-2 - Procedure to amend certificate of incorporation

15A:9-2. Procedure to amend certificate of incorporation
a. Before the organization meeting of the board of trustees, the incorporators may amend the certificate of incorporation by complying with subsection a. of section 15A:9-4.
b. An amendment of the certificate of incorporation pursuant to a plan of merger may be made in the manner provided in chapter 10 of this act.
c. An amendment of the certificate of incorporation of a corporation not having any members entitled to vote thereon shall be approved upon receipt of the affirmative vote of two-thirds of those trustees present at a meeting called for the purpose of considering and voting upon the proposed amendment unless the vote of a greater number is required by the certificate of incorporation or bylaws. Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4.
d. All other amendments of the certificate of incorporation shall be made in the following manner:
(1) The board of trustees shall approve the proposed amendment and direct that it be submitted to a vote at a meeting of the members;
(2) Written notice setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each member of record entitled to vote thereon within the time and in the manner provided in this act for the giving of notice of meetings of members;
(3) At the meeting, a vote of members entitled to vote thereon shall be taken on the proposed amendment. The proposed amendment shall be adopted upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon and, in addition, if any class of members is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this subsection shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12;
(4) Any number of amendments may be acted upon at one meeting;
(5) Upon adoption, a certificate of amendment shall be filed in the office of the Secretary of State as provided in section 15A:9-4.
L.1983, c. 127, s. 15A:9-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:9-3 - Class voting on amendments

15A:9-3. Class voting on amendments
Notwithstanding any provision in the certificate of incorporation, the members of a class, with or without voting rights, whose voting or other rights or preferences or privileges would be subordinated or otherwise adversely affected by a proposed amendment, shall be entitled to vote as a class thereon.
L.1983, c. 127, s. 15A:9-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:9-4 - Certificate of amendment

15A:9-4. Certificate of amendment
a. If the amendment is made as provided by subsection a. of section 15A:9-2, a certificate of amendment shall, subject to subsection c. of section 15A:2-7, be signed by all incorporators, shall set forth the name of the corporation and the amendment so adopted, and shall recite that the amendment is made by the unanimous consent of the incorporators before the organization meeting of the board of trustees.
b. If the amendment is made as provided by subsection c. or d. of section 15A:9-2, a certificate of amendment shall be executed on behalf of the corporation and shall set forth:
(1) the name of the corporation;
(2) the amendment so adopted;
(3) whether the corporation has or does not have members;
(4) the date of the adoption of the amendment by the trustees if the corporation has no members entitled to vote thereon, or by the members, whichever is applicable;
(5) if the corporation has no members entitled to vote thereon, the number of trustees of the corporation and either the number of trustees voting for and against the amendment, respectively, and the number of trustees present at the meeting or that the amendment was adopted by the unanimous written consent of the trustees without a meeting;
(6) if applicable, the number of members entitled to vote thereon and either the number of members voting for and against the amendment, respectively, if any class or classes of members are entitled to vote thereon as a class, the number of members in each class, the votes of each class voted for and against the amendment, respectively, and the number of members present at the meeting; or that the amendment was adopted by the unanimous written consent of the members without a meeting; and
(7) if, pursuant to subsection c. of this section, the amendment is to become effective at a time subsequent to the time of filing, the date when the amendment is to become effective.
c. An original and one copy of each certificate of amendment of the certificate of incorporation shall be filed in the office of the Secretary of State and the amendment shall become effective upon the date of filing or at a later time, not to exceed 30 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:9-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:9-6 - Abandonment of amendment or restated certificate

15A:9-6. Abandonment of amendment or restated certificate
Prior to the effective date of an amendment of a certificate of incorporation or of a restated certificate for which the approval of members is required by this act, the amendment or the restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the members approving the amendment or the restated certificate or in any resolution subsequently adopted by the members. Prior to the effective date of an amendment of a certificate of incorporation or of a restated certificate for which the approval of members is not required by this act, the amendment or restated certificate may be abandoned pursuant to provisions therefor, if any, set forth in the resolution of the trustees approving the amendment or the restated certificate, or in any resolution subsequently adopted by the board. If a certificate of amendment or a restated certificate has been filed in the office of the Secretary of State prior to the abandonment, an original and a copy of a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall state that the amendment or the restated certificate has been abandoned in accordance with the provisions set forth in the resolution therefor and shall specify whether the resolution was adopted by the board or the members and the date of adoption of the resolution. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:9-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-1 - Procedure for merger

15A:10-1. Procedure for merger
a. Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this act.
b. The board of each corporation shall approve a plan of merger setting forth:
(1) the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the surviving corporation;
(2) the terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be affected by the merger;
(3) the manner and basis of converting the membership of each corporation, in whole or in part, into memberships or obligations of the surviving corporation, or into cash or other property;
(4) Any other provisions with respect to the proposed merger as are deemed necessary or desirable.
L.1983, c. 127, s. 15A:10-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-2 - Procedure for consolidation

15A:10-2. Procedure for consolidation
a. Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this act.
b. The board of each corporation shall approve a plan of consolidation setting forth:
(1) the names of corporations proposing to consolidate, and the name of the new corporation into which they propose to consolidate, which is hereinafter designated as the new corporation;
(2) the terms and conditions of the proposed consolidation;
(3) the manner and basis of converting the memberships of each corporation, in whole or in part, into memberships or obligations of the new corporation or into cash or other property;
(4) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and
(5) any other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
L.1983, c. 127, s. 15A:10-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-3 - Approval by corporation not having members entitled to vote

15A:10-3. Approval by corporation not having members entitled to vote
When a corporation is without members entitled to vote thereon, a merger or consolidation shall be approved upon receipt of the affirmative vote of two-thirds of the trustees present at a meeting called for the purpose of considering and voting upon the proposed merger or consolidation, unless a greater number is fixed by the certificate of incorporation or the bylaws.
L.1983, c. 127, s. 15A:10-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-4 - Approval by members

15A:10-4. Approval by members
a. Where a corporation has members entitled to vote thereon, the board shall approve the plan of merger or plan of consolidation and direct that the plan be submitted to a vote at a meeting of members. Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record entitled to vote at that meeting, in the manner provided in this act for the giving of notice of meetings of members. The notice shall include, or shall be accompanied by, a copy or a summary of the plan of merger or consolidation.
b. At the meeting, a vote of the members entitled to vote shall be taken on the proposed plan of merger or consolidation. The plan shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. Any class of members of any corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to the certificate of incorporation, would entitle the class of members to vote as a class, unless the provision is one which could be adopted by the board without member approval. The voting requirements of this section shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12.
L.1983, c. 127, s. 15A:10-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-5 - Certificate of merger or consolidation

15A:10-5. Certificate of merger or consolidation
a. After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth:
(1) the name of each corporation which is a party to the merger or consolidation and, with respect to each, whether or not it has members entitled to vote on the merger or consolidation;
(2) the plan of merger or the plan of consolidation;
(3) as to each corporation without members entitled to vote thereon:
(a) that the plan of merger or plan of consolidation was approved by the board of trustees of the corporation, and
(b) the number of trustees and either the number of votes cast for and against the plan of merger or plan of consolidation and the number of trustees present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the trustees without a meeting;
(4) as to each corporation having members entitled to vote thereon:
(a) the number of members entitled to vote on such plan,
(b) if the members of any class are entitled to vote thereon as a class, the designation and number of members entitled to vote thereon of each class,
(c) either the number of votes for and against such plan, respectively, if the members of any class are entitled to vote as a class, the number of votes of each class voted for and against such plan, respectively, and the number of members present at the meeting or that the plan of merger or plan of consolidation was adopted by the unanimous written consent of the members without a meeting;
(5) if, pursuant to subsection b. of this section, the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective.
b. The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation 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. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:10-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-7 - Merger or consolidation of domestic and foreign corporations

15A:10-7. Merger or consolidation of domestic and foreign corporations
a. One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner:
(1) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized;
(2) The certificate of merger or consolidation required by section 15A:10-5 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection a. of section 15A:10-5, shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with;
(3) If the surviving or new corporation is to be a foreign corporation and is to conduct activities in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to conduct activities in this State, the certificate of merger or consolidation required by section 15A:10-5 shall, in addition to other required information, set forth:
(a) an agreement by the foreign corporation that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any foreign corporation, previously amenable to suit in this State, which is a party to the merger or consolidation, and
(b) an irrevocable appointment by the foreign corporation of the Secretary of State of this State as its agent to accept service of process in any proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in the proceeding.
b. If the surviving or new corporation is a domestic corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except as the laws of the jurisdiction of incorporation of the foreign corporation shall provide otherwise.
L.1983, c. 127, s. 15A:10-7, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-8 - Abandonment of merger or consolidation

15A:10-8. Abandonment of merger or consolidation
Prior to the time when a merger or consolidation authorized by this chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to the abandonment, an original and a copy of a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of the corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:10-8, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-9 - Acquisition of shares or assets

15A:10-9. Acquisition of shares or assets
Nothing contained in this chapter shall limit the right of any corporation to acquire all or some of the shares or the assets of another domestic corporation, foreign corporation or corporate entity. The certificate of incorporation or bylaws may contain provisions which restrict or limit a corporation as to the acquisition of shares or assets.
L.1983, c. 127, s. 15A:10-9, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-10 - Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets

15A:10-10. Sale or other disposition of assets in regular course of activities and mortgage or pledge of assets
The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its activities as conducted by the corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any domestic corporation, foreign corporation, or any corporate business entity as shall be authorized by its board. Unless otherwise provided in the certificate of incorporation or bylaws, no approval of the members shall be required.
L.1983, c. 127, s. 15A:10-10, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:10-11 - Sale or other disposition of assets other than in regular course of activities

15A:10-11. Sale or other disposition of assets other than in regular course of activities
a. A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and regular course of its activities as conducted by the corporation, may be made upon terms and conditions and for a consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any corporation, domestic or foreign, or any corporate business entity as may be authorized in the following manner:
(1) If the corporation is without members entitled to vote thereon, the board shall adopt a resolution authorizing the sale, lease, exchange, or other disposition by a vote of not less than two-thirds of the trustees present.
(2) If the corporation has members entitled to vote thereon:
(a) The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of members;
(b) Written notice shall be given not less than 20 nor more than 60 days before the meeting to each member of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notice of meetings of members, and the notice shall include, or shall be accompanied by a statement summarizing the principal terms of the proposed transaction;
(c) At the meeting the members may approve the sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor; the sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members entitled to vote thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote; and the voting requirement of this paragraph shall be subject to such greater or lesser requirements as are adopted pursuant to section 15A:5-12.
b. Notwithstanding the approval or authorization by the members, the board may abandon the sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the members.
c. The sale, lease, exchange, or other disposition of all, or substantially all, the assets of one or more subsidiaries of a corporation, if not in the usual and regular course of activities as conducted by the subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection a. of this section if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation.
L.1983, c. 127, s. 15A:10-11, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:11-1 - Limitations on rights of dissenting members

15A:11-1. Limitations on rights of dissenting members
A member of a domestic corporation shall not have the right to dissent from any merger, consolidation, sale of assets, or amendment of the certificate of incorporation or bylaws, nor shall any member have the right to be paid the value of any membership held by the member of a domestic corporation effecting any transaction. The transaction shall not be enjoined, preliminarily or permanently, except upon a showing that the transaction is fraudulent or is fundamentally unfair to any member and, in the action, the member or members complaining thereof shall have the burden of showing fraud or fundamental unfairness.
L.1983, c. 127, s. 15A:11-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-1 - Methods of dissolution

15A:12-1. Methods of dissolution
a. A corporation may be dissolved in any one of the following ways:
(1) by action of the incorporators or trustees pursuant to section 15A:12-2;
(2) by action of the members pursuant to section 15A:12-3;
(3) by action of the board and the members pursuant to section 15A:12-4;
(4) by action of the board pursuant to section 15A:12-5;
(5) by action of the members pursuant to section 15A:12-6;
(6) by the filing of a certificate of dissolution pursuant to section 15A:12-7 upon expiration of any period of duration stated in the corporation's certificate of incorporation;
(7) by a judgment of the Superior Court in an action brought pursuant to section 15A:12-11, 15A:12-12, or 15A:14-2 or otherwise; or
(8) automatically by the Secretary of State revoking a certificate of incorporation as set forth in subsection c. of section 15A:4-5.
b. A corporation which has been dissolved in a proceeding pursuant to section 15A:12-11 or 15A:12-12, or which has been dissolved, or the certificate of incorporation of which has been revoked, for a cause or by a method not mentioned in this section, shall be subject to all the provisions of this chapter and of chapter 14, to the extent that those provisions are compatible with a court-directed dissolution, or with the statute or common law proceeding pursuant to which the dissolution, or revocation is effected.
L.1983, c. 127, s. 15A:12-1, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-2 - Dissolution before commencing activities

15A:12-2. Dissolution before commencing activities
a. A corporation may be dissolved by action of its incorporators when there has been no organization meeting of the board, or by the board if there has been an organization meeting, if the corporation:
(1) has not commenced activities;
(2) has no debts or other liabilities; and
(3) has no assets or if it had assets, has distributed them according to a plan pursuant to section 15:12-8 less any part of the assets disbursed for expenses.
b. The dissolution of a corporation shall be effected when a majority of the incorporators or trustees execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution stating:
(1) the name of the corporation;
(2) the name of the registered agent of the corporation;
(3) the location of the registered office of the corporation;
(4) the names of the incorporators and trustees constituting the first board;
(5) that the corporation has not commenced activities and has no debts or other liabilities;
(6) that the corporation has no assets or if it had assets, has distributed them according to a plan pursuant to section 15A:12-8, less any part of the assets disbursed for expenses; and
(7) that a majority of the incorporators or trustees has elected that the corporation be dissolved.
c. The Secretary of State shall accept for filing a certificate of dissolution pursuant to the provisions of this section without payment of a filing fee and shall make the name of the corporation available immediately for corporate use upon the filing of a certificate of dissolution pursuant to the provisions of this section. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:12-2, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-3 - Dissolution without a meeting of members

15A:12-3. Dissolution without a meeting of members
A corporation may be dissolved by the written consent of all its members entitled to vote thereon. To effect the dissolution, the members shall adopt a plan of dissolution pursuant to section 15A:12-8 and shall execute and file in the office of the Secretary of State an original and a copy of a certificate of dissolution which shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:12-3, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-4 - Dissolution pursuant to action of board and members

15A:12-4. Dissolution pursuant to action of board and members
a. A corporation which has members entitled to vote on its dissolution may be dissolved by action of its board and its members as provided in this section.
b. The board shall recommend that the corporation be dissolved, adopt a plan of dissolution pursuant to section 15A:12-8, and direct that the plan of dissolution be submitted to a vote at a meeting of members.
c. Notice of the meeting shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this act for the giving of notice of meetings of members.
d. At the meeting, a vote of the members shall be taken on the proposed plan of dissolution. The plan of dissolution shall be approved upon receiving the affirmative vote of two-thirds of the votes cast by the members of the corporation entitled to vote thereon, and, in addition, if any class is entitled to vote thereon as a class, the affirmative vote of two-thirds of the votes cast in each class vote. The voting requirements of this section shall be subject to the greater or lesser requirements as are adopted pursuant to section 15A:5-12.
L.1983, c. 127, s. 15A:12-4, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-5 - Dissolution pursuant to action of board

15A:12-5. Dissolution pursuant to action of board
If there are no members of the corporation entitled to vote on the dissolution of the corporation, a corporation may be dissolved by the affirmative vote of two-thirds of its trustees at a meeting of the board. If dissolution is approved as provided in this section, a certificate of dissolution shall be executed on behalf of the corporation and an original and a copy shall be filed in the office of the Secretary of State. The certificate shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:12-5, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-6 - Dissolution pursuant to provision in certificate of incorporation

15A:12-6. Dissolution pursuant to provision in certificate of incorporation
a. The certificate of incorporation may provide that any member, any trustee, or any specified number of members or trustees or any class of members may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.
b. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection a. of this section, shall be authorized at a meeting of members by a vote of all the members, or by a lesser vote, but not less than the vote set forth in paragraph 3 of subsection d. of section 15A:9-2, as may be specifically provided for in the certificate of incorporation for such amendment.
c. If the corporation has no members entitled to vote on a dissolution of the corporation, the certificate of incorporation may provide that any trustee or any specified number of trustees may effect the dissolution of the corporation at will or upon the occurrence of a specified event. The provision shall specify the procedures for adopting a plan of dissolution. The dissolution of the corporation may be effected by adopting a plan of dissolution pursuant to section 15A:12-8 and by filing an original and a copy of a certificate of dissolution in the office of the Secretary of State, executed as the certificate of incorporation may provide. The certificate of dissolution shall contain the information required by section 15A:12-10. The Secretary of State shall forward the copy to the Attorney General.
d. An amendment of the certificate of incorporation which adds, amends, or deletes a provision authorized by subsection c. of this section, shall be authorized at a meeting of the trustees by a vote of all the trustees, or by a lesser vote not below two-thirds, as may be specifically provided for in the certificate of incorporation for such an amendment.
L.1983, c. 127, s. 15A:12-6, eff. Oct. 1, 1983.
2023 New Jersey Revised Statutes › Title 15A - Corporations, Nonprofit › Section 15A:12-7 - Dissolution upon expiration of period of duration

15A:12-7. Dissolution upon expiration of period of duration
A corporation shall not be dissolved when the period of duration stated in its certificate of incorporation expires until a plan of dissolution pursuant to subsection a. of section 15A:12-8 has been adopted and an original and a copy of a certificate of dissolution containing the information required by section 15A:12-10 executed on behalf of the corporation has been filed in the office of the Secretary of State. Upon written demand to the corporation by any trustee or member, a corporation whose duration has expired shall, within 60 days of the demand, file an original and a copy of a certificate of dissolution in the office of the Secretary of State unless within that time it amends its certificate of incorporation to extend its duration, as provided in paragraph (2) of subsection b. of section 15A:9-1. The Secretary of State shall forward the copy to the Attorney General.
L.1983, c. 127, s. 15A:12-7, eff. Oct. 1, 1983.